|
Maryland
|
|
95-4448705
|
|||
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer Identification Number)
|
|||
|
401 Wilshire Boulevard,
|
Suite 700,
|
Santa Monica,
|
California
|
|
90401
|
|
(Address of principal executive office, including zip code)
|
|
(Zip Code)
|
|||
|
|
|
(310)
|
394-6000
|
||
|
(Registrant's telephone number, including area code)
|
|||||
|
N/A
(Former name, former address and former fiscal year, if changed since last report)
|
|||||
|
Title of each class
|
Trading symbol
|
Name of each exchange on which registered
|
|
Common Stock, $0.01 Par Value
|
MAC
|
New York Stock Exchange
|
|
Large Accelerated Filer
|
x
|
|
Accelerated Filer
|
☐
|
|
Non-Accelerated Filer
|
☐
|
|
Smaller Reporting Company
|
☐
|
|
|
|
|
|
|
|
|
|
|
Emerging Growth Company
|
☐
|
|
Part I
|
|
Financial Information
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
Part II
|
|
Other Information
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
||||
|
|
June 30,
2019 |
|
December 31,
2018 |
||||
|
ASSETS:
|
|
|
|
||||
|
Property, net
|
$
|
6,689,545
|
|
|
$
|
6,785,776
|
|
|
Cash and cash equivalents
|
104,880
|
|
|
102,711
|
|
||
|
Restricted cash
|
43,548
|
|
|
46,590
|
|
||
|
Tenant and other receivables, net
|
124,051
|
|
|
123,492
|
|
||
|
Right-of-use assets, net
|
153,156
|
|
|
—
|
|
||
|
Deferred charges and other assets, net
|
300,143
|
|
|
390,403
|
|
||
|
Due from affiliates
|
11,005
|
|
|
85,181
|
|
||
|
Investments in unconsolidated joint ventures
|
1,517,771
|
|
|
1,492,655
|
|
||
|
Total assets
|
$
|
8,944,099
|
|
|
$
|
9,026,808
|
|
|
LIABILITIES AND EQUITY:
|
|
|
|
||||
|
Mortgage notes payable
|
$
|
4,305,028
|
|
|
$
|
4,073,916
|
|
|
Bank and other notes payable
|
809,356
|
|
|
908,544
|
|
||
|
Accounts payable and accrued expenses
|
52,894
|
|
|
59,392
|
|
||
|
Lease liabilities
|
119,785
|
|
|
—
|
|
||
|
Other accrued liabilities
|
253,221
|
|
|
303,051
|
|
||
|
Distributions in excess of investments in unconsolidated joint ventures
|
115,426
|
|
|
114,988
|
|
||
|
Financing arrangement obligation
|
319,019
|
|
|
378,485
|
|
||
|
Total liabilities
|
5,974,729
|
|
|
5,838,376
|
|
||
|
Commitments and contingencies
|
|
|
|
||||
|
Equity:
|
|
|
|
||||
|
Stockholders' equity:
|
|
|
|
||||
|
Common stock, $0.01 par value, 250,000,000 shares authorized, 141,364,568 and 141,221,712 shares issued and outstanding at June 30, 2019 and December 31, 2018, respectively
|
1,413
|
|
|
1,412
|
|
||
|
Additional paid-in capital
|
4,578,620
|
|
|
4,567,643
|
|
||
|
Accumulated deficit
|
(1,805,097
|
)
|
|
(1,614,357
|
)
|
||
|
Accumulated other comprehensive loss
|
(10,792
|
)
|
|
(4,466
|
)
|
||
|
Total stockholders' equity
|
2,764,144
|
|
|
2,950,232
|
|
||
|
Noncontrolling interests
|
205,226
|
|
|
238,200
|
|
||
|
Total equity
|
2,969,370
|
|
|
3,188,432
|
|
||
|
Total liabilities and equity
|
$
|
8,944,099
|
|
|
$
|
9,026,808
|
|
|
|
For the Three Months Ended June 30,
|
|
For the Six Months Ended June 30,
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
Revenues:
|
|
|
|
|
|
|
|
||||||||
|
Leasing revenue
|
$
|
211,022
|
|
|
$
|
217,014
|
|
|
$
|
422,030
|
|
|
$
|
435,126
|
|
|
Other
|
7,831
|
|
|
7,035
|
|
|
13,165
|
|
|
15,115
|
|
||||
|
Management Companies
|
9,119
|
|
|
10,496
|
|
|
19,299
|
|
|
21,038
|
|
||||
|
Total revenues
|
227,972
|
|
|
234,545
|
|
|
454,494
|
|
|
471,279
|
|
||||
|
Expenses:
|
|
|
|
|
|
|
|
||||||||
|
Shopping center and operating expenses
|
64,092
|
|
|
68,072
|
|
|
133,696
|
|
|
142,582
|
|
||||
|
Leasing expenses
|
7,677
|
|
|
2,692
|
|
|
15,182
|
|
|
6,026
|
|
||||
|
Management Companies' operating expenses
|
15,692
|
|
|
18,274
|
|
|
34,706
|
|
|
53,263
|
|
||||
|
REIT general and administrative expenses
|
4,589
|
|
|
4,956
|
|
|
11,550
|
|
|
12,975
|
|
||||
|
Costs related to shareholder activism
|
—
|
|
|
19,369
|
|
|
—
|
|
|
19,369
|
|
||||
|
Depreciation and amortization
|
82,385
|
|
|
78,868
|
|
|
163,853
|
|
|
158,805
|
|
||||
|
|
174,435
|
|
|
192,231
|
|
|
358,987
|
|
|
393,020
|
|
||||
|
Interest (income) expense:
|
|
|
|
|
|
|
|
||||||||
|
Related parties
|
(13,243
|
)
|
|
(2,762
|
)
|
|
(23,690
|
)
|
|
7,407
|
|
||||
|
Other
|
50,352
|
|
|
41,677
|
|
|
99,156
|
|
|
84,143
|
|
||||
|
|
37,109
|
|
|
38,915
|
|
|
75,466
|
|
|
91,550
|
|
||||
|
Loss on extinguishment of debt, net
|
—
|
|
|
—
|
|
|
351
|
|
|
—
|
|
||||
|
Total expenses
|
211,544
|
|
|
231,146
|
|
|
434,804
|
|
|
484,570
|
|
||||
|
Equity in income of unconsolidated joint ventures
|
7,257
|
|
|
15,669
|
|
|
19,500
|
|
|
32,541
|
|
||||
|
Income tax (expense) benefit
|
(679
|
)
|
|
(684
|
)
|
|
(1,025
|
)
|
|
2,265
|
|
||||
|
Loss on sale or write down of assets, net
|
(9,059
|
)
|
|
(9,518
|
)
|
|
(15,375
|
)
|
|
(47,030
|
)
|
||||
|
Net income (loss)
|
13,947
|
|
|
8,866
|
|
|
22,790
|
|
|
(25,515
|
)
|
||||
|
Less net (loss) income attributable to noncontrolling interests
|
(1,787
|
)
|
|
1,050
|
|
|
(768
|
)
|
|
242
|
|
||||
|
Net income (loss) attributable to the Company
|
$
|
15,734
|
|
|
$
|
7,816
|
|
|
$
|
23,558
|
|
|
$
|
(25,757
|
)
|
|
Earnings per common share—attributable to common stockholders:
|
|
|
|
|
|
|
|
||||||||
|
Basic
|
$
|
0.11
|
|
|
$
|
0.05
|
|
|
$
|
0.16
|
|
|
$
|
(0.19
|
)
|
|
Diluted
|
$
|
0.11
|
|
|
$
|
0.05
|
|
|
$
|
0.16
|
|
|
$
|
(0.19
|
)
|
|
Weighted average number of common shares outstanding:
|
|
|
|
|
|
|
|
||||||||
|
Basic
|
141,344,000
|
|
|
141,137,000
|
|
|
141,303,000
|
|
|
141,081,000
|
|
||||
|
Diluted
|
141,344,000
|
|
|
141,137,000
|
|
|
141,303,000
|
|
|
141,081,000
|
|
||||
|
|
For the Three Months Ended June 30,
|
|
For the Six Months Ended June 30,
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
Net income (loss)
|
13,947
|
|
|
8,866
|
|
|
$
|
22,790
|
|
|
$
|
(25,515
|
)
|
||
|
Other comprehensive (loss) income:
|
|
|
|
|
|
|
|
||||||||
|
Interest rate cap/swap agreements
|
(4,281
|
)
|
|
(52
|
)
|
|
(6,326
|
)
|
|
9
|
|
||||
|
Comprehensive income (loss)
|
9,666
|
|
|
8,814
|
|
|
16,464
|
|
|
(25,506
|
)
|
||||
|
Less net (loss) income attributable to noncontrolling interests
|
(1,787
|
)
|
|
1,050
|
|
|
(768
|
)
|
|
242
|
|
||||
|
Comprehensive income (loss) attributable to the Company
|
$
|
11,453
|
|
|
$
|
7,764
|
|
|
$
|
17,232
|
|
|
$
|
(25,748
|
)
|
|
|
Stockholders' Equity
|
|
|
|
|
|||||||||||||||||||||||||
|
|
Common Stock
|
|
Additional Paid-in Capital
|
|
Accumulated Deficit
|
|
Accumulated Other Comprehensive Loss
|
|
Total Stockholders' Equity
|
|
|
|
|
|||||||||||||||||
|
|
Shares
|
|
Par
Value
|
|
|
|
|
|
Noncontrolling
Interests
|
|
Total Equity
|
|||||||||||||||||||
|
Balance at April 1, 2019
|
141,332,786
|
|
|
$
|
1,413
|
|
|
$
|
4,574,600
|
|
|
$
|
(1,714,789
|
)
|
|
$
|
(6,511
|
)
|
|
$
|
2,854,713
|
|
|
$
|
230,556
|
|
|
$
|
3,085,269
|
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
15,734
|
|
|
—
|
|
|
15,734
|
|
|
(1,787
|
)
|
|
13,947
|
|
|||||||
|
Interest rate cap/swap agreements
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,281
|
)
|
|
(4,281
|
)
|
|
—
|
|
|
(4,281
|
)
|
|||||||
|
Amortization of share and unit-based plans
|
4,982
|
|
|
—
|
|
|
3,373
|
|
|
—
|
|
|
—
|
|
|
3,373
|
|
|
—
|
|
|
3,373
|
|
|||||||
|
Employee stock purchases
|
26,800
|
|
|
—
|
|
|
819
|
|
|
—
|
|
|
—
|
|
|
819
|
|
|
—
|
|
|
819
|
|
|||||||
|
Distributions declared ($0.75 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
(106,042
|
)
|
|
—
|
|
|
(106,042
|
)
|
|
—
|
|
|
(106,042
|
)
|
|||||||
|
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(24,115
|
)
|
|
(24,115
|
)
|
|||||||
|
Contributions from noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
410
|
|
|
410
|
|
|||||||
|
Redemption of noncontrolling interests
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
(5
|
)
|
|
(10
|
)
|
|||||||
|
Adjustment of noncontrolling interests in Operating Partnership
|
—
|
|
|
—
|
|
|
(167
|
)
|
|
—
|
|
|
—
|
|
|
(167
|
)
|
|
167
|
|
|
—
|
|
|||||||
|
Balance at June 30, 2019
|
141,364,568
|
|
|
$
|
1,413
|
|
|
$
|
4,578,620
|
|
|
$
|
(1,805,097
|
)
|
|
$
|
(10,792
|
)
|
|
$
|
2,764,144
|
|
|
$
|
205,226
|
|
|
$
|
2,969,370
|
|
|
|
Stockholders' Equity
|
|
|
|
|
|||||||||||||||||||||||||
|
|
Common Stock
|
|
Additional Paid-in Capital
|
|
Accumulated Deficit
|
|
Accumulated Other Comprehensive (Loss) Income
|
|
Total Stockholders' Equity
|
|
|
|
|
|||||||||||||||||
|
|
Shares
|
|
Par
Value
|
|
|
|
|
|
Noncontrolling
Interests
|
|
Total Equity
|
|||||||||||||||||||
|
Balance at April 1, 2018
|
141,104,587
|
|
|
$
|
1,411
|
|
|
$
|
4,549,748
|
|
|
$
|
(1,393,418
|
)
|
|
$
|
19
|
|
|
$
|
3,157,760
|
|
|
$
|
250,825
|
|
|
$
|
3,408,585
|
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
7,816
|
|
|
—
|
|
|
7,816
|
|
|
1,050
|
|
|
8,866
|
|
|||||||
|
Interest rate cap
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(52
|
)
|
|
(52
|
)
|
|
—
|
|
|
(52
|
)
|
|||||||
|
Amortization of share and unit-based plans
|
8,805
|
|
|
—
|
|
|
9,991
|
|
|
—
|
|
|
—
|
|
|
9,991
|
|
|
—
|
|
|
9,991
|
|
|||||||
|
Employee stock purchases
|
17,240
|
|
|
—
|
|
|
806
|
|
|
—
|
|
|
—
|
|
|
806
|
|
|
—
|
|
|
806
|
|
|||||||
|
Distributions declared ($0.74 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
(104,140
|
)
|
|
—
|
|
|
(104,140
|
)
|
|
—
|
|
|
(104,140
|
)
|
|||||||
|
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,823
|
)
|
|
(8,823
|
)
|
|||||||
|
Conversion of noncontrolling interests to common shares
|
53,703
|
|
|
1
|
|
|
74
|
|
|
—
|
|
|
—
|
|
|
75
|
|
|
(75
|
)
|
|
—
|
|
|||||||
|
Redemption of noncontrolling interests
|
—
|
|
|
—
|
|
|
(38
|
)
|
|
—
|
|
|
—
|
|
|
(38
|
)
|
|
(20
|
)
|
|
(58
|
)
|
|||||||
|
Adjustment of noncontrolling interests in Operating Partnership
|
—
|
|
|
—
|
|
|
(1,708
|
)
|
|
—
|
|
|
—
|
|
|
(1,708
|
)
|
|
1,708
|
|
|
—
|
|
|||||||
|
Balance at June 30, 2018
|
141,184,335
|
|
|
$
|
1,412
|
|
|
$
|
4,558,873
|
|
|
$
|
(1,489,742
|
)
|
|
$
|
(33
|
)
|
|
$
|
3,070,510
|
|
|
$
|
244,665
|
|
|
$
|
3,315,175
|
|
|
|
Stockholders' Equity
|
|
|
|
|
|||||||||||||||||||||||||
|
|
Common Stock
|
|
Additional Paid-in Capital
|
|
Accumulated Deficit
|
|
Accumulated Other Comprehensive Loss
|
|
Total Stockholders' Equity
|
|
|
|
|
|||||||||||||||||
|
|
Shares
|
|
Par
Value
|
|
|
|
|
|
Noncontrolling
Interests
|
|
Total Equity
|
|||||||||||||||||||
|
Balance at January 1, 2019
|
141,221,712
|
|
|
$
|
1,412
|
|
|
$
|
4,567,643
|
|
|
$
|
(1,614,357
|
)
|
|
$
|
(4,466
|
)
|
|
$
|
2,950,232
|
|
|
$
|
238,200
|
|
|
$
|
3,188,432
|
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
23,558
|
|
|
—
|
|
|
23,558
|
|
|
(768
|
)
|
|
22,790
|
|
|||||||
|
Cumulative effect of adoption of ASC 842
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,203
|
)
|
|
—
|
|
|
(2,203
|
)
|
|
—
|
|
|
(2,203
|
)
|
|||||||
|
Interest rate cap/swap agreements
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,326
|
)
|
|
(6,326
|
)
|
|
—
|
|
|
(6,326
|
)
|
|||||||
|
Amortization of share and unit-based plans
|
95,056
|
|
|
1
|
|
|
10,037
|
|
|
—
|
|
|
—
|
|
|
10,038
|
|
|
—
|
|
|
10,038
|
|
|||||||
|
Employee stock purchases
|
26,800
|
|
|
—
|
|
|
819
|
|
|
—
|
|
|
—
|
|
|
819
|
|
|
—
|
|
|
819
|
|
|||||||
|
Distributions declared ($1.50 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
(212,095
|
)
|
|
—
|
|
|
(212,095
|
)
|
|
—
|
|
|
(212,095
|
)
|
|||||||
|
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(32,458
|
)
|
|
(32,458
|
)
|
|||||||
|
Contributions from noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
410
|
|
|
410
|
|
|||||||
|
Conversion of noncontrolling interests to common shares
|
21,000
|
|
|
—
|
|
|
1,005
|
|
|
—
|
|
|
—
|
|
|
1,005
|
|
|
(1,005
|
)
|
|
—
|
|
|||||||
|
Redemption of noncontrolling interests
|
—
|
|
|
—
|
|
|
(20
|
)
|
|
—
|
|
|
—
|
|
|
(20
|
)
|
|
(17
|
)
|
|
(37
|
)
|
|||||||
|
Adjustment of noncontrolling interests in Operating Partnership
|
—
|
|
|
—
|
|
|
(864
|
)
|
|
—
|
|
|
—
|
|
|
(864
|
)
|
|
864
|
|
|
—
|
|
|||||||
|
Balance at June 30, 2019
|
141,364,568
|
|
|
$
|
1,413
|
|
|
$
|
4,578,620
|
|
|
$
|
(1,805,097
|
)
|
|
$
|
(10,792
|
)
|
|
$
|
2,764,144
|
|
|
$
|
205,226
|
|
|
$
|
2,969,370
|
|
|
|
Stockholders' Equity
|
|
|
|
|
|||||||||||||||||||||||||
|
|
Common Stock
|
|
Additional Paid-in Capital
|
|
Accumulated Deficit
|
|
Accumulated Other Comprehensive (Loss) Income
|
|
Total Stockholders' Equity
|
|
|
|
|
|||||||||||||||||
|
|
Shares
|
|
Par
Value
|
|
|
|
|
|
Noncontrolling
Interests
|
|
Total Equity
|
|||||||||||||||||||
|
Balance at January 1, 2018
|
140,993,985
|
|
|
$
|
1,410
|
|
|
$
|
4,510,489
|
|
|
$
|
(830,279
|
)
|
|
$
|
(42
|
)
|
|
$
|
3,681,578
|
|
|
$
|
286,421
|
|
|
$
|
3,967,999
|
|
|
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(25,757
|
)
|
|
—
|
|
|
(25,757
|
)
|
|
242
|
|
|
(25,515
|
)
|
|||||||
|
Cumulative effect of adoption of ASU 2014-09
|
—
|
|
|
—
|
|
|
—
|
|
|
(424,859
|
)
|
|
—
|
|
|
(424,859
|
)
|
|
—
|
|
|
(424,859
|
)
|
|||||||
|
Interest rate cap
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9
|
|
|
9
|
|
|
—
|
|
|
9
|
|
|||||||
|
Amortization of share and unit-based plans
|
118,407
|
|
|
1
|
|
|
23,602
|
|
|
—
|
|
|
—
|
|
|
23,603
|
|
|
—
|
|
|
23,603
|
|
|||||||
|
Employee stock purchases
|
17,240
|
|
|
—
|
|
|
806
|
|
|
—
|
|
|
—
|
|
|
806
|
|
|
—
|
|
|
806
|
|
|||||||
|
Distributions declared ($1.48 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
(208,847
|
)
|
|
—
|
|
|
(208,847
|
)
|
|
—
|
|
|
(208,847
|
)
|
|||||||
|
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(17,898
|
)
|
|
(17,898
|
)
|
|||||||
|
Conversion of noncontrolling interests to common shares
|
54,703
|
|
|
1
|
|
|
74
|
|
|
—
|
|
|
—
|
|
|
75
|
|
|
(75
|
)
|
|
—
|
|
|||||||
|
Redemption of noncontrolling interests
|
—
|
|
|
—
|
|
|
(84
|
)
|
|
—
|
|
|
—
|
|
|
(84
|
)
|
|
(39
|
)
|
|
(123
|
)
|
|||||||
|
Adjustment of noncontrolling interests in Operating Partnership
|
—
|
|
|
—
|
|
|
23,986
|
|
|
—
|
|
|
—
|
|
|
23,986
|
|
|
(23,986
|
)
|
|
—
|
|
|||||||
|
Balance at June 30, 2018
|
141,184,335
|
|
|
$
|
1,412
|
|
|
$
|
4,558,873
|
|
|
$
|
(1,489,742
|
)
|
|
$
|
(33
|
)
|
|
$
|
3,070,510
|
|
|
$
|
244,665
|
|
|
$
|
3,315,175
|
|
|
|
For the Six Months Ended June 30,
|
||||||
|
|
2019
|
|
2018
|
||||
|
Cash flows from operating activities:
|
|
|
|
||||
|
Net income (loss)
|
$
|
22,790
|
|
|
$
|
(25,515
|
)
|
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
||||
|
Loss on extinguishment of debt, net
|
351
|
|
|
—
|
|
||
|
Loss on sale or write down of assets, net
|
15,375
|
|
|
47,030
|
|
||
|
Depreciation and amortization
|
167,371
|
|
|
162,418
|
|
||
|
Amortization of premium on mortgage notes payable
|
(464
|
)
|
|
(463
|
)
|
||
|
Amortization of share and unit-based plans
|
7,433
|
|
|
19,090
|
|
||
|
Straight-line rent and amortization of above and below market leases
|
(7,452
|
)
|
|
(7,201
|
)
|
||
|
Provision for doubtful accounts
|
3,833
|
|
|
2,599
|
|
||
|
Income tax expense (benefit)
|
1,025
|
|
|
(2,265
|
)
|
||
|
Equity in income of unconsolidated joint ventures
|
(19,500
|
)
|
|
(32,541
|
)
|
||
|
Distributions of income from unconsolidated joint ventures
|
460
|
|
|
669
|
|
||
|
Change in fair value of financing arrangement obligation
|
(31,522
|
)
|
|
(4,386
|
)
|
||
|
Changes in assets and liabilities, net of dispositions:
|
|
|
|
||||
|
Tenant and other receivables
|
10,286
|
|
|
13,876
|
|
||
|
Other assets
|
(6,668
|
)
|
|
(2,676
|
)
|
||
|
Due from affiliates
|
9,046
|
|
|
(1,113
|
)
|
||
|
Accounts payable and accrued expenses
|
935
|
|
|
4,245
|
|
||
|
Other accrued liabilities
|
(8,221
|
)
|
|
(8,917
|
)
|
||
|
Net cash provided by operating activities
|
165,078
|
|
|
164,850
|
|
||
|
Cash flows from investing activities:
|
|
|
|
||||
|
Development, redevelopment, expansion and renovation of properties
|
(56,298
|
)
|
|
(98,852
|
)
|
||
|
Property improvements
|
(18,005
|
)
|
|
(17,421
|
)
|
||
|
Proceeds from repayment of notes receivable
|
65,569
|
|
|
618
|
|
||
|
Deferred leasing costs
|
(9,530
|
)
|
|
(18,323
|
)
|
||
|
Distributions from unconsolidated joint ventures
|
91,350
|
|
|
448,067
|
|
||
|
Contributions to unconsolidated joint ventures
|
(96,988
|
)
|
|
(75,017
|
)
|
||
|
Proceeds from sale of assets
|
1,015
|
|
|
27,063
|
|
||
|
Net cash (used in) provided by investing activities
|
(22,887
|
)
|
|
266,135
|
|
||
|
|
|
|
|
||||
|
THE MACERICH COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
(Dollars in thousands)
(Unaudited)
|
|||||||
|
|
For the Six Months Ended June 30,
|
||||||
|
|
2019
|
|
2018
|
||||
|
Cash flows from financing activities:
|
|
|
|
||||
|
Proceeds from mortgages, bank and other notes payable
|
976,000
|
|
|
195,000
|
|
||
|
Payments on mortgages, bank and other notes payable
|
(844,560
|
)
|
|
(400,338
|
)
|
||
|
Payment on finance arrangement obligation
|
(27,944
|
)
|
|
—
|
|
||
|
Deferred financing costs
|
(2,921
|
)
|
|
(178
|
)
|
||
|
Payments on finance leases
|
(278
|
)
|
|
—
|
|
||
|
Proceeds from share and unit-based plans
|
819
|
|
|
806
|
|
||
|
Redemption of noncontrolling interests
|
(37
|
)
|
|
(123
|
)
|
||
|
Contribution from noncontrolling interests
|
410
|
|
|
—
|
|
||
|
Dividends and distributions
|
(244,553
|
)
|
|
(226,745
|
)
|
||
|
Net cash used in financing activities
|
(143,064
|
)
|
|
(431,578
|
)
|
||
|
Net decrease in cash, cash equivalents and restricted cash
|
(873
|
)
|
|
(593
|
)
|
||
|
Cash, cash equivalents and restricted cash, beginning of period
|
149,301
|
|
|
143,105
|
|
||
|
Cash, cash equivalents and restricted cash, end of period
|
$
|
148,428
|
|
|
$
|
142,512
|
|
|
Supplemental cash flow information:
|
|
|
|
||||
|
Cash payments for interest, net of amounts capitalized
|
$
|
105,346
|
|
|
$
|
93,032
|
|
|
Non-cash investing and financing transactions:
|
|
|
|
||||
|
Accrued development costs included in accounts payable and accrued expenses and other accrued liabilities
|
$
|
49,953
|
|
|
$
|
36,841
|
|
|
Conversion of Operating Partnership Units to common stock
|
$
|
1,005
|
|
|
$
|
75
|
|
|
|
June 30,
2019 |
|
December 31,
2018 |
||||
|
Assets:
|
|
|
|
||||
|
Property, net
|
$
|
253,953
|
|
|
$
|
263,511
|
|
|
Other assets
|
19,811
|
|
|
23,001
|
|
||
|
Total assets
|
$
|
273,764
|
|
|
$
|
286,512
|
|
|
Liabilities:
|
|
|
|
||||
|
Mortgage notes payable
|
$
|
222,284
|
|
|
$
|
125,273
|
|
|
Other liabilities
|
31,808
|
|
|
32,503
|
|
||
|
Total liabilities
|
$
|
254,092
|
|
|
$
|
157,776
|
|
|
|
For the Six Months Ended June 30,
|
||||||
|
|
2019
|
|
2018
|
||||
|
Beginning of period
|
|
|
|
||||
|
Cash and cash equivalents
|
$
|
102,711
|
|
|
$
|
91,038
|
|
|
Restricted cash
|
46,590
|
|
|
52,067
|
|
||
|
Cash, cash equivalents and restricted cash
|
$
|
149,301
|
|
|
$
|
143,105
|
|
|
End of period
|
|
|
|
||||
|
Cash and cash equivalents
|
$
|
104,880
|
|
|
$
|
92,452
|
|
|
Restricted cash
|
43,548
|
|
|
50,060
|
|
||
|
Cash, cash equivalents and restricted cash
|
$
|
148,428
|
|
|
$
|
142,512
|
|
|
|
For the Three Months Ended June 30,
|
|
For the Six Months Ended June 30,
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
Numerator
|
|
|
|
|
|
|
|
||||||||
|
Net income (loss)
|
$
|
13,947
|
|
|
$
|
8,866
|
|
|
$
|
22,790
|
|
|
$
|
(25,515
|
)
|
|
Less net (loss) income attributable to noncontrolling interests
|
(1,787
|
)
|
|
1,050
|
|
|
(768
|
)
|
|
242
|
|
||||
|
Net income (loss) attributable to the Company
|
15,734
|
|
|
7,816
|
|
|
23,558
|
|
|
(25,757
|
)
|
||||
|
Allocation of earnings to participating securities
|
(291
|
)
|
|
(304
|
)
|
|
(573
|
)
|
|
(547
|
)
|
||||
|
Numerator for basic and diluted EPS—net income attributable to common stockholders
|
$
|
15,443
|
|
|
$
|
7,512
|
|
|
$
|
22,985
|
|
|
$
|
(26,304
|
)
|
|
Denominator
|
|
|
|
|
|
|
|
||||||||
|
Denominator for basic and diluted EPS—weighted average number of common shares outstanding(1)
|
141,344
|
|
|
141,137
|
|
|
141,303
|
|
|
141,081
|
|
||||
|
EPS—net income (loss) attributable to common stockholders:
|
|
|
|
|
|
|
|
||||||||
|
Basic
|
$
|
0.11
|
|
|
$
|
0.05
|
|
|
$
|
0.16
|
|
|
$
|
(0.19
|
)
|
|
Diluted
|
$
|
0.11
|
|
|
$
|
0.05
|
|
|
$
|
0.16
|
|
|
$
|
(0.19
|
)
|
|
(1)
|
Diluted EPS excludes 90,619 convertible preferred partnership units for the three and six months ended June 30, 2019 and 2018, as their impact was antidilutive. Diluted EPS also excludes 10,415,278 and 10,397,726 Operating Partnership units ("OP Units") for the three months ended June 30, 2019 and 2018, respectively, and 10,415,234 and 10,344,766 OP Units for the six months ended June 30, 2019 and 2018, respectively, as their impact was antidilutive.
|
|
|
June 30,
2019 |
|
December 31,
2018 |
||||
|
Assets(1):
|
|
|
|
||||
|
Property, net
|
$
|
9,291,345
|
|
|
$
|
9,241,003
|
|
|
Other assets
|
762,972
|
|
|
703,861
|
|
||
|
Total assets
|
$
|
10,054,317
|
|
|
$
|
9,944,864
|
|
|
Liabilities and partners' capital(1):
|
|
|
|
||||
|
Mortgage and other notes payable
|
$
|
6,037,929
|
|
|
$
|
6,050,930
|
|
|
Other liabilities
|
481,598
|
|
|
388,509
|
|
||
|
Company's capital
|
1,920,631
|
|
|
1,913,475
|
|
||
|
Outside partners' capital
|
1,614,159
|
|
|
1,591,950
|
|
||
|
Total liabilities and partners' capital
|
$
|
10,054,317
|
|
|
$
|
9,944,864
|
|
|
Investments in unconsolidated joint ventures:
|
|
|
|
||||
|
Company's capital
|
$
|
1,920,631
|
|
|
$
|
1,913,475
|
|
|
Basis adjustment(2)
|
(518,286
|
)
|
|
(535,808
|
)
|
||
|
|
$
|
1,402,345
|
|
|
$
|
1,377,667
|
|
|
|
|
|
|
||||
|
Assets—Investments in unconsolidated joint ventures
|
$
|
1,517,771
|
|
|
$
|
1,492,655
|
|
|
Liabilities—Distributions in excess of investments in unconsolidated joint ventures
|
(115,426
|
)
|
|
(114,988
|
)
|
||
|
|
$
|
1,402,345
|
|
|
$
|
1,377,667
|
|
|
|
|
|
|
(1)
|
These amounts include the assets of $2,991,383 and $3,047,851 of Pacific Premier Retail LLC (the "PPR Portfolio") as of June 30, 2019 and December 31, 2018, respectively, and liabilities of $1,841,559 and $1,859,637 of the PPR Portfolio as of June 30, 2019 and December 31, 2018, respectively.
|
|
(2)
|
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 $5,271 and $3,524 for the three months ended June 30, 2019 and 2018, respectively, and $9,810 and $7,627 for the six months ended June 30, 2019 and 2018, respectively.
|
|
|
PPR Portfolio
|
|
Other
Joint Ventures |
|
Total
|
||||||
|
Three Months Ended June 30, 2019
|
|
|
|
|
|
||||||
|
Revenues:
|
|
|
|
|
|
||||||
|
Leasing revenue
|
$
|
45,346
|
|
|
$
|
172,273
|
|
|
$
|
217,619
|
|
|
Other
|
435
|
|
|
13,097
|
|
|
13,532
|
|
|||
|
Total revenues
|
45,781
|
|
|
185,370
|
|
|
231,151
|
|
|||
|
Expenses:
|
|
|
|
|
|
||||||
|
Shopping center and operating expenses
|
8,470
|
|
|
59,065
|
|
|
67,535
|
|
|||
|
Leasing expenses
|
373
|
|
|
1,655
|
|
|
2,028
|
|
|||
|
Interest expense
|
17,043
|
|
|
37,682
|
|
|
54,725
|
|
|||
|
Depreciation and amortization
|
24,732
|
|
|
76,866
|
|
|
101,598
|
|
|||
|
Total operating expenses
|
50,618
|
|
|
175,268
|
|
|
225,886
|
|
|||
|
Loss on sale or write down of assets, net
|
(399
|
)
|
|
(145
|
)
|
|
(544
|
)
|
|||
|
Net (loss) income
|
$
|
(5,236
|
)
|
|
$
|
9,957
|
|
|
$
|
4,721
|
|
|
Company's equity in net (loss) income
|
$
|
(531
|
)
|
|
$
|
7,788
|
|
|
$
|
7,257
|
|
|
Three Months Ended June 30, 2018
|
|
|
|
|
|
||||||
|
Revenues:
|
|
|
|
|
|
||||||
|
Leasing revenue
|
$
|
45,362
|
|
|
$
|
175,608
|
|
|
$
|
220,970
|
|
|
Other
|
432
|
|
|
11,879
|
|
|
12,311
|
|
|||
|
Total revenues
|
45,794
|
|
|
187,487
|
|
|
233,281
|
|
|||
|
Expenses:
|
|
|
|
|
|
||||||
|
Shopping center and operating expenses
|
9,517
|
|
|
60,325
|
|
|
69,842
|
|
|||
|
Interest expense(1)
|
16,770
|
|
|
37,356
|
|
|
54,126
|
|
|||
|
Depreciation and amortization
|
24,071
|
|
|
60,973
|
|
|
85,044
|
|
|||
|
Total operating expenses
|
50,358
|
|
|
158,654
|
|
|
209,012
|
|
|||
|
Gain on sale or write down of assets, net
|
—
|
|
|
559
|
|
|
559
|
|
|||
|
Net (loss) income
|
$
|
(4,564
|
)
|
|
$
|
29,392
|
|
|
$
|
24,828
|
|
|
Company's equity in net (loss) income
|
$
|
(257
|
)
|
|
$
|
15,926
|
|
|
$
|
15,669
|
|
|
|
PPR Portfolio
|
|
Other
Joint
Ventures
|
|
Total
|
||||||
|
Six Months Ended June 30, 2019
|
|
|
|
|
|
||||||
|
Revenues:
|
|
|
|
|
|
||||||
|
Leasing revenue
|
$
|
91,366
|
|
|
$
|
345,797
|
|
|
$
|
437,163
|
|
|
Other
|
617
|
|
|
25,161
|
|
|
25,778
|
|
|||
|
Total revenues
|
91,983
|
|
|
370,958
|
|
|
462,941
|
|
|||
|
Expenses:
|
|
|
|
|
|
||||||
|
Shopping center and operating expenses
|
18,142
|
|
|
118,715
|
|
|
136,857
|
|
|||
|
Leasing expenses
|
840
|
|
|
3,362
|
|
|
4,202
|
|
|||
|
Interest expense
|
33,994
|
|
|
74,593
|
|
|
108,587
|
|
|||
|
Depreciation and amortization
|
50,246
|
|
|
141,333
|
|
|
191,579
|
|
|||
|
Total operating expenses
|
103,222
|
|
|
338,003
|
|
|
441,225
|
|
|||
|
Loss on sale or write down of assets, net
|
(405
|
)
|
|
(280
|
)
|
|
(685
|
)
|
|||
|
Net (loss) income
|
$
|
(11,644
|
)
|
|
$
|
32,675
|
|
|
$
|
21,031
|
|
|
Company's equity in net (loss) income
|
$
|
(1,730
|
)
|
|
$
|
21,230
|
|
|
$
|
19,500
|
|
|
Six Months Ended June 30, 2018
|
|
|
|
|
|
||||||
|
Revenues:
|
|
|
|
|
|
||||||
|
Leasing revenue
|
$
|
90,782
|
|
|
$
|
356,051
|
|
|
$
|
446,833
|
|
|
Other
|
600
|
|
|
20,150
|
|
|
20,750
|
|
|||
|
Total revenues
|
91,382
|
|
|
376,201
|
|
|
467,583
|
|
|||
|
Expenses:
|
|
|
|
|
|
||||||
|
Shopping center and operating expenses
|
19,198
|
|
|
121,646
|
|
|
140,844
|
|
|||
|
Interest expense(1)
|
33,496
|
|
|
70,388
|
|
|
103,884
|
|
|||
|
Depreciation and amortization
|
48,555
|
|
|
123,385
|
|
|
171,940
|
|
|||
|
Total operating expenses
|
101,249
|
|
|
315,419
|
|
|
416,668
|
|
|||
|
Gain on sale or write down of assets, net
|
—
|
|
|
1,529
|
|
|
1,529
|
|
|||
|
Net (loss) income
|
$
|
(9,867
|
)
|
|
$
|
62,311
|
|
|
$
|
52,444
|
|
|
Company's equity in net (loss) income
|
$
|
(873
|
)
|
|
$
|
33,414
|
|
|
$
|
32,541
|
|
|
(1)
|
Interest expense includes $7,158 and $12,116 for the three and six months ended June 30, 2018, respectively, related to mortgage notes payable to an affiliate of Northwestern Mutual Life ("NML") (See Note 18—Related Party Transactions).
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value
|
|||||||||
|
Property
|
|
Notional Amount
|
|
Product
|
|
LIBOR Rate
|
|
Maturity
|
|
June 30,
2019 |
|
December 31,
2018 |
|||||||
|
Santa Monica Place
|
|
$
|
300,000
|
|
|
Cap
|
|
4.00
|
%
|
|
12/9/2019
|
|
$
|
—
|
|
|
$
|
(53
|
)
|
|
The Macerich Partnership, L.P.
|
|
$
|
400,000
|
|
|
Swaps
|
|
2.85
|
%
|
|
9/30/2021
|
|
$
|
(10,792
|
)
|
|
$
|
(4,413
|
)
|
|
|
June 30,
2019 |
|
December 31,
2018 |
||||
|
Land
|
$
|
1,508,585
|
|
|
$
|
1,506,678
|
|
|
Buildings and improvements
|
6,304,541
|
|
|
6,288,308
|
|
||
|
Tenant improvements
|
693,655
|
|
|
678,110
|
|
||
|
Equipment and furnishings(1)
|
213,724
|
|
|
206,398
|
|
||
|
Construction in progress
|
189,264
|
|
|
199,326
|
|
||
|
|
8,909,769
|
|
|
8,878,820
|
|
||
|
Less accumulated depreciation(1)
|
(2,220,224
|
)
|
|
(2,093,044
|
)
|
||
|
|
$
|
6,689,545
|
|
|
$
|
6,785,776
|
|
|
(1)
|
Equipment and furnishings and accumulated depreciation include the cost and accumulated amortization of ROU assets in connection with finance leases at June 30, 2019 (See Note 8—Leases).
|
|
|
|
Total Fair Value Measurement
|
|
Quoted Prices in Active Markets for Identical Assets
|
|
Significant Other Unobservable Inputs
|
|
Significant Unobservable Inputs
|
||||||||
|
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
||||||||||
|
June 30, 2018
|
|
$
|
72,700
|
|
|
$
|
—
|
|
|
$
|
72,700
|
|
|
$
|
—
|
|
|
|
For the Three Months Ended June 30,
|
|
For the Six Months Ended June 30,
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
Leasing revenue - fixed payments
|
$
|
158,777
|
|
|
$
|
163,660
|
|
|
$
|
322,838
|
|
|
$
|
329,745
|
|
|
Leasing revenue - variable payments
|
52,245
|
|
|
53,354
|
|
|
99,192
|
|
|
105,381
|
|
||||
|
|
$
|
211,022
|
|
|
$
|
217,014
|
|
|
$
|
422,030
|
|
|
$
|
435,126
|
|
|
Twelve months ending June 30,
|
|
|
||
|
2020
|
|
$
|
494,207
|
|
|
2021
|
|
418,924
|
|
|
|
2022
|
|
365,214
|
|
|
|
2023
|
|
314,702
|
|
|
|
2024
|
|
263,689
|
|
|
|
Thereafter
|
|
779,246
|
|
|
|
|
|
$
|
2,635,982
|
|
|
|
Three Months Ended June 30, 2019
|
|
Six Months Ended June 30, 2019
|
||||
|
Operating lease costs
|
$
|
4,862
|
|
|
$
|
9,209
|
|
|
Finance lease costs:
|
|
|
|
||||
|
Amortization of ROU assets
|
467
|
|
|
932
|
|
||
|
Interest on lease liabilities
|
154
|
|
|
308
|
|
||
|
|
$
|
5,483
|
|
|
$
|
10,449
|
|
|
|
|
June 30, 2019
|
|
December 31, 2018
|
||||||||||||
|
Year ending
|
|
Operating Leases
|
|
Finance Leases
|
|
Operating Leases
|
|
Finance Leases
|
||||||||
|
2019
|
|
$
|
8,357
|
|
|
$
|
1,699
|
|
|
$
|
16,627
|
|
|
$
|
2,106
|
|
|
2020
|
|
17,133
|
|
|
2,106
|
|
|
17,183
|
|
|
2,106
|
|
||||
|
2021
|
|
16,988
|
|
|
10,440
|
|
|
17,124
|
|
|
10,440
|
|
||||
|
2022
|
|
16,851
|
|
|
2,418
|
|
|
17,450
|
|
|
2,418
|
|
||||
|
2023
|
|
11,039
|
|
|
—
|
|
|
11,390
|
|
|
—
|
|
||||
|
Thereafter
|
|
140,698
|
|
|
—
|
|
|
140,562
|
|
|
—
|
|
||||
|
Total undiscounted rental payments
|
|
211,066
|
|
|
16,663
|
|
|
$
|
220,336
|
|
|
$
|
17,070
|
|
||
|
Less imputed interest
|
|
(106,271
|
)
|
|
(1,673
|
)
|
|
|
|
|
||||||
|
Total lease liabilities
|
|
$
|
104,795
|
|
|
$
|
14,990
|
|
|
|
|
|
|
|
||
|
|
June 30,
2019 |
|
December 31,
2018 |
||||
|
Leasing
|
$
|
202,628
|
|
|
$
|
226,885
|
|
|
Intangible assets:
|
|
|
|
||||
|
In-place lease values
|
85,196
|
|
|
94,966
|
|
||
|
Leasing commissions and legal costs
|
21,452
|
|
|
23,508
|
|
||
|
Above-market leases
|
64,814
|
|
|
140,889
|
|
||
|
Deferred tax assets
|
30,999
|
|
|
32,197
|
|
||
|
Deferred compensation plan assets
|
52,099
|
|
|
45,857
|
|
||
|
Other assets
|
62,838
|
|
|
75,497
|
|
||
|
|
520,026
|
|
|
639,799
|
|
||
|
Less accumulated amortization(1)
|
(219,883
|
)
|
|
(249,396
|
)
|
||
|
|
$
|
300,143
|
|
|
$
|
390,403
|
|
|
|
|
|
|
(1)
|
Accumulated amortization includes $66,985 and $72,286 relating to in-place lease values, leasing commissions and legal costs at June 30, 2019 and December 31, 2018, respectively. Amortization expense of in-place lease values, leasing commissions and legal costs was $3,320 and $3,552 for the three months ended June 30, 2019 and 2018, respectively, and $6,525 and $7,390 for the six months ended June 30, 2019 and 2018, respectively.
|
|
|
June 30,
2019 |
|
December 31,
2018 |
||||
|
Above-Market Leases
|
|
|
|
||||
|
Original allocated value
|
$
|
64,814
|
|
|
$
|
140,889
|
|
|
Less accumulated amortization
|
(36,673
|
)
|
|
(49,847
|
)
|
||
|
|
$
|
28,141
|
|
|
$
|
91,042
|
|
|
Below-Market Leases(1)
|
|
|
|
||||
|
Original allocated value
|
$
|
95,352
|
|
|
$
|
108,330
|
|
|
Less accumulated amortization
|
(53,750
|
)
|
|
(56,345
|
)
|
||
|
|
$
|
41,602
|
|
|
$
|
51,985
|
|
|
|
|
|
|
(1)
|
Below-market leases are included in other accrued liabilities.
|
|
|
|
Carrying Amount of Mortgage Notes(1)
|
|
|
|
|
|
|
|||||||||
|
Property Pledged as Collateral
|
|
June 30, 2019
|
|
December 31, 2018
|
|
Effective Interest
Rate(2)
|
|
Monthly
Debt
Service(3)
|
|
Maturity
Date(4)
|
|||||||
|
Chandler Fashion Center(5)(6)
|
|
$
|
255,037
|
|
|
$
|
199,972
|
|
|
4.18
|
%
|
|
$
|
875
|
|
|
2024
|
|
Danbury Fair Mall
|
|
198,489
|
|
|
202,158
|
|
|
5.53
|
%
|
|
1,538
|
|
|
2020
|
|||
|
Fashion Outlets of Chicago(7)
|
|
299,072
|
|
|
199,622
|
|
|
4.61
|
%
|
|
1,145
|
|
|
2031
|
|||
|
Fashion Outlets of Niagara Falls USA(8)
|
|
108,033
|
|
|
109,651
|
|
|
4.89
|
%
|
|
727
|
|
|
2020
|
|||
|
Freehold Raceway Mall(5)
|
|
398,296
|
|
|
398,212
|
|
|
3.94
|
%
|
|
1,300
|
|
|
2029
|
|||
|
Fresno Fashion Fair
|
|
323,559
|
|
|
323,460
|
|
|
3.67
|
%
|
|
971
|
|
|
2026
|
|||
|
Green Acres Commons(9)
|
|
128,466
|
|
|
128,006
|
|
|
5.15
|
%
|
|
497
|
|
|
2021
|
|||
|
Green Acres Mall
|
|
281,236
|
|
|
284,686
|
|
|
3.61
|
%
|
|
1,447
|
|
|
2021
|
|||
|
Kings Plaza Shopping Center
|
|
431,895
|
|
|
437,120
|
|
|
3.67
|
%
|
|
2,229
|
|
|
2019
|
|||
|
Oaks, The
|
|
189,615
|
|
|
192,037
|
|
|
4.14
|
%
|
|
1,064
|
|
|
2022
|
|||
|
Pacific View
|
|
119,798
|
|
|
121,362
|
|
|
4.08
|
%
|
|
668
|
|
|
2022
|
|||
|
Queens Center
|
|
600,000
|
|
|
600,000
|
|
|
3.49
|
%
|
|
1,744
|
|
|
2025
|
|||
|
Santa Monica Place(10)
|
|
297,443
|
|
|
297,069
|
|
|
3.99
|
%
|
|
936
|
|
|
2022
|
|||
|
SanTan Village Regional Center(11)
|
|
219,034
|
|
|
121,585
|
|
|
4.34
|
%
|
|
788
|
|
|
2029
|
|||
|
Towne Mall
|
|
20,509
|
|
|
20,733
|
|
|
4.48
|
%
|
|
117
|
|
|
2022
|
|||
|
Tucson La Encantada
|
|
64,531
|
|
|
65,361
|
|
|
4.23
|
%
|
|
368
|
|
|
2022
|
|||
|
Victor Valley, Mall of
|
|
114,704
|
|
|
114,675
|
|
|
4.00
|
%
|
|
380
|
|
|
2024
|
|||
|
Vintage Faire Mall
|
|
255,311
|
|
|
258,207
|
|
|
3.55
|
%
|
|
1,256
|
|
|
2026
|
|||
|
|
|
$
|
4,305,028
|
|
|
$
|
4,073,916
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
The mortgage notes payable also include unamortized deferred finance costs that are amortized into interest expense over the remaining term of the related debt in a manner that approximates the effective interest method. Unamortized deferred finance costs were $13,356 and $13,053 at June 30, 2019 and December 31, 2018, respectively.
|
|
(2)
|
The interest rate disclosed represents the effective interest rate, including the impact of debt premium 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 the Company's joint venture in Chandler Freehold (See Note 12—Financing Arrangement).
|
|
(6)
|
On June 27, 2019, the Company replaced the existing loan on the property with a new $256,000 loan that bears interest at an effective rate of 4.18% and matures on July 5, 2024.
|
|
(7)
|
On January 10, 2019, the Company replaced the existing loan on the property with a new $300,000 loan that bears interest at an effective rate of 4.61% and matures on February 1, 2031.
|
|
(8)
|
The loan includes unamortized debt premium of $1,236 and $1,701 at June 30, 2019 and December 31, 2018, respectively. The debt premium represents the excess of the fair value of debt over the principal value of debt assumed at acquisition and is amortized into interest expense over the remaining term of the loan in a manner that approximates the effective interest method.
|
|
(9)
|
The loan bears interest at LIBOR plus 2.15%. At June 30, 2019 and December 31, 2018, the total interest rate was 5.15% and 5.06%, respectively.
|
|
(10)
|
The loan bears interest at LIBOR plus 1.35%. The loan is covered by an interest rate cap agreement that effectively prevents LIBOR from exceeding 4.0% during the period ending December 9, 2019 (See Note 5—Derivative Instruments and Hedging Activities). At June 30, 2019 and December 31, 2018, the total interest rate was 3.99% and 4.01%, respectively.
|
|
(11)
|
On June 3, 2019, the Company’s joint venture in SanTan Village Regional Center replaced the existing loan on the property with a new $220,000 loan that bears interest at an effective rate of 4.34% and matures on July 1, 2029.
|
|
|
For the Three Months Ended June 30,
|
|
For the Six Months Ended June 30,
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
Distributions of the partner's share of net income
|
$
|
1,982
|
|
|
$
|
2,464
|
|
|
$
|
3,879
|
|
|
$
|
4,466
|
|
|
Distributions in excess of the partner's share of net income
|
2,033
|
|
|
1,411
|
|
|
3,953
|
|
|
3,049
|
|
||||
|
Adjustment to fair value of financing arrangement obligation
|
(17,258
|
)
|
|
(8,768
|
)
|
|
(31,522
|
)
|
|
(4,386
|
)
|
||||
|
|
$
|
(13,243
|
)
|
|
$
|
(4,893
|
)
|
|
$
|
(23,690
|
)
|
|
$
|
3,129
|
|
|
|
For the Three Months Ended June 30,
|
|
For the Six Months Ended June 30,
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
Management fees
|
$
|
4,670
|
|
|
$
|
4,716
|
|
|
$
|
9,151
|
|
|
$
|
9,395
|
|
|
Development and leasing fees
|
3,310
|
|
|
3,321
|
|
|
6,806
|
|
|
6,925
|
|
||||
|
|
$
|
7,980
|
|
|
$
|
8,037
|
|
|
$
|
15,957
|
|
|
$
|
16,320
|
|
|
Grant Date
|
|
Units
|
|
Type
|
|
Fair Value per LTIP Unit
|
|
Vest Date
|
|||
|
1/1/2019
|
|
81,732
|
|
|
Service-based
|
|
$
|
43.28
|
|
|
12/31/2021
|
|
1/1/2019
|
|
250,852
|
|
|
Market-indexed
|
|
$
|
29.25
|
|
|
12/31/2021
|
|
|
|
332,584
|
|
|
|
|
|
|
|
||
|
|
|
Stock Options
|
|||||
|
|
|
Units
|
|
Value(1)
|
|||
|
Balance at January 1, 2019
|
|
35,565
|
|
|
$
|
57.32
|
|
|
Granted
|
|
—
|
|
|
—
|
|
|
|
Exercised
|
|
—
|
|
|
—
|
|
|
|
Balance at June 30, 2019
|
|
35,565
|
|
|
$
|
57.32
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|||
|
(1) Value represents the weighted average exercise price.
|
|||||||
|
|
For the Three Months Ended June 30,
|
|
For the Six Months Ended June 30,
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
LTIP Units
|
$
|
2,647
|
|
|
$
|
8,275
|
|
|
$
|
6,361
|
|
|
$
|
18,383
|
|
|
Stock units
|
544
|
|
|
1,515
|
|
|
3,204
|
|
|
4,745
|
|
||||
|
Stock options
|
—
|
|
|
31
|
|
|
51
|
|
|
62
|
|
||||
|
Phantom stock units
|
182
|
|
|
170
|
|
|
422
|
|
|
413
|
|
||||
|
|
$
|
3,373
|
|
|
$
|
9,991
|
|
|
$
|
10,038
|
|
|
$
|
23,603
|
|
|
|
For the Three Months Ended June 30,
|
|
For the Six Months Ended June 30,
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
Current
|
$
|
172
|
|
|
$
|
—
|
|
|
$
|
172
|
|
|
$
|
439
|
|
|
Deferred
|
(851
|
)
|
|
(684
|
)
|
|
(1,197
|
)
|
|
1,826
|
|
||||
|
Total income tax (expense) benefit
|
$
|
(679
|
)
|
|
$
|
(684
|
)
|
|
$
|
(1,025
|
)
|
|
$
|
2,265
|
|
|
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.
|
|
|
For the Six Months Ended June 30,
|
||||||
|
(Dollars in thousands)
|
2019
|
|
2018
|
||||
|
Consolidated Centers:
|
|
|
|
||||
|
Acquisitions of property, building improvement and equipment
|
$
|
17,424
|
|
|
$
|
17,539
|
|
|
Development, redevelopment, expansions and renovations of Centers
|
45,208
|
|
|
82,281
|
|
||
|
Tenant allowances
|
8,297
|
|
|
6,640
|
|
||
|
Deferred leasing charges
|
1,781
|
|
|
9,266
|
|
||
|
|
$
|
72,710
|
|
|
$
|
115,726
|
|
|
Joint Venture Centers:
|
|
|
|
||||
|
Acquisitions of property, building improvement and equipment
|
$
|
4,653
|
|
|
$
|
4,513
|
|
|
Development, redevelopment, expansions and renovations of Centers
|
84,049
|
|
|
59,655
|
|
||
|
Tenant allowances
|
4,136
|
|
|
4,073
|
|
||
|
Deferred leasing charges
|
1,603
|
|
|
4,897
|
|
||
|
|
$
|
94,441
|
|
|
$
|
73,138
|
|
|
|
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)(1)
|
$
|
6,060,394
|
|
|
$
|
628,869
|
|
|
$
|
2,182,172
|
|
|
$
|
529,437
|
|
|
$
|
2,719,916
|
|
|
Lease liabilities(2)
|
227,729
|
|
|
10,056
|
|
|
46,667
|
|
|
30,308
|
|
|
140,698
|
|
|||||
|
Purchase obligations(3)
|
21,246
|
|
|
21,246
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
Other long-term liabilities
|
253,721
|
|
|
194,848
|
|
|
14,131
|
|
|
11,458
|
|
|
33,284
|
|
|||||
|
|
$
|
6,563,090
|
|
|
$
|
855,019
|
|
|
$
|
2,242,970
|
|
|
$
|
571,203
|
|
|
$
|
2,893,898
|
|
|
(1)
|
Interest payments on floating rate debt were based on rates in effect at June 30, 2019.
|
|
(2)
|
See Note 8—Leases in the Company's Notes to Consolidated Financial Statements.
|
|
(3)
|
See Note 17—Commitments and Contingencies in the Company's Notes to Consolidated Financial Statements.
|
|
|
|
For the Three Months Ended June 30,
|
|
For the Six Months Ended June 30,
|
||||||||||||
|
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
Net income (loss) attributable to the Company
|
|
$
|
15,734
|
|
|
$
|
7,816
|
|
|
$
|
23,558
|
|
|
$
|
(25,757
|
)
|
|
Adjustments to reconcile net income (loss) attributable to the Company to FFO attributable to common stockholders and unit holders—basic and diluted:
|
|
|
|
|
|
|
|
|
||||||||
|
Noncontrolling interests in the Operating Partnership
|
|
1,147
|
|
|
562
|
|
|
1,724
|
|
|
(1,888
|
)
|
||||
|
Loss on sale or write down of assets, net—consolidated assets
|
|
9,059
|
|
|
9,518
|
|
|
15,375
|
|
|
47,030
|
|
||||
|
Add: noncontrolling interests share of (loss) gain on sale or write down of assets—consolidated assets
|
|
(3,369
|
)
|
|
(10
|
)
|
|
(3,369
|
)
|
|
580
|
|
||||
|
Add: gain on sale of undepreciated assets—consolidated assets
|
|
—
|
|
|
548
|
|
|
534
|
|
|
1,355
|
|
||||
|
Loss (gain) on sale or write down of assets—unconsolidated joint ventures, net(1)
|
|
313
|
|
|
(203
|
)
|
|
384
|
|
|
(46
|
)
|
||||
|
Add: gain (loss) on sale of undepreciated assets—unconsolidated joint ventures(1)
|
|
—
|
|
|
307
|
|
|
—
|
|
|
(1,778
|
)
|
||||
|
Depreciation and amortization—consolidated assets
|
|
82,385
|
|
|
78,868
|
|
|
163,853
|
|
|
158,805
|
|
||||
|
Less: noncontrolling interests in depreciation and amortization—consolidated assets
|
|
(3,676
|
)
|
|
(3,635
|
)
|
|
(7,321
|
)
|
|
(7,276
|
)
|
||||
|
Depreciation and amortization—unconsolidated joint ventures(1)
|
|
51,207
|
|
|
42,596
|
|
|
96,205
|
|
|
86,180
|
|
||||
|
Less: depreciation on personal property
|
|
(3,934
|
)
|
|
(3,322
|
)
|
|
(7,799
|
)
|
|
(6,667
|
)
|
||||
|
Financing expense in connection with Chandler Freehold
|
|
(15,225
|
)
|
|
(7,357
|
)
|
|
(27,569
|
)
|
|
(1,337
|
)
|
||||
|
FFO attributable to common stockholders and unit holders—basic and diluted
|
|
133,641
|
|
|
125,688
|
|
|
255,575
|
|
|
249,201
|
|
||||
|
Loss on extinguishment of debt, net—consolidated assets
|
|
—
|
|
|
—
|
|
|
351
|
|
|
—
|
|
||||
|
FFO attributable to common stockholders and unit holders excluding loss on extinguishment of debt—basic and diluted
|
|
133,641
|
|
|
125,688
|
|
|
255,926
|
|
|
249,201
|
|
||||
|
Costs related to shareholder activism
|
|
—
|
|
|
19,369
|
|
|
—
|
|
|
19,369
|
|
||||
|
FFO attributable to common stockholders and unit holders, excluding loss on extinguishment of debt and costs related to shareholder activism—basic and diluted
|
|
$
|
133,641
|
|
|
$
|
145,057
|
|
|
$
|
255,926
|
|
|
$
|
268,570
|
|
|
Weighted average number of FFO shares outstanding for:
|
|
|
|
|
|
|
|
|
||||||||
|
FFO attributable to common stockholders and unit holders—basic(2)
|
|
151,760
|
|
|
151,535
|
|
|
151,718
|
|
|
151,426
|
|
||||
|
Adjustments for impact of dilutive securities in computing FFO—diluted:
|
|
|
|
|
|
|
|
|
||||||||
|
Share and unit based compensation plans
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8
|
|
||||
|
FFO attributable to common stockholders and unit holders—diluted(3)
|
|
151,760
|
|
|
151,535
|
|
|
151,718
|
|
|
151,434
|
|
||||
|
|
|
|
|
(1)
|
Unconsolidated joint ventures are presented at the Company's pro rata share.
|
|
(2)
|
Calculated based upon basic net income as adjusted to reach basic FFO. Includes 10.4 million OP Units for the three months ended June 30, 2019 and 2018, and 10.4 million and 10.3 million OP Units for the six months ended June 30, 2019 and 2018, 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
|
|
Item 4.
|
Controls and Procedures
|
|
Period
|
|
Total Number of Shares Purchased
|
|
|
Average Price Paid per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
|
|
Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs (1)
|
|
||||||
|
April 1, 2019 to April 30, 2019
|
|
—
|
|
|
|
$
|
—
|
|
|
—
|
|
|
|
$
|
278,707,048
|
|
|
|
May 1, 2019 to May 31, 2019
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
|
$
|
278,707,048
|
|
|
|
|
June 1, 2019 to June 30, 2019
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
|
$
|
278,707,048
|
|
|
|
|
|
|
—
|
|
|
|
$
|
—
|
|
|
—
|
|
|
|
|
|
||
|
(1)
|
On February 12, 2017, the Company's Board of Directors authorized the repurchase of up to $500.0 million of the Company's outstanding common shares from time to time as market conditions warrant.
|
|
Exhibit
Number
|
|
Description
|
|
|
||
|
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)) (Filed in paper - hyperlink is not required pursuant to Rule 105 of Regulation S-T).
|
|
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) (Filed in paper - hyperlink is not required pursuant to Rule 105 of Regulation S-T).
|
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
|
|
|
|
||
|
|
||
|
|
||
|
|
||
|
101.SCH
|
|
Inline XBRL Taxonomy Extension Schema Document
|
|
101.CAL
|
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document
|
|
101.LAB
|
|
Inline XBRL Taxonomy Extension Label Linkbase Document
|
|
101.PRE
|
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document
|
|
101.DEF
|
|
Inline XBRL Taxonomy Extension Definition Linkbase Document
|
|
104
|
|
Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101.*).
|
|
|
|
|
THE MACERICH COMPANY
|
|
|
|
|
|
By:
|
/s/ SCOTT W. KINGSMORE
|
|
|
|
|
|
Scott W. Kingsmore
|
|
|
|
|
|
Executive Vice President, Treasurer and Chief Financial Officer
|
|
Date:
|
August 5, 2019
|
|
(Principal Financial Officer)
|
|
|
(i)
|
the acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (such individual, entity, or group, a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of stock possessing 33% or more of the combined voting power of the then-outstanding voting securities of Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that, for purposes of this definition, the following acquisitions shall not constitute a Change in Control; (A) any acquisition directly from Company or any affiliate or successor of Company, (B) any acquisition by Company or any affiliate or successor of Company, (C) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by Company or any affiliate or successor of Company, or (D) any acquisition by a Person having beneficial ownership of more than 50% of the Outstanding Company Voting Securities prior to the acquisition;
|
|
(ii)
|
individuals who, as of any date (the “Initial Date”) on or after the January 1, 2013, constitute the Board (the “Incumbent Board”) cease for any reason, at any time within 12 months following the Initial Date, to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the Initial Date whose election, or nomination for election by the stockholders of Company, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board (including for these purposes, the new members whose election or nomination was so approved, without counting the member and his predecessor twice) shall be considered as though such individual were a member of the Incumbent Board;
|
|
(iii)
|
consummation of a reorganization, merger, statutory share exchange or consolidation or similar corporate transaction involving Company or any of its subsidiaries, or the acquisition of assets or stock of another entity by Company or any of its subsidiaries (each, a “Business Combination”), in each case if, following such Business Combination, any Person (excluding any entity resulting from such Business Combination or a parent of any such entity or any employee benefit plan (or related trust) of Company or such entity resulting from such Business Combination or parent of any such entity) beneficially owns, directly or indirectly, more than 50% of, respectively, the then-outstanding shares of stock of the entity resulting from such Business Combination or the combined voting power of the then-outstanding voting securities of such entity, except to the extent that the ownership in excess of 50% existed prior to the Business Combination; or
|
|
(iv)
|
consummation of a sale or other disposition of all or substantially all of the assets of Company (an “Asset Transfer”), other than a transfer to (A) one or more of the beneficial owners (immediately before the Asset Transfer) of the then-outstanding shares of stock of Company (“Outstanding Company Stock”) in exchange for or with respect to such Outstanding Company Stock of such beneficial owners, or (B) an
|
|
1.
|
I have reviewed this report on Form 10-Q for the quarter ended June 30, 2019 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:
|
August 5, 2019
|
|
Chief Executive Officer
|
|
1.
|
I have reviewed this report on Form 10-Q for the quarter ended June 30, 2019 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/ SCOTT W. KINGSMORE
|
|
Date:
|
August 5, 2019
|
|
Executive Vice President and Chief Financial Officer
|
|
(i)
|
the Quarterly Report on Form 10-Q for the quarter ended June 30, 2019 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/ THOMAS E. O'HERN
|
|
|
|
Chief Executive Officer
|
|
|
|
|
|
|
|
/s/ SCOTT W. KINGSMORE
|
|
|
|
Executive Vice President and Chief Financial Officer
|