SEC Filing | Macerich

- ------------------------------------------------------------------------------ - ------------------------------------------------------------------------------ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark one) X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1996. OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED) For the transition period from to Commission File Number 1-12504 THE MACERICH COMPANY (Exact Name of Registrant as Specified in Its Charter) Maryland 95-4448705 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 233 Wilshire Boulevard, # 700 Santa Monica, California 90401 (Address of principal executive office) (Zip Code) Registrants telephone number, including area code: (310) 394-6911 Securities registered pursuant to Section 12(b) of the Act: Name of each exchange Title of each class on which registered ------------------- ----------------------- Common Stock, New York Stock Exchange $0.01 Par Value Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter periods that the registrant was required to file such report(s)) and (2) has been subject to such filing requirements of the past 90 days. Yes X No . ----- ---- Indicate by a check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to the Form 10-K. --------------- As of March 4, 1997, the aggregate market value of the 16,463,275 shares of Common Stock held by non-affiliates of the registrant was $458.9 million based upon the closing price ($27.785) on the New York Stock Exchange composite tape on such date. (For this computation, the registrant has excluded the market value of all shares of its Common Stock reported as beneficially owned by executive officers and directors of the registrant and certain other shareholders; such exclusion shall not be deemed to constitute an admission that any such person is an "affiliate" of the registrant.) As of March 4, 1997, there were 25,743,497 shares of Common Stock outstanding. DOCUMENTS INCORPORATED BY REFERENCE Portions of the proxy statement for the annual stockholders meeting to be held in 1997 are incorporated by reference into Part III. - ------------------------------------------------------------------------------ - ------------------------------------------------------------------------------ THE MACERICH COMPANY Annual Report on Form 10-K For The Year Ended December 31, 1996 TABLE OF CONTENTS Item No. Page No. Part I 1. Business................................................ 1-10 2. Properties.............................................. 11-15 3. Legal Proceedings....................................... 15 4. Submission of Matters to a Vote of Security Holders..... 15 Part II 5. Market for the Registrant's Common Equity and Related Shareholder Matters........................ 16 6. Selected Financial Data................................. 16-18 7. Management's Discussion and Analysis of Financial Condition and Results of Operations..............18-28 8. Financial Statements and Supplementary Data.............. 28 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure............... 28 Part III 10. Directors and Executive Officers of the Registrant....... 28 11. Executive Compensation................................... 28 12. Security Ownership of Certain Beneficial Owners and Management................................... 28 13. Certain Relationships and Related Transactions........... 28 PART IV 14. Exhibits, Financial Statements, Schedules and Reports on Form 8-K................................. 29 SIGNATURES PART I - ------- Item I. Business - ----------------- General - -------- The Macerich Company (the "Company") is involved in the acquisition, ownership, 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"). The Operating Partnership owns or has an ownership interest in 23 regional shopping centers and three community centers aggregating approximately 19.1 million square feet of gross leasable area. These 26 regional and community shopping centers are referred to hereinafter as the "Centers", unless the context otherwise requires. 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 two management companies, Macerich Property Management Company, a California corporation, and Macerich Management Company, a California corporation (collectively, the "Management Companies"). The Company was organized as a Maryland corporation in September 1993 to continue and expand the shopping center operations of Mace Siegel, Arthur M. Coppola, Dana K. Anderson and Edward C. Coppola (the "Principals") and certain of their business associates. All references to the Company in this 10-K include the Company, those entities owned or controlled by the Company and predecessors of the Company, unless the context indicates otherwise. Recent Developments - ------------------- Public Offering --------------- During July, 1995, the Company filed a shelf registration statement for $250 million worth of securities to be issued at a later date, $112.0 million of which were issued in 1995. During October and November 1996 the Company sold 5,750,000 shares of common stock from the shelf (the "Equity Offering"). The net proceeds of $122 million were used by the Company primarily to repay debt, to acquire Rimrock Mall, Vintage Faire Mall, Buenaventura Mall, Fresno Fashion Fair and Huntington Center and for general corporate purposes. The contribution of the proceeds of the equity offering to the Operating Partnership, raised the Company's ownership interest in the Operating Partnership to 68%. On February 5, 1997 the Company filed a new shelf registration statement for $500 million worth of securities (including the remaining $16 million under the former shelf) to be issued at a later date. The new shelf has not yet been declared effective. Acquisition Centers ------------------- Villa Marina Marketplace was acquired on January 25, 1996. Villa Marina Marketplace is a 447,684 square foot community center/entertainment complex located in Marina del Rey, California. The purchase price was $80 million, consisting of $57.6 million of cash and $22.4 million of assumed mortgage indebtedness. Valley View Mall is a super regional mall in Dallas, Texas which the Company acquired on October 21, 1996. Valley View Mall contains 1,523,815 square feet and the purchase price was $85.5 million in cash plus the assumption of $2.0 million in other liabilities. Rimrock Mall, located in Billings, Montana, and Vintage Faire Mall, located in Modesto, California were both purchased on November 27, 1996. The combined purchase price was $118.2 million, including the assumption of $88.4 million of existing mortgage indebtedness, the assumption of $3.0 million of other liabilities and with the balance being paid in cash. Vintage Faire Mall is a super regional mall with 1,051,458 square feet and Rimrock Mall is a regional mall consisting of 581,912 square feet. Buenaventura Mall, Fresno Fashion Fair and Huntington Center were purchased on December 18, 1996 for a combined price of $128.9 million, including $38 million of assumed mortgage indebtedness, assumption of $3.8 million of other liabilities and the balance was paid in cash. Buenaventura Mall, located in Ventura, California, is an 801,152 square foot super regional mall, Fresno Fashion Fair, located in Fresno, California, is a super regional mall containing 881,334 square feet and Huntington Center, located in Huntington Beach, California, consists of 834,578 square feet. The addition of the 1996 Acquisition Centers brings the Company's portfolio to 23 Regional Shopping Centers and three Community Shopping Centers, comprising more than 19.1 million square feet. 1 Financings ---------- On April 1, 1996 the mortgage debt on Crossroads-OK, Greentree Mall, and Salisbury was refinanced. The total indebtedness on these centers was increased to $117 million, from $88 million, and the average interest rate was fixed at 7.2%. On September 30, 1996 the $65.1 million mortgage loan at Queens Center was refinanced. The interest rate was reduced from LIBOR plus 1.10% to LIBOR plus 0.45%. On December 23, 1996 the Villa Marina Marketplace mortgage debt of $22 million was paid off. Additionally, a $60 million mortgage was placed on Valley View Mall concurrent with its acquisition. The interest rate is LIBOR plus 1.50% and the loan matures in October, 1997, but can be converted into a fixed rate loan that matures in October, 2006. Concurrent with the acquisition of Buenaventura Mall, Fresno Fashion Fair and Huntington Center, a $57 million unsecured loan was obtained. The loan bears interest at LIBOR plus 1.625% and matures on December 31, 1997. The Shopping Center Industry - ---------------------------- General ------- There are several types of retail shopping centers, which are differentiated primarily based on size and marketing strategy. Retail shopping centers, generally contain in excess of 400,000 square feet of gross leasable area ("GLA"), and are typically anchored by two or more department or large retail stores ("Anchors"), are referred to as "Regional Shopping Centers" or "Malls". Regional Shopping Centers also typically contain numerous diversified retail stores ("Mall Stores"), most of which are national or regional retailers, typically located along corridors connecting the Anchors. Community Shopping Centers, also referred to as "strip centers," are retail shopping centers that are designed to attract local or neighborhood customers and are typically anchored by one or more supermarkets, discount department stores and/or drug stores. Community Shopping Centers typically contain 100,000 square feet to 400,000 square feet of GLA. In addition, freestanding retail stores are located along the perimeter of the shopping centers ("Freestanding Stores"). Anchors, Mall and Freestanding Stores and other tenants typically contribute funds for the maintenance of the common areas, property taxes, insurance, advertising and other expenditures related to the operation of the shopping center. Regional Shopping Centers ------------------------- A Regional Shopping Center draws from its trade area by offering a variety of fashion merchandise, hard goods and services and entertainment, generally in an enclosed, climate controlled environment with convenient parking. Regional Shopping Centers provide an array of retail shops and entertainment facilities and often serve as the town center and the preferred gathering place for community, charity, and promotional events. The Company focuses on the acquisition and redevelopment of Regional Shopping Centers. Regional Shopping Centers have generally provided owners with relatively stable growth in income despite the cyclical nature of the retail business. This stability is due both to the diversity of tenants and to the typical dominance of Regional Shopping Centers in their trade areas. Regional Shopping Centers are difficult to develop because of the significant barriers to entry, including the limited availability of capital and suitable development sites, the presence of existing Regional Shopping Centers in most markets, a limited number of Anchors, and the associated development costs and risks. Consequently, the Company believes that few new Regional Shopping Centers will be built in the next five years. However, many of the market, financing and economic risks typically associated with the development of new Regional Shopping Centers can be mitigated by acquiring and redeveloping an existing Regional Shopping Center. Furthermore, the value of Regional Shopping Centers can be significantly enhanced through redevelopment, renovation and expansion. Regional Shopping Centers have different strategies with regard to price, merchandise offered and tenant mix, and are generally tailored to meet the needs of their trade areas. Anchor tenants are located along common areas in a configuration designed to maximize consumer traffic for the benefit of the Mall Stores. Mall GLA, which generally refers to gross leasable area contiguous to the Anchors for tenants other than Anchors, is leased to a wide variety of smaller retailers. Mall stores typically account for the bulk of the revenues of a Regional Shopping Center. Although a variety of retail formats compete for consumer purchases, the Company believes that Regional Shopping Centers will continue to be a preferred shopping destination. The combination of a climate controlled shopping environment and a diverse tenant mix has resulted in Regional Shopping Centers generating higher tenant sales than are generally achieved at smaller retail formats. Further, the Company believes that department stores located in Regional Shopping Centers will continue to provide a full range of current fashion merchandise at a limited number of locations in any one market, allowing them to command the largest geographical trade area of any retail format. 2 Community Shopping Centers -------------------------- Community Shopping Centers are designed to attract local and neighborhood customers and are typically open air shopping centers, with one or more supermarkets, drugstores or discount department stores. National retailers such as Kids-R-Us at Bristol Shopping Center, Toys-R-Us at Marshall's Boulder Plaza, and The Gap, Victoria's Secret and Limited Express at Villa Marina, provide the Company's three Community Shopping Centers with the opportunity to draw from a much larger trade area than a typical supermarket or drugstore anchored Community Shopping Center. Business of the Company - ----------------------- Management and Operating Philosophy ----------------------------------- The Company believes that the shopping center business requires specialized skills across a broad array of disciplines for effective and profitable operations. For this reason, the Company has developed a fully integrated real estate organization with in-house acquisition, redevelopment, property management, leasing, finance, construction, marketing, legal and accounting expertise. In addition, the Company emphasizes a philosophy of decentralized property management, leasing and marketing performed by on-site professionals. The Company believes that this strategy results in the optimal operation, tenant mix and drawing power of each Center as well as the ability to quickly respond to changing competitive conditions of the Center's trade area. Property Management and Leasing. The Company believes that on-site property managers can most effectively operate the Centers. Each Center's property manager is responsible for overseeing the operations, marketing, maintenance and security functions at the Center. Property managers focus special attention on controlling operating costs, a key element in the profitability of the Centers, and seek to develop strong relationships with and to be responsive to the needs of retailers. The Company believes strongly in decentralized leasing and accordingly, most of its leasing managers are located on-site to better understand the market and the community in which a Center is located. Leasing managers are charged with more than the responsibility of leasing space; they continually assess and fine tune each Center's tenant mix, identify and replace underperforming tenants and seek to optimize existing tenant sizes and configurations. Acquisitions. Since the IPO, the Company, has acquired interests in shopping centers nationwide. These acquisitions were identified and consummated by the Company's staff of acquisition professionals who are strategically located in Santa Monica, Dallas, Denver, and Atlanta. The Company believes that it is geographically well positioned to cultivate and maintain ongoing relationships with potential sellers and financial institutions and to act quickly when acquisition opportunities arise. Concurrent with its IPO, the Company acquired Crossroads Mall in Oklahoma City, Oklahoma ("Crossroads-Oklahoma"). In addition, on July 21, 1994, the Company acquired Chesterfield Towne Center in Richmond, Virginia ("Chesterfield"). Together these properties are known as the "1994 Acquisition Centers". The Company made the following acquisitions during 1995: The Centre at Salisbury in Salisbury, Maryland ("Salisbury") on August 15, 1995, Capitola Mall in Capitola, California ("Capitola") on December 21, 1995, and Queens Center in New York, New York ("Queens Center") on December 28, 1995. Together these properties are known as the "1995 Acquisition Centers". The Company made the following acquisitions in 1996: Villa Marina Marketplace ("Villa Marina") on January 25, 1996; Valley View Mall on October 21, 1996; Vintage Faire Mall and Rimrock Mall on November 27, 1996; and Buenaventura Mall, Fresno Fashion Fair and Huntington Center on December 18, 1996. Together these properties are referred to as "1996 Acquisition Centers". Redevelopment. One of the major components of the Company's growth strategy is its ability to redevelop acquired properties. For this reason, the Company has built a staff of redevelopment professionals who have primary responsibility for identifying redevelopment opportunities that will result in enhanced long-term financial returns and market position for the Centers. The redevelopment professionals oversee the design and construction of the projects in addition to obtaining required governmental and Anchor approvals. 3 Management and Operating Philosophy, Continued: ----------------------------------------------- The Centers. The Centers consist of twenty-three Regional Shopping Centers and three Community Shopping Centers aggregating approximately 19.1 million square feet of GLA. Twelve of the Centers have been acquired concurrent with or since the IPO including two acquired by the Company in 1994, three acquired in 1995, and seven in 1996. All of the Company's Regional Shopping Centers are enclosed, with the exception of Broadway Plaza, an open air Regional Shopping Center located in Walnut Creek, California. Twenty of the twenty-three Regional Shopping Centers combine three or more Anchors with numerous diversified Mall Stores, most of which are national or regional retailers. In addition, there are Freestanding Stores at most of the Centers. Twenty-three of the 26 Centers contain more than 400,000 square feet of GLA. The 23 Regional Shopping Centers in the Company's portfolio average approximately 795,478 square feet of GLA and range in size from 1.8 million square feet of GLA at Lakewood Mall to 369,670 square feet of GLA at Panorama Mall. The Company's three Community Shopping Centers, Marshall's Boulder Plaza, Villa Marina Marketplace and Bristol Shopping Center have an average of 257,435 square feet of GLA. The 26 Centers presently include 86 Anchors totaling approximately 11.2 million square feet of GLA and approximately 2,452 Mall and Freestanding Stores totaling approximately 7.9 million square feet of GLA. Total revenues increased from $86.0 million in 1994 to $102.5 million in 1995 and $155.1 million in 1996 primarily due to acquisitions. See "Managements Discussion and Analysis of Financial Condition and Results of Operations." Lakewood Mall generated 16.0% of total shopping center revenues in 1996, 22.0% in 1995 and 25.6% in 1994. Shopping center revenues at Crossroads Mall-Colorado accounted for 10.6% of total shopping center revenues in 1995 and 12.16% in 1994. During 1995 Chesterfield accounted for 12.6% of total Shopping Center revenues. Queens Center accounted for 13.8% of 1996 shopping center revenue. No other Center generated more than 10% of shopping center revenues during 1996, 1995 or 1994. Cost of Occupancy - ------------------- The Company's management believes that in order to maximize the Company's operating cash flow, the Centers' Mall Store tenants must be able to operate profitably. A major factor contributing to tenant profitability is cost of occupancy. The following table summarizes occupancy costs for Mall Store tenants in the Centers as a percentage of total Mall Store sales for the last three years: For the Year Ended December 31, -------------------------------------- 1994 1995(2) 1996 (3) -------- ------- -------- Mall store sales (in thousands) $761,181 $766,849 $992,614 -------- -------- -------- -------- -------- -------- Minimum rents 8.3% 8.3% 8.3% Percentage rents 0.4% 0.4% 0.4% Expense recoveries (1) 2.5% 2.6% 2.9% -------- -------- -------- Mall tenant occupancy costs 11.2% 11.3% 11.6% -------- -------- -------- -------- -------- --------

(1) Represents real estate tax and common area maintenance charges. (2) Excludes 1995 Acquisition Centers. (3) Excludes 1996 Acquisition Centers. Competition ----------- The 23 Regional Shopping Centers are located in developed areas in middle to upper income markets where there are relatively few other Regional Shopping Centers. In addition, 22 of the 23 Regional Shopping Centers contain more than 400,000 square feet of GLA. The Company intends to consider additional expansion and renovation projects to maintain and enhance the quality of the Centers and their competitive position in their trade areas. 4 Competition, Continued: ----------------------- There are numerous owners and developers of real estate that compete with the Company in its trade areas. This results in competition for both acquisition of centers and for tenants to occupy space. The existence of competing shopping centers could have a material impact on the Company's ability to lease space and on the level of rent that can be achieved. There is also increasing competition from other forms of retail, such as factory outlet centers, power centers, discount shopping clubs, and home shopping networks that could adversely affect the Company's revenues. Major Tenants - ------------- The Centers derived approximately 88.8% of their total rents for the year ended December 31, 1996 from Mall and Freestanding Stores. No single retailer accounted for more than 6.5% of annual base rents of the Company as of December 31, 1996. The following retailers (including their subsidiaries) represent the 10 largest retailers in the Company's portfolio based upon minimum rents in place as of December 31, 1996: Number of Stores % of Total Minimum Rents Retailer in the Centers as of December 31, 1996 - -------- ---------------- ----------------------- The Limited 71 6.3% Woolworth 96 4.8% J.C. Penney 15 2.2% Barnes & Noble 26 1.8% The Musicland Group 29 1.7% The Gap 14 1.5% Melville 20 1.4% Sears 13 1.1% Payless Shoe Source 19 1.0% Borders Group 16 0.9%

Mall and Freestanding Stores ---------------------------- Mall and Freestanding Store leases generally provide for tenants to pay rent comprised of a fixed base (or "minimum") rent and a percentage rent based on sales. In some cases, tenants pay only a fixed minimum rent, and in a few cases, tenants pay only percentage rents. Most leases for Mall and Freestanding Stores contain provisions that allow the Centers to recover their costs for maintenance of the common areas, property taxes, insurance, advertising and other expenditures related to the operations of the Center. The Company uses tenant spaces 10,000 square feet and under for comparing rental rate activity. Tenant space under 10,000 square feet comprises 76.0% of all Mall and Freestanding Store space. The Company believes that to include space over 10,000 square feet would provide a less meaningful comparison, especially on a quarterly basis. When an existing lease expires, the Company is often able to enter into a new lease with a higher base rent component. The average base rent for new Mall and Freestanding Store leases, 10,000 square feet or under, commencing during 1996 was $27.02 per square foot, or 13.1% higher than the average base rent for all Mall and Freestanding Stores (10,000 square feet or under) at December 31, 1996 of $23.90 per square foot. 5 Mall and Freestanding Stores, Continued: ---------------------------------------- The following table sets forth for the Centers the average base rent per square foot of Mall and Freestanding GLA, for tenants 10,000 square feet and under, as of December 31 for each of the past three years. Average Base Average Base Average Base Rent Per Sq. Ft. on Rent Per Sq. Ft. on Rent Per Leases Commencing Leases Expiring Square Foot (1) During the Year (2) During the Year (3) December 31, 1994............................ $20.34 $24.12 $20.66 1995............................ $21.19 $23.13 $22.12 1996............................ $23.90 $27.02 $24.54
(1) Average base rent per square foot is based on Mall and Freestanding Store GLA for spaces 10,000 square feet or under occupied as of December 31 for each of the Centers owned by the Company in 1994, 1995 (excluding the 1995 Acquisition Centers), and 1996 (excluding the 1996 Acquisition Centers). If the 1995 Acquisition Centers were included, the 1995 average would be $22.86, and if the 1996 Acquisition Centers were included, the 1996 average would be $23.58. (2) The base rent on lease signings during the year represents the actual rent to be paid on a per square foot basis during the first twelve months. The 1995 average excludes the 1995 Acquisition Centers and the 1996 average excludes the 1996 Acquisition Centers. (3) The average base rent on leases expiring during the year represents the final year minimum rent, on a cash basis, for tenant leases 10,000 square feet or under expiring during the year. The average base rent on leases expiring in 1995 excludes the 1995 Acquisition Centers and 1996 excludes the 1996 Acquisition Centers. Bankruptcy and Closure of Retail Stores --------------------------------------- The bankruptcy and/or closure of an Anchor, or its sale to a less desirable retailer, could adversely affect customer traffic in a Center and thereby reduce the income generated by that Center. Furthermore, the closing of an Anchor could, under certain circumstances, allow certain other Anchors or other tenants to terminate their leases or cease operating their stores at the Center or otherwise adversely affect occupancy at the Center. During the fourth quarter of 1995 and the first quarter of 1996 there were a significant number of retailer bankruptcies and closures. As a result, the Company experienced slightly lower same center occupancies in 1996 compared to 1995. Retail stores at the Centers other than Anchors may also seek the protection of the bankruptcy laws, which could result in the termination of such tenants' leases and thus cause a reduction in the cash flow generated by the Centers. Although no single retailer accounts for greater than 6.5% of total rents, the bankruptcy and subsequent closure of stores could create a decrease in occupancy levels, reduced rental income or otherwise adversely affect the Centers. 6 Lease Expirations ----------------- The following table shows (as of December 31, 1996) scheduled lease expirations of Mall and Freestanding Stores 10,000 square feet or under for the next ten years for the Centers, assuming that none of the tenants exercise renewal options. Approximate % of Total Ending Number of GLA of Leased GLA Base Rent per Year Ending Leases Expiring Represented By Square Foot of December 31, Expiring Leases Expiring Leases(1) Expiring Leases(1) 1997......... 336 647,760 14.1% $20.98 1998......... 260 479,774 10.4% $24.23 1999......... 255 474,550 10.3% $26.40 2000......... 241 486,030 10.6% $27.78 2001......... 211 436,606 9.5% $29.09 2002......... 152 345,859 7.5% $28.96 2003......... 166 411,288 8.9% $26.84 2004......... 127 290,789 6.3% $26.19 2005......... 124 306,673 6.7% $27.74 2006......... 121 346,330 7.5% $27.01

(1) For leases 10,000 square feet or under Anchors - -------- Anchors have traditionally been a major factor in the public's identification with Regional Shopping Centers. Anchors are generally department stores whose merchandise appeals to a broad range of shoppers. Although the Centers receive a smaller percentage of their operating income from Anchors than from Mall and Freestanding Stores, strong Anchors play an important part in maintaining customer traffic and making the Centers desirable locations for Mall and Freestanding Store tenants. Anchors either own their stores, the land under them and in some cases adjacent parking areas, or enter into long-term leases with an owner at rates that are lower than the rents charged to tenants of Mall and Freestanding Stores. Anchors accounted for approximately 11.2% of the Company's total rent for the year ended December 31, 1996. Each Anchor which owns its own store, and certain Anchors which lease their stores, enter into reciprocal easement agreements with the owner of the Center covering, among other things, operational matters, initial construction and future expansion. 7 Anchors, Continued: ------------------- The following table identifies each Anchor, each parent company that owns multiple anchors and the number of square feet owned or leased by each such Anchor or parent company in the Centers as of December 31, 1996, except as otherwise indicated. GLA GLA Total GLA Number of Owned Leased Occupied Name Anchor Stores By Anchor By Anchor By Anchor ------------- ------------ ---------- -------------- J.C. Penney (2) 16 531,611 1,439,622 1,971,233 Sears 12 602,943 793,734 1,396,677 Montgomery Ward 10 596,601 718,663 1,315,264 Federated Department Stores (1) Macy's 7 500,457 733,009 1,233,466 Macy's Men's & Juniors 2 - 235,443 235,443 ------------- ------------- ------------ --------------- Total 9 500,457 968,452 1,468,909 Dayton Hudson Corp. Mervyn's 7 232,537 336,724 569,261 Target 1 - 87,396 87,396 Dayton's 1 115,193 - 115,193 -------------- ------------- ------------- ---------------- Total 9 347,730 424,120 71,850 May Department Stores Co. Foley's 3 602,485 - 602,485 Hechts 2 140,000 100,000 240,000 Robinsons-May 1 - 362,852 362,852 --------------- ------------- -------------- ---------------- Total 6 742,485 462,852 1,205,337 Gottschalks 5 178,120 438,290 616,410 Dillard's 3 642,802 - 642,802 Herberger's 2 - 122,635 122,635 Burlington Coat Factory 1 - 133,650 133,650 Boscov's 1 - 140,000 140,000 Fashion Bar 1 - 40,000 40,000 Hennessy's 1 - 96,800 96,800 Home Depot 1 - 130,232 130,232 Joslins 1 - 93,270 93,270 Leggetts 1 - 109,933 109,933 Mercantile Stores, Inc. de Lendrecies 1 188,000 - 188,000 Nordstrom 1 - 185,241 185,241 Profitts 1 - 65,163 65,163 Vacant (1) 4 210,000 326,932 536,932 ---------------- ------------- -------------- ----------------- 86 4,540,749 6,689,589 11,230,338 ---------------- ------------- -------------- ------------------- ---------------- ------------- -------------- -------------------

8 Anchors, Continued ------------------- (1) The Broadway Stores merged with Federated Department Stores, Inc. ("Federated") during November 1995. As part of that merger, Federated closed the Broadway stores at Panorama and Huntington Center and the Weinstock's store at Parklane. Federated is negotiating to sell the Panorama location. (2) On January 25, 1997, J.C. Penney ceased operating at County East Mall. The Company is currently negotiating with potential replacement tenants. Environmental Matters - --------------------- Under various federal, state and local laws, ordinances and regulations, an owner of real estate is liable for the costs of removal or remediation of certain hazardous or toxic substances on or in such property. Such laws often impose such liability without regard to whether the owner knew of, or was responsible for, the presence of such hazardous or toxic substances. The costs of investigation, removal or remediation of such substances may be substantial, and the presence of such substances, or the failure to properly remediate such substances, may adversely affect the owner's ability to sell or rent such property or to borrow using such property as collateral. Persons who arrange for the disposal or treatment of hazardous or toxic substances may also be liable for the costs of removal or remediation of a release of such substances at a disposal treatment facility, whether or not such facility is owned or operated by such person. Certain environmental laws impose liability for release of asbestos-containing materials ("ACMs") into the air and third parties may seek recovery from owners or operators of real properties for personal injury associated with ACMs. In connection with the ownership (direct or indirect), operation, management and development of real properties, the Company may be considered an owner or operator of such properties or as having arranged for the disposal or treatment of hazardous or toxic substances and therefore, potentially liable for removal or remediation costs, as well as certain other related costs, including governmental fines and injuries to persons and property. Each of the Centers has been subjected to a Phase I audit (which involves review of publicly available information and general property inspections, but does not involve soil sampling or ground water analysis) completed by an environmental consultant. Based on these audits, and on other information, the Company is aware of the following environmental issues that are reasonably possible to result in costs associated with future investigation or remediation, or in environmental liability: Asbestos. The Company has conducted ACM surveys at various locations within the Centers, which have indicated that ACMs are present or suspected in certain areas, primarily vinyl floor tiles, mastics, roofing materials, drywall tape, joint compounds and acoustical ceiling tiles. The identified ACMs are generally non-friable, in good condition, and possess low probabilities for disturbance. At certain Centers where ACMs are present or suspected, however,some ACMs have been or may be classified as "friable," and ultimately may require removal under certain conditions. The Company has developed and implemented an operations and maintenance (O&M) plan to manage ACM in place. Underground Storage Tanks. Underground storage tanks ("USTs") are or were present at certain of the Centers, often in connection with tenant operations at gasoline stations or automotive tire, battery and accessory service centers located at such Centers. USTs also may be or have been present at properties neighboring certain Centers. Certain of these tanks have either leaked or are suspected to have leaked. Where leakage has occurred, investigation, remediation, and monitoring costs may be incurred by the Company, if the responsible current or former tenant, or other responsible parties are unavailable to pay such costs. Chlorinated Hydrocarbons. The presence of chlorinated hydrocarbons such as perchloroethylene (PCE) and its degradation byproducts has been detected at certain of the Centers, often in connection with tenant dry cleaning operations. Where PCE has been detected, the Company may incur investigation, remediation and monitoring costs if responsible tenants, or other responsible parties, are unavailable to pay such costs. 9 Environmental Matters, Continued: - --------------------------------- PCE has been detected in soil and groundwater in the vicinity of a dry cleaning establishment at North Valley Plaza. The California Department of Toxic Substance Control (DTSC) has advised the Company that very low levels of Dichlorethylene (1,2,DCE) a degradation byproduct of PCE, have been detected in a water well located 1/4 mile west from the dry cleaners, and the dry cleaning facility may have contributed to the introduction of 1,2 DCE into the water well. According to DTSC, the maximum contaminant level (MCL) for 1,2DCE which is permitted in drinking water is 6 parts per billion (ppb); and that the 1,2DCE was detected in the water well at 1.2 ppb, which is below the MCL. The Company has retained an environmental consultant and has initiated extensive testing of the site, although the extent of the impacted soil and groundwater has not been fully defined. Redmediation is scheduled to begin in the first half of 1997. The joint venture that owns that property (of which the Company is a 50% general partner) has a $685,000 reserve, plus $155,000 has already been incurred, to cover professional fees, testing and remediation costs. The Company intends to look to the responsible parties and insurers if remediation is required. Toluene, a petroleum constituent, has been detected in a groundwater dewatering system at the Queens Center. The source of the toluene is currently unknown, but it is possible that an adjacent service station has caused or contributed to the problem. It is also possible that the toluene remains from previous service station operations which occurred on site prior to the development of the site into its current use in the early 1970s. Toluene was detected at levels of 410 and 160 parts per billion (ppb) in samples taken from the tank in October, 1995 and February, 1996, respectively. Additional samples were taken in May and December of 1996, with results of .63 ppb and "non-detect" for the May sampling event and 16.2 ppb and 25.2 ppb for the December sampling event. The maximum contaminant level (MCL) for toluene in drinking water is 150 ppb. Although the Company believes that no remediation will be required, it has set up a $150,000 reserve to cover professional fees and testing costs. The Company intends to look to the responsible parties and insurers if remediation is required. Dry cleaning chemicals, including PCE have been detected in soil and groundwater in the vicinity of a dry cleaning establishment at Villa Marina Marketplace. The previous owner of the property has reported the release to the local government authorities and has agreed to fully assess and remediate the site to the extent required by those authorities subject to a limited indemnity agreement. The previous owner has removed the dominant source of impacted soil and is continuing its efforts to assess the site under the direction of the local regulatory oversight agency. Although the Company believes that it will not be required to participate in assessment or remediation activities, it has set up a $150,000 reserve ($20,000 of which has already been incurred) to cover professional and legal fees. The Company acquired Fresno Fashion Fair in December, 1996. Asbestos has been detected in structural fireproofing throughout much of the Mall. Recent testing data conducted by a professional environmental consulting firms indicates that the fireproofing is largely inaccessible to building occupants and is well adhered to the structural members. Additionally, airborne concentrations of asbestos are well within OSHA's permissible exposure limit (PEL) of .1 fcc. The accounting for this acquisition included a reserve of $3.3 million to cover future removal of this asbestos, as necessary. Dry cleaning chemicals including perchloroethylene (PCE) were detected in soil and groundwater in the vicinity of a former dry cleaning establishment at Huntington Center. The release has been reported to the local government authorities. The Company estimates, based on the data currently available, that costs for assessment, remediation and legal services will not exceed $500,000. Consequently, at the time of the acquisition, the Company established a $500,000 reserve to cover professional and legal fees. The company intends to look to responsible parties and insurers for cost recovery. Employees - --------- The Company and the Management Companies employ approximately 910 persons, including six executive officers, personnel in the areas of acquisitions and business development (8), property management (127), leasing (32), redevelopment/construction (18), financial services (37) and legal affairs (8). In addition, in an effort to minimize operating costs, the Company generally maintains its own security staff (304) and maintenance staff (370). Approximately 6 of these employees are represented by a union. The Company believes that relations with its employees are good. 10 Item 2. Properties Percentage Year of Year of Mall and of Mall and Original Most Recent Free Free Sales Per Name of Center / Construction/ Expansion / Total Standing Standing Square Location (1) Acquisition Renovation GLA (2) GLA GLA Leased Anchors Foot (8) - ------------------- ------------ ------------ -------- -------- ----------- ----------------- --------- Broadway Plaza (9) 1951/1985 1994 679,427 233,930 98.4% Macy's (2 locations), 401 Walnut Creek, California Nordstrom Capitola Mall (9) 1997/1995 1988 585,618 205,901 95.7% Gottschalks, J.C. Penney, 278 Capitola, California Mervyn's, Sears Chesterfield Towne Center 1975/1994 1988 817,697 396,504 90.2% Hecht's, Leggett's, 289 Richmond, Virginia Proffitt's, Sears County East Mall 1966/1986 1989 488,883 170,323 79.9% J.C. Penney (3), Sears 221 Antioch, California Gottschalks, Mervyn's, Crossroads Mall (9) 1963/1979 1986 808,969 365,532 91.3% Foley's, J.C. Penney, 242 Boulder, Colorado Mervyn's, Sears Montgomery Ward Crossroads Mall 1974/1994 1991 1,112,374 372,686 83.4% Dillard's, Foley's, 213 Oklahoma City, Oklahoma Montgomery Ward J. C. Penney Greeley Mall 1973/1986 1987 585,044 241,682 89.0% J.C. Penney, 189 Greeley, Colorado Fashion Bar (4), Joslins, Sears Montgomery Ward Green Tree Mall 1968/1975 1995 786,219 335,437 86.9% Dillard's, 281 Clarksville, Indiana J.C. Penney, Sears, Target Holiday Village Center (9) 1959/1979 1992 597,361 269,842 96.7% Herberger's, Great Falls, Montana J.C. Penney, 265 Montgomery Ward Sears Lakewood Mall 1953/1975 1992 1,758,939 815,290 98.9% Home Depot, Mervyns, 312 Lakewood, California J. C. Penney, Montgomery Ward, Robinson-May, Northgate Mall 1964/1986 1987 744,050 273,719 90.9% Macy's, Mervyns, 245 San Rafael, California Sears North Valley Plaza 1968/1987 1994 413,843 187,409 67.2% Montgomery Ward (6) 133 Chico, California Mervyn's Panorama 1955/1979 1980 369,670 159,670 96.4% (7) 330 Panorama, California Park Lane Mall (9) 1967/1978 1987 459,252 209,932 91.9% Gottschalks, (5) 252 Reno, Nevada Queens 1973/1995 1991 625,126 156,983 97.5% J.C. Penney , Macy's 657 Queens, New York Salisbury, Centre at 1990/1995 1990 883,672 278,691 87.8% Boscov's, J.C. Penney, 271 Salisbury, Maryland Montgomery Ward, Hechts, Sears West Acres 1972/1986 1992 907,595 355,040 95.8% Daytons, Sears, 320 Fargo, North Dakota O.J. De Lendrecies, J.C. Penney Bristol Shopping Center (9) 1966/1986 1992 165,682 165,682 94.2% 367 Santa Ana, California Marshalls' Boulder Plaza 1969/1989 1991 158,939 158,939 100.0% 317 Boulder, Colorado -------- ------- -------- --------- Sub-total / Average at December 31, 1996 12,948,360 5,353,192 91.8% $294
11 Item 2. Properties, Continued THE MACERICH COMPANY: LIST OF PROPERTIES Percentage Year of Year of Mall and of Mall and Original Most Recent Free Free Sales Per Name of Center / Construction/ Expansion / Total Standing Standing Square Location (1) Acquisition Renovation GLA (2) GLA GLA Leased Anchors Foot (8) - ------------------------ ------------ ------------ -------- -------- ----------- ----------------------- --------- 1996 Acquisition Centers Fresno Fashion Fair 1970/1996 1983 881,334 320,453 94.8% Gottschalks, J.C. Penney, 289 Fresno, California Macy's (2 locations) Rimrock 1978/1996 - 581,912 266,472 94.5% Herbergers, Hennessy's 213 Billings, Montana J.C. Penney, Montgomery Ward Valley View 1973/1996 1996 1,523,815 465,918 84.7% Dillard's, Foleys, 212 Dallas, Texas J.C. Penney, Sears Villa Marina Marketplace 1972/1996 1995 447,684 447,684 96.3% 398 Marina Del Rey, California Vintage Faire 1977/1996 - 1,051,458 351,539 86.7% Gottschalks, J.C. Penney, 279 Modesto, California Macy's, Sears Macy's Men's & Home, Sears ---------- --------- --------- ------ Total / Average 1996 Acquisitions 4,486,203 1,852,066 91.0% 279 (excluding major redevelopment properties) ---------- --------- --------- ------ Sub-Total / Average 17,434,563 7,205,258 91.6% 290 Major Redevelopment Properties Buenaventura 1965/1996 1993 801,152 345,816 (11) J.C. Penney, Macy's, 267 Ventura, California Montgomery Wards Huntington Center(9) 1965/1996 1997 832,578 286,881 (11) Edwards Cinema (10), 303 Huntington Beach, California Mervyn's Burlington Coat Factory, Montgomery Ward ---------- --------- ------ Total Major Redevelopment Centers 832,578 286,881 283 ---------- --------- ------ Grand Total / Average 19,068,293 7,837,955 290 ---------- --------- ------ ---------- --------- ------
12 Item 2. Properties, Continued - ------------------------------ (1) The land underlying twenty of the Centers is owned entirely by the Company or, in the case of jointly-owned Centers, the property partnership in fee. All or part of the land underlying the remaining Centers is owned by third parties and leased to the Company or property partnership pursuant to long-term ground leases. Under the terms of a typical ground lease, the Company or property partnership pays rent for the use of the land and is generally responsible for all costs and expenses associated with the building and improvements. In some cases, the Company or property partnership has an option or right of first refusal to purchase the land. The termination dates of the ground leases range from 2013 to 2060. All centers are wholly owned by the Company or its subsidiaries, except for Broadway Plaza (50%), North Valley Plaza (50%), Panorama Mall (50%), and West Acres (19%). (2) Includes GLA attributable to Anchors (whether owned or leased) and Mall and Freestanding Stores as of December 31, 1996. (3) J.C. Penney vacated its facility at County East Mall in 1997. (4) The Company negotiated an early termination of the Fashion Bar lease. Fashion Bar closed on January 15, 1997. The Company is currently negotiating with a replacement tenant. (5) Federated closed the Weinstock's store at Parklane Mall and the Company acquired Federated's leasehold interest. The Company is planning to demolish the Weinstocks building and redevelop this area as a location based entertainment complex. (6) J.C. Penney vacated its facility at North Valley Plaza in 1993. The Company has relocated the existing 60,000 square foot Mervyn's at the Center into the larger J.C. Penney building. The Company is in negotiations for a replacement tenant for the Mervyn's building. (7) Federated Department Stores, Inc. merged with Broadway Stores, Inc. in November, 1995. Federated owns the Broadway Store at Panorama. This Broadway Store ceased operations in January 1996. Federated is currently negotiating to sell this building to Wal-Mart. (8) Sales are based on reports by retailers leasing Mall and Freestanding Stores for the year ending December 31, 1996 for tenants which have occupied such stores for a minimum of twelve months. Consistent with industry practices, sales per square foot are based on gross leased and occupied area, excluding theaters, and are not based on GLA. (9) Portions of the land on which the Center is situated are subject to one or more ground leases. (10) Edwards Cinema signed a lease in January 1997 to occupy the former Broadway location. Edwards is expected to open a 21 screen theater complex on that site in May 1998. (11) Certain spaces have been intentionally held off the market and remain vacant due to major redevelopment strategy. As a result, the Company believes the percentage of mall and free-standing GLA leased at these major redevelopments is not meaningful data. Mortgage Debt - ------------- The following table sets forth certain information regarding the mortgages encumbering the Centers, including those Centers in which the Company has less than a 100% interest. All mortgage debt is nonrecourse to the Company. The information set forth below is as of December 31, 1996. Annual Balance Earliest Date Annual Principal Debt Due on on which all Property Pledged Fixed or Interest Balance Service Maturity Maturity Notes Can As Collateral Floating Rate (000's) (000's) Date (000's) Be Prepaid ----------------- ----------- ----------- ----------- ----------- -------- --------- ----------- Capitola Mall Fixed 9.25% 37,976 3,801 12/15/01 36,152 Any Time Chesterfield Towne Center (1) Fixed 8.75% 59,023 5,702 1/1/24 5,381 1/1/24 (2) Chesterfield Towne Center Fixed 9.38% 5,304 540 1/1/24 515 1/1/24 (2) Chesterfield Towne Center Fixed 8.88% 1,922 187 1/1/24 177 1/1/24 (2) Chesterfield Fixed 8.54% 3,444 337 11/1/99 3,484 Any Time Crossroads Mall (3) Fixed 7.08% 35,968 2,932 12/15/10 28,107 12/15/01 Fresno Fashion Fair Fixed 8.40% 38,000 3,165 10/1/05 38,000 Any Time Greeley Mall Fixed 8.50% 18,514 2,245 9/15/03 12,519 Any Time Green Tree Mall/ Crossroads- OK/ Salisbury Fixed 7.22% 117,714 3,597 3/16/04 50,000 Any Time Holiday Village Mall Fixed 6.75% 17,000 1,147 4/1/01 17,000 1/10/99 Lakewood Mall Fixed 7.20% 127,000 9,144 8/10/05 127,000 Any Time Northgate Mall Fixed 6.75% 25,000 1,688 4/1/01 25,000 1/10/99 Queens Mall Floating (4) 65,100 (4) 3/31/99 51,000 Any Time Parklane Mall Fixed 6.75% 20,000 1,350 4/1/01 20,000 Any Time Rimrock Mall Fixed 7.70% 31,994 2,924 1/1/03 28,496 Any Time Valley View Mall Floating (5) 60,000 (5) (5) 60,000 Any Time Vintage Faire Mall Fixed 7.65% 56,280 5,122 1/1/03 50,089 Any Time ----------- TOTAL - Wholly Owned Centers 720,239 Joint Venture Centers: Broadway Plaza (50%) (6) Fixed 6.84% 21,750 1,487 5/5/98 21,750 Any Time West Acres Center(19%)(6) Fixed 8.96% 7,301 648 7/15/99 6,613 ----------- TOTAL - All Centers $ 749,290 ----------- -----------

Notes: (1) The annual debt service payment represents the payment of principal and interest. In addition, contingent interest, as defined in the loan agreement, may be due to the extent that 35% of the gross receipts (as defined in the loan agreement) exceeds a base amount specified therein. Contingent interest recognized was $75,910 for the period from July 21, 1994 (the date of acquisition of Chesterfield) to December 31, 1994, $184,321 for the year ended December 31, 1995 and $398,619 for the year ended December 31, 1996. (2) No prepayment except under certain circumstances in the event of the sale of the Center. (3) This debt was issued at a discount. The unamortized discount at December 31, 1996 was $463,000. The above balance is net of the discount. (4) The interest rate is LIBOR plus .45%. LIBOR was 5.55% at December 31, 1996. There is an interest rate cap on $10 million of this debt at a LIBOR strike rate of 5.88% through maturity. The remaining principal has an interest rate cap with a LIBOR strike rate of 7.07% from December 31, 1996 to December 30, 1997, and 7.7% thereafter. (5) The Valley View loan bears interest at LIBOR plus 1.50%. The Company can elect to convert the loan to a fixed rate, ten year loan at any time up to October 21, 1997. (6) Reflects the Company's pro rata share of debt. 14 Mortgage Debt, Continued ------------------------ The Company has also obtained a $50 million unsecured working capital line of credit with a financial institution which bears interest at approximately LIBOR plus 1.625% or the institution's prime rate. There was $12 million outstanding on this line as of December 31, 1996. In addition, the Company has a $57 million unsecured bank loan bearing interest at LIBOR plus 1.625% due December 31, 1997. This debt was incurred in connection with the Fresno Fashion Fair, Huntington Center and Buenaventura Mall acquisitions. Item 3. Legal Proceedings. - -------------------------- The Company, the Operating Partnership, the Management Companies and the affiliated partnerships are not currently involved in any material litigation nor, to the Company's knowledge, is any material litigation currently threatened against such entities or the Centers, other than routine litigation arising in the ordinary course of business, most of which is expected to be covered by liability insurance. For information about certain environmental matters, see "Business of the Company - Environmental Matters." Item 4. Submission of Matter to a Vote of Security Holders. - ------------------------------------------------------------ None. 15 Part II Item 5. Market for Registrant's Common Equity and Related Stockholder Matters. - ------------------------------------------------------------------------- The common stock of the Company is listed and traded on the New York Stock Exchange ("NYSE") under the symbol "MAC". The common stock began trading on March 10, 1994 at a price of $19 per share. In 1996 the Company's shares traded at a high of $26.125 and a low of $19. As of February 20, 1997 there were approximately 218 shareholders of record. The following table shows high and low closing prices per share of common stock for each quarter in 1995 and 1996 and dividends/distributions per share of common stock declared and paid by quarter. Market Quotation Per Share Dividends/Distributions High Low Declared and Paid ----- ---- ----------------- March 31, 1995 $21 1/2 $19 7/8 $0.40 June 30, 1995 20 3/4 19 3/8 0.42 September 30, 1995 21 7/8 19 1/2 0.42 December 31, 1995 21 1/4 19 1/4 0.42 March 31, 1996 $20 1/8 $19 1/4 $0.42 June 30, 1996 21 1/4 19 0.42 September 30, 1996 22 7/8 20 0.42 December 31, 1996 26 1/8 21 3/4 0.44
Item 6. Selected Financial Data. The following sets forth selected financial data for the Company on a historical and pro forma consolidated basis, and for the Centers and the Management Companies (collectively, the "Predecessor"), on an historical combined basis. The following data should be read in conjunction with the financial statements (and the notes thereto) of the Company and the Predecessor and "Management's Discussion And Analysis of Financial Condition and Results of Operations" each included elsewhere in this Form 10-K. The pro forma data for the Company for the year ended December 31, 1994 has been prepared as if the IPO and the transactions related to the reorganization of the Operating Partnership and formation of the Company (the "Formation") and the application of the net proceeds of the IPO had occurred as of January 1, 1994. The pro forma information is not necessarily indicative of what the Company's financial position or results of operations would have been assuming the completion of the Formation and IPO at the beginning of the period indicated, nor does it purport to project the Company's financial position or what results of operations would have been assuming the completion of the Formation and the IPO at the beginning of the period indicated, nor does it purport to project the Company's financial position or results of operations at any future date or for any future period. The Selected Financial Data is presented on a combined basis. The limited partnership interests in the Operating Partnership (not owned by the REIT) are reflected in the pro forma data as minority interest. Centers in which the Company does not have a greater than 50% ownership interest (Panorama Mall, North Valley Plaza, Broadway Plaza and West Acres Shopping Center) are referred to as the "Joint Venture Centers", and along with the Management Companies, are reflected in the selected financial data under the equity method of accounting. Accordingly, the net income from the Joint Venture Centers and the Management Companies that is allocable to the Company and the Predecessor is included on the statement of operations as Income of uncombined joint ventures and management companies. 16 Item 6. Selected Financial Data, Continued The Company Predecessor -------------------------------------------- -------------------------------------- Pro Forma as Reported March 16 to January 1 to 1996 1995 for 1994 Dec 31,1994 Mar 15,1994 1993 1992 ------ ------ ------------ ------------ ------------ ------------ ------------ (All amounts in thousands except per share data and number of Centers) Operating Data: Revenues: Minimum rents $99,061 $69,253 $59,640 $48,663 $9,993 $49,219 $46,393 Percentage rents 6,142 4,814 4,906 3,681 851 3,550 3,868 Tenant recoveries 47,648 26,961 22,690 18,515 3,108 16,320 15,991 Management fee income (2) - - - - 528 2,658 3,130 Other 2,208 1,441 921 582 100 766 1,876 ------------ -------- ------- --------- ------------ ---------- ------------ Total revenues $155,059 102,469 88,157 71,441 14,580 72,513 71,258 Shopping center expenses 50,792 31,580 28,373 22,576 4,891 23,881 22,959 Management, leasing and development services (2) - - - - 557 2,084 2,598 REIT general and administrative expenses 2,378 2,011 1,954 1,545 - - - Depreciation and amortization 32,591 25,749 23,195 18,827 3,642 16,385 14,090 Interest expense 42,353 25,531 19,231 16,091 6,146 27,783 29,818 ---------- -------- --------- --------- ---------- ---------- ------------ Income (loss) before minority interest, unconsolidated joint ventures and extraordinary item $26,945 $17,598 $15,404 $12,402 ($656) $2,380 $1,793 Minority interest (1) (10,975) (8,246) (8,008) (6,792) - - - Income (loss) of unconsolidated joint ventures and management companies (2) 3,256 3,250 3,054 3,016 (232) (178) 306 Extraordinary loss on early extinguishment of debt (315) (1,299) - - - - (1,000) ---------- -------- --------- --------- ------------ ---------- ------------ ---------- -------- --------- --------- ------------ ---------- ------------ Net income (loss) $18,911 $11,303 $10,450 $8,626 ($888) $2,202 $1,099 ----------- -------- --------- --------- ------------ ---------- ------------ ----------- -------- --------- --------- ------------ ---------- ------------ Earnings per share: (3) Income before extraordinary item $0.92 $0.78 $0.72 $0.60 Extraordinary item (0.01) (0.05) - - ------------ -------- --------- --------- Net income per share $0.91 $0.73 $0.72 $0.60 ------------ -------- --------- --------- ------------ -------- --------- --------- Other Data: Funds from operations(4) $62,424 $44,938 $39,343 $32,710 N/A N/A N/A The Company's share of FFO (5) $39,502 $25,982 $22,011 $18,300 N/A N/A N/A EBITDA (6) $101,889 $68,878 $57,592 $47,320 N/A N/A N/A Cash flows from (used in): Operating activiti es $80,431 $48,186 $30,011 $6,449 N/A N/A N/A Investing activiti es ($296,675) ($88,413) ($137,637) ($1,659) N/A N/A N/A Financing activiti es $216,317 $51,973 $99,584 ($2,343) N/A N/A N/A Number of centers at year end 26 19 16 16 14 14 14 Weighted average number of shares outstanding (7) 32,934 26,930 25,645 25,714 N/A N/A N/A Cash distributions declared per common share $1.70 $1.66 N/A $1.27 N/A N/A N/A
17 Item 6. Selected Financial Data, Continued - ------------------------------------------- The Company Predecessor ----------------------------------- ----------------------------- December 31, ------------------------------------------------------------------ 1996 1995 1994 1993 1992 (All amounts in thousands) Balance Sheet Data: Investment in real estate (before accumulated depreciation) $ 1,273,085 $ 833,998 $ 554,788 $ 375,972 $ 311,750 Total assets $ 1,187,753 $ 763,398 $ 485,903 $ 314,591 $ 281,668 Total debt $ 789,702 $ 509,313 $ 326,588 $ 402,885 $ 359,695 Minority interest (1) $ 112,242 $ 95,740 $ 72,376 $ - $ - Partners' deficit $ - $ - $ - $ (88,294) $ (78,027) Stockholders' equity $ 237,749 $ 158,345 $ 86,939 $ - $ -
(1) "Minority Interest" reflects the ownership interest in the Operating Partnership not owned by the REIT. (2) Unconsolidated joint ventures include all Centers that the Company does not wholly own and the Management Companies. The Management Companies on a pro forma basis and after March 15, 1994 have been reflected on the equity method. (3) Net income per share assumes full redemption of OP Units . (4) Funds from operations ("FFO") represents net income (loss) (computed in accordance with generally accepted accounting principles ("GAAP")), excluding gains (or losses) from debt restructuring and sales of property, plus depreciation and amortization (excluding depreciation on personal property and amortization of loan and financial instrument costs), and after adjustments for unconsolidated entities. Adjustments for unconsolidated entities are calculated on the same basis. Funds from operations does not represent cash flow from operations as defined by GAAP and is not necessarily indicative of cash available to fund all cash flow needs. (5) The Company's share of FFO represents the Company's weighted average ownership of the Operating Partnership multiplied by total FFO. (6) EBITDA represents earnings before interest, income taxes, depreciation, amortization, minority interest, income in unconsolidated entities and extraordinary items. This data is relevant to an understanding of the economics of the shopping center business as it indicates cash flow available from operations to service debt and satisfy certain fixed obligations. EBITDA should not be construed by the reader 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. (7) Assumes that all OP units are converted to common stock. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations - -------------------------------------------------------------------------- The following discussion should be read in conjunction with the "Selected Financial Data" and the Company's Consolidated and Predecessor Combined Financial Statements and Notes thereto appearing elsewhere in this 10-K. General Background and Performance Measurement - ----------------------------------------------- The Company receives income primarily from two sources: (1) Through its ownership of wholly-owned Centers. (2) Through its ownership interests in Joint Venture Centers which include Panorama Mall (50%), Broadway Plaza (50%), North Valley Plaza (50%), and West Acres Shopping Center (19%). 18 General Background and Performance Measurement, Continued - --------------------------------------------------------- The Company believes that the most significant measures of its operating performance are Funds from Operations and EBITDA. Funds from Operations is defined as net income (loss) (computed in accordance with GAAP), excluding gains (or losses) from debt restructuring and sales of property, plus depreciation and amortization (excluding depreciation on personal property and amortization of loan and financial instrument costs), and after adjustments for unconsolidated entities. Adjustments for unconsolidated entities are calculated on the same basis. Funds from Operations does not represent cash flow from operations as defined by GAAP and is not necessarily indicative of cash available to fund all cash flow needs. EBITDA represents earnings before interest, income taxes, depreciation, amortization, minority interest, income in unconsolidated entities and extraordinary items. This data is relevant to an understanding of the economics of the shopping center business as it indicates cash flow available from operations to service debt and satisfy certain fixed obligations. 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. While the performance of individual Centers and the Management Companies determines EBITDA, the Company's capital structure also influences Funds from Operations. The most important component in determining EBITDA and Funds from Operations is Center revenues. Center revenues consist primarily of minimum rents, percentage rents and tenant expense recoveries. Minimum rents will increase to the extent that new leases are signed at market rents that are higher than prior rents. Minimum rent will also fluctuate up or down with changes in the occupancy level. Additionally, to the extent that new leases are signed with more favorable expense recovery terms, expense recoveries will increase. Percentage rents generally increase or decrease with changes in tenant sales. As leases roll over, however, a significant portion of historical percentage rent is often converted to minimum rent. It is therefore common for percentage rents to decrease as minimum rents increase. Accordingly, in discussing financial performance, the Company combines minimum and percentage rents in order to better measure revenue growth. The following discussion is based primarily on the consolidated financial statements of the Company for the years ended December 31, 1996 and 1995, and for the period from March 16, 1994 (commencement of operations) through December 31, 1994, and the combined financial statements of Macerich Predecessor Affiliates ("Predecessor") for the period from January 1, 1994 through March 15, 1994. The combined financial statements of the Predecessor combine the balance sheet data and results of operations of the partnerships that previously owned 14 of the properties and of the management and leasing operations of the Predecessor which were contributed to the Company. The Predecessor is considered the predecessor entity to the Company and the combined financial statements are presented for comparative purposes. The following discussion compares the activity for the year ended December 31, 1996 to results of operations for 1995. Also included is a comparison of the activities for the year ended December 31, 1995 to the results for the year ended December 31, 1994, which includes a summation of the Company's and the Predecessor's results of operations for 1994. This information should be read in conjunction with the accompanying consolidated and combined financial statements and notes thereto. On March 16, 1994 the Company acquired Crossroads Mall ("Crossroads-OK") located in Oklahoma City, Oklahoma and on July 21, 1994 the Company acquired Chesterfield Towne Center ("Chesterfield") in Richmond, Virginia. Crossroads- OK and Chesterfield are collectively referred to herein as the "1994 Acquisition Centers". In August, 1995, the Company acquired The Centre at Salisbury ("Salisbury") in Salisbury, Maryland, and in December, 1995 the Company acquired two malls, Capitola Mall ("Capitola"), in Capitola, California, and Queens Center ("Queens"), in Queens, New York. These properties are known as the "1995 Acquisition Centers." In January 1996, the Company acquired Villa Marina Marketplace ("Villa Marina"), Valley View Mall ("Valley View") in Dallas, Texas was acquired in October 1996 and Rimrock Mall ("Rimrock") in Billings, Montana and Vintage Faire Mall ("Vintage Faire") in Modesto, California were acquired in November 1996. In December 1996 the Company acquired Huntington Center ("Huntington") in Huntington Beach, California, Buenaventura Mall ("Buenaventura") in Ventura, California, and Fresno Fashion Fair ("Fresno") in Fresno, California. These properties are known as the "1996 Acquisition Centers." The financial statements include the results of the acquired properties from their acquisition dates. As a result, many of the variations in the results of operations, discussed below, occurred due to the addition of these properties to the Company's portfolio during 1996, 1995 and 1994. Many factors, such as availability and cost of capital, overall debt to market capitalization level, interest rates and availability of potential acquisition targets that meet the Company's criteria, impact the Company's ability to acquire additional properties. Accordingly, management is uncertain as to whether during 1997 and future years there will be similar acquisitions and corresponding increases in revenues, net income and Funds from Operations that occurred as a result of the 1996, 1995 and 1994 acquisitions. 19 General Background and Performance Measurement, Continued - --------------------------------------------------------- The bankruptcy and/or closure of retail stores, particularly Anchors, may reduce customer traffic and cash flow generated by a Center. During 1995, Federated Department Stores, Inc. announced the closure of the Broadway Stores at Panorama and Huntington Center and Weinstock's at Parklane. The Company acquired Weinstock's leasehold interest in 1996 and is negotiating with a replacement. Federated is currently negotiating with another retailer to sell the former Panorama Broadway building. The Huntington Center Broadway store is being demolished and replaced with a 21 screen theater complex. All three stores remained closed through December 31, 1996. The long-term closure of these or other stores could adversely affect the Company's performance. In addition, the Company's success in the highly competitive real estate shopping center business depends upon many other factors, including general economic conditions, the ability of tenants to make rent payments, increases or decreases in operating expenses and interest rates, occupancy levels, changes in demographics, competition from other centers and forms of retailing and the ability to renew leases or relet space upon the expiration or termination of leases. Assets and Liabilities - ---------------------- Total assets increased to $1,187,753,000 at December 31, 1996 compared to $763,398,000 at December 31, 1995 and $485,903,000 at December 31, 1994. During that same period, total liabilities increased from $326,588,000 in 1994 to $509,313,000 in 1995 to $767,266,000 in 1996. These changes were primarily as a result of the 1996 and 1995 common stock offerings, the purchase of the 1996 Acquisition Centers and 1995 Acquisition Centers and various refinancing and debt reduction transactions described below. A. Equity Offering ------------------- The Company had an equity offering in November, 1996 in which 5,750,000 shares were sold, raising $122.2 million of net equity, after costs of the offering. The use of those proceeds and timing are summarized below: November 6, 1996 to repay the acquisition debt on Valley View Mall 60,000,000 November 29, 1996 acquisition of Rimrock Mall and Vintage Faire Mall 16,700,000 November 11, 1996 payoff of line of credit 45,500,000 ---------------- Total 122,200,000 B. Acquisitions ---------------- On January 25, 1996, Villa Marina, a 447,684 square foot entertainment/community center was acquired. The purchase price was $80 million and included the assumption of debt of $22.5 million. On October 21, 1996 Valley View Mall, a 1.5 million square foot super regional mall in Dallas, Texas was acquired. The purchase price was $87.5 million. Concurrent with the acquisition the Company placed $60 million of debt on the property at an interest rate of LIBOR plus 1.50%. The Company has the option of converting this debt to fixed rate debt at any time prior to October 1, 1997. On November 27, 1996, the Company purchased Rimrock and Vintage Faire. The total purchase price was $118.2 million which included assumption of $88.4 million of debt which bears interest at an average fixed rate of 7.7%. On December 18, 1996, the Company acquired Huntington, Buenaventura and Fresno. The combined purchase price was $128.9 million and included assumption of mortgage debt of $38.0 million and $3.8 million of other liabilities. C. Refinancings and Debt Reductions ------------------------------------ On April 1, 1996 the mortgage debt on Crossroads-OK, Greentree Mall, and the Centre at Salisbury was refinanced. The total indebtedness was increased to $117 million, from $88 million, and the average interest rate was fixed at 7.2%. 20 C. Refinancings and Debt Reductions, Continued: ------------------------------------------------ On September 30, 1996 the $65.1 million mortgage loan at Queens Center was refinanced. The interest rate was reduced from LIBOR plus 1.10% to LIBOR plus 0.45%. On December 23, 1996 the Villa Marina Marketplace mortgage debt of $22 million was paid off. There was a $60 million loan placed on Valley View Mall concurrent with its acquisition. The interest rate is LIBOR plus 1.50% and the loan matures in October 1997, but the Company can convert the loan into a fixed rate loan that matures in October 2006. Concurrent with the acquisition of Buenaventura Mall, Fresno Fashion Fair and Huntington Center, a $57 million unsecured loan was obtained. The loan bears interest at LIBOR plus 1.625%. 21 Results of Operations - --------------------- Comparison of Years Ended December 31, 1996 and 1995 ---------------------------------------------------- Revenues -------- Minimum and percentage rents increased by 42% to $105.2 million from $74.1 million. Approximately $19.0 million of the increase resulted from the 1995 Acquisition Centers and $13.2 million resulted from the 1996 Acquisition Centers. These increases were partially offset by declining rents of $1.1 million at Parklane Mall which was adversely impacted by an anchor closure in 1996. Tenant recoveries increased to $47.7 million in 1996 from $27 million in 1995. The 1996 and 1995 Acquisition Centers caused $19.3 million of this increase. Approximately $1.1 million of the increase was due to higher recoverable expenses in 1996 compared to 1995. Other income increased to $2.2 million in 1996 from $1.4 million in 1995. Approximately $1.2 million of the increase related to the 1996 and 1995 Acquisition Centers. This increase was partially offset by lower interest income of $0.3 million in 1996 compared to 1995. Expenses -------- Shopping center expenses increased to $50.8 million in 1996 compared to $31.6 million in 1995. Approximately $18.7 million of the increase resulted from the 1996 and 1995 Acquisition Centers. The other centers had a net increase of $0.5 million in shopping center expenses of which approximately $1.1 million was for increased property taxes, $0.5 million of increased bad debt expense, offset by a reduction in ground rent expense of $1.3 million which resulted from the October, 1995 acquisition of land at Crossroads Mall-Boulder which had previously been leased. General and administrative expenses increased to $2.4 million in 1996 from $2.0 million in 1995 primarily due to increased professional fee expense. Interest Expense ---------------- Interest expense increased to $42.4 million in 1996 from $25.5 million in 1995. Interest expense attributable to County East Mall decreased $1.2 million in 1996 due to the payoff of that debt on December 31, 1995, also, there was a decrease of $1.3 million at Crossroads Mall-Boulder due to a December 1995 refinancing at a substantially lower interest rate. These reductions partially offset the increase of $19.1 million from the 1995 and 1996 Acquisition Centers. Depreciation and Amortization ----------------------------- Depreciation increased to $32.6 million from $25.7 million in 1995. An increase of approximately $7.6 million related to the 1995 and 1996 Acquisition Centers. This increase was offset by a decrease of approximately $1.4 million in amortization of financial instruments in 1996 which resulted from several financial instruments becoming fully amortized in 1995. Minority Interest ----------------- The minority interest represents the 36.7% weighted average interest of the Operating Partnership that is not owned by the Company during 1996. 22 Gain (Loss) From Unconsolidated Joint Ventures and Management Companies ----------------------------------------------------------------------- The gain from unconsolidated joint ventures and the management companies was $3.3 million for 1996, essentially the same as 1995. Extraordinary Loss on Early Retirement of Debt ---------------------------------------------- In connection with the sale of an interest rate cap, the Company wrote off unamortized financing costs of $0.3 million in 1996. In 1995 the Company wrote off $1.3 million of loan costs concurrent with the 1995 refinancing of Lakewood Mall. Net Income ---------- As a result of the foregoing, net income increased to $18.9 million in 1996 from $11.3 million in 1995. Operating Activities ------------------- Cash flow from operations increased to $80.4 million compared to $48.2 million in 1995. The increase resulted from the factors discussed above, primarily the impact of the 1995 and 1996 Acquisition Centers. Investing Activities -------------------- Cash flow used in investing activities was $296.6 million in 1996 compared to a reduction of $88.4 million in 1995. The change resulted primarily from the seven acquisitions completed in 1996 compared to three acquisitions in 1995. Financing Activities -------------------- Cash flow from financing activities increased to $216.3 million in 1996 compared to $52.0 million in 1995. The increase resulted from more mortgage financing done in 1996, primarily to fund the 1996 acquisitions. EBITDA and Funds From Operations -------------------------------- Due primarily to the factors mentioned above, EBITDA increased 48%, to $101.9 million in 1996 from $68.9 million in 1995 and Funds From Operations increased 39%, to $62.4 million, from $44.9 million in 1995. 23 Comparison of Years Ended December 31, 1995 and 1994 ---------------------------------------------------- Revenues -------- Minimum and percentage rents increased by 17.2% from $63,188,000 in 1994 to $74,067,000 in 1995. The 1995 Acquisition Centers accounted for approximately $3,407,000 of this increase and 1994 Acquisition Centers accounted for $6,128,000 of the increase. The primary reason for the balance of the increase was contractual rent increases in existing leases, and replacement of expiring leases with renewal leases at higher minimum rents. Tenant recoveries increased by $5,338,000 to $26,961,000 for the year ended December 31, 1995, compared to the same period of 1994. The 1995 Acquisition Centers accounted for $1,293,000 of this increase in recoveries and the 1994 Acquisition Centers accounted for $3,494,000. The balance of the increase resulted primarily from increased recoverable expenses at the other properties. Management fee income was $528,000 for the period from January 1, 1994 through March 15, 1994. Prior to the IPO the Management Companies were consolidated with the Predecessor. Subsequent to the IPO, the Management Companies are accounted for on the equity method and included in income from unconsolidated joint ventures and management companies. Other income increased from $682,000 in 1994 to $1,441,000 in 1995. This increase was due almost entirely to the temporary investment of the proceeds of a common stock offering into interest bearing investments until their ultimate use for debt repayment, acquisitions or other corporate purposes. Expenses -------- Shopping center expenses increased by $4,113,000 to $31,580,000 for 1995. An increase of $2,989,000 was due to the 1994 Acquisition Centers and $1,211,000 was due to the 1995 Acquisition Centers. The increase due to the Acquisition Centers was partially offset by reduced expense of $327,000 due to the purchase in October 1995 of a parcel of land at Crossroads Mall-Boulder which had previously been ground leased. In addition, real estate taxes, excluding the 1994 and 1995 Acquisition Centers, increased by $277,000 due to reassessments. There were no management and leasing expenses in 1995 compared to $557,000 for 1994. This decrease is a result of the Management Companies being accounted for on the equity method after March 16, 1994. General and administrative expenses of the Company were $2,011,000 compared to $1,545,000 during 1994. This difference was primarily due to the Company being operational for only nine and one-half months in 1994. Interest Expense ---------------- Interest expense increased by 14.8% from $22,237,000 for the twelve months ended December 31, 1994 to $25,531,000 for 1995. This was partially due to interest expense of $3,591,000 for the 1994 Acquisition Centers and $710,000 for the 1995 Acquisition Centers. There was a reduction in same center interest expense in 1995 primarily due to the net reduction of approximately $117,100,000 of debt in March, 1994 subsequent to the IPO. During 1995, there was a full year of benefit from those reductions. Depreciation and Amortization ----------------------------- Depreciation increased by $3,280,000 to $25,749,000 for the twelve months ended December 31, 1996. The 1995 Acquisition Centers accounted for $717,000 of the difference and the Acquisition Centers that were purchased in 1994, but depreciated for a full year in 1995, accounted for $1,745,000. Also contributing to this increase was $515,000 related to additional depreciation of the 1994 acquisition cost of partnership interests. Minority Interest In Operating Partnership ------------------------------------------ The minority interest in the Operating Partnership represents the 42% weighted average interest in the Operating Partnership that is not owned by the Company at December 31, 1995. 24 Gain (Loss) From Unconsolidated Joint Ventures and Management Companies ----------------------------------------------------------------------- The gain from unconsolidated joint ventures and the management companies increased to $3,250,000 for 1995 compared to $2,784,000 for 1994. This increase was primarily due to net income at Broadway Plaza increasing by $1,341,000 largely resulting from the addition of 15,000 square feet of space which was completed during 1994 and reduction of the interest expense due to a debt reduction in March, 1994. The Company owns a 50% joint venture interest in Broadway Plaza. Extraordinary Loss on Early Retirement of Debt ---------------------------------------------- In connection with the 1995 refinancing of mortgage debt at Lakewood Mall, the Company wrote off unamortized financing costs of $1,299,000 associated with the retired debt of. Net Income ---------- As a result of the foregoing, net income increased by $3,565,000 in 1995 compared to 1994. Operating Activities -------------------- Cash flow from operations was $44,936,000 in 1995, a 32.5% increase over 1994, primarily due to the factors mentioned above. Investing Activities -------------------- Cash was utilized in investing activities totaling ($88,413,000) in 1995 compared to ($137,637,000) in 1994. In 1994, cash flow was reduced by investing activities, primarily the acquisition of property and partnership interests concurrent with the IPO and the acquisition of Chesterfield. Also contributing to the decrease was $27,799,000 of contributions to joint ventures which was primarily used to pay down debt at the joint ventures. During 1995, the decrease in cash flow due to investing activities related primarily to cash expended for the 1995 Acquisition Centers. Financing Activities -------------------- Financing activities reflected net cash flow of $51,973,000 in 1995, compared to $99,584,000 in 1994. This was primarily the result of the IPO in 1994 compared to the equity offering and refinancings in 1995. EBITDA and Funds From Operations -------------------------------- Due to factors described above, EBITDA increased 22% to $68,878,000 from $56,452,000 in 1994. Funds from Operations increased by 25.3% to $48,612,000 in 1995 from $38,790,000 in 1994. Liquidity and Capital Resources ------------------------------- The Company intends to meet its short term liquidity requirements through cash generated from operations and working capital reserves. The Company anticipates that revenues will continue to provide necessary funds for its operating expenses and debt service requirements, and to pay dividends to stockholders in accordance with REIT requirements. The Company anticipates that cash generated from operations, together with cash on hand, will be adequate to fund capital expenditures which will not be reimbursed by tenants, other than non- recurring capital expenditures. Capital for major expenditures or redevelopments has been, and is expected to continue to be, obtained from equity or debt financings. The Company believes that it will have access to the capital necessary to expand its business in accordance with its strategies for growth and maximizing Funds from Operations. The Company presently intends to obtain additional capital necessary to expand its business through a combination of additional equity offerings and debt financings. 25 Liquidity and Capital Resources, Continued ------------------------------------------ The Company's total outstanding loan indebtedness at December 31, 1996 was $818.0 million (including its pro rata share of joint venture debt). This equated to a debt to Total Market Capitalization (defined as total debt of the Operating Partnership, including its pro rata share of joint venture debt, plus aggregate market value of outstanding shares of common stock, assuming full conversion of OP Units into stock) rate of approximately 45.0% at year end. Such debt consists primarily of conventional mortgages payable secured by individual properties. See "Properties-Mortgage Debt" for a description of the Company's outstanding indebtedness. In connection with $65.1 million of the Company's floating rate indebtedness, the Company has entered into interest rate protection agreements that limit the Company's exposure to increases in interest rates. See "Properties-Mortgage Debt." The Company has filed a shelf registration statement, which is not yet effective, to sell securities. The shelf registration is for a total of $500 million of common stock or common stock warrants. The Company has a line of credit up to $50 million. There was $12 million outstanding at December 31, 1996 and $0 outstanding at December 31, 1995. At December 31, 1996 the Company had cash and cash equivalents available of $15.6 million. 26 Funds From Operations --------------------- The Company believes that the most significant measure of its performance is Funds from Operations ("FFO"). FFO is defined by The National Association of Real Estate Investment Trusts ("NAREIT") to be: Net income, excluding gains (or losses) from debt restructuring and sales of property, plus depreciation and amortization and after adjustments for unconsolidated joint ventures. Adjustments for unconsolidated partnerships and joint ventures will be calculated to reflect FFO on the same basis. This is herein referred to as "FFO - Original Definition". In May 1995, NAREIT issued a revised interpretation of FFO. This revised definition of FFO ("FFO - New Definition") excludes the add back of non real estate depreciation and amortization. Extraordinary items and significant non-recurring events are also excluded from FFO-New Definition. FFO does not represent cash flow from operations, as defined by generally accepted accounting principles, and is not necessarily indicative of cash available to fund all cash flow needs. The following reconciles net income to the FFO - Original Definition to the FFO - New Definition.

1996 1995 1994 ------ ----- ----- (Pro forma) (amounts in thousands) Net income $18,911 $11,303 $10,450 Adjustments to reconcile net income to FFO - Original Definition: Minority interest 10,975 8,246 8,008 Depreciation and amortization on wholly owned properties 32,591 25,749 23,195 Pro rata share of unconsolidated entity depreciation and amortization 2,096 2,255 1,797 Extraordinary loss on early extinguishment of debt 315 1,299 - Pro rata share of (gain) loss on sale of joint venture assets (110) (240) (366) --------- --------- ----------- Sub Total FFO - Original Definition 64,778 48,612 43,084 Adjustments to reconcile to FFO - New Definition: Amortization of loan costs, including interest rate caps and swaps (2,090) (3,250) (3,489) Depreciation of personal property (260) (424) (252) --------- ---------- ---------- FFO - New Definition $62,428 $44,938 $39,343 ---------- ---------- ---------- ---------- ---------- ---------- Company's share of FFO - new definition $39,502 $25,982 $22,011 ---------- ---------- ---------- --------- ---------- ---------- Weighted average number of shares outstanding, assuming full conversion of OP Units 32,934 26,930 25,645 --------- ---------- --------- --------- ---------- ---------
Included in minimum rents were rents attributable to the accounting practice of "straight lining of rents." The amount of straight lining of rents that impacted minimum rents was $1,832 for 1996, $944 for 1995 and $1,306 for 1994 (pro forma). 27 Inflation - --------- In the last three years, inflation has not had a significant impact on the Company or the Predecessor because of a relatively low inflation rate. Substantially all the leases at the Centers have rent adjustments periodically through the lease term. These rent increases are either in fixed increments or based on increases in the Consumer Price Index. In addition, many of the leases are for terms of less than ten years, which enables the Company to replace existing leases with new leases at higher base rents if the rents of the existing leases are below the then existing market rate. Additionally, most of the leases require the tenants to pay their pro rata share of operating expenses. This reduces the Company's exposure to increases in costs and operating expenses resulting from inflation. New Pronouncements Issued: - ------------------------- None. Item 8. Financial Statements and Supplementary Data - ---------------------------------------------------- Refer to the Index to Financial Statements and Financial Statement Schedules for the required information. Item 9. Changes in and Disagreements with Accountants or Accounting and Financial Disclosure. - -------------------------------------------------------------------------- None. Part III Item 10. Directors and Executive Officers of the Company. - ---------------------------------------------------------- There is hereby incorporated by reference the information which appears under the captions "Election of Director," "Executive Officers" and "Section 16 Reporting" in the Company's definitive proxy statement for its 1996 Annual Meeting of Stockholders. Item 11. Executive Compensation. - --------------------------------- There is hereby incorporated by reference the information which appears under the caption "Executive Compensation" in the Company's definitive proxy statement for its 1996 Annual Meeting of Stockholders; provided, however, that neither the Report of the Compensation Committee on executive compensation nor the Stock Performance Graph set forth therein shall be incorporated by reference herein, in any of the Company's prior or future filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent the Company specifically incorporates such report or stock performance graph by reference therein and shall not be otherwise deemed filed under either of such Acts. Item 12. Security Ownership of Certain Beneficial Owners and Management - ------------------------------------------------------------------------ There is hereby incorporated by reference the information which appears under the captions "Principal Stockholders," "Information Regarding Nominees and Directors" and "Executive Officers" in the Company's definitive proxy statement for its 1996 Annual Meeting of Stockholders. Item 13. Certain Relationships and Related Transactions - -------------------------------------------------------- There is hereby incorporated by reference the information which appears under the captions "Certain Transactions" in the Company's definitive proxy statement for its 1996 Annual Meeting of Stockholders. 28 PART IV Item 14. Exhibits, Financial Statement Schedule and Reports on Form 8-K - ------------------------------------------------------------------------- Page (a) 1. Financial Statements Report of Independent Accountants 30 Consolidated balance sheets of the Company as of December 31, 1996 and 1995 31 Consolidated statements of operations of the Company for the years ended December 31, 1996 and 1995 and for the period from March 16, 1994 through December 31, 1994 and combined statement of operations of the Predecessor for the period from January 1, 1994 through March 15, 1994 32 Consolidated statements of stockholders' equity of the Company for the years ended December 31, 1996 and 1995 and for the period from March 16, 1994 to December 31, 1994 and combined statement of partners' deficit for the Predecessor for the period from January 1 through March 15, 1994. 33 Consolidated statements of cash flows of the Company for the years ended December 31, 1996 and 1995 and for the period from March 16, 1994 through December 31, 1994 and combined statement of cash flows of the Predecessor for the period from January 1, 1994 through March 15, 1994. 34 Notes to consolidated and combined financial statements. 35 2. Financial Statement Schedules Schedule III - Real estate and accumulated depreciation 51 (b) 1. Reports on Form 8-K filed during the last quarter of 1996 are incorporated by reference to this item. A. Form 8-K dated October 30, 1996 for the acquisition of Valley View Mall, including the financial statements of the business to be acquired and pro forma financial information. B. Form 8-K dated December 11, 1996 for the acquisition of Vintage Faire Mall and Rimrock Mall. (c) 1. Exhibits The Exhibit Index attached hereto is incorporated by reference to this item. 29 REPORT OF INDEPENDENT ACCOUNTANTS ---------------------------------- To the Board of Directors and Stockholders of The Macerich Company We have audited the consolidated and combined financial statements and financial statement schedule of The Macerich Company and Macerich Predecessor Affiliates as listed in Item 14(a) of this Form 10-K. These financial statements and financial statement schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these statements and financial statement schedule based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of The Macerich Company as of December 31, 1996 and 1995, and the consolidated and combined results of the Macerich Company's and Macerich Predecessor Affiliates' operations and their cash flows for the years ended December 31, 1996 and 1995 and for the period March 16, 1994 through December 31, 1994 and the period January 1, 1994 through March 15, 1994, respectively, in conformity with generally accepted accounting principles. In addition, in our opinion, the financial statement schedule referred to above, when considered in relation to the basic financial statements taken as a whole, presents fairly, in all material respects, the information required to be included therein. COOPERS & LYBRAND L.L.P. Los Angeles, California March 14, 1997 30 THE MACERICH COMPANY (THE "COMPANY") CONSOLIDATED BALANCE SHEETS (Dollars in thousands, except share data) December 31, 1996 1995 ---- ---- ASSETS: ------- Property, net $1,108,668 $694,900 Cash and cash equivalents 15,643 15,570 Tenant receivables, including accrued overage rents of $3,805 in 1996 and $2,455 in 1995 23,192 15,214 Due from affiliates 3,105 - Deferred charges and other assets, net 20,716 20,434 Investment in joint ventures and the Management Companies 16,429 17,280 ---------- ------- Total assets $1,187,753 $763,398 ----------- -------- ------------ -------- LIABILITIES AND STOCKHOLDERS' EQUITY: ------------------------------------- Mortgage notes payable: Related parties $135,944 $136,186 Others 584,295 349,007 ---------- -------- Total 720,239 485,193 Bank notes payable 69,000 - Accounts payable 4,197 2,265 Accrued interest expense 3,584 2,015 Accrued real estate taxes and ground rent expense 7,616 4,522 Due to affiliates 430 811 Deferred acquisition liability 5,000 5,000 Other accrued liabilities 27,696 9,507 ---------- -------- Total liabilities 837,762 509,313 ---------- -------- Minority interest in Operating Partnership 112,242 95,740 ---------- -------- Commitments and contingencies (Note 10) Stockholders' equity: Preferred stock, $.01 par value, 10,000,000 shares authorized - none issued - - Common stock, $.01 par value, 100,000,000 shares authorized, 25,743,000 and 19,977,000 shares issued and outstanding at December 31, 1996 and 1995, respectively 257 200 Additional paid in capital 238,346 158,145 Accumulated earnings - - Unamortized restricted stock (854) - ----------- ------- Total stockholders' equity 237,749 158,345 ----------- ------- Total liabilities and stockholders' equity 1,187,753 763,398 ----------- -------- ----------- --------
The accompanying notes are an integral part of these financial statements. 31 THE MACERICH COMPANY (THE "COMPANY") and MACERICH PREDECESSOR AFFILIATES ("PREDECESSOR") CONSOLIDATED STATEMENTS OF OPERATIONS OF THE COMPANY AND COMBINED STATEMENT OF OPERATIONS OF THE PREDECESSOR (Dollars in thousands, except per share amounts) The Company Predecessor ---------------------------------------- ------------- For the year ended March 16 January 1 December 31, December 31, to December 31, to March 15, 1996 1995 1994 1994 ------------ ------------ -------------- ----------- REVENUES: Minimum rents $99,061 $69,253 $48,663 $9,993 Percentage rents 6,142 4,814 3,681 851 Tenant recoveries 47,648 26,961 18,515 3,108 --------- ------------ ---------- ----------- 152,851 101,028 70,859 13,952 --------- ------------ ---------- ----------- Management fees: Affiliates - - - 401 Other - - - 127 --------- ------------ ---------- ----------- - - - 528 --------- ------------ ---------- ----------- Other 2,208 1,441 582 100 --------- ------------ ---------- ----------- Total revenues 155,059 102,469 71,441 14,580 --------- ------------ ---------- ----------- EXPENSES: Shopping center expenses 50,792 31,580 22,576 4,891 Management and leasing services - - - 557 General and administrative expense 2,378 2,011 1,545 - --------- ------------ ---------- ----------- 53,170 33,591 24,121 5,448 --------- ------------ ---------- ----------- Interest expense: Related parties 10,172 8,226 6,417 2,235 Others 32,181 17,305 9,674 3,911 Depreciation and amortization 32,591 25,749 18,827 3,642 --------- ------------ ---------- ----------- 74,944 51,280 34,918 9,788 --------- ------------ ---------- ----------- Equity in income (loss) of unconsolidated joint ventures and the management companies 3,256 3,250 3,016 (232) --------- ------------ ---------- ----------- Income before minority interest and extraordinary item 30,201 20,848 15,418 (888) Extraordinary loss from early extinguishment of debt (315) (1,299) - - --------- ------------ ---------- ----------- Income (loss) of the Operating Partnership 29,886 19,549 15,418 (888) Less minority interest in net income of Operating Partnership 10,975 8,246 6,792 - --------- ------------ ---------- ----------- Net income (loss) $18,911 $11,303 $8,626 ($888) --------- ------------ ---------- ----------- --------- ------------ ---------- ----------- Earnings per common share: Income before extraordinary item $0.92 $0.78 $0.60 Extraordinary item (0.01) (0.05) - --------- ------------ ---------- Net income $0.91 $0.73 $0.60 --------- ------------ ---------- --------- ------------ ---------- Weighted average number of shares of common stock outstanding 20,781,000 15,482,000 14,375,000 ---------- ------------ ----------- ---------- ------------ -----------
The accompanying notes are an integral part of these financial statements. 32 THE MACERICH COMPANY (THE COMPANY) and MACERICH PREDECESSOR AFFILIATES (PREDECESSOR) CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY AND COMBINED STATEMENT OF PARTNERS' DEFICIT OF THE PREDECESSOR (In thousands, except share data) The Company Predecessor Common Common Stock Additional Unamortized Total Stock Par Paid In Accumulated Restricted Stockholders' Partners' (# shares) Value Capital Earnings Stock Equity Deficit --------- ------- ------------- ------------- ---------- ----------- -------- Balance December 31, 1993 (88,294) Contributions 1,675 Distributions (6,847) Net income (888) ---------- Balance March 16, 1994 (inception) ($94,354) ---------- ---------- Common stock issued to the public 14,375,000 $144 $272,981 $273,125 Issuance costs (23,656) (23,656) Distributions paid ($.87 per share) (3,880) ($8,626) (12,506) Net income from inception to 12/31/94 - - - 8,626 8,626 Accounting adjustment necessary to reflect assets at Predecessor cost (158,650) (158,650) ------------- ------ ---------- ---------- ----------- ---------- Balance December 31, 1994 14,375,000 144 86,795 - 245,589 Common stock issued to public 5,600,000 56 107,408 107,464 Issuance costs (582) (582) Distributions paid ($1.66 per share) (14,913) (11,303) (26,216) Net income 11,303 11,303 Adjustment to reflect minority interest on a pro rata basis according to year end ownership percentage of Operating Partnership (20,615) (20,615) Other, net 2,000 52 52 ------------- ------ ---------- ---------- ------------ ------------- Balance December 31, 1995 19,977,000 200 158,145 - 316,995 Common stock issued to public 5,750,000 57 122,129 - 122,186 Issuance costs - - (152) - (152) Issuance of restricted stock 41,238 - 854 - $0 854 Unvested restricted stock (41,238) - - - (854) (854) Exercise of stock options 16,000 - 291 - 291 Distributions paid ($1.70 per share (17,565) (18,911) (36,476) Net income - - - 18,911 18,911 Adjustment to reflect minority interest on a pro rata basis according to year end ownership percentage of Operating Partnership - - (25,356) - (25,356) ------------- ------ ---------- ---------- ------------- ------------- Balance December 31, 1996 25,743,000 $257 $238,346 $0 ($854) $237,749 ------------- ------ --------- ----------- ------------ ------------- ------------- ------ --------- ----------- ------------ -------------
The accompanying notes are an integral part of these financial statements. 33 THE MACERICH COMPANY (THE "COMPANY") and MACERICH PREDECESSOR AFFILIATES (PREDECESSOR) CONSOLIDATED STATEMENTS OF CASH FLOWS OF THE COMPANY AND COMBINED STATEMENT OF CASH FLOWS OF THE PREDECESSOR (Dollars in thousands) The Company Predecessor January 1 to January 1 to March 16 to January 1, December 31, December 31, December 31, to March 15, 1996 1995 1994 1994 --------- ------------ ------------ --------- Cash flows from operating activities: Net income (loss) $18,911 $11,303 $8,626 ($888) --------- ------------ ------------ --------- Adjustments to reconcile net income (loss) to net cash provided by operating activities: Extraordinary loss on early extinguishment of debt 315 1,299 - - Depreciation and amortization 32,591 25,749 18,827 3,642 Interest payments deferred, (deferred interest paid) - - 2,369 (2,591) Amortization of discount on trust deed note payable 33 547 394 104 Minority interest in the income of the Operating Partnership 10,975 8,246 6,792 - Changes in assets and liabilities: Tenant receivables, net (7,977) (2,973) (4,262) (758) Other assets 1,181 (2,149) (911) 217 Accounts payable and accrued expenses 6,596 1,378 (422) 1,163 Due to affiliates (382) 345 (1,309) 2,324 Other liabilities 18,188 4,441 (93) 3,236 --------- ------------ ------------ --------- Total adjustments 61,520 36,883 21,385 7,337 --------- ------------ ------------ --------- Net cash provided by operating activities 80,431 48,186 30,011 6,449 --------- ------------ ------------ --------- Cash flows from investing activities: Acquisitions of property and improvements (277,319) (75,738) (106,780) (170) Renovations and expansions of centers (8,019) (4,571) (3,904) (253) Additions to tenant improvements (920) (1,554) (1,704) (215) Equity in (income) loss of unconsolidated joint ventures and the management companies (3,256) (3,250) (2,778) 232 Deferred charges (9,111) (6,698) 3,092 (1,113) (Contributions to) and distributions from joint ventures 4,107 3,398 (27,799) 225 (Loans to) repayment from affiliates (3,105) - 2,236 (365) Proceeds from sale of assets 948 - - - --------- ------------ ------------ --------- Net cash used in investing activities (296,675) (88,413) (137,637) (1,659) --------- ------------ ------------ --------- Cash flows from financing activities: Proceeds from notes and mortgages payable 235,673 148,000 111,773 227 Interest rate agreements - - (6,225) - Payments on mortgage and notes payable (84,775) (157,800) (235,501) 2,552 Net proceeds from equity offerings 122,034 106,879 249,325 - Actual and deemed net distributions to partners (56,615) (45,106) (20,171) (5,172) Investment of cash restricted for use - - 383 50 --------- ------------ ------------ --------- Net cash provided by (used in) financing activities 216,317 51,973 99,584 (2,343) --------- ------------ ------------ --------- Net increase (decrease) in cash 73 11,746 (8,042) 2,447 Cash and cash equivalents, beginning of period 15,570 3,824 11,866 9,419 --------- ------------ ------------ --------- Cash and cash equivalents, end of period $15,643 $15,570 $3,824 $11,866 --------- ------------ ----------- --------- --------- ------------ ------------ --------- Supplemental cash flow information: Cash payment for interest, net of amounts capitalized $40,572 $24,429 $15,975 $ 8,403 --------- ------------ ------------ --------- --------- ------------ ------------ --------- Non cash transactions: Acquisition of property by assumption of debt $152,228 $178,900 $67,547 - --------- ------------ ------------ --------- --------- ------------ ------------ --------- Acquisition of property by issuance of OP units $600 $18,448 $3,915 - --------- ------------ ------------ --------- --------- ------------ ------------ ---------
The accompanying notes are an integral part of these financial statements. 34 THE MACERICH COMPANY (THE "COMPANY") and MACERICH PREDECESSOR AFFILIATES (PREDECESSOR) NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS (Dollars in thousands, except per share amounts) 1. Organization And Basis Of Presentation: - -------------------------------------------- Macerich Predecessor Affiliates ("Predecessor"), represent entities owned by or affiliated with Macerich principals and their affiliates ("The Macerich Group") that were reorganized to combine The Macerich Group's interests in certain retail investment properties and property management, leasing and redevelopment businesses. The reorganization entailed a public offering of common stock in a newly formed Maryland corporation, The Macerich Company ("Company"), the proceeds of which were invested in the Macerich Partnership L.P. ("The Operating Partnership"). The Company commenced operations effective with the completion of the initial public offering (the "IPO") on March 16, 1994. The Operating Partnership holds ownership interests in the entities reflected herein as Predecessor for periods prior to March 16, 1994. These interests in the Predecessor were obtained in exchange for cash, an ownership interest in The Operating Partnership ("OP Units") and common stock of the Company. OP Units not held by the Company can be exchanged, subject to certain restrictions, on a one-for-one basis, into the Company's common stock. The Company, which was organized to qualify as a real estate investment trust ("REIT") under the Internal Revenue Service Code of 1986, as amended, as of December 31, 1996, owns approximately 68% of The Operating Partnership and is the sole general partner. The 32% limited partnership interest of the Operating Partnership, not owned by the Company, is reflected in these financial statements as minority interest. The average total number of OP Units outstanding in The Operating Partnership (including the units owned by the Company) was 32,934,000 for the year ended December 31, 1996, 26,930,000 for the year ended December 31, 1995, and 25,645,000 for the period from March 16, 1994 to December 31, 1994. The property management, leasing and redevelopment of the Company's portfolio is provided by the Macerich Management Company and Macerich Property Management Company, California corporations (together referred to hereafter as "the Management Companies"). The non-voting preferred stock of the Management Companies is owned by The Operating Partnership, which provides The Operating Partnership the right to receive 95% of the distributable cash flow from the Management Companies. Basis Of Presentation: - ---------------------- The consolidated financial statements of the Company include the accounts of the Company and the Operating Partnership. The accompanying Predecessor financial statements are presented on a combined basis as the entities are predecessor businesses to the Company. The properties which The Operating Partnership does not own a greater than 50% interest in, and the Management Companies, have been accounted for under the equity method of accounting. These entities are reflected on the Company's consolidated financial statements as investment in joint ventures and the Management Companies. The Management Companies are combined with the financial statements of the Predecessor in the combined financial statements of the Predecessor. The formation of the Company has been reflected as a reorganization of the predecessor business with the assets and liabilities reflected at the historical cost basis of the Predecessor, except for those properties for which monetary consideration was given to acquire interests previously held by outside joint venture partners, in which case the portion of the property so acquired has been adjusted to reflect the value of the consideration given. All significant intercompany accounts and transactions have been eliminated in the consolidated and combined financial statements. 35 THE MACERICH COMPANY (THE "COMPANY") and MACERICH PREDECESSOR AFFILIATES (PREDECESSOR) NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS (Dollars in thousands, except per share amounts) 2. Summary of Significant Accounting Policies: - ------------------------------------------------- Cash And Cash Equivalents: - ------------------------- The Company considers all highly liquid investments with an original maturity of 90 days or less when purchased to be cash equivalents, for which cost approximates market. Included in cash is restricted cash of $3,775 at December 31, 1996 and $750 at December 31, 1995 which reflects cash restricted under terms of a loan agreement to be used for certain capital expenditures. Revenues: - -------- Minimum rental revenues are recognized on a straight-line basis over the terms of the related lease. The difference between the amount of rent due in a year and the amount recorded as rental income is referred to as the "straight lining of rent adjustment." Rental income was increased by $1,832 in 1996, $944 in 1995, $1,212 for the period from March 16, 1994 to December 31, 1994, and $94 for the period from January 1, 1994 to March 15, 1994 due to the straight lining of rent adjustment. Percentage rents are recognized on an accrual basis. Recoveries from tenants for real estate taxes, insurance and other shopping center operating expenses are recognized as revenues in the period the applicable costs are incurred. The Management Companies provide property management, leasing, corporate, development and acquisitions services to affiliated and non- affiliated shopping centers. In consideration for these services, the Management Companies receive monthly management fees generally ranging from 1.5% to 5% of the gross monthly rental revenue of the properties managed. Management fees are recognized as revenue as they are earned in the combined financial statements of the Predecessor. Property: - -------- Costs related to the acquisition, development, construction and improvement of properties are capitalized. Interest costs are capitalized until construction is substantially complete. Expenditures for maintenance and repairs are charged to operations as incurred. Realized gains and losses are recognized upon disposal or retirement of the related assets and are reflected in earnings. Property is recorded at cost and is depreciated using a straight- line method over the estimated useful lives of the assets as follows: Tenant improvements initial term of related lease Buildings and improvements 5-40 years Equipment and furnishings 5- 7 years Deferred Charges: ---------------- Costs relating to financing of shopping center properties and obtaining tenant leases are deferred and amortized over the initial term of the agreement. The straight-line method is used to amortize all costs except financing, for which the effective interest method is used. The range of the terms of the agreements are as follows: Deferred lease costs 2 - 15 years Deferred financing costs 1 - 15 years 36 THE MACERICH COMPANY (THE "COMPANY") and MACERICH PREDECESSOR AFFILIATES (PREDECESSOR) NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS (Dollars in thousands, except per share amounts) 2. Summary of Significant Accounting Policies, Continued: - ----------------------------------------------------- Deferred Acquisition Liability: - ------------------------------ As part of the Company's total consideration to the seller of Capitola Mall, the Company will issue $5,000 of OP Units five years after the acquisition date. The number of OP Units will be determined based on the Company's common stock price at that time. Income Taxes: - ------------ The Company has elected to be taxed as a REIT under the Internal Revenue Code of 1986, as amended. A REIT is generally not subject to income taxation on that portion of its income that qualifies as REIT taxable income as long as it distributes at least 95 percent of its taxable income to its stockholders and complies with other requirements. Accordingly, no provision has been made for income taxes in the consolidated financial statements. On a tax basis, the distributions of $1.70 paid during 1996 represented $1.14 of ordinary income and $0.56 of return of capital and the distributions of $1.66 per share during 1995 represented $1.00 of ordinary income and $0.66 return of capital. During 1994 the distributions were $0.87 per share of which $0.70 was ordinary income and $0.17 was return of capital. Each partner is taxed individually on their share of partnership income or loss, and accordingly, no provision for federal and state income tax is provided for the Operating Partnership or Predecessor in the combined financial statements. Reclassifications: - ----------------- Certain reclassifications have been made to the 1994 and 1995 financial statements to conform to the 1996 financial statement presentation. Accounting Pronouncements: - ------------------------- During 1995 the Financial Accounting Standard Board ("FAS") issued Statement of Accounting Standards No. 121 "Accounting for the Impairment of Long-Lived Assets" and FAS No. 123 "Accounting for Stock-Based Compensation." The Company adopted these pronouncement in 1996 but the requirements of these statements did not have a significant impact on the Company's consolidated financial statements. The effect of FAS 123 is discussed in Footnote 12 and the effect of FAS 121 is discussed below. Impairment of Long-Lived Assets: - ------------------------------- In March 1995, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards ("SFAS") No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of." SFAS No 121 requires that long-lived assets and certain identifiable intangibles to be held and used by an entity be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Certain long-lived assets and certain identifiable intangibles to be disposed must be reported at the lower of carrying amount or fair value less cost to sell. The Company adopted SFAS No.121 beginning in the first quarter of 1996 with no material impact to the Company's financial condition or results of operations. 37 THE MACERICH COMPANY (THE "COMPANY") and MACERICH PREDECESSOR AFFILIATES (PREDECESSOR) NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS (Dollars in thousands, except per share amounts) 2. Summary of Significant Accounting Policies, Continued: - ------------------------------------------------------ Fair Value of Financial Instruments: - ----------------------------------- To meet the reporting requirement of FAS No. 107 "Disclosures about Fair Value of Financial Instruments", the Company calculates the fair value of financial instruments and includes this additional information in the notes to financial statements when the fair value is different than the carrying value of those financial instruments. When the fair value reasonably approximates the carrying value, no additional disclosure is made. The estimated fair value amounts have been determined by the Company using available market information and appropriate valuation methodologies. However, considerable judgment is necessarily required in interpreting market data to develop the estimates of fair value. Accordingly, the estimates presented herein are not necessarily indicative of the amounts that the Company could realize in a current market exchange. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts. Interest rate cap agreements are purchased by the Company from third parties to hedge the risk of interest rate increases on some of the Company's variable rate debt. The cost of these cap agreements is amortized over the life of the cap agreement on a straight line basis. Payments received as a result of the cap agreements are recorded as a reduction of interest expense. The unamortized costs of the cap agreements are included in deferred charges. The fair market value of these caps will vary with fluctuations in interest rates. The Company is exposed to credit loss in the event of nonperformance by these counter parties to the financial instruments, however, management does not anticipate nonperformance by the counter party. Earnings Per Share: - ------------------ The computation of primary earnings per share is based on net income and the weighted average number of common shares outstanding for the years ended December 31, 1996 and 1995. The outstanding common stock options have less than a 3% dilutive effect on earnings per share and thus have not been included in the computation. The effect of the Company stock option plan was calculated using the Treasury stock method. The computation of fully diluted earnings per share is less than 3% dilutive and has not been presented. Concentration of Risk: - ---------------------- Lakewood Mall generated 16.0% of total shopping center revenues in 1996, 22.0% in 1995 and 25.6% in 1994. Shopping center revenues at Crossroads Mall-Colorado accounted for 10.6% of total shopping center revenues in 1995 and 12.16% in 1994. During 1995 Chesterfield accounted for 12.6% of total Shopping Center revenues. Queens Center accounted for 13.8% of 1996 shopping center revenue. No other Center generated more than 10% of shopping center revenues during 1996, 1995 or 1994. The Centers derived approximately 88.8% of their total rents for the year ended December 31, 1996 from Mall and Freestanding Stores. No single retailer accounted for more than 6.5% of annual base rents of the Company as of December 31, 1996. The Limited represented 6.3% of total minimum rents in place as of December 31, 1996 and Woolworth represented 4.8% as of that date. No other retailer represented more than 2.5% of total minimum rents as of December 31, 1996. Management Estimates: - --------------------- The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. 38 THE MACERICH COMPANY (THE "COMPANY") and MACERICH PREDECESSOR AFFILIATES (PREDECESSOR) NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS (Dollars in thousands, except per share amounts) 3. Investments In Joint Ventures and the Management Companies: - ----------------------------------------------------------- The following are the Company's investments in various real estate joint ventures which own regional retail shopping centers. The Operating Partnership is a general partner in these joint ventures. The Operating Partnership's interest in each joint venture as of December 31, 1996 is as follows: The Operating Partnership's Joint Venture Ownership % ----------------------- ------------- Macerich Northwestern Associates 50% North Valley Plaza Associates 50% Panorama City Associates 50% West Acres Development 19% The Operating Partnership also owns the non-voting preferred stock of the Management Companies and is entitled to receive 95% of the distributable cash flow. Combined and condensed balance sheets and statement of operations are presented below for all unconsolidated joint ventures and the Management Companies, followed by information regarding The Operating Partnership's/ Predecessor's beneficial interest in operations. Beneficial interest is calculated based on the terms of the joint venture agreements and reflects 95% of the Management Companies. COMBINED AND CONDENSED BALANCE SHEETS OF JOINT VENTURES AND THE MANAGEMENT COMPANIES December 31, December 31, 1996 1995 Assets: Properties, net $106,751 $104,879 Other assets 13,257 10,923 ------------ ---------- Total assets $120,008 $115,802 ------------ ---------- ------------ ---------- Liabilities and partners' capital: Mortgage notes payable $ 81,925 $ 82,515 Other liabilities 11,116 5,306 The Company's capital 16,429 17,280 Outside partners' capital 10,538 10,701 ------------ ---------- Total liabilities and partners' capital $120,008 $115,802 ------------ ---------- ------------ ----------
39 THE MACERICH COMPANY (THE "COMPANY") and MACERICH PREDECESSOR AFFILIATES (PREDECESSOR) NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS (Dollars in thousands, except per share amounts) 3. Investments In Joint Ventures and the Management Companies, Continued: - ---------------------------------------------------------------------- COMBINED AND CONDENSED STATEMENTS OF OPERATIONS OF JOINT VENTURES AND THE MANAGEMENT COMPANIES From March 16 From January 1 to to 1996 1995 Dec 31, 1994 March 15, 1994 ----------- ----------- ------------------ ------------------ Revenues $31,533 $32,270 $24,944 $5,099 ----------- ----------- ------------------ ------------------ Expenses: Management Company expense 4,293 3,987 3,958 - Shopping center expenses 9,598 9,293 6,724 2,063 Interest 6,409 6,414 4,740 2,317 Depreciation and amortization 4,406 4,485 3,283 796 ----------- ----------- ------------------ ------------------ Total operating costs 24,706 24,179 18,705 5,176 ----------- ----------- ------------------ ------------------ Gain on sale of land 581 1,265 1,875 28 ----------- ----------- ------------------ ------------------ Net income (loss) $7,408 $9,356 $8,114 ($49) ----------- ----------- ------------------ ------------------ ----------- ----------- ------------------ ------------------
Significant accounting policies used by the unconsolidated joint ventures and the Management Companies are similar to those used by the Company. The Management Companies are reflected above for the years ended December 31, 1996 and 1995 and for the period from March 16, 1994 to December 31, 1994. Prior to March 16, 1994 (the date of the IPO) the Management Companies were combined and included in the results of the Predecessor. Included in mortgage notes payable are amounts due to related parties of $43,500 for the years ended December 31, 1996, 1995 and 1994. Interest expense incurred on these borrowings amounted to $2,976 for the years ended December 31, 1996 and 1995, $1,631 for the period from January 1 to March 15, 1994 and $2,081 for the period March 16 through December 31, 1994. 40 THE MACERICH COMPANY (THE "COMPANY") and MACERICH PREDECESSOR AFFILIATES (PREDECESSOR) NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS (Dollars in thousands, except per share amounts) 3. Investments In Joint Ventures and the Management Companies: - ----------------------------------------------------------- The following table sets forth the Operating Partnership's and the Predecessor's beneficial interest in the joint ventures and the Management Companies: PRO RATA SHARE OF COMBINED AND CONDENSED STATEMENT OF OPERATIONS OF JOINT VENTURES AND THE MANAGEMENT COMPANIES For the For the From March 16 From January 1 year ended year ended to to 1996 1995 Dec 31, 1994 March 15, 1994 --------- ---------- --------------- ------------------ Revenues $14,980 $15,393 $12,315 $1,974 --------- ---------- ------------------ ------------------ Expenses: Management Company expense 3,747 3,988 3,769 - Shopping center expenses 3,856 4,042 2,917 901 Interest 2,135 2,098 1,541 946 Depreciation and amortization 2,096 2,255 1,433 364 --------- ---------- ------------------ ------------------ Total operating costs 11,834 12,383 9,660 2,211 --------- ---------- ------------------ ------------------ Gain on sale of land 110 240 361 5 --------- ---------- ------------------ ------------------ Net income (loss) $3,256 $3,250 $3,016 ($232) --------- ---------- ------------------ ------------------ --------- ---------- ------------------ ------------------
4. Property: Property, at December 31, is summarized as follows: 1996 1995 ----------- ------------ Land $239,847 $155,490 Building Improvements 990,125 636,183 Tenant Improvements 34,149 34,730 Equipment & Furnishings 4,769 3,668 Construction in Progress 4,195 3,927 ----------- ------------ 1,273,085 833,998 Less, accumulated depreciation (164,417) (139,098) ----------- ------------ $1,108,668 $694,900 ----------- ------------ ----------- ------------
41 THE MACERICH COMPANY (THE "COMPANY") and MACERICH PREDECESSOR AFFILIATES (PREDECESSOR) NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS (Dollars in thousands, except per share amounts) 5. Deferred Charges And Other Assets: - ------------------------------------- Deferred charges and other assets are summarized as follows: December 31, December 31, 1996 1995 --------- ---------- Leasing $25,629 $24,926 Financing 7,891 8,173 ----------- --------- 33,520 33,099 Less, accumulated amortization (15,434) (16,476) ----------- --------- 18,086 16,623 Other assets 2,630 3,811 ----------- --------- $20,716 $20,434 ----------- --------- ----------- ---------
42 THE MACERICH COMPANY (THE "COMPANY") and MACERICH PREDECESSOR AFFILIATES (PREDECESSOR) NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS (Dollars in thousands, except per share amounts) 6. Mortgage Notes Payable: Mortgage notes payable at December 31, 1996 and December 31, 1995 consists of the following: Carrying Amount of Notes ----------------------- 1996 1995 ---- ---- Property Pledged Related Related Interest Payment Maturity As Collateral Other Party Other Party Rate Terms Date Capitola Mall ---- $37,976 ---- $38,250 9.25% 316 (f) 2001 Chesterfield Towne Center $59,023 ---- $59,536 ---- 8.75% 475(i) 2024 Chesterfield Towne Center 5,304 ---- 5,346 ---- 9.38% 43(i) 2024 Chesterfield Towne Center 1,922 ---- 1,938 ---- 8.88% 16(i) 2024 Chesterfield Towne Center 3,444 ---- ---- ---- 8.54% 28(f) 1999 Crossroads Mall (b) (c) ---- $35,968 ---- 35,936 7.08% 244(f) 2010 Fresno Fashion Fair 38,000 ---- ---- ---- 8.40% interest only 2005 Greeley Mall 18,514 ---- 19,000 ---- 8.50% interest only 2003 Green Tree Mall/ Crossroads - OK/ Salisbury (g) 117,714 ---- 50,000 ---- 7.23% interest only 2004 Holiday Village Mall ---- ---- 73 ---- 5.50% 7(f) 1996 Holiday Village Mall ---- 17,000 ---- 17,000 6.75% interest only 2001 Lakewood Mall (a) 127,000 ---- 127,000 ---- 7.20% interest only 2005 Northgate Mall ---- 25,000 ---- 25,000 6.75% interest only 2001 Parklane Mall ---- 20,000 ---- 20,000 6.75% interest only 2001 Queens Center 65,100 ---- ---- ---- (d) interest only 1999 Queens Center ---- ---- 55,800 ---- (e) (e) 1999 Queens Center ---- ---- 10,200 ---- (e) (e) 1999 Rimrock Mall 31,994 ---- ---- ---- 7.70% 244(f) 2003 The Centre at Salisbury (k) ---- ---- 21,000 ---- 7.13% interest only 2004 Valley View Mall 60,000 ---- ---- ---- (l) interest only (l) Vintage Faire Mall 56,280 ---- ---- ---- 7.65% 427(f) 2003 -------- ------ ------- ------- Sub-Total 584,295 135,944 349,893 136,186 Less interest rate arrangements (h) ---- ---- 886 ---- -------- ------- -------- ------- Total $584,295 $135,944 $349,007 $136,186 -------- ------- -------- ------- -------- ------- -------- ------- Weighted average interest rate at December 31, 1995 7.52% --------- --------- Weighted average interest rate at December 31, 1996 7.45% --------- ---------
43 THE MACERICH COMPANY (THE "COMPANY") and MACERICH PREDECESSOR AFFILIATES (PREDECESSOR) NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS (Dollars in thousands, except per share amounts) 6. Mortgage Notes Payable, Continued: - ------------------------------------- (a) On August 15, 1995 the Company issued $127,000 of collateralized floating rate notes (the "Notes"). The Notes bear interest at an average fixed rate of 7.20% and mature in July 2005. The Note requires the Company to deposit all cash flow from the property operations with a trustee to meet its obligations under the Notes. Cash in excess of the required amount, as defined, is released. Included in cash and cash equivalents is $750 of restricted cash deposited with the trustee at December 31, 1995 and $750 at December 31, 1996. (b) This loan was refinanced on December 21, 1995. The loan amount remained the same. The interest rate was reduced to 7.08%. (c) This note was issued at a discount. The discount is being amortized over the life of the loan using the effective interest method. At December 31, 1996 and 1995 the unamortized discount was $463 and $496, respectively. (d) This loan bears interest at LIBOR plus 0.45%. There is an interest rate protection agreement in place on the first $10.2 million of this debt with a LIBOR ceiling of 5.88% through maturity with the remaining principal having an interest rate cap with a LIBOR ceiling at 7.07% through 1997 and 7.7% thereafter. (e) The $55,800 loan bears interest at LIBOR plus .90%. This loan was paid off on September 30, 1996. The $10,200 loan bears interest at LIBOR plus 2.22%. This loan was paid off on September 30, 1996. (f) This represents the monthly payment of principal and interest. (g) This loan is cross collateralized by Green Tree Mall and Crossroads Mall Oklahoma and as of April 14, 1996 also included Salisbury. (h) Represents the unamortized cost of interest rate arrangements at County East Mall and Crossroads Mall. The estimated market value of these arrangements is $886 at December 31, 1995 and $0 at December 31, 1996. (i) This amount represents the monthly payment of principal and interest. In addition, contingent interest, as defined in the loan agreement, may be due to the extent that 35% of the amount by which the property's gross receipts (as defined in the loan agreement) exceeds a base amount specified therein. Contingent interest expense recognized by the Company was $76 for the period from July 21, 1994 (the date of acquisition of Chesterfield Towne Center) to December 31, 1994, $184 for the year ended December 31, 1995 and $399 for 1996. As of January 1, 1997 all these loans were consolidated into a new loan of $66.2 million at an interest rate of 9.1%. This amount bears interest at LIBOR plus 1.50% and matures on October 21, 1997, however, at any time prior to maturity, the Company can convert this into a fixed rate loan maturing in October 2006. (j) Interest only is payable through March 1996. Thereafter monthly payments total $187 until maturity, at which time the balance is due in full. (k) This loan was combined with the Greentree/Crossroads-OK loan on April 14, 1996. (l) This loan bears interest at LIBOR plus 1.50% (7.00% at December 31, 1996). At any time prior to October 21, 1997 this loan can be converted to a fixed rate loan at a rate of 1.25% over the rate on a Treasury Note of a duration equal to the maturity of the loan. 44 THE MACERICH COMPANY (THE "COMPANY") and MACERICH PREDECESSOR AFFILIATES (PREDECESSOR) NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS (Dollars in thousands, except per share amounts) 6. Mortgage Notes Payable, Continued: - ---------------------------------------- Certain mortgage loan agreements contain a prepayment penalty provision for the early extinguishment of the debt. Total interest expense capitalized during 1996 was $461 and during 1995 was $546 and during 1994 was $116 . The above debt matures as follows: Years Ending December 31, 1997 $3,317 1998 3,651 1999 72,227 2000 4,188 2001 102,697 2002 and beyond 534,159 --------- $720,239

The market value of notes payable at December 31, 1996 and 1995 is estimated to be approximately $733,000 and $466,000, respectively, based on current interest rates for comparable loans. 7. Notes Payable: - -------------------- The Company has a $50,000 unsecured line of credit with a bank. The line of credit bears interest at LIBOR plus 1.625% and matures in June 1997. There was a $12,000 balance outstanding on the line of credit at December 31, 1996 and $0 at December 31, 1995. Also, at December 31, 1996 there is a $57,000 unsecured note bearing interest at LIBOR plus 1.625% which matures December 31, 1997. 8. Related-Party Transactions: - --------------------------------- The Predecessor and the Company engaged the Management Companies to manage the operations of certain uncombined joint ventures and other uncombined affiliated shopping centers. Management fees earned from uncombined joint ventures and affiliates were $401 for the period from January 1, 1994 to March 15, 1994. Subsequent to March 15, 1994, the Management Companies are reflected under the equity method of accounting for investments. During the period from March 16, 1994 to December 31, 1994 management fees of $1,180 were paid by the Company to the Management Companies. During 1995 and 1996, management fees of $1,456 and $1,788 were paid to the Management Companies by the Company. Certain mortgage notes are held by outside partners of the individual Macerich Group partnerships. Interest expense, in connection with these notes was $10,168, $8,226 and $8,652 for the years ended December 31, 1996, 1995 and 1994, respectively. Included in accounts payables and accrued expense is interest payable to these partners of $516, $537 and $398 at December 31, 1996, 1995, and 1994 respectively. Certain Company officers and affiliates have guaranteed mortgages of $21,750 at one of the Company's joint venture properties and $2,000 at Greeley Mall. 45 THE MACERICH COMPANY (THE "COMPANY") and MACERICH PREDECESSOR AFFILIATES (PREDECESSOR) NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS (Dollars in thousands, except per share amounts) 9. Future Rental Revenues: - ---------------------------- Under existing noncancellable operating lease agreements, tenants are committed to pay the following minimum rentals to the Company: Years Ending December 31, ------------ 1997 $118,239 1998 109,506 1999 99,036 2000 86,477 2001 73,135 2002 and beyond 319,166 $805,559 ------------ ------------

10. Commitments and Contingencies: - ---------------------------------- The Company has certain properties subject to noncancellable operating ground leases. The leases expire at various times through 2060, subject in some cases to options to extend the terms of the lease. Certain leases provide for contingent rent payments based on a percent of base rent income, as defined. Ground rent expenses were $704, (including contingent rent of $0) in 1996, $1,944 (including contingent rents of $1,168) in 1995 and $2,267 (including contingent rents of $733) in 1994. Certain leases also require the lessee to pay real estate taxes, insurance and certain other operating costs applicable to the leased property. Minimum future rental payments required under the leases are as follows: Years Ending December 31, ------------- 1997 $ 553 1998 553 1999 557 2000 557 2001 549 2002 and beyond 25,948 ------- $28,717 ------- -------

Perchloroethylene (PCE) has been detected in soil and groundwater in the vicinity of a dry cleaning establishment at North Valley Plaza. The California Department of Toxic Substance Control (DTSC) has advised the Company that very low levels of Dichlorethylene (1,2,DCE) a degradation byproduct of PCE, have been detected in a water well located 1/4 mile west from the dry cleaners, and that the dry cleaning facility may have contributed to the introduction of 1,2 DCE into the water well. According to DTSC, the maximum contaminant level (MCL) for 1,2DCE which is permitted in drinking water is 6 parts per billion (ppb); and the 1,2DCE was detected in the water well at 1.2 ppb, which is below the MCL. The Company has retained an environmental consultant and has initiated extensive testing of the site, although the extent of the impacted soil and groundwater has not been fully defined. Remediation is scheduled to begin in the first half of 1997. The joint venture that owns that property had a $685 reserve at December 31, 1996. In addition, $155 has already been incurred, to cover professional fees and testing costs. The Company intends to look to the responsible parties and insurers for cost recovery. 46 THE MACERICH COMPANY (THE "COMPANY") and MACERICH PREDECESSOR AFFILIATES (PREDECESSOR) NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS (Dollars in thousands, except per share amounts) 10. Commitments and Contingencies, Continued: ----------------------------------------- Toluene, a petroleum constituent, was detected in a groundwater dewatering system at the Queens Center. The source of the toluene is currently unknown, but it is possible that an adjacent Sunoco service station has caused or contributed to the problem. It is also possible that the toluene remains from previous service station operations which occurred on site prior to the development of the site into its current use in the early 1970s. Toluene was detected at levels of 410 and 160 parts per billion (ppb) in samples taken from the tank in October, 1995 and February, 1996, respectively. Additional samples were taken in May and December of 1996, with results of .63 ppb and "non-detect" for the May sampling event and 16.2 ppb and 25.2 ppb for the December sampling event. The maximum containment level (MCL) for toluene in drinking water is 150 ppb. Although the Company believes that no remediation will be required, it has set up a $150 reserve to cover professional fees and testing costs. The Company intends to look to the responsible parties and insurers if remediation is required. Dry cleaning chemicals, including PCE were detected in soil and groundwater in the vicinity of a dry cleaning establishment at Villa Marina Marketplace. The previous owner of the property has reported the release to the local government authorities and has agreed to fully assess and remediate the site to the extent required by those authorities. Although the Company believes that it will not be required to participate in assessment or remediation activities, it has set up a $150 reserve ($20 of which has already been incurred) to cover professional and legal fees. Dry cleaning chemicals including PCE were detected in soil and groundwater in the vicinity of a former dry cleaning establishment at Huntington Center. The release has been reported to the local government authorities. The Company estimates, based on the data currently available, that costs for assessment, remediation and legal services will not exceed $500. Consequently, a $500 reserve was established at the time of the acquisition to cover professional and legal fees. The Company intends to look to responsible parties and insurers for cost recovery. The Company acquired Fresno Fashion Fair in December, 1996. Asbestos has been detected in structural fireproofing throughout much of the Mall. Recent testing data conducted by a professional environmental consulting firms indicates that the fireproofing is largely inaccessible to building occupants and is well adhered to the structural members. Additionally, airborne concentrations of asbestos are well within OSHA's permissible exposure limit (PEL) of .1 fcc. The Company intends to abate asbestos fireproofing as tenant spaces become vacant. The accounting for this acquisition includes a reserve of $3.3 million to cover future removal of this asbestos, as necessary. 11. Profit Sharing Plan: ------------------- The Management Companies and the Company have a retirement profit sharing plan that was established in 1984 covering substantially all of their eligible employees. The plan is qualified in accordance with section 401(a) of the Internal Revenue Code. Effective January 1, 1995 this plan was modified to include a 401(k) plan whereby employees can elect to defer compensation subject to Internal Revenue Service withholding rules. Contributions by the Management Companies are made at the discretion of the Board of Directors and are based upon a specified percentage of employee compensation. The Management Companies and the Company contributed $350, $348 and $325 to the plan in 1996, 1995 and 1994, respectively. 12. Stock Option Plan: ------------------ The Company has established stock option plans for the purpose of attracting and retaining executive officers, directors and key employees. The Company has issued options to employees to purchase 1,512,334 shares of the Company under the stock incentive plan. The term of these options is ten years from the grant date. These options generally vest 33 1/3% per year over three years and were issued and are exercisable at the market value of the common stock at the grant date. 47 THE MACERICH COMPANY (THE "COMPANY") and MACERICH PREDECESSOR AFFILIATES (PREDECESSOR) NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS (Dollars in thousands, except per share amounts) 12. Stock Option Plan, Continued In addition, the Company has established a plan for non employee directors. A total of 27,500 options were outstanding at December 31, 1996, 22,500 were exercisable. The non employee directors options have a term of ten years from the grant date and vest six months after grant. Also, under the employees stock incentive plan 41,238 shares of restricted stock have been issued to executives. These awards are granted based on certain performance criteria for the Company. The restricted stock vests over 5 years and the compensation expense related to these grants is reflected over the vesting period on a straight line basis. As of December 31, 1996 none of the restricted stock grants had vested. A total of 41,238 shares were issued during 1996 at a weighted average price of $20.70 per share and 0 shares were issued during 1995. An additional 412,762 shares have been reserved for issuance under the stock incentive plan. The plan allow for granting options or restricted stock at market value. Weighted Average Exercise Price Employee Plan Director Plan # of Options On Exercisable Option Price Option Price Exercisable Options Shares Per Share Shares Per Share At Year End At Year End Shares outstanding at January 1, 1994 - - - - Granted 1,148,000 $19.00-$19.63 17,500 $19.00-$21.38 Exercised - - - - Forfeited - - - - 0 0 ---------- ------------- ------ -------------- ---------- ---------- ---------- ---------- Shares outstanding at December 31, 1994 1,148,000 $19.00-$19.63 17,500 $19.00 Granted 115,000 $20.25 5,000 $20.00 Exercised (2,000) $19.00 - - Forfeited (6,500) - - - 399,784 19.02 ---------- ------------- ------ -------------- ---------- ---------- ---------- ---------- Shares outstanding at December 31, 1995 1,254,500 $19.00-$20.25 22,500 $19.00-$21.38 Granted 281,000 $21.62 5,000 $26.12 Exercised (16,000) $19.00 - - Forfeited (7,166) - - - ---------- ------------- ------ -------------- Shares outstanding at December 31, 1996 1,512,334 $19.00 - $21.62 27,500 $19.00 - $26.12 793,697 $19.09 ---------- --------------- ------ --------------- ----------- --------- ---------- --------------- ------ --------------- ----------- ---------
The weighted average exercise price for options granted in 1994 is $19.02, for 1995 is $20.25 and for 1996 is $21.65. The weighted average remaining contractual life for options outstanding at December 31, 1996 is 7.9 years and the weighed average remaining contractual life for options exercisable at December 31, 1996 is 7.6 years. The Company records options granted using Accounting Principles Board (APB) opinion Number 25, Accounting for Stock Issued to Employees and Related Interpretations. Accordingly, no compensation expense is recognized on the date the options are granted. If the Company had recorded compensation expense using the methodology prescribed in Financial Accounting Standards Number 123, the Company's net income would have been reduced by approximately $56 or $0.00 per share for the year ended December 31, 1996 and $160 or $0.01 per share for the year ended December 31, 1995. 48 THE MACERICH COMPANY (THE "COMPANY") and MACERICH PREDECESSOR AFFILIATES (PREDECESSOR) NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS (Dollars in thousands, except per share amounts) 13. Deferred Compensation Plans: --------------------------- The Company has established deferred compensation plans under which key executives of the Company may elect to defer receiving a portion of their cash compensation otherwise payable in one calendar year until a later year. The Company may, as determined by the Board of Directors in its sole discretion, credit a participant's account with an amount equal to a percentage of the participant's deferral. The Company contributed $125 during 1996 and $104 during 1995 to two of these plans. In addition, certain executives have split dollar life insurance agreements with the Company whereby the Company generally pays annual premiums on a life insurance policy in an amount equal to the executives deferral under one of the Company's deferred compensation plans. 14. Acquisitions: ------------- On March 16, 1994, concurrent with the IPO, the Company acquired Crossroads Mall-Oklahoma ("Crossroads-OK"). Crossroads-OK is a 1.1 million square foot super regional mall in Oklahoma City, Oklahoma. The purchase price was $51,500 and was paid in cash. On July 21, 1994, the Company acquired Chesterfield Towne Center ("Chesterfield") in Richmond, Virginia. Chesterfield is a 608,500 square foot regional mall. The purchase price of $84,500 was paid with approximately $13,100 in cash, $3,900 in OP Units of the Operating Partnership and assumption of the existing mortgage of approximate $67,500. On August 15, 1995 the Company acquired The Centre at Salisbury ("Salisbury"), an 884,000 square foot super regional mall. The total purchase price was $78 million, and was comprised of $55.6 million of cash, $21 million of debt and approximately $1.4 million in OP Units. Capitola Mall ("Capitola") was acquired on December 21, 1995. Capitola is a 577,000 square foot regional mall. The purchase price was $57.5 million and was comprised of the issuance of OP Units valued at $12.1 million, the assumption of $38.3 million of mortgage indebtedness, and cash of $2.1 million. The remaining $5 million of consideration will be paid in OP Units in five years. Queens Center ("Queens") was acquired on December 28, 1995. The total purchase price was $108 million which consisted of assumption of debt of $66 million and $42 million of cash. Villa Marina was acquired on January 25, 1996. Villa Marina is a 447,684 square foot community center/entertainment complex located in Marina del Rey, California. The purchase price was $80 million, consisting of $57.6 million of cash and $22.4 million of assumption of mortgage indebtedness. Valley View Mall is a super regional mall in Dallas, Texas which the Company acquired on October 21, 1996. Valley View Mall contains 1,523,000 square feet and the purchase price was $87.5 million. Rimrock Mall, located in Billings, Montana, and Vintage Faire Mall, located in Modesto, California were purchased simultaneous on November 27, 1996. The combined purchase price was $118.2 million. Vintage Faire Mall is a super regional mall with 1,051,458 square feet and Rimrock Mall is a regional mall consisting of 581,912 square feet. Buenaventura Mall, Fresno Fashion Fair and Huntington Center were purchased on December 18, 1996 for a combined price of $128.9 million. Buenaventura Mall, located in Ventura, California, is an 801,152 square foot regional mall, Fresno Fashion Fair, located in Fresno, California, is a super regional mall containing 881,334 square feet and Huntington Center, located in Huntington Beach, California, consists of 832,578 square feet. 49 THE MACERICH COMPANY (THE "COMPANY") and MACERICH PREDECESSOR AFFILIATES (PREDECESSOR) NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS (Dollars in thousands, except per share amounts) 15. Unaudited Pro Forma Financial Information: ----------------------------------------- The following unaudited pro forma financial information combines the consolidated results of operations of the Company for 1996 and 1995 as if the 1996 Acquisitions had occurred on January 1, 1995, after giving effect to certain adjustments, including depreciation, interest expense relating to debt incurred to finance the acquisitions and general and administrative expense to manage the properties. The pro forma information is based on assumptions management believes to be appropriate. The pro forma information is not necessarily indicative of what the actual results would have been had the initial public offering and acquisitions occurred at the beginning of the period indicated, nor does it purport to project the Company's financial position or results of operations at any future date or for any future period. Year ended December 31, 1996 1995 Revenues $203,512 $168,785 Income of the Operating Partnership before extraordinary items 37,851 31,416 Income before extraordinary items 23,875 18,166 Net income 23,675 17,413 Per share income before extraordinary items $1.15 $1.17 Net income per share $1.14 $1.12 Weighted average number of common shares outstanding 20,781,000 15,482,000
16. Quarterly Financial Data (Unaudited): ------------------------------------ The following is a summary of periodic results of operations for 1996 and 1995: Company 1996 Quarter Ended 1995 Quarter Ended Dec 31 Sept 30 June 30 Mar 31 Dec 31 Sept 30 June 30 Mar 31 Revenues $43,924 $37,749 $37,777 $35,293 $29,016 $26,291 $24,067 $23,095 Income before minority interest and extraordinary items 8,417 7,479 6,925 7,065 6,586 5,066 5,064 4,132 Income before extraordinary items 5,539 4,659 4,502 4,401 4,077 2,821 2,824 2,304 Net income 5,539 4,659 4,312 4,401 4,077 2,821 2,101 2,304 Income before extraordinary items per share $0.24 $0.23 $0.22 $0.22 $0.22 $0.20 $0.20 $0.16 Net income per share $0.24 $0.23 $0.21 $0.22 $0.22 $0.20 $0.15 $0.16
17. Subsequent Events On February 7, 1997 a $0.44 per share dividend was declared, payable to stockholders of record as of February 20, 1997 and paid on March 6, 1997. 50 REAL ESTATE AND ACCUMULATED DEPRECIATION December 31, 1996 (in thousands) Initial Cost to Company Equipment Cost Capitalized Building and and Subsequent to Land Improvements Furnishings Acquisition Shopping Centers Bristol Shopping Center $ 0 $11,051 $0 $1,111 Buenaventura Mall 3,414 13,979 0 0 Capitola Mall 11,312 46,689 0 592 Chesterfield Towne Center 16,992 68,660 2 4,667 County East Mall 2,633 15,131 716 5,767 Crossroads Mall - Boulder 0 37,528 64 27,167 Crossroads Mall - Oklahoma 10,279 43,458 291 2,103 Fresno Fashion Fair 17,966 72,194 0 0 Greeley Mall 5,600 12,617 13 6,761 Green Tree Mall 4,947 14,893 332 22,067 Holiday Village Shopping Center 2,311 13,488 138 15,936 Huntington Center 4,679 19,056 0 0 Lakewood Mall 12,502 31,158 117 30,264 Marshalls' Boulder Plaza 2,650 7,950 0 782 Northgate Mall 7,144 29,805 841 17,595 Parklane Mall 1,377 11,775 173 12,432 Queens Center 21,460 86,631 8 758 Rimrock Mall 8,737 35,652 0 31 The Centre at Salisbury 15,290 63,474 31 368 Towne Center Plaza 1,525 4,276 0 31 Valley View Center 17,100 68,687 0 23 Villa Marina Marketplace 15,852 65,441 0 352 Vintage Faire Mall 14,902 60,532 0 0 The Macerich Partnership, L.P. 11,962 47,848 0 28,945 -------- -------- -------- -------- Total $210,634 $881,973 $2,726 $177,752 -------- -------- -------- -------- -------- -------- -------- --------
REAL ESTATE AND ACCUMULATED DEPRECIATION December 31, 1996 (in thousands) Gross Amount at Which Carried at Close of Period Furniture, Net of Building and Fixtures & Construction Accumulated Accumulated Land Improvements Equipment in Progress Total Depreciation Depreciation Shopping Centers Bristol Shopping Center $ 0 $12,162 $ 0 $ 0 $12,162 $4,552 $7,610 Buenaventura Mall 3,414 13,979 0 0 17,393 14 17,379 Capitola Mall 11,309 47,239 45 0 58,593 1,265 57,328 Chesterfield Towne Center 16,992 72,486 811 32 90,321 5,650 84,671 County East Mall 2,633 20,823 791 0 24,247 7,565 16,682 Crossroads Mall - Boulder 23,302 41,249 101 107 64,759 21,036 43,723 Crossroads Mall - Oklahoma 10,279 45,517 316 19 56,131 4,133 51,998 Fresno Fashion Fair 17,966 72,194 0 0 90,160 74 90,086 Greeley Mall 5,600 19,325 66 0 24,991 8,119 16,872 Green Tree Mall 4,947 36,860 432 0 42,239 17,730 24,509 Holiday Village Shopping Center 2,311 29,387 175 0 31,873 17,122 14,751 Huntington Center 4,679 19,056 0 0 23,735 20 23,715 Lakewood Mall 12,503 59,353 612 1,573 74,041 27,671 46,370 Marshalls' Boulder Plaza 2,650 8,732 0 0 11,382 2,091 9,291 Northgate Mall 7,144 47,318 923 0 55,385 15,639 39,746 Parklane Mall 1,565 21,369 384 2,439 25,757 13,809 11,948 Queens Center 21,454 87,349 37 17 108,857 2,273 106,584 Rimrock Mall 8,737 35,676 7 0 44,420 88 44,332 The Centre at Salisbury 15,284 63,845 34 0 79,163 2,282 76,881 Towne Center Plaza 1,525 4,307 0 0 5,832 59 5,773 Valley View Center 17,100 68,687 15 8 85,810 347 85,463 Villa Marina Marketplace 15,852 65,773 20 0 81,645 1,572 80,073 Vintage Faire Mall 14,901 60,533 0 0 75,434 148 75,286 The Macerich Partnership, L.P. 17,700 71,055 0 0 88,755 11,158 77,597 -------- -------- -------- -------- -------- -------- -------- Total $239,847 $1,024,274 $4,769 $4,195 $1,273,085 $164,417 $1,108,668 -------- -------- -------- -------- -------- -------- -------- -------- -------- -------- -------- -------- -------- -------- The changes in total real estate assets for the three years ended December 31, 1996 are as follows: 1994 1995 1996 Balance, beginning of year 375,972 554,788 833,998 Additions 178,816 279,210 439,087 Disposals and retirements 0 0 0 Balance, end of year 554,788 833,998 1,273,085 The changes in accumulated depreciation and amortization for the three years ended December 31, 1996 are as follows: 1994 1995 1996 Balance, beginning of year 102,963 119,466 139,098 Additions 16,503 19,632 25,319 Disposals and retirement 0 0 0 Balance, end of year 119,466 139,098 164,417 Depreciation and amortization of the Macerich Company's investment in buildings and improvements reflected in the statements of income are calculated over the estimated useful lives of the assets as follows: Buildings and Improvements 5 - 40 years Tenant Improvements life of related lease Equipment and Furnishings 5 - 7 years
SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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. THE MACERICH COMPANY By /s/ Arthur M. Coppola ---------------------- Arthur M. Coppola President and Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Capacity Date /s/ Arthur M. Coppola President and Chief March 25, 1997 Arthur M. Coppola Executive Officer and Director /s/ Mace Siegel Chairman of the Board March 25, 1997 Mace Siegel /s/ Dana K. Anderson Vice Chairman of the March 25, 1997 Dana K. Anderson Board and Chief Operating Officer /s/ Edward C. Coppola Executive Vice President March 25, 1997 Edward C. Coppola Director of Acquisitions and Director /s/ James Cownie Director March 25, 1997 James Cownie /s/ Theodore Hochstim Director March 25, 1997 Theodore Hochstim /s/ Frederick Hubbell Director March 25, 1997 Frederick Hubbell /s/ Stanley Moore Director March 25, 1997 Stanley Moore /s/ William Sexton Director March 25, 1997 William Sexton /s/ Thomas E. O'Hern Senior Vice President and March 25, 1997 Thomas E. O'Hern Chief Financial and Accounting Officer

EXHIBIT INDEX Exhibit Number Description Sequentially Numbered Page 3.1* Articles of Amendment and Restatement of the Company 3.2** Articles Supplementary of the Company 3.3* Bylaws of the Company 4.1** Form of Common Stock Certificate 10.1*** Amended and Restated Limited Partnership Agreement for the Operating Partnership, dated as of March 16, 1994 10.2*** Employment Agreement between the Company and Mace Siegel, dated as of March 16, 1994 10.2.1*** List of omitted Employment Agreements 10.3**** The Macerich Company 1994 Stock Incentive Plan 10.4**** The Macerich Company 1994 Eligible Directors' Stock Option Plan 10.5**** The Macerich Company Deferred Compensation Plan 10.6**** The Macerich Company Annual Incentive Compensation Plan 10.7**** The Macerich Company Deferred Compensation Plan for Mall Executives 10.8*** The Macerich Company Eligible Directors' Deferred Compensation Plan/Phantom Stock Plan 10.9*** The Macerich Company Executive Officer Salary Deferral Plan 10.10* NML Master Agreement, dated as of October 22, 1993, among the Operating Partnership, The Northwestern Mutual Life Insurance Company (as general partner), The Northwestern Mutual Life Insurance Company (as lender), each of the property partnerships and each of the Macerich Partnerships 10.11* Partnership Interest Agreement of Purchase and Sale, dated as of October 18, 1993, between Hexalon Real Estate, Inc. and the Operating Partnership 10.12* Third Amendment to Partnership Interest Agreement of Purchase and Sale, dated as of February 9, 1994, between Hexalon Real Estate, Inc. and the Operating Partnership 10.13* Purchase and Sale Agreement, dated as of June 30, 1993, between the Operating Partnership and Provident Life and Accident Insurance Company 10.14* Indenture of Lease, dated as of January 26, 1983, between PCA Crossroads, Ltd., as landlord, and Crossroads Shopping Center Company and Macerich Crossroads Associates, collectively, as tenant, as amended 10.15*** Macerich Master Agreement, dated as of March 16, 1994, regarding the transfer of property partnership interests of The Macerich Group to the Operating Partnership 10.16*** Registration Rights Agreement, dated as of March 16, 1994, between the Company and The Northwestern Mutual Life Insurance Company 10.17*** Registration Rights Agreement, dated as of March 16, 1994, among the Company and Mace Siegel, Dana K. Anderson, Arthur M. Coppola and Edward C. Coppola 10.18*** Registration Rights Agreement, dated as of March 16, 1994, among the Company, Richard M. Cohen and MRII Associates 10.19*** Incidental Registration Rights Agreement, dated as of March 16, 1994 10.20*** Indemnification Agreement, dated as of March 16, 1994, between the Company and Mace Siegel 10.20.1*** List of omitted Indemnification Agreements 10.21*** Property Management Agreement, dated as of March 16, 1994, with respect to Macerich Bristol Associates 10.21.1*** List of omitted Property Management Agreements 10.22* Management and Operating Agreement, dated July 1, 1991, between Macerich Management Company and North Valley Plaza Associates 10.23* Management and Operating Agreement, dated January 17, 1985, between Macerich Management Company and Macerich Northwestern Associates, as amended 10.24* Management Agreement, dated September 1, 1985, between Macerich Management Company and Panorama City Associates 10.25*** Amended and Restated Partnership Agreement for Macerich Bristol Associates 10.25.1*** List of omitted Amended and Restated Partnership Agreements for certain Property Partnerships 10.26* Partnership Agreement for Macerich Northwestern Associates, dated as of January 17, 1985, between Macerich Walnut Creek Associates and The Northwestern Mutual Life Insurance Company 10.27*** First Amendment to Macerich Northwestern Associates Partnership Agreement between Operating Partnership and The Northwestern Mutual Life Insurance Company 10.28* North Valley Plaza Associates Joint Venture Agreement, dated as of April 14, 1988, between Chico Associates and The Northwestern Mutual Life Insurance Company 10.29*** First Amendment to North Valley Plaza Associates Joint Venture Agreement between Operating Partnership and The Northwestern Mutual Life Insurance Company 10.30* Panorama City Associates Partnership Agreement, dated as of February 2, 1979, between Macerich Panorama Associates and Connecticut General Mortgage and Realty Investments, as amended 10.31*** Second Amendment to Panorama City Associates Partnership Agreement between Operating Partnership and 745 Property Investments (formerly Connecticut General Mortgage and Realty Investments) 10.32* Amended and Restated Partnership Agreement, dated as of February 28, 1986, among William A. Schlossman, Donald L. Johnson, Charles R. Nolan, John L. McCormick, M.O. Foss, Jr., Mark B. Foss, and Macerich Fargo Associates 10.33* Parcel #1 Ground Lease (Bristol), dated as of November 1, 1971, between First Western Bank and Trust Company, as landlord, and Rinker Development Corp., as tenant 10.33.1*** List of omitted Ground Leases 10.34* Amendment to Lease Parcel #2 Ground Lease (Bristol), dated November 1, 1973, between First Western Bank and Trust Company, as landlord, and Century Properties Equity Partnership 72, as tenant 10.35* Amendment No. 1 to Ground Leases (Bristol), dated as of June 6, 1973, between First Western Bank and Trust Company, as landlord, and Montgomery Ross Fisher and Joanne M. Fisher, collectively, as lessee 10.36* Ground Lease (Broadway), dated June 30, 1993, between City of Walnut Creek, as lessor, and Macerich Northwestern Associates, as lessee 10.37* Agreement of Lease (Crossroads-Boulder), dated December 31, 1960, between H.R. Hindry, as lessor, and Gerri Von Frellick, as lessee, with amendments and supplements thereto 10.38* Lease (Menke #1) (Parklane), dated December 22, 1959, between Bessie L. Menke, as lessor, and A.J. Flagg, as lessee, as supplemented 10.39* Agreement Supplementing Lease (Menke #1), dated November 1, 1960, between Bessie L. Menke, as lessor, and A.J. Flagg, as lessee 10.40* Second Agreement Supplementing Lease (Menke #1), dated September 1, 1964, between Mark W. Menke, as executor of the estate of Bessie L. Menke, and Edith Menke Gamos and Mark W. Menke, individually (collectively as lessor), and Parklane Mall, as lessee 10.41* Lease (Menke #2), dated July 30, 1960, between Edith Menke Gamos and Mark W. Menke, collectively, as lessor, and Flaghill, Inc., as lessee 10.42* Amendment to Ground Lease (Menke #2), dated May 1, 1979, between Parklane Shopping Center Company, as ground lessee, and Mark W. Menke, Diana J. Jones, Edith Menke Gamos and Gary Gamos, collectively, as ground lessor 10.43* Lease (Menke #3), dated October 5, 1960, between Bessie L. Menke, as lessor, and Flaghill, Inc., as lessee 10.44* First Agreement Supplementing Lease (Menke #3), dated September 1, 1964, between Mark W. Menke, executor of the estate of Bessie L. Menke, deceased, Edith Menke Gamos and Mark W. Menke, as lessor, and Parklane Mall, as lessee 10.45* Lease (Menke #4), dated October 5, 1960, between Bessie L. Menke, as lessor, and Flaghill, Inc., as lessee, as supplemented 10.46* Amendment of Leases (Menke #1 through Menke #4) dated June 9, 1981, among Diana J. Jones, Curtis D. Jones, Gary Gamos, Steward R. Wilson (as Trustee for Menke Trust), Edith Gamos and Mark W. S. Menke, collectively, as lessor, and Parklane Shopping Center Company, as lessee 10.47* Agreement (amending Menke #1 through Menke #4), dated May 31, 1967, among Parklane Mall (as ground lessee), Mark W. Menke, Edith Menke Gamos and Mark W. Menke (as the Administrator of the Estate of Bessie L. Menke, deceased) (collectively, the ground lessors) and The Equitable Life Assurance Society of the United States 10.48* Agreement (amending Menke #1 through Menke #4), dated May 1, 1979, among Parklane Mall (as ground lessee), Mark W. Menke, Edith Menke Gamos and Gary Gamos, Diana J. Jones, Stewart R. Wilson, and Diana J. Jones as trustee under a Trust Agreement dated September 3, 1971 (collectively, the ground lessors), and The Equitable Life Assurance Society of the United States 10.49*** Amended and Restated Partnership Agreement of Macerich Fargo Associates, dated as of March 16, 1994 10.50* Purchase and Sale Agreement, dated as of January 24, 1994, by and between Crossroads Associates Limited Partnership, as seller, and the Operating Partnership, as purchaser 10.51***** Contribution Agreement, dated May 13, 1994, between Chesterfield Mall Associates, a Virginia general partnership, and the Operating Partnership, as amended and supplemented 10.52****** Contribution Agreement, dated May 13, 1995, between Salisbury- Springhill Limited Partnership, a Maryland limited partnership, and the Operating Partnership 10.53******* Contribution Agreement, dated as of July 28, 1995, between Capitola Mall Associates, a California limited partnership, and the Operating Partnership, as amended 10.54******** Purchase and Sale Agreement, dated as of November 28, 1995, between Queens Center Associates, L.P., a Delaware limited partnership, and Macerich Queens Limited Partnership, a California limited partnership, as amended 10.55********* Purchase and Sale Agreement, dated as of November 11, 1995, between Copley Investors Limited Partnership, a Delaware limited partnership, and Macerich Marina Limited Partnership, a California limited partnership 10.56# Purchase and Sale Agreement, dated as of September 26, 1996, between LaSalle Street Fund Incorporated of Delaware, a Delaware corporation, and Macerich Valley View Limited Partnership, a California limited partnership 10.57## Purchase and Sale Agreement, dated as of September 30, 1996, between Vintage Faire Associates, a California general partnership, and Macerich Vintage Faire Limited Partnership, a California limited partnership. 10.58### Purchase and Sale Agreement, dated as of September 30, 1996, between Billings Associates, a Montana limited partnership, and Macerich Rimrock Mall Limited Partnership, a California limited partnership. 10.59#### Purchase and Sale Agreement, dated as of November 22, 1996, between MCA Buenaventura Associates, L.P., a Delaware limited partnership, and MR Buenaventura Limited Partnership, a California limited partnership 10.60##### Purchase and Sale Agreement, dated as of November 22, 1996, between MCA Fresno Associates, L.P., a Delaware limited partnership, and MR Fresno Limited Partnership, a California limited partnership 10.61###### Purchase and Sale Agreement, dated as of November 22, 1996, between MCA Huntington Associates, L.P., a Delaware limited partnership, and MR Huntington Limited Partnership, a California limited partnership 11.1 Computation of per Share Earnings 21.1 List of Subsidiaries 23.1 Consent of Independent Accountants (Coopers & Lybrand L.L.P.) * Previously filed as an exhibit to the Company's Registration Statement on Form S-11, as amended (No. 33-68964), and incorporated herein by reference. ** Previously filed as an exhibit to the Company's Current Report on Form 8-K, event date May 30, 1995, and incorporated herein by reference. *** Previously filed as an exhibit to the Company's Annual Report on Form 10-K for the year ended December 31, 1996, and incorporated herein by reference. **** Previously filed as an exhibit to the Company's Quarterly Statement on Form 10-Q for the quarter ended June 30, 1994, and incorporated herein by reference. ***** Previously filed as an exhibit to the Company's Current Report on Form 8-K, event date July 21, 1994, and incorporated herein by reference. ****** Previously filed as an exhibit to the Company's Current Report on Form 8-K, event date May 13, 1995, and incorporated herein by reference. ******* Previously filed as an exhibit to the Company's Current Report on Form 8-K, event date July 28, 1995, and incorporated herein by reference. ******** Previously filed as an exhibit to the Company's Current Report on Form 8-K, event date December 28, 1995, and incorporated herein by reference. ********* Previously filed as an exhibit to the Company's Current Report on Form 8-K, event date January 29, 1996, and incorporated herein by reference. # Previously filed as an exhibit to the Company's Current Report on Form 8-K, event date October 21, 1996, and incorporated herein by reference. ## Previously filed as an exhibit to the Company's Current Report on Form 8-K, event date February 3, 1997, and incorporated herein by reference. ### Previously filed as an exhibit to the Company's Current Report on Form 8-K, event date February 3, 1997, and incorporated herein by reference. #### Previously filed as an exhibit to the Company's Current Report on Form 8-K, event date February 27, 1997, and incorporated herein by reference. ##### Previously filed as an exhibit to the Company's Current Report on Form 8-K, event date February 27, 1997, and incorporated herein by reference. ###### Previously filed as an exhibit to the Company's Current Report on Form 8-K, event date February 27, 1997, and incorporated herein by reference.

Exhibit 11.1 THE MACERICH COMPANY Computation of Earnings Per Share (Dollars in thousands, except per share data) For the year ended December 31, 1996 December 31, 1995 --------------------- ---------------------- Primary Net income as reported $18,911 $11,303 ---------------------- ---------------------- ---------------------- ---------------------- Weighted average number of shares outstanding 20,781,000 15,481,000 Incremental shares resulting from stock options and restricted stock 150,000 20,000 ---------------------- ---------------------- Weighted average number of shares of common stock and equivalents 20,931,000 15,501,000 ---------------------- ---------------------- Primary earnings per share $0.90 $0.73 ---------------------- ---------------------- ---------------------- ---------------------- Fully Diluted Net income as reported $18,911 $11,303 ---------------------- ---------------------- ---------------------- ---------------------- Weighted average number of shares outstanding 20,781,000 15,481,000 Incremental shares resulting from stock options and restricted stock 244,000 58,000 ---------------------- ---------------------- Weighted average number of shares of common stock and equivalents 21,025,000 15,539,000 ---------------------- ---------------------- ---------------------- ---------------------- Fully diluted earnings per share $0.90 $0.73 ---------------------- ---------------------- ---------------------- ----------------------

Exhibit 21.1 LIST OF SUBSIDIARIES THE MACERICH PARTNERSHIP, L.P., a Delaware limited partnership MACERICH FARGO ASSOCIATES, a California general partnership MACERICH BRISTOL ASSOCIATES, a California general partnership MACERICH BUENAVENTURA LIMITED PARTNERSHIP, a California limited partnership MACERICH BUENAVENTURA GP CORP., a Delaware corporation MACERICH NORTHWESTERN ASSOCIATES, a California general partnership MACERICH FRESNO LIMITED PARTNERSHIP, a California limited partnership MACERICH FRESNO GP CORP., a Delaware corporation MACERICH GREELEY ASSOCIATES, a California general partnership MACERICH HUNTINGTON LIMITED PARTNERSHIP, a California limited partnership MACERICH HUNTINGTON GP CORP., a Delaware corporation NORTHGATE MALL ASSOCIATES, a California general partnership NORTH VALLEY PLAZA ASSOCIATES, a California general partnership PANORAMA CITY ASSOCIATES, a California general partnership LAKEWOOD MALL BUSINESS COMPANY, a Delaware business trust LAKEWOOD MALL FINANCE COMPANY, a Delaware corporation MACERICH PROPERTY MANAGEMENT COMPANY, a California corporation MACERICH MANAGEMENT COMPANY, a California corporation MACERICH MARINA LIMITED PARTNERSHIP, a California limited partnership MACERICH MARINA GP CORP., a Delaware corporation MACERICH OKLAHOMA LIMITED PARTNERSHIP, a California limited partnership MACERICH OKLAHOMA GP CORP., a Delaware corporation MACERICH QUEENS LIMITED PARTNERSHIP, a California limited partnership MACERICH QUEENS GP CORP., a Delaware corporation MACERICH QUEENS FUNDING CORP., a Delaware corporation MACERICH RIMROCK LIMITED PARTNERSHIP, a California limited partnership MACERICH RIMROCK GP CORP., a Delaware corporation MACERICH SCG LIMITED PARTNERSHIP, a California limited partnership MACERICH SCG GP CORP., a Delaware corporation MACERICH SCG FUNDING LIMITED PARTNERSHIP, a California limited partnership MACERICH SCG HOLDING LIMITED PARTNERSHIP, a California limited partnership MACERICH SCG FUNDING GP CORP., a Delaware corporation MACERICH SASSAFRAS GP CORP., a Delaware corporation MACERICH SASSAFRAS LIMITED PARTNERSHIP, a California limited partnership MACERICH SOUTH TOWNE LIMITED PARTNERSHIP, a California limited partnership MACERICH SOUTH TOWNE GP CORP., a Delaware corporation MACERICH ST MARKETPLACE LIMITED PARTNERSHIP, a California limited partnership MACERICH ST MARKETPLACE GP CORP., a Delaware corporation MACERICH VALLEY VIEW LIMITED PARTNERSHIP, a California limited partnership MACERICH VALLEY VIEW GP CORP., a Delaware corporation MACERICH VINTAGE FAIRE LIMITED PARTNERSHIP, a California limited partnership MACERICH VINTAGE FAIRE GP CORP., a Delaware corporation WEST ACRES DEVELOPMENT, a North Dakota general partnership

Exhibit 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in the registration statements of The Macerich Company in Form S-3 and Form S-8, of our report dated March 14, 1997, on our audits of the consolidated financial statements and financial statement schedule of The Macerich Company as of December 31, 1996 and 1995, and for the years ended December 31, 1996, 1995 and the period March 16,1994 through December 31, 1994 and the combined financial statements of Macerich Predecessor Affiliates for the period January 1, 1994 through March 15, 1994, and the year ended December 31, 1993, which report is included in the Annual Report on Form 10-K. We also consent to the reference to our Firm under the caption "Experts" in the registration statement on Form S-3. COOPERS & LYBRAND L.L.P. Los Angeles, California March 25, 1997

5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONDENSED CONSOLIDATED BALANCE SHEETS AND CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS FOUND ON PAGES 31 AND 32 OF THE COMPANY'S FORM 10-K FOR THE YEAR, AND IS QUALIFIED IN ITS ENTIRETY BY REFERNCE TO SUCH FINANCIAL STATEMENTS. 12-MOS DEC-31-1996 DEC-31-1996 15,643 0 26,297 0 0 37,145 1,273,085 164,417 1,187,753 117,523 0 0 257 0 237,492 1,187,753 0 155,059 0 0 85,761 0 42,353 19,226 0 19,226 0 (315) 0 18,911 .91 .91