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MARYLAND
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95-4448705
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer Identification Number)
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401 Wilshire Boulevard, Suite 700, Santa Monica, California 90401
(Address of principal executive office, including zip code)
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(310) 394-6000
(Registrant's telephone number, including area code)
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N/A
(Former name, former address and former fiscal year, if changed since last report)
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Large accelerated filer
x
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Accelerated filer
o
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Non-accelerated filer
o
(Do not check if a smaller
reporting company)
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Smaller reporting company
o
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Part I
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Financial Information
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Part II
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Other Information
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September 30,
2013 |
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December 31,
2012 |
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ASSETS:
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Property, net
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$
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7,733,929
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$
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7,479,546
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Cash and cash equivalents
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62,108
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65,793
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Restricted cash
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26,704
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78,658
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Marketable securities
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—
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23,667
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Tenant and other receivables, net
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94,719
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103,744
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Deferred charges and other assets, net
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546,582
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565,130
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Loans to unconsolidated joint ventures
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2,736
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3,345
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Due from affiliates
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32,299
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17,068
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Investments in unconsolidated joint ventures
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706,450
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974,258
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Total assets
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$
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9,205,527
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$
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9,311,209
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LIABILITIES AND EQUITY:
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Mortgage notes payable:
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Related parties
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$
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270,715
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$
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274,609
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Others
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4,209,900
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4,162,734
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Total
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4,480,615
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4,437,343
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Bank and other notes payable
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282,937
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824,027
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Accounts payable and accrued expenses
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85,394
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70,251
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Other accrued liabilities
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360,408
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318,174
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Distributions in excess of investments in unconsolidated joint ventures
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257,452
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152,948
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Co-venture obligation
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83,951
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92,215
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Total liabilities
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5,550,757
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5,894,958
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Commitments and contingencies
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Equity:
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Stockholders' equity:
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Common stock, $0.01 par value, 250,000,000 shares authorized, 140,716,198 and 137,507,010 shares issued and outstanding at September 30, 2013 and December 31, 2012, respectively
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1,407
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1,375
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Additional paid-in capital
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3,901,676
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3,715,895
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Accumulated deficit
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(606,464
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)
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(639,741
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)
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Total stockholders' equity
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3,296,619
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3,077,529
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Noncontrolling interests
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358,151
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338,722
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Total equity
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3,654,770
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3,416,251
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Total liabilities and equity
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$
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9,205,527
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$
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9,311,209
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For the Three Months Ended September 30,
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For the Nine Months Ended September 30,
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2013
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2012
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2013
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2012
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Revenues:
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Minimum rents
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$
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150,638
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$
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112,221
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$
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438,625
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$
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335,713
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Percentage rents
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4,137
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4,838
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10,953
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10,806
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Tenant recoveries
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90,033
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64,713
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256,366
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186,661
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Management Companies
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10,742
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9,858
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31,193
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30,730
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Other
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11,006
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12,462
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35,770
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28,988
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Total revenues
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266,556
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204,092
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772,907
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592,898
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Expenses:
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Shopping center and operating expenses
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86,184
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63,246
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248,933
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185,332
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Management Companies' operating expenses
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23,036
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20,706
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69,003
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66,953
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REIT general and administrative expenses
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5,955
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5,063
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18,672
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15,235
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Depreciation and amortization
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91,346
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68,737
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272,696
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207,177
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206,521
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157,752
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609,304
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474,697
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Interest expense:
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Related parties
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3,745
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3,815
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11,289
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11,588
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Other
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48,911
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37,750
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147,430
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113,706
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52,656
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41,565
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158,719
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125,294
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Loss (gain) on early extinguishment of debt, net
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6
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—
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(1,938
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)
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—
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Total expenses
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259,183
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199,317
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766,085
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599,991
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Equity in income of unconsolidated joint ventures
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35,161
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19,315
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145,477
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68,624
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Co-venture expense
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(2,053
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)
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(2,066
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)
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(6,232
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)
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(4,462
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)
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Income tax benefit
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543
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934
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2,263
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2,159
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Gain on remeasurement, sale or write down of assets, net
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1,763
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21,967
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5,793
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39,938
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Income from continuing operations
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42,787
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44,925
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154,123
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99,166
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Discontinued operations:
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(Loss) gain on the disposition of assets, net
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(1,281
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)
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(256
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)
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140,631
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75,571
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(Loss) income from discontinued operations
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(681
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)
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2,606
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3,416
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5,357
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Total (loss) income from discontinued operations
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(1,962
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)
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2,350
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144,047
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80,928
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Net income
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40,825
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47,275
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298,170
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180,094
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Less net income attributable to noncontrolling interests
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2,702
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3,382
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22,958
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16,915
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Net income attributable to the Company
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$
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38,123
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$
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43,893
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$
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275,212
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$
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163,179
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Earnings per common share attributable to Company—basic:
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Income from continuing operations
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$
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0.28
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$
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0.31
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$
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1.00
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$
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0.66
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Discontinued operations
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(0.01
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)
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0.02
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0.97
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0.56
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Net income attributable to common stockholders
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$
|
0.27
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$
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0.33
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$
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1.97
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$
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1.22
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Earnings per common share attributable to Company—diluted:
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Income from continuing operations
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$
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0.28
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$
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0.31
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$
|
1.00
|
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$
|
0.66
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Discontinued operations
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(0.01
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)
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0.02
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0.97
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0.56
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Net income attributable to common stockholders
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$
|
0.27
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$
|
0.33
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$
|
1.97
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$
|
1.22
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|
Weighted average number of common shares outstanding:
|
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||||||||
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Basic
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140,712,000
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134,220,000
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139,219,000
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|
133,091,000
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Diluted
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140,773,000
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|
134,330,000
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|
139,320,000
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|
133,187,000
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||||
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Stockholders' Equity
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|||||||||||||||||||||
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Common Stock
|
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Shares
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|
Par
Value
|
|
Additional
Paid-in
Capital
|
|
Accumulated
Deficit
|
|
Total
Stockholders'
Equity
|
|
Noncontrolling
Interests
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|
Total Equity
|
|||||||||||||
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Balance at January 1, 2013
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137,507,010
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$
|
1,375
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$
|
3,715,895
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$
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(639,741
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)
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$
|
3,077,529
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$
|
338,722
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$
|
3,416,251
|
|
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Net income
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—
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—
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—
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275,212
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275,212
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22,958
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|
298,170
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|
||||||
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Share and unit-based compensation plans
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86,425
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|
—
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16,757
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—
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16,757
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—
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16,757
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Employee stock purchases
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8,941
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|
|
—
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|
459
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—
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|
459
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—
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|
459
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Stock offerings, net
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2,456,956
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|
25
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|
171,096
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—
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171,121
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—
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171,121
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Distributions paid ($1.74) per share
|
—
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—
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—
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(241,935
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)
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(241,935
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)
|
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—
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(241,935
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)
|
||||||
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Distributions to noncontrolling interests
|
—
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|
|
—
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—
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|
|
—
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|
|
—
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(19,207
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)
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(19,207
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)
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Contributions from noncontrolling interests
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—
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—
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—
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—
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—
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18,066
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18,066
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Other
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—
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—
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|
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(3,890
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)
|
|
—
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(3,890
|
)
|
|
—
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(3,890
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)
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||||||
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Conversion of noncontrolling interests to common shares
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656,866
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|
7
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|
|
12,977
|
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—
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12,984
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(12,984
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)
|
|
—
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||||||
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Redemption of noncontrolling interests
|
—
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—
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(703
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)
|
|
—
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(703
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)
|
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(319
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)
|
|
(1,022
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)
|
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Adjustment of noncontrolling interest in Operating Partnership
|
—
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|
|
—
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(10,915
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)
|
|
—
|
|
|
(10,915
|
)
|
|
10,915
|
|
|
—
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||||||
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Balance at September 30, 2013
|
140,716,198
|
|
|
$
|
1,407
|
|
|
$
|
3,901,676
|
|
|
$
|
(606,464
|
)
|
|
$
|
3,296,619
|
|
|
$
|
358,151
|
|
|
$
|
3,654,770
|
|
|
|
For the Nine Months Ended September 30,
|
||||||
|
|
2013
|
|
2012
|
||||
|
Cash flows from operating activities:
|
|
|
|
||||
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Net income
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$
|
298,170
|
|
|
$
|
180,094
|
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
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Gain on early extinguishment of debt, net
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(1,938
|
)
|
|
—
|
|
||
|
Gain on remeasurement, sale or write down of assets, net
|
(5,793
|
)
|
|
(39,938
|
)
|
||
|
Gain on the disposition of assets, net from discontinued operations
|
(140,631
|
)
|
|
(75,571
|
)
|
||
|
Depreciation and amortization
|
285,933
|
|
|
234,410
|
|
||
|
Amortization of net (premium) discount on mortgages, bank and other notes payable
|
(5,502
|
)
|
|
661
|
|
||
|
Amortization of share and unit-based plans
|
13,913
|
|
|
8,950
|
|
||
|
Provision for doubtful accounts
|
3,231
|
|
|
2,200
|
|
||
|
Income tax benefit
|
(2,263
|
)
|
|
(2,159
|
)
|
||
|
Equity in income of unconsolidated joint ventures
|
(145,477
|
)
|
|
(68,624
|
)
|
||
|
Distributions of income from unconsolidated joint ventures
|
8,538
|
|
|
14,682
|
|
||
|
Co-venture expense
|
6,232
|
|
|
4,462
|
|
||
|
Changes in assets and liabilities, net of acquisitions and dispositions:
|
|
|
|
||||
|
Tenant and other receivables
|
(1,887
|
)
|
|
(1,336
|
)
|
||
|
Other assets
|
19,786
|
|
|
23,114
|
|
||
|
Due from affiliates
|
(1,901
|
)
|
|
(4,208
|
)
|
||
|
Accounts payable and accrued expenses
|
10,355
|
|
|
16,272
|
|
||
|
Other accrued liabilities
|
(11,910
|
)
|
|
(36,830
|
)
|
||
|
Net cash provided by operating activities
|
328,856
|
|
|
256,179
|
|
||
|
Cash flows from investing activities:
|
|
|
|
||||
|
Acquisitions of property
|
(492,577
|
)
|
|
(70,925
|
)
|
||
|
Development, redevelopment, expansion and renovation of properties
|
(158,682
|
)
|
|
(84,283
|
)
|
||
|
Property improvements
|
(21,752
|
)
|
|
(24,846
|
)
|
||
|
Issuance of notes receivable
|
(13,330
|
)
|
|
(12,500
|
)
|
||
|
Proceeds from notes receivable
|
8,347
|
|
|
—
|
|
||
|
Proceeds from maturities of marketable securities
|
23,769
|
|
|
788
|
|
||
|
Deferred leasing costs
|
(21,774
|
)
|
|
(20,875
|
)
|
||
|
Distributions from unconsolidated joint ventures
|
665,374
|
|
|
217,393
|
|
||
|
Contributions to unconsolidated joint ventures
|
(135,477
|
)
|
|
(47,513
|
)
|
||
|
Collection of/loans to unconsolidated joint ventures, net
|
609
|
|
|
661
|
|
||
|
Proceeds from sale of assets
|
327,059
|
|
|
130,691
|
|
||
|
Restricted cash
|
52,892
|
|
|
2,886
|
|
||
|
Net cash provided by investing activities
|
234,458
|
|
|
91,477
|
|
||
|
|
|
|
|
||||
|
THE MACERICH COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
(Unaudited)
|
|||||||
|
|
For the Nine Months Ended September 30,
|
||||||
|
|
2013
|
|
2012
|
||||
|
Cash flows from financing activities:
|
|
|
|
||||
|
Proceeds from mortgages, bank and other notes payable
|
2,239,853
|
|
|
1,580,885
|
|
||
|
Payments on mortgages, bank and other notes payable
|
(2,694,945
|
)
|
|
(1,813,271
|
)
|
||
|
Deferred financing costs
|
(11,053
|
)
|
|
(4,639
|
)
|
||
|
Net proceeds from stock offerings
|
171,121
|
|
|
175,869
|
|
||
|
Proceeds from share and unit-based plans
|
558
|
|
|
656
|
|
||
|
Exercise of stock warrants
|
—
|
|
|
(3,448
|
)
|
||
|
Redemption of noncontrolling interests
|
(1,022
|
)
|
|
(71
|
)
|
||
|
Contribution from noncontrolling interests
|
4,127
|
|
|
918
|
|
||
|
Dividends and distributions
|
(261,142
|
)
|
|
(240,635
|
)
|
||
|
Distributions to co-venture partner
|
(14,496
|
)
|
|
(34,615
|
)
|
||
|
Net cash used in financing activities
|
(566,999
|
)
|
|
(338,351
|
)
|
||
|
Net (decrease) increase in cash and cash equivalents
|
(3,685
|
)
|
|
9,305
|
|
||
|
Cash and cash equivalents, beginning of period
|
65,793
|
|
|
67,248
|
|
||
|
Cash and cash equivalents, end of period
|
$
|
62,108
|
|
|
$
|
76,553
|
|
|
Supplemental cash flow information:
|
|
|
|
||||
|
Cash payments for interest, net of amounts capitalized
|
$
|
164,673
|
|
|
$
|
147,946
|
|
|
Non-cash transactions:
|
|
|
|
||||
|
Accrued development costs included in accounts payable and accrued expenses and other accrued liabilities
|
$
|
23,666
|
|
|
$
|
30,591
|
|
|
Acquisition of properties by assumption of mortgage note payable and other accrued liabilities
|
$
|
109,858
|
|
|
$
|
—
|
|
|
Assumption of mortgage note payable and other liabilities from unconsolidated joint ventures
|
$
|
54,271
|
|
|
$
|
—
|
|
|
Mortgage notes payable settled by deed-in-lieu of foreclosure
|
$
|
84,000
|
|
|
$
|
185,000
|
|
|
Application of deposit to acquire property
|
$
|
30,000
|
|
|
$
|
—
|
|
|
Conversion of noncontrolling interests to common shares
|
$
|
12,984
|
|
|
$
|
11,978
|
|
|
1.
|
Organization
:
|
|
2.
|
Summary of Significant Accounting Policies:
|
|
3.
|
Earnings per Share ("EPS"):
|
|
|
For the Three Months Ended September 30,
|
|
For the Nine Months Ended September 30,
|
||||||||||||
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
|
Numerator
|
|
|
|
|
|
|
|
||||||||
|
Income from continuing operations
|
$
|
42,787
|
|
|
$
|
44,925
|
|
|
$
|
154,123
|
|
|
$
|
99,166
|
|
|
(Loss) income from discontinued operations
|
(1,962
|
)
|
|
2,350
|
|
|
144,047
|
|
|
80,928
|
|
||||
|
Net income attributable to noncontrolling interests
|
(2,702
|
)
|
|
(3,382
|
)
|
|
(22,958
|
)
|
|
(16,915
|
)
|
||||
|
Net income attributable to the Company
|
38,123
|
|
|
43,893
|
|
|
275,212
|
|
|
163,179
|
|
||||
|
Allocation of earnings to participating securities
|
(80
|
)
|
|
(63
|
)
|
|
(257
|
)
|
|
(443
|
)
|
||||
|
Numerator for basic and diluted earnings per share—net income attributable to common stockholders
|
$
|
38,043
|
|
|
$
|
43,830
|
|
|
$
|
274,955
|
|
|
$
|
162,736
|
|
|
Denominator
|
|
|
|
|
|
|
|
||||||||
|
Denominator for basic earnings per share—weighted average number of common shares outstanding
|
140,712
|
|
|
134,220
|
|
|
139,219
|
|
|
133,091
|
|
||||
|
Effect of dilutive securities:(1)
|
|
|
|
|
|
|
|
||||||||
|
Stock warrants
|
—
|
|
|
64
|
|
|
—
|
|
|
78
|
|
||||
|
Share and unit-based compensation plans
|
61
|
|
|
46
|
|
|
101
|
|
|
18
|
|
||||
|
Denominator for diluted earnings per share—weighted average number of common shares outstanding
|
140,773
|
|
|
134,330
|
|
|
139,320
|
|
|
133,187
|
|
||||
|
Earnings per common share—basic:
|
|
|
|
|
|
|
|
||||||||
|
Income from continuing operations
|
$
|
0.28
|
|
|
$
|
0.31
|
|
|
$
|
1.00
|
|
|
$
|
0.66
|
|
|
Discontinued operations
|
(0.01
|
)
|
|
0.02
|
|
|
0.97
|
|
|
0.56
|
|
||||
|
Net income attributable to common stockholders
|
$
|
0.27
|
|
|
$
|
0.33
|
|
|
$
|
1.97
|
|
|
$
|
1.22
|
|
|
Earnings per common share—diluted:
|
|
|
|
|
|
|
|
||||||||
|
Income from continuing operations
|
$
|
0.28
|
|
|
$
|
0.31
|
|
|
$
|
1.00
|
|
|
$
|
0.66
|
|
|
Discontinued operations
|
(0.01
|
)
|
|
0.02
|
|
|
0.97
|
|
|
0.56
|
|
||||
|
Net income attributable to common stockholders
|
$
|
0.27
|
|
|
$
|
0.33
|
|
|
$
|
1.97
|
|
|
$
|
1.22
|
|
|
|
|
|
|
(1)
|
The convertible senior notes ("Senior Notes") are excluded from diluted EPS for the
nine months ended
September 30, 2012
as their impact was antidilutive. The Senior Notes were paid off in full on March 15, 2012 (See Note
10
—
Bank and Other Notes Payable
).
|
|
4.
|
Investments in Unconsolidated Joint Ventures:
|
|
|
September 30,
2013 |
|
December 31,
2012 |
||||
|
Assets(1):
|
|
|
|
||||
|
Properties, net
|
$
|
3,454,127
|
|
|
$
|
3,653,631
|
|
|
Other assets
|
316,985
|
|
|
411,862
|
|
||
|
Total assets
|
$
|
3,771,112
|
|
|
$
|
4,065,493
|
|
|
Liabilities and partners' capital(1):
|
|
|
|
||||
|
Mortgage notes payable(2)
|
$
|
3,648,498
|
|
|
$
|
3,240,723
|
|
|
Other liabilities
|
196,927
|
|
|
148,711
|
|
||
|
Company's (deficit) capital
|
(72,153
|
)
|
|
304,477
|
|
||
|
Outside partners' (deficit) capital
|
(2,160
|
)
|
|
371,582
|
|
||
|
Total liabilities and partners' capital
|
$
|
3,771,112
|
|
|
$
|
4,065,493
|
|
|
Investments in unconsolidated joint ventures:
|
|
|
|
||||
|
Company's (deficit) capital
|
$
|
(72,153
|
)
|
|
$
|
304,477
|
|
|
Basis adjustment(3)
|
521,151
|
|
|
516,833
|
|
||
|
|
$
|
448,998
|
|
|
$
|
821,310
|
|
|
|
|
|
|
||||
|
Assets—Investments in unconsolidated joint ventures
|
$
|
706,450
|
|
|
$
|
974,258
|
|
|
Liabilities—Distributions in excess of investments in unconsolidated joint ventures
|
(257,452
|
)
|
|
(152,948
|
)
|
||
|
|
$
|
448,998
|
|
|
$
|
821,310
|
|
|
|
|
|
|
(1)
|
These amounts include the assets and liabilities of the following joint ventures as of
September 30, 2013
and
December 31, 2012
:
|
|
|
Pacific
Premier
Retail LP
|
|
Tysons
Corner LLC
|
||||
|
As of September 30, 2013:
|
|
|
|
||||
|
Total Assets
|
$
|
776,186
|
|
|
$
|
467,632
|
|
|
Total Liabilities
|
$
|
818,222
|
|
|
$
|
337,804
|
|
|
As of December 31, 2012:
|
|
|
|
||||
|
Total Assets
|
$
|
1,039,742
|
|
|
$
|
409,622
|
|
|
Total Liabilities
|
$
|
942,370
|
|
|
$
|
329,145
|
|
|
(2)
|
Certain mortgage notes payable could become recourse debt to the Company should the joint venture be unable to discharge the obligations of the related debt. As of
September 30, 2013
and
December 31, 2012
, a total of
$47,040
and
$51,171
, respectively, could become recourse debt to the Company. As of
September 30, 2013
and
December 31, 2012
, the Company had indemnity agreements from joint venture partners for
$21,270
of the guaranteed amount.
|
|
(3)
|
The Company amortizes the difference between the cost of its investments in unconsolidated joint ventures and the book value of the underlying equity into income on a straight-line basis consistent with the lives of the underlying assets. The amortization of this difference was
$3,860
and
$3,136
for the
three months ended
September 30, 2013
and
2012
, respectively, and
$9,753
and
$6,211
for the
nine months ended
September 30, 2013
and
2012
, respectively.
|
|
|
Pacific
Premier
Retail LP
|
|
Tysons
Corner
LLC
|
|
Other
Joint
Ventures
|
|
Total
|
||||||||
|
Three Months Ended September 30, 2013
|
|
|
|
|
|
|
|
||||||||
|
Revenues:
|
|
|
|
|
|
|
|
||||||||
|
Minimum rents
|
$
|
27,426
|
|
|
$
|
15,344
|
|
|
$
|
59,940
|
|
|
$
|
102,710
|
|
|
Percentage rents
|
572
|
|
|
(12
|
)
|
|
2,938
|
|
|
3,498
|
|
||||
|
Tenant recoveries
|
12,115
|
|
|
11,304
|
|
|
28,361
|
|
|
51,780
|
|
||||
|
Other
|
1,086
|
|
|
510
|
|
|
8,143
|
|
|
9,739
|
|
||||
|
Total revenues
|
41,199
|
|
|
27,146
|
|
|
99,382
|
|
|
167,727
|
|
||||
|
Expenses:
|
|
|
|
|
|
|
|
||||||||
|
Shopping center and operating expenses
|
12,231
|
|
|
9,818
|
|
|
35,926
|
|
|
57,975
|
|
||||
|
Interest expense
|
10,251
|
|
|
3,801
|
|
|
21,062
|
|
|
35,114
|
|
||||
|
Depreciation and amortization
|
9,067
|
|
|
4,568
|
|
|
22,688
|
|
|
36,323
|
|
||||
|
Total operating expenses
|
31,549
|
|
|
18,187
|
|
|
79,676
|
|
|
129,412
|
|
||||
|
Gain (loss) on remeasurement, sale or write down of assets, net
|
38,432
|
|
|
—
|
|
|
(328
|
)
|
|
38,104
|
|
||||
|
Gain on early extinguishment of debt
|
—
|
|
|
14
|
|
|
—
|
|
|
14
|
|
||||
|
Net income
|
$
|
48,082
|
|
|
$
|
8,973
|
|
|
$
|
19,378
|
|
|
$
|
76,433
|
|
|
Company's equity in net income
|
$
|
21,567
|
|
|
$
|
2,919
|
|
|
$
|
10,675
|
|
|
$
|
35,161
|
|
|
Three Months Ended September 30, 2012
|
|
|
|
|
|
|
|
||||||||
|
Revenues:
|
|
|
|
|
|
|
|
||||||||
|
Minimum rents
|
$
|
32,718
|
|
|
$
|
15,847
|
|
|
$
|
75,809
|
|
|
$
|
124,374
|
|
|
Percentage rents
|
837
|
|
|
233
|
|
|
4,214
|
|
|
5,284
|
|
||||
|
Tenant recoveries
|
14,091
|
|
|
11,340
|
|
|
37,663
|
|
|
63,094
|
|
||||
|
Other
|
1,138
|
|
|
618
|
|
|
9,415
|
|
|
11,171
|
|
||||
|
Total revenues
|
48,784
|
|
|
28,038
|
|
|
127,101
|
|
|
203,923
|
|
||||
|
Expenses:
|
|
|
|
|
|
|
|
||||||||
|
Shopping center and operating expenses
|
15,075
|
|
|
8,760
|
|
|
46,153
|
|
|
69,988
|
|
||||
|
Interest expense
|
12,904
|
|
|
2,838
|
|
|
32,338
|
|
|
48,080
|
|
||||
|
Depreciation and amortization
|
10,905
|
|
|
5,094
|
|
|
28,784
|
|
|
44,783
|
|
||||
|
Total operating expenses
|
38,884
|
|
|
16,692
|
|
|
107,275
|
|
|
162,851
|
|
||||
|
Loss on remeasurement, sale or write down of assets, net
|
—
|
|
|
—
|
|
|
(28
|
)
|
|
(28
|
)
|
||||
|
Net income
|
$
|
9,900
|
|
|
$
|
11,346
|
|
|
$
|
19,798
|
|
|
$
|
41,044
|
|
|
Company's equity in net income
|
$
|
5,035
|
|
|
$
|
4,372
|
|
|
$
|
9,908
|
|
|
$
|
19,315
|
|
|
|
Pacific
Premier
Retail LP
|
|
Tysons
Corner
LLC
|
|
Other
Joint
Ventures
|
|
Total
|
||||||||
|
Nine Months Ended September 30, 2013
|
|
|
|
|
|
|
|
||||||||
|
Revenues:
|
|
|
|
|
|
|
|
||||||||
|
Minimum rents
|
$
|
91,779
|
|
|
$
|
46,526
|
|
|
$
|
180,870
|
|
|
$
|
319,175
|
|
|
Percentage rents
|
2,155
|
|
|
734
|
|
|
7,176
|
|
|
10,065
|
|
||||
|
Tenant recoveries
|
40,555
|
|
|
34,025
|
|
|
82,261
|
|
|
156,841
|
|
||||
|
Other
|
3,980
|
|
|
2,080
|
|
|
26,923
|
|
|
32,983
|
|
||||
|
Total revenues
|
138,469
|
|
|
83,365
|
|
|
297,230
|
|
|
519,064
|
|
||||
|
Expenses:
|
|
|
|
|
|
|
|
||||||||
|
Shopping center and operating expenses
|
40,948
|
|
|
26,819
|
|
|
106,887
|
|
|
174,654
|
|
||||
|
Interest expense
|
33,118
|
|
|
7,825
|
|
|
66,108
|
|
|
107,051
|
|
||||
|
Depreciation and amortization
|
30,697
|
|
|
13,499
|
|
|
67,808
|
|
|
112,004
|
|
||||
|
Total operating expenses
|
104,763
|
|
|
48,143
|
|
|
240,803
|
|
|
393,709
|
|
||||
|
Gain on remeasurement, sale or write down of assets, net
|
182,781
|
|
|
—
|
|
|
373
|
|
|
183,154
|
|
||||
|
Gain on early extinguishment of debt
|
—
|
|
|
14
|
|
|
—
|
|
|
14
|
|
||||
|
Net income
|
$
|
216,487
|
|
|
$
|
35,236
|
|
|
$
|
56,800
|
|
|
$
|
308,523
|
|
|
Company's equity in net income
|
$
|
105,684
|
|
|
$
|
12,957
|
|
|
$
|
26,836
|
|
|
$
|
145,477
|
|
|
Nine Months Ended September 30, 2012
|
|
|
|
|
|
|
|
||||||||
|
Revenues:
|
|
|
|
|
|
|
|
||||||||
|
Minimum rents
|
$
|
98,812
|
|
|
$
|
47,149
|
|
|
$
|
251,599
|
|
|
$
|
397,560
|
|
|
Percentage rents
|
2,571
|
|
|
866
|
|
|
10,531
|
|
|
13,968
|
|
||||
|
Tenant recoveries
|
41,967
|
|
|
32,969
|
|
|
121,825
|
|
|
196,761
|
|
||||
|
Other
|
3,665
|
|
|
1,964
|
|
|
27,775
|
|
|
33,404
|
|
||||
|
Total revenues
|
147,015
|
|
|
82,948
|
|
|
411,730
|
|
|
641,693
|
|
||||
|
Expenses:
|
|
|
|
|
|
|
|
||||||||
|
Shopping center and operating expenses
|
43,385
|
|
|
25,834
|
|
|
155,014
|
|
|
224,233
|
|
||||
|
Interest expense
|
39,405
|
|
|
8,902
|
|
|
108,784
|
|
|
157,091
|
|
||||
|
Depreciation and amortization
|
31,926
|
|
|
15,279
|
|
|
91,214
|
|
|
138,419
|
|
||||
|
Total operating expenses
|
114,716
|
|
|
50,015
|
|
|
355,012
|
|
|
519,743
|
|
||||
|
(Loss) gain on remeasurement, sale or write down of assets, net
|
(10
|
)
|
|
—
|
|
|
22,948
|
|
|
22,938
|
|
||||
|
Net income
|
$
|
32,289
|
|
|
$
|
32,933
|
|
|
$
|
79,666
|
|
|
$
|
144,888
|
|
|
Company's equity in net income
|
$
|
16,422
|
|
|
$
|
12,721
|
|
|
$
|
39,481
|
|
|
$
|
68,624
|
|
|
5.
|
Property:
|
|
|
September 30,
2013 |
|
December 31,
2012 |
||||
|
Land
|
$
|
1,751,611
|
|
|
$
|
1,572,621
|
|
|
Buildings and improvements
|
6,642,696
|
|
|
6,417,674
|
|
||
|
Tenant improvements
|
554,528
|
|
|
496,203
|
|
||
|
Equipment and furnishings
|
153,146
|
|
|
149,959
|
|
||
|
Construction in progress
|
239,106
|
|
|
376,249
|
|
||
|
|
9,341,087
|
|
|
9,012,706
|
|
||
|
Less accumulated depreciation
|
(1,607,158
|
)
|
|
(1,533,160
|
)
|
||
|
|
$
|
7,733,929
|
|
|
$
|
7,479,546
|
|
|
6.
|
Marketable Securities:
|
|
|
September 30,
2013 |
|
December 31,
2012 |
||||
|
Government debt securities, at par value
|
$
|
—
|
|
|
$
|
23,769
|
|
|
Less discount
|
—
|
|
|
(102
|
)
|
||
|
|
—
|
|
|
23,667
|
|
||
|
Unrealized gain
|
—
|
|
|
685
|
|
||
|
Fair value (Level 1 measurement)
|
$
|
—
|
|
|
$
|
24,352
|
|
|
7.
|
Tenant and Other Receivables, net:
|
|
8.
|
Deferred Charges and Other Assets, net:
|
|
|
September 30,
2013 |
|
December 31,
2012 |
||||
|
Leasing
|
$
|
226,891
|
|
|
$
|
234,498
|
|
|
Financing
|
52,038
|
|
|
42,868
|
|
||
|
Intangible assets:
|
|
|
|
||||
|
In-place lease values
|
199,274
|
|
|
175,735
|
|
||
|
Leasing commissions and legal costs
|
50,020
|
|
|
46,419
|
|
||
|
Above-market leases
|
116,717
|
|
|
118,033
|
|
||
|
Deferred tax assets
|
32,020
|
|
|
33,414
|
|
||
|
Deferred compensation plan assets
|
29,126
|
|
|
24,670
|
|
||
|
Acquisition deposit
|
—
|
|
|
30,000
|
|
||
|
Other assets
|
68,180
|
|
|
72,811
|
|
||
|
|
774,266
|
|
|
778,448
|
|
||
|
Less accumulated amortization(1)
|
(227,684
|
)
|
|
(213,318
|
)
|
||
|
|
$
|
546,582
|
|
|
$
|
565,130
|
|
|
|
|
|
|
(1)
|
Accumulated amortization includes
$80,747
and
$62,792
relating to in-place lease values, leasing commissions and legal costs at
September 30, 2013
and
December 31, 2012
, respectively. Amortization expense of in-place lease values, leasing commissions and legal costs was
$12,228
and
$6,323
for the
three months ended
September 30, 2013
and
2012
, respectively, and
$40,611
and
$22,529
for the
nine months ended
September 30, 2013
and
2012
, respectively.
|
|
|
September 30,
2013 |
|
December 31,
2012 |
||||
|
Above-Market Leases
|
|
|
|
||||
|
Original allocated value
|
$
|
116,717
|
|
|
$
|
118,033
|
|
|
Less accumulated amortization
|
(43,047
|
)
|
|
(46,361
|
)
|
||
|
|
$
|
73,670
|
|
|
$
|
71,672
|
|
|
Below-Market Leases(1)
|
|
|
|
||||
|
Original allocated value
|
$
|
186,600
|
|
|
$
|
164,489
|
|
|
Less accumulated amortization
|
(74,056
|
)
|
|
(77,131
|
)
|
||
|
|
$
|
112,544
|
|
|
$
|
87,358
|
|
|
|
|
|
|
(1)
|
Below-market leases are included in other accrued liabilities.
|
|
9.
|
Mortgage Notes Payable:
|
|
|
|
Carrying Amount of Mortgage Notes(1)
|
|
|
|
|
|
|
||||||||||||||||||
|
|
|
September 30, 2013
|
|
December 31, 2012
|
|
|
|
|
|
|
||||||||||||||||
|
Property Pledged as Collateral
|
|
Related Party
|
|
Other
|
|
Related Party
|
|
Other
|
|
Effective Interest
Rate(2)
|
|
Monthly
Debt
Service(3)
|
|
Maturity
Date(4)
|
||||||||||||
|
Arrowhead Towne Center
|
|
$
|
—
|
|
|
$
|
237,832
|
|
|
$
|
—
|
|
|
$
|
243,176
|
|
|
2.76
|
%
|
|
$
|
1,131
|
|
|
2018
|
|
|
Camelback Colonnade(5)
|
|
—
|
|
|
49,416
|
|
|
—
|
|
|
—
|
|
|
2.16
|
%
|
|
178
|
|
|
2015
|
|
|||||
|
Chandler Fashion Center(6)
|
|
—
|
|
|
200,000
|
|
|
—
|
|
|
200,000
|
|
|
3.77
|
%
|
|
625
|
|
|
2019
|
|
|||||
|
Chesterfield Towne Center
|
|
—
|
|
|
110,000
|
|
|
—
|
|
|
110,000
|
|
|
4.80
|
%
|
|
573
|
|
|
2022
|
|
|||||
|
Danbury Fair Mall
|
|
117,810
|
|
|
117,809
|
|
|
119,823
|
|
|
119,823
|
|
|
5.53
|
%
|
|
1,538
|
|
|
2020
|
|
|||||
|
Deptford Mall
|
|
—
|
|
|
202,556
|
|
|
—
|
|
|
205,000
|
|
|
3.76
|
%
|
|
947
|
|
|
2023
|
|
|||||
|
Deptford Mall
|
|
—
|
|
|
14,616
|
|
|
—
|
|
|
14,800
|
|
|
6.46
|
%
|
|
101
|
|
|
2016
|
|
|||||
|
Eastland Mall
|
|
—
|
|
|
168,000
|
|
|
—
|
|
|
168,000
|
|
|
5.79
|
%
|
|
811
|
|
|
2016
|
|
|||||
|
Fashion Outlets of Chicago(7)
|
|
—
|
|
|
81,472
|
|
|
—
|
|
|
9,165
|
|
|
2.98
|
%
|
|
182
|
|
|
2017
|
|
|||||
|
Fashion Outlets of Niagara Falls USA
|
|
—
|
|
|
124,682
|
|
|
—
|
|
|
126,584
|
|
|
4.89
|
%
|
|
727
|
|
|
2020
|
|
|||||
|
Fiesta Mall(8)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
84,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
Flagstaff Mall
|
|
—
|
|
|
37,000
|
|
|
—
|
|
|
37,000
|
|
|
5.03
|
%
|
|
151
|
|
|
2015
|
|
|||||
|
FlatIron Crossing(9)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
173,561
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
Freehold Raceway Mall(6)
|
|
—
|
|
|
232,900
|
|
|
—
|
|
|
232,900
|
|
|
4.20
|
%
|
|
805
|
|
|
2018
|
|
|||||
|
Fresno Fashion Fair
|
|
79,701
|
|
|
79,701
|
|
|
80,601
|
|
|
80,602
|
|
|
6.76
|
%
|
|
1,104
|
|
|
2015
|
|
|||||
|
Great Northern Mall
|
|
—
|
|
|
35,719
|
|
|
—
|
|
|
36,395
|
|
|
5.19
|
%
|
|
234
|
|
|
2013
|
|
|||||
|
Green Acres Mall(10)
|
|
—
|
|
|
321,407
|
|
|
—
|
|
|
—
|
|
|
3.61
|
%
|
|
1,447
|
|
|
2021
|
|
|||||
|
Kings Plaza Shopping Center(11)
|
|
—
|
|
|
492,954
|
|
|
—
|
|
|
354,000
|
|
|
3.67
|
%
|
|
2,229
|
|
|
2019
|
|
|||||
|
Northgate Mall(12)
|
|
—
|
|
|
64,000
|
|
|
—
|
|
|
64,000
|
|
|
3.06
|
%
|
|
130
|
|
|
2017
|
|
|||||
|
Oaks, The
|
|
—
|
|
|
215,224
|
|
|
—
|
|
|
218,119
|
|
|
4.14
|
%
|
|
1,064
|
|
|
2022
|
|
|||||
|
Pacific View
|
|
—
|
|
|
136,478
|
|
|
—
|
|
|
138,367
|
|
|
4.08
|
%
|
|
668
|
|
|
2022
|
|
|||||
|
Paradise Valley Mall(13)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
81,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
Promenade at Casa Grande(14)
|
|
—
|
|
|
64,226
|
|
|
—
|
|
|
73,700
|
|
|
5.21
|
%
|
|
245
|
|
|
2013
|
|
|||||
|
Salisbury, Centre at
|
|
—
|
|
|
115,000
|
|
|
—
|
|
|
115,000
|
|
|
5.83
|
%
|
|
555
|
|
|
2016
|
|
|||||
|
Santa Monica Place
|
|
—
|
|
|
236,701
|
|
|
—
|
|
|
240,000
|
|
|
2.99
|
%
|
|
1,004
|
|
|
2018
|
|
|||||
|
SanTan Village Regional Center(15)
|
|
—
|
|
|
137,321
|
|
|
—
|
|
|
138,087
|
|
|
3.14
|
%
|
|
589
|
|
|
2019
|
|
|||||
|
South Plains Mall
|
|
—
|
|
|
100,221
|
|
|
—
|
|
|
101,340
|
|
|
6.58
|
%
|
|
648
|
|
|
2015
|
|
|||||
|
South Towne Center(16)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
85,247
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
Towne Mall
|
|
—
|
|
|
23,092
|
|
|
—
|
|
|
23,369
|
|
|
4.48
|
%
|
|
117
|
|
|
2022
|
|
|||||
|
Tucson La Encantada
|
|
73,204
|
|
|
—
|
|
|
74,185
|
|
|
—
|
|
|
4.23
|
%
|
|
368
|
|
|
2022
|
|
|||||
|
Twenty Ninth Street(17)
|
|
—
|
|
|
107,000
|
|
|
—
|
|
|
107,000
|
|
|
3.02
|
%
|
|
251
|
|
|
2016
|
|
|||||
|
Valley Mall
|
|
—
|
|
|
42,345
|
|
|
—
|
|
|
42,891
|
|
|
5.85
|
%
|
|
280
|
|
|
2016
|
|
|||||
|
Valley River Center
|
|
—
|
|
|
120,000
|
|
|
—
|
|
|
120,000
|
|
|
5.59
|
%
|
|
558
|
|
|
2016
|
|
|||||
|
Victor Valley, Mall of(18)
|
|
—
|
|
|
90,000
|
|
|
—
|
|
|
90,000
|
|
|
2.74
|
%
|
|
183
|
|
|
2014
|
|
|||||
|
Vintage Faire Mall(16)
|
|
—
|
|
|
99,431
|
|
|
—
|
|
|
135,000
|
|
|
5.81
|
%
|
|
586
|
|
|
2015
|
|
|||||
|
Westside Pavilion
|
|
—
|
|
|
152,797
|
|
|
—
|
|
|
154,608
|
|
|
4.49
|
%
|
|
783
|
|
|
2022
|
|
|||||
|
Wilton Mall(19)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
40,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
|
|
$
|
270,715
|
|
|
$
|
4,209,900
|
|
|
$
|
274,609
|
|
|
$
|
4,162,734
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
The mortgage notes payable balances include the unamortized debt premiums (discounts). Debt premiums (discounts) represent the excess (deficiency) of the fair value of debt over (under) the principal value of debt assumed in various acquisitions and are amortized to interest expense over the remaining term of the related debt in a manner that approximates the effective interest method.
|
|
Property Pledged as Collateral
|
September 30,
2013 |
|
December 31,
2012 |
||||
|
Arrowhead Towne Center
|
$
|
15,411
|
|
|
$
|
17,716
|
|
|
Camelback Colonnade
|
2,416
|
|
|
—
|
|
||
|
Deptford Mall
|
(15
|
)
|
|
(19
|
)
|
||
|
Fashion Outlets of Niagara Falls USA
|
6,574
|
|
|
7,270
|
|
||
|
FlatIron Crossing
|
—
|
|
|
5,232
|
|
||
|
Great Northern Mall
|
(5
|
)
|
|
(28
|
)
|
||
|
Valley Mall
|
(241
|
)
|
|
(307
|
)
|
||
|
|
$
|
24,140
|
|
|
$
|
29,864
|
|
|
(2)
|
The interest rate disclosed represents the effective interest rate, including the debt premiums (discounts) and deferred finance costs.
|
|
(3)
|
The monthly debt service represents the payment of principal and interest.
|
|
(4)
|
The maturity date assumes that all extension options are fully exercised and that the Company does not opt to refinance the debt prior to these dates. These extension options are at the Company's discretion, subject to certain conditions, which the Company believes will be met.
|
|
(5)
|
On
September 17, 2013
, the Company obtained control of the consolidated joint venture as a result of the Camelback Colonnade Restructuring (See Note
14
—
Acquisitions
). The loan on the property bears interest at an effective rate of
2.16%
and matures on
October 12, 2015
.
|
|
(6)
|
A
49.9%
interest in the loan has been assumed by a third party in connection with a co-venture arrangement (See Note
11
—
Co-Venture Arrangement
).
|
|
(7)
|
The construction loan on the property allows for borrowings up to
$140,000
, bears interest at LIBOR plus
2.50%
and matures on
March 5, 2017
, including extension options. At
September 30, 2013
and
December 31, 2012
, the total interest rate was
2.98%
and
3.00%
, respectively.
|
|
(8)
|
On
September 30, 2013
, the Company conveyed the property to the lender by a deed-in-lieu of foreclosure. As a result, the Company has been discharged from this non-recourse loan (See Note
15
—
Discontinued Operations
).
|
|
(9)
|
On
June 4, 2013
, the loan was paid off in full, which resulted in a gain of
$2,791
on the early extinguishment of debt.
|
|
(10)
|
On
January 24, 2013
, in connection with the Company's acquisition of
Green Acres Mall
(See Note
14
—
Acquisitions
), the Company placed a new loan on the property that allowed for borrowings of up to
$325,000
, bears interest at an effective interest rate of
3.61%
and matures on
February 3, 2021
. Concurrent with the acquisition, the Company borrowed
$100,000
on the loan. On
January 31, 2013
, the Company exercised its option to borrow an additional
$225,000
on the loan.
|
|
(11)
|
On
January 3, 2013
, the Company exercised its option to borrow an additional
$146,000
on the loan.
|
|
(12)
|
The loan bears interest at
LIBOR
plus
2.25%
and matures on
March 1, 2017
. At
September 30, 2013
and
December 31, 2012
, the total interest rate was
3.06%
and
3.09%
, respectively.
|
|
(13)
|
On
August 26, 2013
, the loan was paid off in full.
|
|
(14)
|
The loan bears interest at
LIBOR
plus
4.0%
with a
LIBOR
rate floor of
0.50%
and matures on
December 30, 2013
. At
September 30, 2013
and
December 31, 2012
, the total interest rate was
5.21%
.
|
|
(15)
|
On May 30, 2013, the consolidated joint venture replaced the existing loan on the property with a new
$138,000
loan that bears interest at
3.14%
and matures on
June 1, 2019
.
|
|
(16)
|
On
April 30, 2013
, the existing loan on Vintage Faire Mall was paid off in full, resulting in a loss of
$853
on the early extinguishment of debt. Concurrently, the loan on South Towne Center was assumed by Vintage Faire Mall. An additional
$15,200
loan was added to the assumed loan that bears interest at
2.50%
and matures on
November 5, 2015
.
|
|
(17)
|
The loan bears interest at
LIBOR
plus
2.63%
and matures on
January 18, 2016
. At
September 30, 2013
and
December 31, 2012
, the total interest rate was
3.02%
and
3.04%
, respectively.
|
|
(18)
|
The loan bears interest at
LIBOR
plus
2.25%
and matures on
November 6, 2014
. At
September 30, 2013
and
December 31, 2012
, the total interest rate was
2.74%
and
2.12%
, respectively.
|
|
(19)
|
On
August 1, 2013
, the loan was paid off in full.
|
|
10.
|
Bank and Other Notes Payable:
|
|
11.
|
Co-Venture Arrangement:
|
|
13.
|
Stockholders' Equity:
|
|
14.
|
Acquisitions:
|
|
Property
|
$
|
66,033
|
|
|
Deferred charges
|
7,450
|
|
|
|
Other assets
|
2,143
|
|
|
|
Total assets acquired
|
75,626
|
|
|
|
Other accrued liabilities
|
4,701
|
|
|
|
Total liabilities assumed
|
4,701
|
|
|
|
Fair value of acquired net assets
|
$
|
70,925
|
|
|
Property
|
$
|
443,391
|
|
|
Deferred charges
|
25,251
|
|
|
|
Cash and cash equivalents
|
3,856
|
|
|
|
Other assets
|
2,101
|
|
|
|
Total assets acquired
|
474,599
|
|
|
|
Mortgage note payable
|
175,720
|
|
|
|
Accounts payable
|
366
|
|
|
|
Other accrued liabilities
|
11,071
|
|
|
|
Total liabilities assumed
|
187,157
|
|
|
|
Fair value of acquired net assets (at 100% ownership)
|
$
|
287,442
|
|
|
Fair value of existing ownership interest (at 25% ownership)
|
$
|
91,542
|
|
|
Carrying value of investment
|
(33,382
|
)
|
|
|
Prior gain deferral recognized
|
26,067
|
|
|
|
Gain on remeasurement
|
$
|
84,227
|
|
|
Purchase price
|
$
|
310,397
|
|
|
Less debt assumed
|
(114,497
|
)
|
|
|
Carrying value of investment
|
33,382
|
|
|
|
Remeasurement gain
|
84,227
|
|
|
|
Less prior gain deferral
|
(26,067
|
)
|
|
|
Fair value of acquired net assets (at 100% ownership)
|
$
|
287,442
|
|
|
Property
|
$
|
423,349
|
|
|
Deferred charges
|
31,500
|
|
|
|
Restricted cash
|
4,009
|
|
|
|
Tenant receivables
|
926
|
|
|
|
Other assets
|
4,234
|
|
|
|
Total assets acquired
|
464,018
|
|
|
|
Mortgage note payable
|
244,403
|
|
|
|
Accounts payable
|
815
|
|
|
|
Other accrued liabilities
|
10,449
|
|
|
|
Total liabilities assumed
|
255,667
|
|
|
|
Fair value of acquired net assets (at 100% ownership)
|
$
|
208,351
|
|
|
Fair value of existing ownership interest (at 66.7% ownership)
|
$
|
139,326
|
|
|
Carrying value of investment
|
(23,597
|
)
|
|
|
Gain on remeasurement
|
$
|
115,729
|
|
|
Purchase price
|
$
|
144,400
|
|
|
Less debt assumed
|
(75,375
|
)
|
|
|
Carrying value of investment
|
23,597
|
|
|
|
Remeasurement gain
|
115,729
|
|
|
|
Fair value of acquired net assets (at 100% ownership)
|
$
|
208,351
|
|
|
Property
|
$
|
714,589
|
|
|
Deferred charges
|
37,371
|
|
|
|
Other assets
|
29,282
|
|
|
|
Total assets acquired
|
781,242
|
|
|
|
Other accrued liabilities
|
25,242
|
|
|
|
Total liabilities assumed
|
25,242
|
|
|
|
Fair value of acquired net assets
|
$
|
756,000
|
|
|
Property
|
$
|
477,673
|
|
|
Deferred charges
|
45,130
|
|
|
|
Other assets
|
19,125
|
|
|
|
Total assets acquired
|
541,928
|
|
|
|
Other accrued liabilities
|
41,928
|
|
|
|
Total liabilities assumed
|
41,928
|
|
|
|
Fair value of acquired net assets
|
$
|
500,000
|
|
|
Property
|
$
|
98,160
|
|
|
Deferred charges
|
8,284
|
|
|
|
Cash and cash equivalents
|
1,280
|
|
|
|
Restricted cash
|
1,139
|
|
|
|
Tenant receivables
|
615
|
|
|
|
Other assets
|
380
|
|
|
|
Total assets acquired
|
109,858
|
|
|
|
Mortgage note payable
|
49,465
|
|
|
|
Accounts payable
|
54
|
|
|
|
Other accrued liabilities
|
4,752
|
|
|
|
Total liabilities assumed
|
54,271
|
|
|
|
Fair value of acquired net assets (at 100% ownership)
|
$
|
55,587
|
|
|
Fair value of existing ownership interest (at 73.2% ownership)
|
$
|
41,690
|
|
|
Carrying value of investment
|
(5,349
|
)
|
|
|
Gain on remeasurement
|
$
|
36,341
|
|
|
|
Total
revenues (1)
|
|
Income from
continuing operations (1)
|
||||
|
Supplemental pro forma information for the three months ended September 30, 2013
|
$
|
269,098
|
|
|
$
|
43,063
|
|
|
Supplemental pro forma information for the three months ended September 30, 2012
|
$
|
258,906
|
|
|
$
|
43,223
|
|
|
Supplemental pro forma information for the nine months ended September 30, 2013
|
$
|
767,733
|
|
|
$
|
153,151
|
|
|
Supplemental pro forma information for the nine months ended September 30, 2012
|
$
|
758,130
|
|
|
$
|
96,703
|
|
|
|
|
|
|
(1)
|
This unaudited pro forma supplemental information does not purport to be indicative of what the Company's operating results would have been had these transactions occurred on January 1, 2012, and may not be indicative of future operating results. The Company has excluded remeasurement gains and acquisition costs from these pro forma results as they are considered significant non-recurring adjustments directly attributable to these transactions.
|
|
15.
|
Discontinued Operations:
|
|
16.
|
Commitments and Contingencies:
|
|
17.
|
Related Party Transactions:
|
|
|
For the Three Months Ended September 30,
|
|
For the Nine Months Ended September 30,
|
||||||||||||
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
|
Management Fees
|
$
|
5,286
|
|
|
$
|
5,861
|
|
|
$
|
16,286
|
|
|
$
|
17,862
|
|
|
Development and Leasing Fees
|
3,810
|
|
|
3,677
|
|
|
8,284
|
|
|
9,764
|
|
||||
|
|
$
|
9,096
|
|
|
$
|
9,538
|
|
|
$
|
24,570
|
|
|
$
|
27,626
|
|
|
18.
|
Share and Unit-Based Plans:
|
|
|
For the Three Months Ended September 30,
|
|
For the Nine Months Ended September 30,
|
||||||||||||
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
|
LTIP Units
|
$
|
4,743
|
|
|
$
|
2,778
|
|
|
$
|
12,393
|
|
|
$
|
6,646
|
|
|
Stock awards
|
121
|
|
|
125
|
|
|
353
|
|
|
345
|
|
||||
|
Stock units
|
674
|
|
|
383
|
|
|
3,165
|
|
|
2,991
|
|
||||
|
Stock options
|
4
|
|
|
18
|
|
|
12
|
|
|
18
|
|
||||
|
Stock appreciation rights ("SARs")
|
—
|
|
|
210
|
|
|
—
|
|
|
291
|
|
||||
|
Phantom stock units
|
248
|
|
|
211
|
|
|
735
|
|
|
721
|
|
||||
|
|
$
|
5,790
|
|
|
$
|
3,725
|
|
|
$
|
16,658
|
|
|
$
|
11,012
|
|
|
|
LTIP Units
|
|
Stock Awards
|
|
Phantom Stock Units
|
|
Stock Units
|
||||||||||||||||||||
|
|
Units
|
|
Value(1)
|
|
Shares
|
|
Value(1)
|
|
Units
|
|
Value(1)
|
|
Units
|
|
Value(1)
|
||||||||||||
|
Balance at January 1, 2013
|
200,000
|
|
|
$
|
38.63
|
|
|
20,924
|
|
|
$
|
49.36
|
|
|
—
|
|
|
$
|
—
|
|
|
114,677
|
|
|
$
|
52.19
|
|
|
Granted
|
332,189
|
|
|
49.67
|
|
|
8,963
|
|
|
61.84
|
|
|
32,063
|
|
|
58.94
|
|
|
67,920
|
|
|
62.01
|
|
||||
|
Vested
|
(200,000
|
)
|
|
38.63
|
|
|
(10,886
|
)
|
|
46.70
|
|
|
(12,377
|
)
|
|
59.38
|
|
|
(45,279
|
)
|
|
51.29
|
|
||||
|
Forfeited
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
Balance at September 30, 2013
|
332,189
|
|
|
$
|
49.67
|
|
|
19,001
|
|
|
$
|
56.77
|
|
|
19,686
|
|
|
$
|
58.66
|
|
|
137,318
|
|
|
$
|
57.24
|
|
|
|
|
|
|
(1)
|
Value represents the weighted-average grant date fair value.
|
|
|
SARs
|
|
Stock Options
|
||||||||||
|
|
Shares
|
|
Value(1)
|
|
Shares
|
|
Value(1)
|
||||||
|
Balance at January 1, 2013
|
1,164,185
|
|
|
$
|
56.66
|
|
|
12,768
|
|
|
$
|
54.69
|
|
|
Granted
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
|
Exercised
|
(93,194
|
)
|
|
56.63
|
|
|
(2,700
|
)
|
|
36.51
|
|
||
|
Forfeited
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
|
Balance at September 30, 2013
|
1,070,991
|
|
|
$
|
56.66
|
|
|
10,068
|
|
|
$
|
59.57
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
||||||
|
(1)
|
Value represents the weighted-average exercise price.
|
|
|
For the Three Months Ended September 30,
|
|
For the Nine Months Ended September 30,
|
||||||||||||
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
|
Current
|
$
|
(79
|
)
|
|
$
|
—
|
|
|
$
|
(235
|
)
|
|
$
|
—
|
|
|
Deferred
|
622
|
|
|
934
|
|
|
2,498
|
|
|
2,159
|
|
||||
|
Income tax benefit
|
$
|
543
|
|
|
$
|
934
|
|
|
$
|
2,263
|
|
|
$
|
2,159
|
|
|
20.
|
Subsequent Events:
|
|
Item 2.
|
Management's Discussion and Analysis of Financial Condition and Results of Operations
|
|
•
|
expectations regarding the Company's growth;
|
|
•
|
the Company's beliefs regarding its acquisition, redevelopment, development, leasing and operational activities and opportunities, including the performance of its retailers;
|
|
•
|
the Company's acquisition, disposition and other strategies;
|
|
•
|
regulatory matters pertaining to compliance with governmental regulations;
|
|
•
|
the Company's capital expenditure plans and expectations for obtaining capital for expenditures;
|
|
•
|
the Company's expectations regarding income tax benefits;
|
|
•
|
the Company's expectations regarding its financial condition or results of operations; and
|
|
•
|
the Company's expectations for refinancing its indebtedness, entering into and servicing debt obligations and entering into joint venture arrangements.
|
|
Buildings and improvements
|
|
5 - 40 years
|
|
Tenant improvements
|
|
5 - 7 years
|
|
Equipment and furnishings
|
|
5 - 7 years
|
|
Deferred lease costs
|
|
1 - 15 years
|
|
Deferred financing costs
|
|
1 - 15 years
|
|
|
For the Nine Months Ended September 30,
|
||||||
|
(Dollars in thousands)
|
2013
|
|
2012
|
||||
|
Consolidated Centers:
|
|
|
|
||||
|
Acquisitions of property and equipment
|
$
|
545,149
|
|
|
$
|
86,424
|
|
|
Development, redevelopment, expansion and renovation of Centers
|
140,289
|
|
|
101,584
|
|
||
|
Tenant allowances
|
17,880
|
|
|
12,577
|
|
||
|
Deferred leasing charges
|
18,812
|
|
|
17,644
|
|
||
|
|
$
|
722,130
|
|
|
$
|
218,229
|
|
|
Joint Venture Centers (at Company's pro rata share):
|
|
|
|
||||
|
Acquisitions of property and equipment
|
$
|
3,457
|
|
|
$
|
3,064
|
|
|
Development, redevelopment, expansion and renovation of Centers
|
75,198
|
|
|
54,330
|
|
||
|
Tenant allowances
|
7,003
|
|
|
4,841
|
|
||
|
Deferred leasing charges
|
2,897
|
|
|
3,407
|
|
||
|
|
$
|
88,555
|
|
|
$
|
65,642
|
|
|
|
Payment Due by Period
|
||||||||||||||||||
|
Contractual Obligations
|
Total
|
|
Less than
1 year
|
|
1 - 3
years
|
|
3 - 5
years
|
|
More than
five years
|
||||||||||
|
Long-term debt obligations (includes expected interest payments)
|
$
|
4,522,456
|
|
|
$
|
176,806
|
|
|
$
|
856,437
|
|
|
$
|
876,378
|
|
|
$
|
2,612,835
|
|
|
Operating lease obligations(1)
|
356,273
|
|
|
14,798
|
|
|
26,813
|
|
|
23,559
|
|
|
291,103
|
|
|||||
|
Purchase obligations(1)
|
12,359
|
|
|
12,359
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
Other long-term liabilities
|
333,258
|
|
|
291,330
|
|
|
2,982
|
|
|
3,299
|
|
|
35,647
|
|
|||||
|
|
$
|
5,224,346
|
|
|
$
|
495,293
|
|
|
$
|
886,232
|
|
|
$
|
903,236
|
|
|
$
|
2,939,585
|
|
|
(1)
|
See Note
16
—
Commitments and Contingencies
in the Company's Notes to Consolidated Financial Statements.
|
|
|
|
For the Three Months Ended September 30,
|
|
For the Nine Months Ended September 30,
|
||||||||||||
|
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
|
Net income attributable to the Company
|
|
$
|
38,123
|
|
|
$
|
43,893
|
|
|
$
|
275,212
|
|
|
$
|
163,179
|
|
|
Adjustments to reconcile net income attributable to the Company to FFO—basic and diluted:
|
|
|
|
|
|
|
|
|
||||||||
|
Noncontrolling interests in the Operating Partnership
|
|
2,362
|
|
|
3,469
|
|
|
19,605
|
|
|
13,575
|
|
||||
|
Loss (gain) on remeasurement, sale or write down of consolidated assets, net
|
|
919
|
|
|
(21,765
|
)
|
|
(145,023
|
)
|
|
4,449
|
|
||||
|
Add: gain on sale of undepreciated consolidated assets
|
|
—
|
|
|
—
|
|
|
2,238
|
|
|
—
|
|
||||
|
Add: noncontrolling interests share of (loss) gain on remeasurement, sale or write down of consolidated joint ventures, net
|
|
—
|
|
|
(3
|
)
|
|
3,163
|
|
|
3,535
|
|
||||
|
Gain on remeasurement, sale or write down of assets from unconsolidated joint ventures, net(1)
|
|
(18,062
|
)
|
|
(135
|
)
|
|
(91,077
|
)
|
|
(11,292
|
)
|
||||
|
Add: (loss) gain on sale of undepreciated assets from unconsolidated joint ventures(1)
|
|
(51
|
)
|
|
—
|
|
|
433
|
|
|
—
|
|
||||
|
Depreciation and amortization on consolidated assets
|
|
92,221
|
|
|
72,220
|
|
|
279,364
|
|
|
222,188
|
|
||||
|
Less: depreciation and amortization attributable to noncontrolling interests on consolidated joint ventures
|
|
(5,276
|
)
|
|
(4,523
|
)
|
|
(14,414
|
)
|
|
(13,952
|
)
|
||||
|
Depreciation and amortization on unconsolidated joint ventures(1)
|
|
22,323
|
|
|
22,927
|
|
|
66,470
|
|
|
73,237
|
|
||||
|
Less: depreciation on personal property
|
|
(2,986
|
)
|
|
(3,185
|
)
|
|
(9,020
|
)
|
|
(9,636
|
)
|
||||
|
FFO—basic and diluted
|
|
129,573
|
|
|
112,898
|
|
|
386,951
|
|
|
445,283
|
|
||||
|
Shoppingtown Mall
|
|
—
|
|
|
—
|
|
|
—
|
|
|
396
|
|
||||
|
Valley View Center
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(101,116
|
)
|
||||
|
Prescott Gateway
|
|
—
|
|
|
54
|
|
|
—
|
|
|
(16,296
|
)
|
||||
|
AFFO and AFFO—diluted
|
|
$
|
129,573
|
|
|
$
|
112,952
|
|
|
$
|
386,951
|
|
|
$
|
328,267
|
|
|
Weighted average number of FFO shares outstanding for:
|
|
|
|
|
|
|
|
|
||||||||
|
FFO—basic (2)
|
|
150,334
|
|
|
144,990
|
|
|
149,140
|
|
|
144,160
|
|
||||
|
Adjustments for impact of dilutive securities in computing FFO-diluted:
|
|
|
|
|
|
|
|
|
||||||||
|
Stock warrants
|
|
—
|
|
|
64
|
|
|
—
|
|
|
78
|
|
||||
|
Share and unit based compensation plans
|
|
61
|
|
|
46
|
|
|
101
|
|
|
18
|
|
||||
|
FFO—diluted (3)
|
|
150,395
|
|
|
145,100
|
|
|
149,241
|
|
|
144,256
|
|
||||
|
|
|
|
|
(1)
|
Unconsolidated joint ventures are presented at the Company's pro rata share.
|
|
(2)
|
Includes
9.6 million
and
10.8 million
OP Units for the
three months ended
September 30, 2013
and
2012
, respectively, and
9.9 million
and
11.1 million
OP units for the
nine months ended
September 30, 2013
and
2012
, respectively.
|
|
(3)
|
The computation of FFO and AFFO—diluted shares outstanding includes the effect of share and unit-based compensation plans and the Senior Notes using the treasury stock method. It also assumes the conversion of MACWH, LP common and preferred units to the extent that they are dilutive to the FFO and AFFO—diluted computation.
|
|
Item 3.
|
Quantitative and Qualitative Disclosures About Market Risk
|
|
|
For the years ended September 30,
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
Thereafter
|
|
Total
|
|
FV
|
||||||||||||||||
|
CONSOLIDATED CENTERS (1):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Long-term debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Fixed rate
|
$
|
103,305
|
|
|
$
|
322,945
|
|
|
$
|
712,044
|
|
|
$
|
64,454
|
|
|
$
|
494,118
|
|
|
$
|
2,389,988
|
|
|
$
|
4,086,854
|
|
|
$
|
4,161,287
|
|
|
Average interest rate
|
4.34
|
%
|
|
6.07
|
%
|
|
5.31
|
%
|
|
3.68
|
%
|
|
3.62
|
%
|
|
3.96
|
%
|
|
4.33
|
%
|
|
|
|
||||||||
|
Floating rate
|
65,634
|
|
|
92,112
|
|
|
103,480
|
|
|
290,472
|
|
|
—
|
|
|
125,000
|
|
|
676,698
|
|
|
666,737
|
|
||||||||
|
Average interest rate
|
5.16
|
%
|
|
2.75
|
%
|
|
3.02
|
%
|
|
2.44
|
%
|
|
—
|
%
|
|
2.53
|
%
|
|
2.85
|
%
|
|
|
|
||||||||
|
Total debt—Consolidated Centers
|
$
|
168,939
|
|
|
$
|
415,057
|
|
|
$
|
815,524
|
|
|
$
|
354,926
|
|
|
$
|
494,118
|
|
|
$
|
2,514,988
|
|
|
$
|
4,763,552
|
|
|
$
|
4,828,024
|
|
|
UNCONSOLIDATED JOINT VENTURE CENTERS (1):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Long-term debt (at Company's pro rata share):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Fixed rate
|
$
|
21,855
|
|
|
$
|
246,061
|
|
|
$
|
228,654
|
|
|
$
|
65,123
|
|
|
$
|
153,863
|
|
|
$
|
923,816
|
|
|
$
|
1,639,372
|
|
|
$
|
1,676,933
|
|
|
Average interest rate
|
4.58
|
%
|
|
5.87
|
%
|
|
6.49
|
%
|
|
6.19
|
%
|
|
4.48
|
%
|
|
3.70
|
%
|
|
4.60
|
%
|
|
|
|
||||||||
|
Floating rate
|
699
|
|
|
14,619
|
|
|
26,361
|
|
|
71,093
|
|
|
64,951
|
|
|
9,114
|
|
|
186,837
|
|
|
184,592
|
|
||||||||
|
Average interest rate
|
2.43
|
%
|
|
3.07
|
%
|
|
3.37
|
%
|
|
2.83
|
%
|
|
2.27
|
%
|
|
2.07
|
%
|
|
2.69
|
%
|
|
|
|
||||||||
|
Total debt—Unconsolidated Joint Venture Centers
|
$
|
22,554
|
|
|
$
|
260,680
|
|
|
$
|
255,015
|
|
|
$
|
136,216
|
|
|
$
|
218,814
|
|
|
$
|
932,930
|
|
|
$
|
1,826,209
|
|
|
$
|
1,861,525
|
|
|
(1)
|
The maturity date assumes that all extension options are fully exercised and that the Company does not opt to refinance the debt prior to these dates. These extension options are at the Company's discretion, subject to certain conditions, which the Company believes will be met.
|
|
Item 4.
|
Controls and Procedures
|
|
Exhibit
Number
|
|
Description
|
|
2.1
|
|
Contribution Agreement and Joint Escrow Instructions, dated October 21, 2012, by and among Alexander's Kings Plaza, LLC, Alexander's of Kings, LLC, Kings Parking, LLC and Brooklyn Kings Plaza LLC (incorporated by reference as an exhibit to the Company's Current Report on Form 8-K, event date November 28, 2012).
|
|
2.2
|
|
Agreement of Sale and Purchase, dated October 21, 2012, by and among Green Acres Mall, L.L.C. and Valley Stream Green Acres LLC (incorporated by reference as an exhibit to the Company's Current Report on Form 8-K, event date January 24, 2013).
|
|
3.1
|
|
Articles of Amendment and Restatement of the Company (incorporated by reference as an exhibit to the Company's Registration Statement on Form S-11, as amended (No. 33-68964)).
|
|
3.1.1
|
|
Articles Supplementary of the Company (incorporated by reference as an exhibit to the Company's Current Report on Form 8-K, event date May 30, 1995).
|
|
3.1.2
|
|
Articles Supplementary of the Company (with respect to the first paragraph) (incorporated by reference as an exhibit to the Company's 1998 Form 10-K).
|
|
3.1.3
|
|
Articles Supplementary of the Company (Series D Preferred Stock) (incorporated by reference as an exhibit to the Company's Current Report on Form 8-K, event date July 26, 2002).
|
|
3.1.4
|
|
Articles Supplementary of the Company (incorporated by reference as an exhibit to the Company's Registration Statement on Form S-3, as amended (No. 333-88718)).
|
|
3.1.5
|
|
Articles of Amendment (declassification of Board) (incorporated by reference as an exhibit to the Company's 2008 Form 10-K).
|
|
3.1.6
|
|
Articles Supplementary (incorporated by reference as an exhibit to the Company's Current Report on Form 8-K, event date February 5, 2009).
|
|
3.1.7
|
|
Articles of Amendment (increased authorized shares) (incorporated by reference as an exhibit to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2009).
|
|
3.2
|
|
Amended and Restated Bylaws of the Company (incorporated by reference as an exhibit to the Company's Current Report on Form 8-K, event date January 26, 2012).
|
|
10.1
|
|
$1,500,000,000 Revolving Loan Facility and $125,000,000 Term Loan Facility Amended and Restated Credit Agreement, dated as of August 6, 2013, by and among the Company, The Macerich Partnership, L.P., Deutsche Bank Trust Company Americas, as administrative agent; Deutsche Bank Securities Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC as joint lead arrangers and joint bookrunning managers, JPMorgan Chase Bank, N.A. and Wells Fargo Bank, N.A. as co-syndication agents, and various lenders party thereto (incorporated by reference as an exhibit to the Company’s Current Report on Form 8‑K, event date, August 6, 2013).
|
|
10.2
|
|
Amended and Restated Unconditional Guaranty, dated as of August 6, 2013, by the Company in favor of Deutsche Bank Trust Company Americas, as administrative agent (incorporated by reference as an exhibit to the Company’s Current Report on Form 8‑K, event date, August 6, 2013).
|
|
10.3*
|
|
Notices dated August 28, 2013 from the Company to Edward Coppola and Thomas O’Hern regarding their respective management continuity agreements.
|
|
10.4*
|
|
Description of Director Compensation.
|
|
31.1
|
|
Section 302 Certification of Arthur Coppola, Chief Executive Officer
|
|
31.2
|
|
Section 302 Certification of Thomas O'Hern, Chief Financial Officer
|
|
32.1
|
|
Section 906 Certifications of Arthur Coppola and Thomas O'Hern
|
|
101.INS
|
|
XBRL Instance Document
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
|
THE MACERICH COMPANY
|
|
|
|
|
|
By:
|
/s/ THOMAS E. O'HERN
|
|
|
|
|
|
Thomas E. O'Hern
|
|
|
|
|
|
Senior Executive Vice President and Chief Financial Officer
|
|
Date: November 4, 2013
|
|
|
|
(Principal Financial Officer)
|
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
| FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
|---|
| DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
|---|
No information found
No Customers Found
No Suppliers Found
Price
Yield
| Owner | Position | Direct Shares | Indirect Shares |
|---|