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,
2014 |
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December 31,
2013 |
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ASSETS:
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Property, net
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$
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7,570,636
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$
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7,621,766
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Cash and cash equivalents
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58,479
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69,715
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Restricted cash
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14,121
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16,843
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Tenant and other receivables, net
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107,968
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99,497
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Deferred charges and other assets, net
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492,697
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533,058
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Loans to unconsolidated joint ventures
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3,361
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2,756
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Due from affiliates
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31,422
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30,132
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Investments in unconsolidated joint ventures
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927,424
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701,483
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Total assets
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$
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9,206,108
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$
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9,075,250
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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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265,269
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$
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269,381
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Others
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4,118,969
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4,145,809
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Total
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4,384,238
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4,415,190
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Bank and other notes payable
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546,301
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167,537
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Accounts payable and accrued expenses
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89,659
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76,941
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Other accrued liabilities
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317,515
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363,158
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Distributions in excess of investments in unconsolidated joint ventures
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253,673
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252,192
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Co-venture obligation
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75,669
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81,515
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Total liabilities
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5,667,055
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5,356,533
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Commitments and contingencies
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Equity:
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Stockholders' equity:
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Common stock, $0.01 par value, 250,000,000 shares authorized, 140,920,484 and 140,733,683 shares issued and outstanding at September 30, 2014 and December 31, 2013, respectively
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1,409
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1,407
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Additional paid-in capital
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3,930,317
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3,906,148
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Accumulated deficit
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(740,906
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(548,806
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)
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Total stockholders' equity
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3,190,820
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3,358,749
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Noncontrolling interests
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348,233
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359,968
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Total equity
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3,539,053
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3,718,717
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Total liabilities and equity
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$
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9,206,108
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$
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9,075,250
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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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2014
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2013
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2014
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2013
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Revenues:
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Minimum rents
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$
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150,395
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$
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145,259
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$
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451,248
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$
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422,492
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Percentage rents
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4,072
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4,111
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9,295
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10,609
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Tenant recoveries
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90,059
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87,218
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264,909
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247,857
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Management Companies
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8,352
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10,742
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25,248
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31,193
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Other
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10,614
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10,824
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31,638
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35,184
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Total revenues
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263,492
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258,154
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782,338
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747,335
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Expenses:
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Shopping center and operating expenses
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85,352
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83,349
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257,583
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240,635
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Management Companies' operating expenses
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21,508
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23,036
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65,185
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69,003
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REIT general and administrative expenses
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5,339
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5,955
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17,339
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18,672
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Depreciation and amortization
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89,741
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88,436
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266,199
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264,032
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201,940
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200,776
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606,306
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592,342
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Interest expense:
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Related parties
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3,671
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3,745
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11,069
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11,289
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Other
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44,132
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45,858
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128,872
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138,371
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47,803
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49,603
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139,941
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149,660
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Loss (gain) on extinguishment of debt, net
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46
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6
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405
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(1,938
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Total expenses
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249,789
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250,385
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746,652
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740,064
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Equity in income of unconsolidated joint ventures
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16,935
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35,161
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44,607
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145,477
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Co-venture expense
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(2,144
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(2,053
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(6,175
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(6,232
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Income tax benefit
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689
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543
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3,759
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2,263
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Gain (loss) on remeasurement, sale or write down of assets, net
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9,561
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8,249
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(1,504
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12,279
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Income from continuing operations
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38,744
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49,669
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76,373
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161,058
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Discontinued operations:
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(Loss) gain on the disposition of assets, net
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—
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(7,767
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)
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—
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134,145
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(Loss) income from discontinued operations
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—
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(1,077
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)
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—
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2,967
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Total (loss) income from discontinued operations
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—
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(8,844
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)
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—
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137,112
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Net income
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38,744
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40,825
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76,373
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298,170
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Less net income attributable to noncontrolling interests
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2,830
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2,702
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6,552
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22,958
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Net income attributable to the Company
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$
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35,914
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$
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38,123
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$
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69,821
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$
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275,212
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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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0.25
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$
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0.33
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$
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0.49
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$
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1.05
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Discontinued operations
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—
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(0.06
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—
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0.92
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Net income attributable to common stockholders
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$
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0.25
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$
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0.27
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$
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0.49
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$
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1.97
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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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0.25
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$
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0.33
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$
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0.49
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$
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1.05
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Discontinued operations
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—
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(0.06
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)
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—
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0.92
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Net income attributable to common stockholders
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$
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0.25
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$
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0.27
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$
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0.49
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$
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1.97
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Weighted average number of common shares outstanding:
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Basic
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140,916,000
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140,712,000
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140,859,000
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139,219,000
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Diluted
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141,060,000
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140,773,000
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140,975,000
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139,320,000
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Stockholders' Equity
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Common Stock
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Shares
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Par
Value
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Additional
Paid-in
Capital
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Accumulated
Deficit
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Total
Stockholders'
Equity
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Noncontrolling
Interests
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Total Equity
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|||||||||||||
Balance at January 1, 2014
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140,733,683
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$
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1,407
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$
|
3,906,148
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$
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(548,806
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)
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$
|
3,358,749
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$
|
359,968
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$
|
3,718,717
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Net income
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—
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—
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—
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69,821
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69,821
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6,552
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76,373
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Amortization of share and unit-based compensation plans
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101,511
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1
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30,102
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—
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30,103
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—
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30,103
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Employee stock purchases
|
13,957
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—
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645
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—
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645
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—
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645
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Distributions paid ($1.86) per share
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—
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—
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—
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(261,921
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)
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(261,921
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)
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—
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(261,921
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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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—
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(24,285
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)
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(24,285
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)
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Other
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—
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—
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(343
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)
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—
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(343
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)
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—
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(343
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)
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Conversion of noncontrolling interests to common shares
|
71,333
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1
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|
983
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—
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|
984
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(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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|
(157
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)
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—
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(157
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)
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|
(79
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)
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(236
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)
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Adjustment of noncontrolling interest in Operating Partnership
|
—
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|
|
—
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(7,061
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)
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—
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|
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(7,061
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)
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|
7,061
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—
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Balance at September 30, 2014
|
140,920,484
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|
|
$
|
1,409
|
|
|
$
|
3,930,317
|
|
|
$
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(740,906
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)
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$
|
3,190,820
|
|
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$
|
348,233
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|
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$
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3,539,053
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For the Nine Months Ended September 30,
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||||||
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2014
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|
2013
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Cash flows from operating activities:
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|
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Net income
|
$
|
76,373
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$
|
298,170
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Adjustments to reconcile net income to net cash provided by operating activities:
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|
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Loss (gain) on extinguishment of debt
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405
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(1,938
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)
|
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Loss (gain) on remeasurement, sale or write down of assets, net
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1,504
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|
|
(12,279
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)
|
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Gain on the disposition of assets, net from discontinued operations
|
—
|
|
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(134,145
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)
|
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Depreciation and amortization
|
273,765
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|
|
285,933
|
|
||
Amortization of net premium on mortgage notes payable
|
(4,056
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)
|
|
(5,502
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)
|
||
Amortization of share and unit-based plans
|
25,217
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|
|
13,913
|
|
||
Straight-line rent adjustment
|
(4,440
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)
|
|
(6,201
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)
|
||
Amortization of above and below-market leases
|
(5,730
|
)
|
|
(4,745
|
)
|
||
Provision for doubtful accounts
|
3,452
|
|
|
3,231
|
|
||
Income tax benefit
|
(3,759
|
)
|
|
(2,263
|
)
|
||
Equity in income of unconsolidated joint ventures
|
(44,607
|
)
|
|
(145,477
|
)
|
||
Distributions of income from unconsolidated joint ventures
|
886
|
|
|
8,538
|
|
||
Co-venture expense
|
6,175
|
|
|
6,232
|
|
||
Changes in assets and liabilities, net of acquisitions and dispositions:
|
|
|
|
||||
Tenant and other receivables
|
(1,416
|
)
|
|
4,314
|
|
||
Other assets
|
(7,011
|
)
|
|
7,088
|
|
||
Due from affiliates
|
(1,290
|
)
|
|
(1,901
|
)
|
||
Accounts payable and accrued expenses
|
780
|
|
|
10,355
|
|
||
Other accrued liabilities
|
(19,342
|
)
|
|
5,533
|
|
||
Net cash provided by operating activities
|
296,906
|
|
|
328,856
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Acquisitions of property
|
(15,233
|
)
|
|
(492,577
|
)
|
||
Development, redevelopment, expansion and renovation of properties
|
(129,750
|
)
|
|
(158,682
|
)
|
||
Property improvements
|
(32,375
|
)
|
|
(21,752
|
)
|
||
Issuance of notes receivable
|
—
|
|
|
(13,330
|
)
|
||
Collections on notes receivable
|
3,169
|
|
|
8,347
|
|
||
Proceeds from maturities of marketable securities
|
—
|
|
|
23,769
|
|
||
Deferred leasing costs
|
(19,402
|
)
|
|
(21,774
|
)
|
||
Distributions from unconsolidated joint ventures
|
55,688
|
|
|
596,669
|
|
||
Contributions to unconsolidated joint ventures
|
(257,963
|
)
|
|
(66,772
|
)
|
||
Collection of/loans to unconsolidated joint ventures, net
|
(605
|
)
|
|
609
|
|
||
Proceeds from sale of assets
|
51,350
|
|
|
327,059
|
|
||
Restricted cash
|
2,722
|
|
|
52,892
|
|
||
Net cash (used in) provided by investing activities
|
(342,399
|
)
|
|
234,458
|
|
||
|
|
|
|
THE MACERICH COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
(Dollars in thousands)
(Unaudited)
|
|||||||
|
For the Nine Months Ended September 30,
|
||||||
|
2014
|
|
2013
|
||||
Cash flows from financing activities:
|
|
|
|
||||
Proceeds from mortgages, bank and other notes payable
|
580,967
|
|
|
2,239,853
|
|
||
Payments on mortgages, bank and other notes payable
|
(229,099
|
)
|
|
(2,694,945
|
)
|
||
Deferred financing costs
|
(1,126
|
)
|
|
(11,053
|
)
|
||
Net proceeds from stock offerings
|
—
|
|
|
171,121
|
|
||
Proceeds from share and unit-based plans
|
645
|
|
|
558
|
|
||
Redemption of noncontrolling interests
|
(236
|
)
|
|
(1,022
|
)
|
||
Contribution from noncontrolling interests
|
—
|
|
|
4,127
|
|
||
Contingent consideration paid
|
(18,667
|
)
|
|
—
|
|
||
Dividends and distributions
|
(286,206
|
)
|
|
(261,142
|
)
|
||
Distributions to co-venture partner
|
(12,021
|
)
|
|
(14,496
|
)
|
||
Net cash provided by (used in) financing activities
|
34,257
|
|
|
(566,999
|
)
|
||
Net decrease in cash and cash equivalents
|
(11,236
|
)
|
|
(3,685
|
)
|
||
Cash and cash equivalents, beginning of period
|
69,715
|
|
|
65,793
|
|
||
Cash and cash equivalents, end of period
|
$
|
58,479
|
|
|
$
|
62,108
|
|
Supplemental cash flow information:
|
|
|
|
||||
Cash payments for interest, net of amounts capitalized
|
$
|
136,233
|
|
|
$
|
156,446
|
|
Non-cash investing and financing transactions:
|
|
|
|
||||
Accrued development costs included in accounts payable and accrued expenses and other accrued liabilities
|
$
|
50,817
|
|
|
$
|
23,666
|
|
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
|
|
Acquisition of property in exchange for investment in unconsolidated joint venture
|
$
|
15,767
|
|
|
$
|
—
|
|
Notes receivable issued in connection with sale of property
|
$
|
9,603
|
|
|
$
|
—
|
|
Application of deposit to acquire property
|
$
|
—
|
|
|
$
|
30,000
|
|
Conversion of noncontrolling interests to common shares
|
$
|
984
|
|
|
$
|
12,984
|
|
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,
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Numerator
|
|
|
|
|
|
|
|
||||||||
Income from continuing operations
|
$
|
38,744
|
|
|
$
|
49,669
|
|
|
$
|
76,373
|
|
|
$
|
161,058
|
|
(Loss) income from discontinued operations
|
—
|
|
|
(8,844
|
)
|
|
—
|
|
|
137,112
|
|
||||
Net income attributable to noncontrolling interests
|
(2,830
|
)
|
|
(2,702
|
)
|
|
(6,552
|
)
|
|
(22,958
|
)
|
||||
Net income attributable to the Company
|
35,914
|
|
|
38,123
|
|
|
69,821
|
|
|
275,212
|
|
||||
Allocation of earnings to participating securities
|
(122
|
)
|
|
(80
|
)
|
|
(373
|
)
|
|
(257
|
)
|
||||
Numerator for basic and diluted earnings per share—net income attributable to common stockholders
|
$
|
35,792
|
|
|
$
|
38,043
|
|
|
$
|
69,448
|
|
|
$
|
274,955
|
|
Denominator
|
|
|
|
|
|
|
|
||||||||
Denominator for basic earnings per share—weighted average number of common shares outstanding
|
140,916
|
|
|
140,712
|
|
|
140,859
|
|
|
139,219
|
|
||||
Effect of dilutive securities:(1)
|
|
|
|
|
|
|
|
||||||||
Share and unit-based compensation plans
|
144
|
|
|
61
|
|
|
116
|
|
|
101
|
|
||||
Denominator for diluted earnings per share—weighted average number of common shares outstanding
|
141,060
|
|
|
140,773
|
|
|
140,975
|
|
|
139,320
|
|
||||
Earnings per common share—basic:
|
|
|
|
|
|
|
|
||||||||
Income from continuing operations
|
$
|
0.25
|
|
|
$
|
0.33
|
|
|
$
|
0.49
|
|
|
$
|
1.05
|
|
Discontinued operations
|
—
|
|
|
(0.06
|
)
|
|
—
|
|
|
0.92
|
|
||||
Net income attributable to common stockholders
|
$
|
0.25
|
|
|
$
|
0.27
|
|
|
$
|
0.49
|
|
|
$
|
1.97
|
|
Earnings per common share—diluted:
|
|
|
|
|
|
|
|
||||||||
Income from continuing operations
|
$
|
0.25
|
|
|
$
|
0.33
|
|
|
$
|
0.49
|
|
|
$
|
1.05
|
|
Discontinued operations
|
—
|
|
|
(0.06
|
)
|
|
—
|
|
|
0.92
|
|
||||
Net income attributable to common stockholders
|
$
|
0.25
|
|
|
$
|
0.27
|
|
|
$
|
0.49
|
|
|
$
|
1.97
|
|
|
|
|
(1)
|
Diluted EPS excludes
184,304
convertible preferred units for the
three and nine months ended
September 30, 2014
and
2013
as their impact was antidilutive.
|
4.
|
Investments in Unconsolidated Joint Ventures:
|
|
September 30,
2014 |
|
December 31,
2013 |
||||
Assets(1):
|
|
|
|
||||
Properties, net
|
$
|
3,798,082
|
|
|
$
|
3,435,737
|
|
Other assets
|
305,649
|
|
|
295,719
|
|
||
Total assets
|
$
|
4,103,731
|
|
|
$
|
3,731,456
|
|
Liabilities and partners' capital(1):
|
|
|
|
||||
Mortgage notes payable(2)
|
$
|
3,420,951
|
|
|
$
|
3,518,215
|
|
Other liabilities
|
242,861
|
|
|
202,444
|
|
||
Company's capital (deficit)
|
200,943
|
|
|
(25,367
|
)
|
||
Outside partners' capital
|
238,976
|
|
|
36,164
|
|
||
Total liabilities and partners' capital
|
$
|
4,103,731
|
|
|
$
|
3,731,456
|
|
Investments in unconsolidated joint ventures:
|
|
|
|
||||
Company's capital (deficit)
|
$
|
200,943
|
|
|
$
|
(25,367
|
)
|
Basis adjustment(3)
|
472,808
|
|
|
474,658
|
|
||
|
$
|
673,751
|
|
|
$
|
449,291
|
|
|
|
|
|
||||
Assets—Investments in unconsolidated joint ventures
|
$
|
927,424
|
|
|
$
|
701,483
|
|
Liabilities—Distributions in excess of investments in unconsolidated joint ventures
|
(253,673
|
)
|
|
(252,192
|
)
|
||
|
$
|
673,751
|
|
|
$
|
449,291
|
|
|
|
|
(1)
|
These amounts include the assets and liabilities of the following joint ventures as of
September 30, 2014
and
December 31, 2013
:
|
|
Pacific
Premier
Retail LP
|
|
Tysons
Corner LLC
|
||||
As of September 30, 2014:
|
|
|
|
||||
Total Assets
|
$
|
736,872
|
|
|
$
|
340,973
|
|
Total Liabilities
|
$
|
813,400
|
|
|
$
|
873,896
|
|
As of December 31, 2013:
|
|
|
|
||||
Total Assets
|
$
|
775,012
|
|
|
$
|
356,871
|
|
Total Liabilities
|
$
|
812,725
|
|
|
$
|
887,413
|
|
(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, 2014
and
December 31, 2013
, a total of
$33,540
could become recourse debt to the Company. As of
September 30, 2014
and
December 31, 2013
, the Company had an indemnity agreement from a joint venture partner for
$16,770
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
$948
and
$3,860
for the
three months ended
September 30, 2014
and
2013
, respectively, and
$3,227
and
$9,753
for the
nine months ended
September 30, 2014
and
2013
, respectively.
|
|
Pacific
Premier
Retail LP
|
|
Tysons
Corner
LLC
|
|
Other
Joint
Ventures
|
|
Total
|
||||||||
Three Months Ended September 30, 2014
|
|
|
|
|
|
|
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||
Minimum rents
|
$
|
25,095
|
|
|
$
|
15,542
|
|
|
$
|
61,522
|
|
|
$
|
102,159
|
|
Percentage rents
|
653
|
|
|
115
|
|
|
3,683
|
|
|
4,451
|
|
||||
Tenant recoveries
|
11,495
|
|
|
11,757
|
|
|
26,235
|
|
|
49,487
|
|
||||
Other
|
962
|
|
|
678
|
|
|
9,523
|
|
|
11,163
|
|
||||
Total revenues
|
38,205
|
|
|
28,092
|
|
|
100,963
|
|
|
167,260
|
|
||||
Expenses:
|
|
|
|
|
|
|
|
||||||||
Shopping center and operating expenses
|
9,959
|
|
|
9,694
|
|
|
37,384
|
|
|
57,037
|
|
||||
Interest expense
|
9,643
|
|
|
8,107
|
|
|
17,651
|
|
|
35,401
|
|
||||
Depreciation and amortization
|
8,199
|
|
|
5,162
|
|
|
24,006
|
|
|
37,367
|
|
||||
Total operating expenses
|
27,801
|
|
|
22,963
|
|
|
79,041
|
|
|
129,805
|
|
||||
Loss on remeasurement, sale or write down of assets, net
|
(732
|
)
|
|
—
|
|
|
(6
|
)
|
|
(738
|
)
|
||||
Net income
|
$
|
9,672
|
|
|
$
|
5,129
|
|
|
$
|
21,916
|
|
|
$
|
36,717
|
|
Company's equity in net income
|
$
|
4,379
|
|
|
$
|
988
|
|
|
$
|
11,568
|
|
|
$
|
16,935
|
|
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 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
|
|
|
Pacific
Premier
Retail LP
|
|
Tysons
Corner
LLC
|
|
Other
Joint
Ventures
|
|
Total
|
||||||||
Nine Months Ended September 30, 2014
|
|
|
|
|
|
|
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||
Minimum rents
|
$
|
76,829
|
|
|
$
|
47,516
|
|
|
$
|
173,710
|
|
|
$
|
298,055
|
|
Percentage rents
|
1,862
|
|
|
719
|
|
|
7,915
|
|
|
10,496
|
|
||||
Tenant recoveries
|
34,614
|
|
|
35,140
|
|
|
75,606
|
|
|
145,360
|
|
||||
Other
|
3,652
|
|
|
2,294
|
|
|
25,821
|
|
|
31,767
|
|
||||
Total revenues
|
116,957
|
|
|
85,669
|
|
|
283,052
|
|
|
485,678
|
|
||||
Expenses:
|
|
|
|
|
|
|
|
||||||||
Shopping center and operating expenses
|
31,772
|
|
|
29,374
|
|
|
101,522
|
|
|
162,668
|
|
||||
Interest expense
|
29,572
|
|
|
23,590
|
|
|
56,717
|
|
|
109,879
|
|
||||
Depreciation and amortization
|
25,747
|
|
|
14,520
|
|
|
66,768
|
|
|
107,035
|
|
||||
Total operating expenses
|
87,091
|
|
|
67,484
|
|
|
225,007
|
|
|
379,582
|
|
||||
Loss on remeasurement, sale or write down of assets, net
|
(7,044
|
)
|
|
—
|
|
|
(66
|
)
|
|
(7,110
|
)
|
||||
Net income
|
$
|
22,822
|
|
|
$
|
18,185
|
|
|
$
|
57,979
|
|
|
$
|
98,986
|
|
Company's equity in net income
|
$
|
9,865
|
|
|
$
|
4,357
|
|
|
$
|
30,385
|
|
|
$
|
44,607
|
|
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 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
|
|
5.
|
Property:
|
|
September 30,
2014 |
|
December 31,
2013 |
||||
Land
|
$
|
1,713,298
|
|
|
$
|
1,707,005
|
|
Buildings and improvements
|
6,508,764
|
|
|
6,555,212
|
|
||
Tenant improvements
|
545,336
|
|
|
537,754
|
|
||
Equipment and furnishings
|
144,950
|
|
|
152,198
|
|
||
Construction in progress
|
346,914
|
|
|
229,169
|
|
||
|
9,259,262
|
|
|
9,181,338
|
|
||
Less accumulated depreciation
|
(1,688,626
|
)
|
|
(1,559,572
|
)
|
||
|
$
|
7,570,636
|
|
|
$
|
7,621,766
|
|
6.
|
Tenant and Other Receivables, net:
|
7.
|
Deferred Charges and Other Assets, net:
|
|
September 30,
2014 |
|
December 31,
2013 |
||||
Leasing
|
$
|
227,151
|
|
|
$
|
223,038
|
|
Financing
|
50,896
|
|
|
51,695
|
|
||
Intangible assets:
|
|
|
|
||||
In-place lease values
|
185,832
|
|
|
205,651
|
|
||
Leasing commissions and legal costs
|
46,982
|
|
|
50,594
|
|
||
Above-market leases
|
111,941
|
|
|
118,770
|
|
||
Deferred tax assets
|
35,115
|
|
|
31,356
|
|
||
Deferred compensation plan assets
|
33,784
|
|
|
30,932
|
|
||
Other assets
|
69,598
|
|
|
65,793
|
|
||
|
761,299
|
|
|
777,829
|
|
||
Less accumulated amortization(1)
|
(268,602
|
)
|
|
(244,771
|
)
|
||
|
$
|
492,697
|
|
|
$
|
533,058
|
|
|
|
|
(1)
|
Accumulated amortization includes
$95,529
and
$89,141
relating to in-place lease values, leasing commissions and legal costs at
September 30, 2014
and
December 31, 2013
, respectively. Amortization expense of in-place lease values, leasing commissions and legal costs was
$11,850
and
$12,173
for the
three months ended
September 30, 2014
and
2013
, respectively, and
$35,948
and
$40,263
for the
nine months ended
September 30, 2014
and
2013
, respectively.
|
|
September 30,
2014 |
|
December 31,
2013 |
||||
Above-Market Leases
|
|
|
|
||||
Original allocated value
|
$
|
111,941
|
|
|
$
|
118,770
|
|
Less accumulated amortization
|
(53,781
|
)
|
|
(46,912
|
)
|
||
|
$
|
58,160
|
|
|
$
|
71,858
|
|
Below-Market Leases(1)
|
|
|
|
||||
Original allocated value
|
$
|
182,593
|
|
|
$
|
187,537
|
|
Less accumulated amortization
|
(88,838
|
)
|
|
(79,271
|
)
|
||
|
$
|
93,755
|
|
|
$
|
108,266
|
|
|
|
|
(1)
|
Below-market leases are included in other accrued liabilities.
|
8.
|
Mortgage Notes Payable:
|
|
|
Carrying Amount of Mortgage Notes(1)
|
|
|
|
|
|
|
|||||||||||||||||
|
|
September 30, 2014
|
|
December 31, 2013
|
|
|
|
|
|
|
|||||||||||||||
Property Pledged as Collateral
|
|
Related Party
|
|
Other
|
|
Related Party
|
|
Other
|
|
Effective Interest
Rate(2)
|
|
Monthly
Debt
Service(3)
|
|
Maturity
Date(4)
|
|||||||||||
Arrowhead Towne Center
|
|
$
|
—
|
|
|
$
|
230,552
|
|
|
$
|
—
|
|
|
$
|
236,028
|
|
|
2.76
|
%
|
|
$
|
1,131
|
|
|
2018
|
Camelback Colonnade
|
|
—
|
|
|
48,233
|
|
|
—
|
|
|
49,120
|
|
|
2.16
|
%
|
|
178
|
|
|
2015
|
|||||
Chandler Fashion Center(5)
|
|
—
|
|
|
200,000
|
|
|
—
|
|
|
200,000
|
|
|
3.77
|
%
|
|
625
|
|
|
2019
|
|||||
Danbury Fair Mall
|
|
114,994
|
|
|
114,993
|
|
|
117,120
|
|
|
117,120
|
|
|
5.53
|
%
|
|
1,538
|
|
|
2020
|
|||||
Deptford Mall
|
|
—
|
|
|
198,785
|
|
|
—
|
|
|
201,622
|
|
|
3.76
|
%
|
|
947
|
|
|
2023
|
|||||
Deptford Mall
|
|
—
|
|
|
14,354
|
|
|
—
|
|
|
14,551
|
|
|
6.46
|
%
|
|
101
|
|
|
2016
|
|||||
Eastland Mall
|
|
—
|
|
|
168,000
|
|
|
—
|
|
|
168,000
|
|
|
5.79
|
%
|
|
811
|
|
|
2016
|
|||||
Fashion Outlets of Chicago(6)
|
|
—
|
|
|
117,350
|
|
|
—
|
|
|
91,383
|
|
|
2.95
|
%
|
|
259
|
|
|
2017
|
|||||
Fashion Outlets of Niagara Falls USA
|
|
—
|
|
|
122,053
|
|
|
—
|
|
|
124,030
|
|
|
4.89
|
%
|
|
727
|
|
|
2020
|
|||||
Flagstaff Mall
|
|
—
|
|
|
37,000
|
|
|
—
|
|
|
37,000
|
|
|
5.03
|
%
|
|
151
|
|
|
2015
|
|||||
FlatIron Crossing
|
|
—
|
|
|
263,144
|
|
|
—
|
|
|
268,000
|
|
|
3.90
|
%
|
|
1,393
|
|
|
2021
|
|||||
Freehold Raceway Mall(5)
|
|
—
|
|
|
230,255
|
|
|
—
|
|
|
232,900
|
|
|
4.20
|
%
|
|
1,132
|
|
|
2018
|
|||||
Fresno Fashion Fair
|
|
78,427
|
|
|
78,427
|
|
|
79,391
|
|
|
79,390
|
|
|
6.76
|
%
|
|
1,104
|
|
|
2015
|
|||||
Great Northern Mall(7)
|
|
—
|
|
|
34,747
|
|
|
—
|
|
|
35,484
|
|
|
6.54
|
%
|
|
234
|
|
|
2015
|
|||||
Green Acres Mall
|
|
—
|
|
|
315,126
|
|
|
—
|
|
|
319,850
|
|
|
3.61
|
%
|
|
1,447
|
|
|
2021
|
|||||
Kings Plaza Shopping Center
|
|
—
|
|
|
483,251
|
|
|
—
|
|
|
490,548
|
|
|
3.67
|
%
|
|
2,229
|
|
|
2019
|
|||||
Northgate Mall(8)
|
|
—
|
|
|
64,000
|
|
|
—
|
|
|
64,000
|
|
|
3.03
|
%
|
|
128
|
|
|
2017
|
|||||
Oaks, The
|
|
—
|
|
|
211,224
|
|
|
—
|
|
|
214,239
|
|
|
4.14
|
%
|
|
1,064
|
|
|
2022
|
|||||
Pacific View
|
|
—
|
|
|
133,869
|
|
|
—
|
|
|
135,835
|
|
|
4.08
|
%
|
|
668
|
|
|
2022
|
|||||
Santa Monica Place
|
|
—
|
|
|
231,638
|
|
|
—
|
|
|
235,445
|
|
|
2.99
|
%
|
|
1,004
|
|
|
2018
|
|||||
SanTan Village Regional Center
|
|
—
|
|
|
134,523
|
|
|
—
|
|
|
136,629
|
|
|
3.14
|
%
|
|
589
|
|
|
2019
|
|||||
South Plains Mall(9)
|
|
—
|
|
|
71,725
|
|
|
—
|
|
|
99,833
|
|
|
4.78
|
%
|
|
383
|
|
|
2015
|
|||||
Superstition Springs Center
|
|
—
|
|
|
68,158
|
|
|
—
|
|
|
68,395
|
|
|
1.98
|
%
|
|
138
|
|
|
2016
|
|||||
Towne Mall
|
|
—
|
|
|
22,707
|
|
|
—
|
|
|
22,996
|
|
|
4.48
|
%
|
|
117
|
|
|
2022
|
|||||
Tucson La Encantada
|
|
71,848
|
|
|
—
|
|
|
72,870
|
|
|
—
|
|
|
4.23
|
%
|
|
368
|
|
|
2022
|
|||||
Valley Mall
|
|
—
|
|
|
41,571
|
|
|
—
|
|
|
42,155
|
|
|
5.85
|
%
|
|
280
|
|
|
2016
|
|||||
Valley River Center
|
|
—
|
|
|
120,000
|
|
|
—
|
|
|
120,000
|
|
|
5.59
|
%
|
|
558
|
|
|
2016
|
|||||
Victor Valley, Mall of(10)
|
|
—
|
|
|
115,000
|
|
|
—
|
|
|
90,000
|
|
|
4.00
|
%
|
|
380
|
|
|
2024
|
|||||
Vintage Faire Mall
|
|
—
|
|
|
98,006
|
|
|
—
|
|
|
99,083
|
|
|
5.81
|
%
|
|
586
|
|
|
2015
|
|||||
Westside Pavilion
|
|
—
|
|
|
150,278
|
|
|
—
|
|
|
152,173
|
|
|
4.49
|
%
|
|
783
|
|
|
2022
|
|||||
|
|
$
|
265,269
|
|
|
$
|
4,118,969
|
|
|
$
|
269,381
|
|
|
$
|
4,145,809
|
|
|
|
|
|
|
|
|
|
(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 into 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,
2014 |
|
December 31,
2013 |
||||
Arrowhead Towne Center
|
$
|
12,337
|
|
|
$
|
14,642
|
|
Camelback Colonnade
|
1,233
|
|
|
2,120
|
|
||
Deptford Mall
|
(10
|
)
|
|
(14
|
)
|
||
Fashion Outlets of Niagara Falls USA
|
5,646
|
|
|
6,342
|
|
||
Superstition Springs Center
|
658
|
|
|
895
|
|
||
Valley Mall
|
(154
|
)
|
|
(219
|
)
|
||
|
$
|
19,710
|
|
|
$
|
23,766
|
|
(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)
|
A
49.9%
interest in the loan has been assumed by a third party in connection with a co-venture arrangement (See Note
10
—
Co-Venture Arrangement
).
|
(6)
|
The construction loan on the property allows for borrowings of up to
$140,000
, bears interest at
LIBOR
plus
2.50%
and matures on
March 5, 2017
, including extension options. At
September 30, 2014
and
December 31, 2013
, the total interest rate was
2.95%
and
2.96%
, respectively.
|
(7)
|
On March 24, 2014, the loan was extended to January 1, 2015.
|
(8)
|
The loan bears interest at
LIBOR
plus
2.25%
and matures on
March 1, 2017
. At
September 30, 2014
and
December 31, 2013
, the total interest rate was
3.03%
and
3.04%
, respectively.
|
(9)
|
On
February 7, 2014
, the Company paid off in full one of the two loans on the property, which resulted in a loss of
$359
on the early extinguishment of debt.
|
(10)
|
On
August 28, 2014
, the Company replaced the existing loan on the property with a new loan that bears interest at an effective interest rate of
4.00%
and matures on
September 1, 2024
. The replacement of the existing loan resulted in a loss of
$46
on the early extinguishment of debt.
|
9.
|
Bank and Other Notes Payable:
|
10.
|
Co-Venture Arrangement:
|
12.
|
Stockholders' Equity:
|
13.
|
Acquisitions:
|
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
|
|
Property
|
$
|
114,373
|
|
Deferred charges
|
12,353
|
|
|
Cash and cash equivalents
|
8,894
|
|
|
Tenant receivables
|
51
|
|
|
Other assets
|
11,535
|
|
|
Total assets acquired
|
147,206
|
|
|
Mortgage note payable
|
68,448
|
|
|
Accounts payable
|
119
|
|
|
Other accrued liabilities
|
7,637
|
|
|
Total liabilities assumed
|
76,204
|
|
|
Fair value of acquired net assets (at 100% ownership)
|
$
|
71,002
|
|
Fair value of existing ownership interest (at 66.7% ownership)
|
$
|
47,340
|
|
Carrying value of investment
|
(32,476
|
)
|
|
Gain on remeasurement
|
$
|
14,864
|
|
Purchase price
|
$
|
46,162
|
|
Less debt assumed
|
(22,500
|
)
|
|
Carrying value of investment
|
32,476
|
|
|
Remeasurement gain
|
14,864
|
|
|
Fair value of acquired net assets (at 100% ownership)
|
$
|
71,002
|
|
Property
|
$
|
28,924
|
|
Deferred charges
|
6,660
|
|
|
Other assets
|
202
|
|
|
Total assets acquired
|
35,786
|
|
|
Other accrued liabilities
|
4,786
|
|
|
Total liabilities assumed
|
4,786
|
|
|
Fair value of acquired net assets (at 100% ownership)
|
$
|
31,000
|
|
Purchase price
|
$
|
15,233
|
|
Carrying value of investment
|
15,767
|
|
|
Fair value of acquired net assets (at 100% ownership)
|
$
|
31,000
|
|
|
For the Three Months Ended September 30,
|
|
For the Nine Months Ended September 30,
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Pro forma revenue (1)
|
$
|
263,492
|
|
|
$
|
267,091
|
|
|
$
|
785,038
|
|
|
$
|
773,343
|
|
Pro forma income from continuing operations (1)
|
$
|
38,744
|
|
|
$
|
13,492
|
|
|
$
|
73,847
|
|
|
$
|
122,976
|
|
|
|
|
(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, 2013, 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.
|
14.
|
Discontinued Operations:
|
15.
|
Commitments and Contingencies:
|
16.
|
Related Party Transactions:
|
|
For the Three Months Ended September 30,
|
|
For the Nine Months Ended September 30,
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Management Fees
|
$
|
4,613
|
|
|
$
|
5,286
|
|
|
$
|
14,328
|
|
|
$
|
16,286
|
|
Development and Leasing Fees
|
3,046
|
|
|
3,810
|
|
|
8,424
|
|
|
8,284
|
|
||||
|
$
|
7,659
|
|
|
$
|
9,096
|
|
|
$
|
22,752
|
|
|
$
|
24,570
|
|
17.
|
Share and Unit-Based Plans:
|
|
For the Three Months Ended September 30,
|
|
For the Nine Months Ended September 30,
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
LTIP Units
|
$
|
3,465
|
|
|
$
|
4,743
|
|
|
$
|
25,133
|
|
|
$
|
12,393
|
|
Stock awards
|
84
|
|
|
121
|
|
|
281
|
|
|
353
|
|
||||
Stock units
|
1,134
|
|
|
674
|
|
|
3,775
|
|
|
3,165
|
|
||||
Stock options
|
4
|
|
|
4
|
|
|
12
|
|
|
12
|
|
||||
Phantom stock units
|
296
|
|
|
248
|
|
|
902
|
|
|
735
|
|
||||
|
$
|
4,983
|
|
|
$
|
5,790
|
|
|
$
|
30,103
|
|
|
$
|
16,658
|
|
|
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, 2014
|
—
|
|
|
$
|
—
|
|
|
19,001
|
|
|
$
|
56.77
|
|
|
17,575
|
|
|
$
|
58.66
|
|
|
137,318
|
|
|
$
|
57.24
|
|
Granted
|
589,443
|
|
|
53.18
|
|
|
—
|
|
|
—
|
|
|
8,916
|
|
|
62.53
|
|
|
70,505
|
|
|
60.24
|
|
||||
Vested
|
(246,471
|
)
|
|
60.25
|
|
|
(9,812
|
)
|
|
54.45
|
|
|
(14,548
|
)
|
|
61.27
|
|
|
(68,151
|
)
|
|
55.10
|
|
||||
Forfeited
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Balance at September 30, 2014
|
342,972
|
|
|
$
|
48.11
|
|
|
9,189
|
|
|
$
|
59.25
|
|
|
11,943
|
|
|
$
|
58.36
|
|
|
139,672
|
|
|
$
|
59.80
|
|
|
|
|
(1)
|
Value represents the weighted average grant date fair value.
|
(1)
|
Value represents the weighted average exercise price.
|
|
For the Three Months Ended September 30,
|
|
For the Nine Months Ended September 30,
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Current
|
$
|
—
|
|
|
$
|
(79
|
)
|
|
$
|
—
|
|
|
$
|
(235
|
)
|
Deferred
|
689
|
|
|
622
|
|
|
3,759
|
|
|
2,498
|
|
||||
Income tax benefit
|
$
|
689
|
|
|
$
|
543
|
|
|
$
|
3,759
|
|
|
$
|
2,263
|
|
19.
|
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)
|
2014
|
|
2013
|
||||
Consolidated Centers:
|
|
|
|
||||
Acquisitions of property and equipment
|
$
|
63,516
|
|
|
$
|
545,149
|
|
Development, redevelopment, expansion and renovation of Centers
|
127,573
|
|
|
140,289
|
|
||
Tenant allowances
|
12,845
|
|
|
17,880
|
|
||
Deferred leasing charges
|
18,076
|
|
|
18,812
|
|
||
|
$
|
222,010
|
|
|
$
|
722,130
|
|
Joint Venture Centers (at Company's pro rata share):
|
|
|
|
||||
Acquisitions of property and equipment
|
$
|
109,030
|
|
|
$
|
3,457
|
|
Development, redevelopment, expansion and renovation of Centers
|
161,701
|
|
|
75,198
|
|
||
Tenant allowances
|
3,331
|
|
|
7,003
|
|
||
Deferred leasing charges
|
2,405
|
|
|
2,897
|
|
||
|
$
|
276,467
|
|
|
$
|
88,555
|
|
|
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)
|
$
|
5,637,424
|
|
|
$
|
354,784
|
|
|
$
|
964,486
|
|
|
$
|
1,964,999
|
|
|
$
|
2,353,155
|
|
Operating lease obligations(1)
|
349,337
|
|
|
14,552
|
|
|
29,141
|
|
|
20,786
|
|
|
284,858
|
|
|||||
Purchase obligations(1)
|
39,522
|
|
|
39,522
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Other long-term liabilities
|
313,419
|
|
|
272,770
|
|
|
3,138
|
|
|
3,470
|
|
|
34,041
|
|
|||||
|
$
|
6,339,702
|
|
|
$
|
681,628
|
|
|
$
|
996,765
|
|
|
$
|
1,989,255
|
|
|
$
|
2,672,054
|
|
(1)
|
See Note
15
—
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,
|
||||||||||||
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Net income attributable to the Company
|
|
$
|
35,914
|
|
|
$
|
38,123
|
|
|
$
|
69,821
|
|
|
$
|
275,212
|
|
Adjustments to reconcile net income attributable to the Company to FFO—basic and diluted:
|
|
|
|
|
|
|
|
|
||||||||
Noncontrolling interests in the Operating Partnership
|
|
2,571
|
|
|
2,362
|
|
|
4,990
|
|
|
19,605
|
|
||||
(Gain) loss on remeasurement, sale or write down of consolidated assets, net
|
|
(9,561
|
)
|
|
919
|
|
|
1,504
|
|
|
(145,023
|
)
|
||||
Add: gain on sale of undepreciated consolidated assets
|
|
797
|
|
|
—
|
|
|
919
|
|
|
2,238
|
|
||||
Add: noncontrolling interests share of (loss) gain on remeasurement, sale or write down of consolidated joint ventures, net
|
|
—
|
|
|
—
|
|
|
(39
|
)
|
|
3,163
|
|
||||
Loss (gain) on remeasurement, sale or write down of assets from unconsolidated joint ventures, net(1)
|
|
393
|
|
|
(18,062
|
)
|
|
3,765
|
|
|
(91,077
|
)
|
||||
Add: (loss) gain on sale of undepreciated assets from unconsolidated joint ventures(1)
|
|
—
|
|
|
(51
|
)
|
|
—
|
|
|
433
|
|
||||
Depreciation and amortization on consolidated assets
|
|
89,741
|
|
|
92,221
|
|
|
266,199
|
|
|
279,364
|
|
||||
Less: depreciation and amortization attributable to noncontrolling interests on consolidated joint ventures
|
|
(5,435
|
)
|
|
(5,276
|
)
|
|
(16,281
|
)
|
|
(14,414
|
)
|
||||
Depreciation and amortization on unconsolidated joint ventures(1)
|
|
20,999
|
|
|
22,323
|
|
|
61,326
|
|
|
66,470
|
|
||||
Less: depreciation on personal property
|
|
(2,899
|
)
|
|
(2,986
|
)
|
|
(8,298
|
)
|
|
(9,020
|
)
|
||||
FFO—basic and diluted
|
|
$
|
132,520
|
|
|
$
|
129,573
|
|
|
$
|
383,906
|
|
|
$
|
386,951
|
|
Weighted average number of FFO shares outstanding for:
|
|
|
|
|
|
|
|
|
||||||||
FFO—basic (2)
|
|
151,027
|
|
|
150,334
|
|
|
150,932
|
|
|
149,140
|
|
||||
Adjustments for impact of dilutive securities in computing FFO-diluted:
|
|
|
|
|
|
|
|
|
||||||||
Share and unit based compensation plans
|
|
144
|
|
|
61
|
|
|
116
|
|
|
101
|
|
||||
FFO—diluted (3)
|
|
151,171
|
|
|
150,395
|
|
|
151,048
|
|
|
149,241
|
|
|
|
|
(1)
|
Unconsolidated joint ventures are presented at the Company's pro rata share.
|
(2)
|
Includes
10.1 million
and
9.6 million
OP Units for the
three months ended
September 30, 2014
and
2013
, respectively, and
10.1 million
and
9.9 million
OP units for the
nine months ended
September 30, 2014
and
2013
, respectively.
|
(3)
|
The computation of FFO—diluted shares outstanding includes the effect of share and unit-based compensation plans 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—diluted computation.
|
Item 3.
|
Quantitative and Qualitative Disclosures About Market Risk
|
(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).
|
3.1.8
|
|
Articles of Amendment (to eliminate the supermajority vote requirement to amend the charter and to clarify a reference in Article NINTH) (incorporated by reference as an exhibit to the Company’s Current Report on Form 8-K, event date May 30, 2014).
|
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 29, 2014).
|
10.1*
|
|
First Amendment to Amended and Restated The Macerich Company Employee Stock Purchase Plan, effective October 23, 2014.
|
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 3, 2014
|
|
(Principal Financial Officer)
|
1.
|
I have reviewed this report on Form 10-Q for the quarter ended
September 30, 2014
of The Macerich Company;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
|
|
|
/s/ ARTHUR M. COPPOLA
|
Date:
|
November 3, 2014
|
|
Chairman and Chief Executive Officer
|
1.
|
I have reviewed this report on Form 10-Q for the quarter ended
September 30, 2014
of The Macerich Company;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
|
|
|
/s/ THOMAS E. O'HERN
|
Date:
|
November 3, 2014
|
|
Senior Executive Vice President and Chief Financial Officer
|
(i)
|
the Quarterly Report on Form 10-Q for the quarter ended
September 30, 2014
of the Company (the "Report") fully complies with the requirements of Section 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended; and
|
(ii)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
|
/s/ ARTHUR M. COPPOLA
|
|
|
Chairman and Chief Executive Officer
|
|
|
|
|
|
/s/ THOMAS E. O'HERN
|
|
|
Senior Executive Vice President and Chief Financial Officer
|