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Exhibit 99.2
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Supplemental Financial Information
For the three and twelve months ended December 31, 2012
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The Macerich Company
Supplemental Financial and Operating Information
Table of Contents
All information included in this supplemental financial package is unaudited, unless otherwise indicated.
| | |
| | Page No. |
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| | |
Corporate Overview | | 1-3 |
Overview | | 1 |
Capital information and market capitalization | | 2 |
Changes in total common and equivalent shares/units | | 3 |
Financial Data | | 4-10 |
Unaudited Pro Rata Statements of Operations | | 4-6 |
Notes to Unaudited Pro Rata Statements of Operations | | 7 |
Unaudited Pro Rata Balance Sheet | | 8 |
Supplemental FFO information | | 9 |
Capital expenditures | | 10 |
Operational Data | | 11-24 |
Sales per square foot | | 11 |
Sales per square foot by Property Ranking | | 12-13 |
Occupancy | | 14 |
Average base rent per square foot | | 15 |
Cost of occupancy | | 16 |
Percentage of Net Operating Income by State | | 17 |
Property listing | | 18-22 |
Joint venture list | | 23-24 |
Debt Tables | | 25-27 |
Debt summary | | 25 |
Outstanding debt by maturity date | | 26-27 |
Corporate Information | | 28 |
This Supplemental Financial Information should be read in connection with the Company's fourth quarter 2012 earnings announcement (included as Exhibit 99.1 of the Company's Current Report on 8-K, event date February 6, 2013) as certain disclosures, definitions and reconciliations in such announcement have not been included in this Supplemental Financial Information.
The Macerich Company
Supplemental Financial and Operating Information
Overview
The Macerich Company (the "Company") is involved in the acquisition, ownership, development, redevelopment, management and leasing of regional and community shopping centers located throughout the United States. The Company is the sole general partner of, and owns a majority of the ownership interests in, The Macerich Partnership, L.P., a Delaware limited partnership (the "Operating Partnership").
As of December 31, 2012, the Operating Partnership owned or had an ownership interest in 61 regional shopping centers and nine community/power shopping centers aggregating approximately 64 million square feet of gross leasable area ("GLA"). These 70 centers are referred to hereinafter as the "Centers", unless the context requires otherwise.
On January 24, 2013, the Company completed its acquisition of Green Acres Mall, a 1.8 million square foot super regional mall. Including Green Acres Mall, the Company currently owns or has an ownership interest in 62 regional shopping centers and nine community/power centers aggregating approximately 65 million square feet of GLA.
On December 31, 2011, the Company and its joint venture partner reached an agreement for the distribution and conveyance of interests in SDG Macerich Properties, L.P., a Delaware limited partnership that owned 11 regional malls in a 50/50 partnership. Six of the eleven assets were distributed to the Company on December 31, 2011. The Company received 100% ownership of Eastland Mall in Evansville, Indiana, Lake Square Mall in Leesburg, Florida, NorthPark Mall in Davenport, Iowa, SouthPark Mall in Moline, Illinois, Southridge Mall in Des Moines, Iowa, and Valley Mall in Harrisonburg, Virginia (collectively referred to herein as the "SDG Acquisition Properties").
On July 15, 2010, a court-appointed receiver assumed operational control of Valley View Center and responsibility for managing all aspects of the property. Valley View Center was sold by the receiver on April 23, 2012, and the related non-recourse mortgage loan obligation was fully extinguished on that date. Valley View Center has been excluded from certain Non-GAAP operating measures in 2010, 2011 and 2012 as indicated in this document.
The Company is a self-administered and self-managed real estate investment trust ("REIT") and conducts all of its operations through the Operating Partnership and the Company's management companies (collectively, the "Management Companies").
All references to the Company in this Exhibit include the Company, those entities owned or controlled by the Company and predecessors of the Company, unless the context indicates otherwise.
This document contains information constituting forward-looking statements and includes expectations regarding the Company's future operational results. Stockholders are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks, uncertainties and other factors that may cause actual results, performance or achievements of the Company to vary materially from those anticipated, expected or projected. Such factors include, among others, general industry, economic and business conditions, which will, among other things, affect demand for retail space or retail goods, availability and creditworthiness of current and prospective tenants, anchor or tenant bankruptcies, closures, mergers or consolidations, lease rates, terms and payments, operating expenses, competition; and governmental actions and initiatives (including legislative and regulatory changes) as well as terrorist activities which could adversely affect all of the above factors. The reader is directed to the Company's various filings with the Securities and Exchange Commission, including the Annual Report on Form 10-K for the year ended December 31, 2011, for a discussion of such risks and uncertainties, which discussion is incorporated herein by reference. The Company does not intend, and undertakes no obligation, to update any forward-looking information to reflect events or circumstances after the date of this document or to reflect the occurrence of unanticipated events unless required by law to do so.
1
The Macerich Company
Supplemental Financial and Operating Information (unaudited)
Capital Information and Market Capitalization
| | | | | | | | | | |
| | | | | | | | | | |
| | Period Ended | |
---|
| | 12/31/2012 | | 12/31/2011 | | 12/31/2010 | |
---|
| | dollars in thousands, except per share data
| |
---|
Closing common stock price per share | | $ | 58.30 | | $ | 50.60 | | $ | 47.37 | |
52 week high | | $ | 62.83 | | $ | 56.50 | | $ | 49.86 | |
52 week low | | $ | 49.67 | | $ | 38.64 | | $ | 29.30 | |
Shares outstanding at end of period | | | | | | | | | | |
Class A non-participating convertible preferred units | | | 184,304 | | | 208,640 | | | 208,640 | |
Common shares and partnership units | | | 147,601,848 | | | 143,178,521 | | | 142,048,985 | |
| | | | | | | |
Total common and equivalent shares/units outstanding | | | 147,786,152 | | | 143,387,161 | | | 142,257,625 | |
| | | | | | | |
Portfolio capitalization data | | | | | | | | | | |
Total portfolio debt, including joint ventures at pro rata | | $ | 6,620,507 | | $ | 5,903,805 | | $ | 5,854,780 | |
Equity market capitalization | | | 8,615,933 | | | 7,255,390 | | | 6,738,744 | |
| | | | | | | |
Total market capitalization | | $ | 15,236,440 | | $ | 13,159,195 | | $ | 12,593,524 | |
| | | | | | | |
Leverage ratio(a) | | | 43.5 | % | | 44.9 | % | | 46.5 | % |
- (a)
- Debt as a percentage of market capitalization.
2
The Macerich Company
Supplemental Financial and Operating Information (unaudited)
Changes in Total Common and Equivalent Shares/Units
| | | | | | | | | | | | | |
| |
---|
| | Partnership Units | | Company Common Shares | | Class A Non-Participating Convertible Preferred Units | | Total Common and Equivalent Shares/ Units | |
---|
Balance as of December 31, 2011 | | | 11,025,077 | | | 132,153,444 | | | 208,640 | | | 143,387,161 | |
| | | | | | | | | |
Conversion of partnership units to cash | | | (195 | ) | | — | | | — | | | (195 | ) |
Conversion of partnership units to common shares | | | (23,351 | ) | | 23,351 | | | — | | | 0 | |
Issuance of stock/partnership units from restricted stock issuance or other share- or unit-based plans | | | 285,000 | | | 549,562 | | | — | | | 834,562 | |
| | | | | | | | | |
Balance as of March 31, 2012 | | | 11,286,531 | | | 132,726,357 | | | 208,640 | | | 144,221,528 | |
| | | | | | | | | |
Conversion of partnership units to cash | | | (82 | ) | | — | | | — | | | (82 | ) |
Conversion of partnership units to common shares | | | (516,025 | ) | | 540,791 | | | (24,336 | ) | | 430 | |
Issuance of stock/partnership units from restricted stock issuance or other share- or unit-based plans | | | — | | | 16,596 | | | — | | | 16,596 | |
| | | | | | | | | |
Balance as of June 30, 2012 | | | 10,770,424 | | | 133,283,744 | | | 184,304 | | | 144,238,472 | |
| | | | | | | | | |
Conversion of partnership units to cash | | | (959 | ) | | — | | | — | | | (959 | ) |
Conversion of partnership units to common shares | | | (16,398 | ) | | 16,398 | | | — | | | 0 | |
Common stock issued through ATM(a) | | | — | | | 2,961,903 | | | — | | | 2,961,903 | |
Issuance of stock/partnership units from restricted stock issuance or other share- or unit-based plans | | | 20,000 | | | 13,047 | | | — | | | 33,047 | |
| | | | | | | | | |
Balance as of September 30, 2012 | | | 10,773,067 | | | 136,275,092 | | | 184,304 | | | 147,232,463 | |
| | | | | | | | | |
Conversion of partnership units to cash | | | (260 | ) | | — | | | — | | | (260 | ) |
Conversion of partnership units to common shares | | | (677,969 | ) | | 677,969 | | | — | | | — | |
Issuance of shares upon acquisition of property(b) | | | — | | | 535,265 | | | — | | | 535,265 | |
Issuance of stock/partnership units from restricted stock issuance or other share- or unit-based plans | | | | | | 18,684 | | | — | | | 18,684 | |
| | | | | | | | | |
Balance as of December 31, 2012 | | | 10,094,838 | | | 137,507,010 | | | 184,304 | | | 147,786,152 | |
| | | | | | | | | |
- (a)
- During the third quarter of 2012, the Company issued 2,961,903 shares of common stock under its at-the-market ("ATM") program, in exchange for net proceeds of approximately $176.1 million.
- (b)
- As part of the consideration for the acquisition of Kings Plaza Shopping Center, the Company issued 535,265 restricted shares of common stock on November 28, 2012.
3
On the following pages, the Company presents its unaudited pro rata statements of operations and unaudited pro rata balance sheet reflecting the Company's proportionate ownership of each asset in its portfolio. The Company also reconciles net income attributable to the Company to funds from operations ("FFO") and FFO-diluted for the three and twelve months ended December 31, 2012 and FFO and FFO-diluted to adjusted FFO ("AFFO") and AFFO-diluted for the same periods.
4
The Macerich Company
Unaudited Pro Rata Statement of Operations
(Dollars in thousands)
| | | | | | | | | | | | | | | | |
| |
| |
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| | For the Three Months Ended December 31, 2012 | |
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| | Consolidated | | Non- Controlling Interests(1) | | Company's Consolidated Share | | Company's Share of Joint Ventures(2) | | Company's Total Share | |
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Revenues: | | | | | | | | | | | | | | | | |
Minimum rents | | $ | 140,157 | | $ | (8,413 | ) | $ | 131,744 | | $ | 57,866 | | $ | 189,610 | |
Percentage rents | | | 12,451 | | | (441 | ) | | 12,010 | | | 4,561 | | | 16,571 | |
Tenant recoveries | | | 75,522 | | | (4,638 | ) | | 70,884 | | | 27,160 | | | 98,044 | |
Management Companies' revenues | | | 10,505 | | | — | | | 10,505 | | | — | | | 10,505 | |
Other income | | | 12,530 | | | (610 | ) | | 11,920 | | | 6,651 | | | 18,571 | |
| | | | | | | | | | | |
Total revenues | | | 251,165 | | | (14,102 | ) | | 237,063 | | | 96,238 | | | 333,301 | |
| | | | | | | | | | | |
Expenses: | | | | | | | | | | | | | | | | |
Shopping center and operating expenses | | | 82,266 | | | (4,733 | ) | | 77,533 | | | 31,898 | | | 109,431 | |
Management Companies' operating expenses | | | 18,657 | | | — | | | 18,657 | | | — | | | 18,657 | |
REIT general and administrative expenses | | | 5,187 | | | — | | | 5,187 | | | — | | | 5,187 | |
Depreciation and amortization | | | 85,004 | | | (4,609 | ) | | 80,395 | | | 22,991 | | | 103,386 | |
Interest expense | | | 48,335 | | | (2,799 | ) | | 45,536 | | | 21,419 | | | 66,955 | |
| | | | | | | | | | | |
Total expenses | | | 239,449 | | | (12,141 | ) | | 227,308 | | | 76,308 | | | 303,616 | |
Equity in income of unconsolidated joint ventures | | | 10,657 | | | — | | | 10,657 | | | (10,657 | ) | | — | |
Co-venture expense | | | (2,061 | ) | | 2,061 | | | — | | | — | | | — | |
Income tax benefit | | | 1,999 | | | — | | | 1,999 | | | — | | | 1,999 | |
Gain (loss) on remeasurement, sale or write down of assets, net | | | 164,065 | | | 1,636 | | | 165,701 | | | (9,273 | ) | | 156,428 | |
| | | | | | | | | | | |
Income from continuing operations | | | 186,376 | | | 1,736 | | | 188,112 | | | — | | | 188,112 | |
| | | | | | | | | | | |
Discontinued operations: | | | | | | | | | | | | | | | | |
Loss on sale or write down of assets | | | (72 | ) | | — | | | (72 | ) | | — | | | (72 | ) |
Loss from discontinued operations | | | (9 | ) | | — | | | (9 | ) | | — | | | (9 | ) |
| | | | | | | | | | | |
Total loss from discontinued operations | | | (81 | ) | | — | | | (81 | ) | | — | | | (81 | ) |
| | | | | | | | | | | |
Net income | | | 186,295 | | | 1,736 | | | 188,031 | | | — | | | 188,031 | |
Less net income attributable to noncontrolling interests | | | 12,048 | | | 1,736 | | | 13,784 | | | — | | | 13,784 | |
| | | | | | | | | | | |
Net income attributable to the Company | | $ | 174,247 | | $ | — | | $ | 174,247 | | $ | — | | $ | 174,247 | |
| | | | | | | | | | | |
Reconciliation of net income attributable to the Company to FFO and AFFO(3): | | | | | | | | | | | | | | | | |
Net income attributable to the Company | | | | | | | | $ | 174,247 | | $ | — | | $ | 174,247 | |
Equity in income of unconsolidated joint ventures | | | | | | | | | (10,657 | ) | | 10,657 | | | — | |
Adjustments to reconcile net income attributable to the Company to FFO—basic and diluted: | | | | | | | | | | | | | | | | |
Noncontrolling interests in the Operating Partnership | | | | | | | | | 13,784 | | | — | | | 13,784 | |
(Gain) loss on remeasurement, sale or write down of assets | | | | | | | | | (165,661 | ) | | 9,273 | | | (156,388 | ) |
(Loss) gain on sale of undepreciated assets | | | | | | | | | (390 | ) | | 1,163 | | | 773 | |
Depreciation and amortization of all property | | | | | | | | | 80,395 | | | 22,991 | | | 103,386 | |
Depreciation on personal property | | | | | | | | | (2,965 | ) | | (260 | ) | | (3,225 | ) |
| | | | | | | | | | | | | |
Total FFO—Basic and diluted | | | | | | | | $ | 88,753 | | $ | 43,824 | | $ | 132,577 | |
Shoppingtown Mall | | | | | | | | | 25 | | | — | | | 25 | |
Valley View Center | | | | | | | | | 11 | | | — | | | 11 | |
| | | | | | | | | | | | | |
Total AFFO—Diluted | | | | | | | | $ | 88,789 | | $ | 43,824 | | $ | 132,613 | |
| | | | | | | | | | | | | |
5
The Macerich Company
Unaudited Pro Rata Statement of Operations
(Dollars in thousands)
| | | | | | | | | | | | | | | | |
| |
| |
---|
| | For the Twelve Months Ended December 31, 2012 | |
---|
| | Consolidated | | Non- Controlling Interests(1) | | Company's Consolidated Share | | Company's Share of Joint Ventures(2) | | Company's Total Share | |
---|
Revenues: | | | | | | | | | | | | | | | | |
Minimum rents | | $ | 496,708 | | $ | (32,701 | ) | $ | 464,007 | | $ | 256,491 | | $ | 720,498 | |
Percentage rents | | | 24,389 | | | (931 | ) | | 23,458 | | | 11,389 | | | 34,847 | |
Tenant recoveries | | | 273,445 | | | (18,864 | ) | | 254,581 | | | 125,550 | | | 380,131 | |
Management Companies' revenues | | | 41,235 | | | — | | | 41,235 | | | — | | | 41,235 | |
Other income | | | 45,546 | | | (1,810 | ) | | 43,736 | | | 23,167 | | | 66,903 | |
| | | | | | | | | | | |
Total revenues | | | 881,323 | | | (54,306 | ) | | 827,017 | | | 416,597 | | | 1,243,614 | |
| | | | | | | | | | | |
Expenses: | | | | | | | | | | | | | | | | |
Shopping center and operating expenses | | | 280,531 | | | (18,059 | ) | | 262,472 | | | 145,129 | | | 407,601 | |
Management Companies' operating expenses | | | 85,610 | | | — | | | 85,610 | | | — | | | 85,610 | |
REIT general and administrative expenses | | | 20,412 | | | — | | | 20,412 | | | — | | | 20,412 | |
Depreciation and amortization | | | 302,553 | | | (18,561 | ) | | 283,992 | | | 96,228 | | | 380,220 | |
Interest expense | | | 176,778 | | | (11,458 | ) | | 165,320 | | | 97,978 | | | 263,298 | |
| | | | | | | | | | | |
Total expenses | | | 865,884 | | | (48,078 | ) | | 817,806 | | | 339,335 | | | 1,157,141 | |
Equity in income of unconsolidated joint ventures | | | 79,281 | | | — | | | 79,281 | | | (79,281 | ) | | — | |
Co-venture expense | | | (6,523 | ) | | 6,523 | | | — | | | — | | | — | |
Income tax benefit | | | 4,159 | | | — | | | 4,159 | | | — | | | 4,159 | |
Gain on remeasurement, sale or write down of assets, net | | | 204,668 | | | (1,899 | ) | | 202,769 | | | 2,019 | | | 204,788 | |
| | | | | | | | | | | |
Income from continuing operations | | | 297,024 | | | (1,604 | ) | | 295,420 | | | — | | | 295,420 | |
| | | | | | | | | | | |
Discontinued operations: | | | | | | | | | | | | | | | | |
Gain on sale or write down of assets | | | 74,833 | | | — | | | 74,833 | | | — | | | 74,833 | |
Loss from discontinued operations | | | (5,468 | ) | | — | | | (5,468 | ) | | — | | | (5,468 | ) |
| | | | | | | | | | | |
Income from discontinued operations | | | 69,365 | | | — | | | 69,365 | | | — | | | 69,365 | |
| | | | | | | | | | | |
Net income | | | 366,389 | | | (1,604 | ) | | 364,785 | | | — | | | 364,785 | |
Less net income attributable to noncontrolling interests | | | 28,963 | | | (1,604 | ) | | 27,359 | | | — | | | 27,359 | |
| | | | | | | | | | | |
Net income attributable to the Company | | $ | 337,426 | | $ | — | | $ | 337,426 | | $ | — | | $ | 337,426 | |
| | | | | | | | | | | |
Reconciliation of net income attributable to the Company to FFO and AFFO(3): | | | | | | | | | | | | | | | | |
Net income attributable to the Company | | | | | | | | $ | 337,426 | | $ | — | | $ | 337,426 | |
Equity in income of unconsolidated joint ventures | | | | | | | | | (79,281 | ) | | 79,281 | | | — | |
Adjustments to reconcile net income attributable to the Company to FFO—basic and diluted: | | | | | | | | | | | | | | | | |
Noncontrolling interests in the Operating Partnership | | | | | | | | | 27,359 | | | — | | | 27,359 | |
Gain on remeasurement, sale or write down of assets | | | | | | | | | (157,676 | ) | | (2,019 | ) | | (159,695 | ) |
(Loss) gain on sale of undepreciated assets | | | | | | | | | (390 | ) | | 1,163 | | | 773 | |
Depreciation and amortization of all property | | | | | | | | | 288,632 | | | 96,228 | | | 384,860 | |
Depreciation on personal property | | | | | | | | | (11,777 | ) | | (1,084 | ) | | (12,861 | ) |
| | | | | | | | | | | | | |
Total FFO—Basic and diluted | | | | | | | | $ | 404,293 | | $ | 173,569 | | $ | 577,862 | |
Shoppingtown Mall | | | | | | | | | 422 | | | — | | | 422 | |
Valley View Center | | | | | | | | | (101,105 | ) | | — | | | (101,105 | ) |
Prescott Gateway | | | | | | | | | (16,296 | ) | | — | | | (16,296 | ) |
| | | | | | | | | | | | | |
Total AFFO—Diluted | | | | | | | | $ | 287,314 | | $ | 173,569 | | $ | 460,883 | |
| | | | | | | | | | | | | |
6
Notes to Unaudited Pro Rata Statements of Operations:
- (1)
- This represents the non-owned portion of consolidated joint ventures.
- (2)
- This represents the Company's pro rata share of unconsolidated joint ventures.
- (3)
- The Company uses FFO in addition to net income to report its operating and financial results and considers FFO and FFO-diluted as supplemental measures for the real estate industry and a supplement to Generally Accepted Accounting Principles ("GAAP") measures. The National Association of Real Estate Investment Trusts defines FFO as net income (loss) (computed in accordance with GAAP), excluding gains (or losses) from extraordinary items and sales of depreciated operating properties, plus real estate related depreciation and amortization, impairment write-downs of real estate and write-downs of investments in an affiliate where the write-downs have been driven by a decrease in the value of real estate held by the affiliate and after adjustments for unconsolidated joint ventures. Adjustments for unconsolidated joint ventures are calculated to reflect FFO on the same basis.
AFFO excludes the FFO impact of Shoppingtown Mall and Valley View Center for the three and twelve months ended December 31, 2012. In December 2011, the Company conveyed Shoppingtown Mall to the lender by a deed-in-lieu of foreclosure. In July 2010, a court-appointed receiver assumed operational control of Valley View Center and responsibility for managing all aspects of the property. Valley View Center was sold by the receiver on April 23, 2012, and the related non-recourse mortgage loan obligation was fully extinguished on that date. On May 31, 2012, the Company conveyed Prescott Gateway to the lender by a deed-in-lieu of foreclosure and the debt was forgiven resulting in a gain on extinguishment of debt of $16.3 million. AFFO also excludes the gain on extinguishment of debt on Prescott Gateway for the twelve months ended December 31, 2012.
FFO and FFO on a diluted basis are useful to investors in comparing operating and financial results between periods. This is especially true since FFO excludes real estate depreciation and amortization, as the Company believes real estate values fluctuate based on market conditions rather than depreciating in value ratably on a straight-line basis over time. The Company believes that AFFO and AFFO on a diluted basis provide useful supplemental information regarding the Company's performance as they show a more meaningful and consistent comparison of the Company's operating performance and allow investors to more easily compare the Company's results without taking into account non-cash credits and charges on properties controlled by either a receiver or loan servicer. FFO and AFFO on a diluted basis are measures investors find most useful in measuring the dilutive impact of outstanding convertible securities. FFO and AFFO do not represent cash flow from operations as defined by GAAP, should not be considered as an alternative to net income (loss) as defined by GAAP, and are not indicative of cash available to fund all cash flow needs. The Company also cautions that FFO and AFFO as presented, may not be comparable to similarly titled measures reported by other real estate investment trusts.
7
The Macerich Company
Unaudited Pro Rata Balance Sheet
(Dollars in thousands)
| | | | | | | | | | | | | | | | |
| |
| |
---|
| | As of December 31, 2012 | |
---|
| | Consolidated | | Non- Controlling Interests(1) | | Company's Consolidated Share | | Company's Share of Joint Ventures(2) | | Company's Total Share | |
---|
ASSETS: | | | | | | | | | | | | | | | | |
Property, net(3) | | $ | 7,479,546 | | $ | (459,576 | ) | $ | 7,019,970 | | $ | 2,321,715 | | $ | 9,341,685 | |
Cash and cash equivalents | | | 65,793 | | | (10,182 | ) | | 55,611 | | | 84,840 | | | 140,451 | |
Restricted cash | | | 78,658 | | | (3,412 | ) | | 75,246 | | | 10,741 | | | 85,987 | |
Marketable securities | | | 23,667 | | | — | | | 23,667 | | | — | | | 23,667 | |
Tenant and other receivables, net | | | 116,244 | | | (20,936 | ) | | 95,308 | | | 39,290 | | | 134,598 | |
Deferred charges and other assets, net | | | 565,130 | | | (10,339 | ) | | 554,791 | | | 73,705 | | | 628,496 | |
Loans to unconsolidated joint ventures | | | 3,345 | | | — | | | 3,345 | | | — | | | 3,345 | |
Due from affiliates | | | 4,568 | | | 348 | | | 4,916 | | | (2,471 | ) | | 2,445 | |
Investments in unconsolidated joint ventures | | | 974,258 | | | — | | | 974,258 | | | (974,258 | ) | | — | |
| | | | | | | | | | | |
Total assets | | $ | 9,311,209 | | $ | (504,097 | ) | $ | 8,807,112 | | $ | 1,553,562 | | $ | 10,360,674 | |
| | | | | | | | | | | |
LIABILITIES AND EQUITY: | | | | | | | | | | | | | | | | |
Mortgage notes payable: | | $ | 4,437,343 | | $ | (276,447 | ) | $ | 4,160,896 | | $ | 1,635,584 | | $ | 5,796,480 | |
Bank and other notes payable | | | 824,027 | | | — | | | 824,027 | | | — | | | 824,027 | |
Accounts payable and accrued expenses | | | 70,251 | | | (3,222 | ) | | 67,029 | | | 19,252 | | | 86,281 | |
Other accrued liabilities | | | 318,174 | | | (19,449 | ) | | 298,725 | | | 51,674 | | | 350,399 | |
Distributions in excess of investments in unconsolidated joint ventures | | | 152,948 | | | — | | | 152,948 | | | (152,948 | ) | | — | |
Co-venture obligation | | | 92,215 | | | (92,215 | ) | | — | | | — | | | — | |
| | | | | | | | | | | |
Total liabilities | | | 5,894,958 | | | (391,333 | ) | | 5,503,625 | | | 1,553,562 | | | 7,057,187 | |
| | | | | | | | | | | |
Commitments and contingencies | | | | | | | | | | | | | | | | |
Equity: | | | | | | | | | | | | | | | | |
Stockholders' equity: | | | | | | | | | | | | | | | | |
Common stock | | | 1,375 | | | — | | | 1,375 | | | — | | | 1,375 | |
Additional paid-in capital | | | 3,715,895 | | | — | | | 3,715,895 | | | — | | | 3,715,895 | |
Accumulated deficit | | | (639,741 | ) | | — | | | (639,741 | ) | | — | | | (639,741 | ) |
| | | | | | | | | | | |
Total stockholders' equity | | | 3,077,529 | | | — | | | 3,077,529 | | | — | | | 3,077,529 | |
Noncontrolling interests | | | 338,722 | | | (112,764 | ) | | 225,958 | | | — | | | 225,958 | |
| | | | | | | | | | | |
Total equity | | | 3,416,251 | | | (112,764 | ) | | 3,303,487 | | | — | | | 3,303,487 | |
| | | | | | | | | | | |
Total liabilities and equity | | $ | 9,311,209 | | $ | (504,097 | ) | $ | 8,807,112 | | $ | 1,553,562 | | $ | 10,360,674 | |
| | | | | | | | | | | |
- (1)
- This represents the non-owned portion of the consolidated joint ventures.
- (2)
- This represents the Company's pro rata share of the unconsolidated joint ventures.
- (3)
- Includes construction in progress of $280,816 from the Company's consolidated share and $91,916 from its pro rata share of the unconsolidated joint ventures.
8
The Macerich Company
Supplemental Financial and Operating Information (unaudited)
Supplemental FFO Information(a)
| | | | |
|
---|
| | As of December 31, |
---|
| | 2012 | | 2011 |
---|
| | dollars in millions
|
---|
Straight line rent receivable | | $67.1 | | $73.5 |
| | | | | | | | |
| |
| |
|
---|
| | For the Three Months Ended December 31, | | For the Twelve Months Ended December 31, |
---|
| | 2012 | | 2011 | | 2012 | | 2011 |
---|
| | dollars in millions
|
---|
Lease termination fees | | $2.3 | | $ 4.0 | | $ 7.9 | | $13.4 |
Straight line rental income | | $1.9 | | $ 1.8 | | $ 7.2 | | $ 6.3 |
Gain on sales of undepreciated assets | | $0.8 | | $ 0.0 | | $ 0.8 | | $ 2.3 |
Amortization of acquired above- and below-market leases | | $1.6 | | $ 3.7 | | $ 8.4 | | $12.4 |
Amortization of debt (discounts)/premiums | | $2.4 | | $ (1.6) | | $ 2.1 | | $ (7.8) |
Interest capitalized | | $3.7 | | $ 3.6 | | $14.9 | | $16.8 |
- (a)
- All joint venture amounts included at pro rata.
9
The Macerich Company
Supplemental Financial and Operating Information (unaudited)
Capital Expenditures
| | | | | | | | | | |
| |
| |
---|
| | Year Ended 12/31/12 | | Year Ended 12/31/11 | | Year Ended 12/31/10 | |
---|
| | dollars in millions
| |
---|
Consolidated Centers | | | | | | | | | | |
Acquisitions of property and equipment | | $ | 1,313.1 | | $ | 314.6 | | $ | 12.9 | |
Development, redevelopment, expansions and renovations of Centers | | | 158.5 | | | 88.8 | | | 214.8 | |
Tenant allowances | | | 18.1 | | | 19.4 | | | 22.0 | |
Deferred leasing charges | | | 23.5 | | | 29.3 | | | 24.5 | |
| | | | | | | |
Total | | $ | 1,513.2 | | $ | 452.1 | | $ | 274.2 | |
| | | | | | | |
Unconsolidated Joint Venture Centers(a) | | | | | | | | | | |
Acquisitions of property and equipment | | $ | 5.1 | | $ | 143.4 | | $ | 6.1 | |
Development, redevelopment, expansions and renovations of Centers | | | 79.6 | | | 37.7 | | | 42.3 | |
Tenant allowances | | | 6.4 | | | 8.4 | | | 8.1 | |
Deferred leasing charges | | | 4.2 | | | 4.9 | | | 4.7 | |
| | | | | | | |
Total | | $ | 95.3 | | $ | 194.4 | | $ | 61.2 | |
| | | | | | | |
- (a)
- All joint venture amounts at pro rata.
10
The Macerich Company
Supplemental Financial and Operating Information (unaudited)
Sales Per Square Foot(a)
| | | | | | |
|
---|
| | Consolidated Centers(b) | | Unconsolidated Joint Venture Centers(b) | | Total Centers |
---|
12/31/2012 | | $463 | | $629 | | $517 |
12/31/2011 | | $417 | | $597 | | $489 |
12/31/2010(c) | | $392 | | $468 | | $433 |
- (a)
- Sales are based on reports by retailers leasing mall and freestanding stores for the trailing 12 months for tenants which have occupied such stores for a minimum of 12 months. Sales per square foot are based on tenants 10,000 square feet and under for regional shopping centers. Sales per square foot exclude Centers under development and redevelopment.
- (b)
- The SDG Acquisition Properties are included in Consolidated Centers at December 31, 2012 and December 31, 2011. These Centers are included in Unconsolidated Joint Venture Centers at December 31, 2010.
- (c)
- The sales per square foot for the twelve months ended December 31, 2010 exclude Santa Monica Place which opened in August 2010.
11
The Macerich Company
Sales per square foot by Property Ranking (Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
Count | | Properties | | Occupancy % 12/31/2012 | | 12/31/2012 Sales PSF (a) | | 12/31/2011 Sales PSF (a) | | 12/31/2010 Sales PSF (a) | | 12/31/2009 Sales PSF (a) | | % of Portfolio Forecast 2013 Pro Rata NOI (b) | | In-Place Debt @ Pro Rata ($ in thousands) 12/31/2012 | |
---|
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Group 1: Top 10 | | | | | | | | | | | | | | | | | | | | | | |
| 1 | | | | Queens Center | | | 97.3 | % | $ | 1,004 | | $ | 942 | | $ | 902 | | $ | 858 | | | | | | 306,000 | |
| 2 | | | | Washington Square | | | 93.3 | % | $ | 909 | | $ | 721 | | $ | 689 | | $ | 592 | | | | | | 120,794 | |
| 3 | | | | Biltmore Fashion Park | | | 87.6 | % | $ | 903 | | $ | 846 | | $ | 778 | | $ | 728 | | | | | | 29,259 | |
| 4 | | | | Corte Madera, Village at | | | 98.3 | % | $ | 882 | | $ | 904 | | $ | 777 | | $ | 631 | | | | | | 38,776 | |
| 5 | | | | Tysons Corner Center | | | 97.5 | % | $ | 820 | | $ | 748 | | $ | 689 | | $ | 645 | | | | | | 151,453 | |
| 6 | | | | North Bridge, The Shops at | | | 90.1 | % | $ | 805 | | $ | 812 | | $ | 796 | | $ | 740 | | | | | | 98,860 | |
| 7 | | | | Santa Monica Place | | | 94.3 | % | $ | 723 | | $ | 678 | | | n/a | | | n/a | | | | | | 240,000 | |
| 8 | | | | Los Cerritos Center | | | 97.2 | % | $ | 682 | | $ | 657 | | $ | 451 | | $ | 448 | | | | | | 99,774 | |
| 9 | | | | Kings Plaza(c) | | | 96.4 | % | $ | 680 | | | n/a | | | n/a | | | n/a | | | | | | 354,000 | |
| 10 | | | | Tucson La Encantada | | | 90.3 | % | $ | 673 | | $ | 660 | | $ | 619 | | $ | 535 | | | | | | 74,185 | |
| | | | | | | | | | | | | | | | | | | | |
| | | Total Top 10: | | | 95.1 | % | $ | 813 | | $ | 763 | | $ | 696 | | $ | 637 | | | 23.7 | % | | 1,513,101 | |
| | | | | | | | | | | | | | | | | | | | |
| | | Group 2: Top 11-20 | | | | | | | | | | | | | | | | | | | | | | |
| 11 | | | | Broadway Plaza | | | 97.6 | % | $ | 657 | | $ | 627 | | $ | 629 | | $ | 606 | | | | | | 70,661 | |
| 12 | | | | Kierland Commons(d) | | | 95.1 | % | $ | 641 | | $ | 653 | | $ | 625 | | $ | 599 | | | | | | 35,072 | |
| 13 | | | | Arrowhead Towne Center | | | 98.1 | % | $ | 635 | | $ | 613 | | $ | 578 | | $ | 531 | | | | | | 243,176 | |
| 14 | | | | Fresno Fashion Fair | | | 97.0 | % | $ | 630 | | $ | 612 | | $ | 556 | | $ | 527 | | | | | | 161,203 | |
| 15 | | | | Freehold Raceway Mall | | | 95.1 | % | $ | 623 | | $ | 584 | | $ | 517 | | $ | 450 | | | | | | 116,683 | |
| 16 | | | | Danbury Fair Mall | | | 96.9 | % | $ | 623 | | $ | 589 | | $ | 573 | | $ | 519 | | | | | | 239,646 | |
| 17 | | | | Scottsdale Fashion Square | | | 95.1 | % | $ | 603 | | $ | 590 | | $ | 556 | | $ | 552 | | | | | | 275,000 | |
| 18 | | | | Twenty Ninth Street | | | 95.8 | % | $ | 588 | | $ | 553 | | $ | 464 | | $ | 389 | | | | | | 107,000 | |
| 19 | | | | Vintage Faire Mall | | | 99.1 | % | $ | 578 | | $ | 567 | | $ | 512 | | $ | 494 | | | | | | 135,000 | |
| 20 | | | | Fashion Outlets of Niagara Falls USA | | | 94.5 | % | $ | 571 | | $ | 546 | | | n/a | | | n/a | | | | | | 126,584 | |
| | | | | | | | | | | | | | | | | | | | |
| | | Total Top 11-20: | | | 96.1 | % | $ | 611 | | $ | 589 | | $ | 550 | | $ | 510 | | | 23.2 | % | | 1,510,025 | |
| | | | | | | | | | | | | | | | | | | | |
| | | Group 3: Top 21-30 | | | | | | | | | | | | | | | | | | | | | | |
| 21 | | | | Chandler Fashion Center | | | 96.7 | % | $ | 564 | | $ | 513 | | $ | 476 | | $ | 455 | | | | | | 100,200 | |
| 22 | | | | FlatIron Crossing | | | 89.4 | % | $ | 548 | | $ | 480 | | $ | 448 | | $ | 403 | | | | | | 173,561 | |
| 23 | | | | Green Acres Mall(e) | | | n/a | | $ | 535 | | | n/a | | | n/a | | | n/a | | | | | | — | |
| 24 | | | | West Acres | | | 97.1 | % | $ | 535 | | $ | 488 | | $ | 461 | | $ | 457 | | | | | | 11,671 | |
| 25 | | | | Oaks, The | | | 94.4 | % | $ | 505 | | $ | 489 | | $ | 458 | | $ | 425 | | | | | | 218,119 | |
| 26 | | | | Stonewood Center | | | 99.4 | % | $ | 500 | | $ | 454 | | $ | 429 | | $ | 405 | | | | | | 55,541 | |
| 27 | | | | Deptford Mall | | | 99.3 | % | $ | 497 | | $ | 473 | | $ | 482 | | $ | 492 | | | | | | 219,800 | |
| 28 | | | | Valley River Center | | | 95.6 | % | $ | 496 | | $ | 483 | | $ | 421 | | $ | 402 | | | | | | 120,000 | |
| 29 | | | | SanTan Village Regional Center | | | 96.4 | % | $ | 477 | | $ | 426 | | $ | 369 | | $ | 319 | | | | | | 117,222 | |
| 30 | | | | South Plains Mall | | | 90.2 | % | $ | 469 | | $ | 449 | | $ | 415 | | $ | 382 | | | | | | 101,340 | |
| | | | | | | | | | | | | | | | | | | | |
| | | Total Top 21-30: | | | 94.8 | % | $ | 514 | | $ | 476 | | $ | 443 | | $ | 415 | | | 20.3 | % | | 1,117,454 | |
| | | | | | | | | | | | | | | | | | | | |
| | | Group 4: Top 31-40 | | | | | | | | | | | | | | | | | | | | | | |
| 31 | | | | Victor Valley, Mall of | | | 93.7 | % | $ | 460 | | $ | 428 | | $ | 395 | | $ | 402 | | | | | | 90,000 | |
| 32 | | | | Rimrock Mall | | | 92.0 | % | $ | 424 | | $ | 410 | | $ | 369 | | $ | 346 | | | | | | — | |
| 33 | | | | Pacific View | | | 96.9 | % | $ | 419 | | $ | 407 | | $ | 376 | | $ | 360 | | | | | | 138,367 | |
| 34 | | | | Lakewood Center | | | 93.7 | % | $ | 412 | | $ | 398 | | $ | 377 | | $ | 389 | | | | | | 127,500 | |
| 35 | | | | Eastland Mall | | | 99.5 | % | $ | 401 | | $ | 379 | | $ | 369 | | $ | 360 | | | | | | 168,000 | |
| 36 | | | | Green Tree Mall | | | 91.2 | % | $ | 400 | | $ | 377 | | $ | 364 | | $ | 332 | | | | | | — | |
| 37 | | | | Inland Center | | | 94.3 | % | $ | 399 | | $ | 374 | | $ | 345 | | $ | 370 | | | | | | 25,000 | |
| 38 | | | | La Cumbre Plaza | | | 79.7 | % | $ | 391 | | $ | 375 | | $ | 383 | | $ | 364 | | | | | | — | |
| 39 | | | | Northgate Mall | | | 95.9 | % | $ | 387 | | $ | 390 | | $ | 408 | | | n/a | | | | | | 64,000 | |
| 40 | | | | Kitsap Mall(f) | | | 92.4 | % | $ | 383 | | $ | 375 | | $ | 383 | | $ | 360 | | | | | | 23,339 | |
| | | | | | | | | | | | | | | | | | | | |
| | | Total 31-40: | | | 93.9 | % | $ | 408 | | $ | 392 | | $ | 375 | | $ | 368 | | | 10.7 | % | | 636,206 | |
| | | | | | | | | | | | | | | | | | | | |
| | | Total Top 40: | | | 95.1 | % | $ | 594 | | $ | 558 | | $ | 512 | | $ | 482 | | | 77.9 | % | | 4,776,786 | |
| | | | | | | | | | | | | | | | | | | | |
12
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
Count | | Properties | | Occupancy % 12/31/2012 | | 12/31/2012 Sales PSF (a) | | 12/31/2011 Sales PSF (a) | | 12/31/2010 Sales PSF (a) | | 12/31/2009 Sales PSF (a) | | % of Portfolio Forecast 2013 Pro Rata NOI (b) | | In-Place Debt @ Pro Rata ($ in thousands) 12/31/2012 | |
---|
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Group 5: Top 41-50 | | | | | | | | | | | | | | | | | | | | | | |
| 41 | | | | South Towne Center | | | 88.7 | % | $ | 374 | | $ | 366 | | $ | 351 | | $ | 352 | | | | | | 85,247 | |
| 42 | | | | Westside Pavilion | | | 95.8 | % | $ | 362 | | $ | 386 | | $ | 400 | | $ | 410 | | | | | | 154,608 | |
| 43 | | | | Chesterfield Towne Center | | | 91.9 | % | $ | 361 | | $ | 348 | | $ | 326 | | $ | 308 | | | | | | 110,000 | |
| 44 | | | | Northridge Mall | | | 97.2 | % | $ | 342 | | $ | 340 | | $ | 306 | | $ | 302 | | | | | | — | |
| 45 | | | | Superstition Springs Center | | | 92.3 | % | $ | 334 | | $ | 325 | | $ | 304 | | $ | 303 | | | | | | 45,000 | |
| 46 | | | | Ridgmar | | | 84.6 | % | $ | 332 | | $ | 309 | | $ | 282 | | $ | 278 | | | | | | 26,000 | |
| 47 | | | | Capitola Mall | | | 84.8 | % | $ | 327 | | $ | 303 | | $ | 301 | | $ | 303 | | | | | | — | |
| 48 | | | | Towne Mall | | | 88.4 | % | $ | 320 | | $ | 309 | | $ | 330 | | $ | 318 | | | | | | 23,369 | |
| 49 | | | | Wilton Mall | | | 95.7 | % | $ | 313 | | $ | 294 | | $ | 283 | | $ | 281 | | | | | | 40,000 | |
| 50 | | | | Salisbury, Centre at | | | 96.3 | % | $ | 311 | | $ | 316 | | $ | 303 | | $ | 303 | | | | | | 115,000 | |
| | | | | | | | | | | | | | | | | | | | |
| | | Total Top 41-50: | | | 92.0 | % | $ | 341 | | $ | 334 | | $ | 319 | | $ | 315 | | | 10.8 | % | | 599,224 | |
| | | | | | | | | | | | | | | | | | | | |
| | | Group 6: 51-62 | | | | | | | | | | | | | | | | | | | | | | |
| 51 | | | | NorthPark Mall | | | 89.0 | % | $ | 310 | | $ | 306 | | $ | 298 | | $ | 280 | | | | | | — | |
| 52 | | | | Cascade Mall(f) | | | 92.8 | % | $ | 299 | | $ | 286 | | $ | 279 | | $ | 301 | | | | | | 11,498 | |
| 53 | | | | Flagstaff Mall | | | 89.7 | % | $ | 296 | | $ | 289 | | $ | 277 | | $ | 285 | | | | | | 37,000 | |
| 54 | | | | Paradise Valley Mall | | | 88.2 | % | $ | 287 | | $ | 289 | | $ | 272 | | $ | 267 | | | | | | 81,000 | |
| 55 | | | | Somersville Towne Center | | | 84.7 | % | $ | 287 | | $ | 273 | | $ | 251 | | $ | 241 | | | | | | — | |
| 56 | | | | Valley Mall | | | 94.0 | % | $ | 266 | | $ | 266 | | $ | 265 | | $ | 255 | | | | | | 42,891 | |
| 57 | | | | Desert Sky Mall | | | 96.2 | % | $ | 263 | | $ | 273 | | $ | 239 | | $ | 246 | | | | | | — | |
| 58 | | | | Great Northern Mall | | | 93.3 | % | $ | 263 | | $ | 268 | | $ | 265 | | $ | 275 | | | | | | 36,395 | |
| 59 | | | | SouthPark Mall | | | 86.9 | % | $ | 248 | | $ | 227 | | $ | 219 | | $ | 216 | | | | | | — | |
| 60 | | | | Fiesta Mall | | | 86.1 | % | $ | 235 | | $ | 230 | | $ | 226 | | $ | 232 | | | | | | 84,000 | |
| 61 | | | | Lake Square Mall | | | 86.4 | % | $ | 232 | | $ | 207 | | $ | 222 | | $ | 217 | | | | | | — | |
| 62 | | | | Rotterdam Square | | | 86.1 | % | $ | 232 | | $ | 231 | | $ | 233 | | $ | 233 | | | | | | — | |
| | | | | | | | | | | | | | | | | | | | |
| | | Group 6: 51-62 | | | 89.6 | % | $ | 271 | | $ | 265 | | $ | 256 | | $ | 254 | | | 6.5 | % | | 292,784 | |
| | | | | | | | | | | | | | | | | | | | |
| | | Regional Shopping Centers(g) | | | 93.8 | % | $ | 517 | | $ | 487 | | $ | 446 | | $ | 423 | | | 95.2 | % | | 5,668,794 | |
| | | | | | | | | | | | | | | | | | | | |
| | | Community/Power Centers | | | | | | | | | | | | | | | | | | | | | | |
| 63 | | | | Boulevard Shops | | | 99.2 | % | $ | 429 | | $ | 422 | | $ | 388 | | $ | 373 | | | | | | 10,327 | |
| 64 | | | | Camelback Colonnade | | | 97.7 | % | $ | 351 | | $ | 340 | | $ | 319 | | $ | 290 | | | | | | 35,250 | |
| 65 | | | | Flagstaff Mall, The Marketplace at | | | 100.0 | % | | n/a | | | n/a | | | n/a | | | n/a | | | | | | — | |
| 66 | | | | Panorama Mall | | | 92.8 | % | $ | 349 | | $ | 313 | | $ | 308 | | $ | 300 | | | | | | — | |
| 67 | | | | Promenade at Casa Grande | | | 95.9 | % | $ | 193 | | $ | 197 | | $ | 182 | | $ | 179 | | | | | | 37,801 | |
| 68 | | | | Redmond Town Center(f) | | | 89.2 | % | $ | 361 | | $ | 356 | | $ | 349 | | $ | 330 | | | | | | 23,813 | |
| 69 | | | | Estrella Falls, The Market at | | | 95.5 | % | | n/a | | | n/a | | | n/a | | | n/a | | | | | | 13,305 | |
| | | | | | | | | | | | | | | | | | | | |
| | | Total Community/Power Centers: | | | 94.9 | % | $ | 335 | | $ | 326 | | $ | 312 | | $ | 299 | | | 3.3 | % | | 120,496 | |
| | | | | | | | | | | | | | | | | | | | |
| | | Development/Redevelopment Centers | | | | | | | | | | | | | | | | | | | | | | |
| 70 | | | | Atlas Park, The Shops at | | | n/a | | | n/a | | | n/a | | | n/a | | | n/a | | | | | | — | |
| 71 | | | | SouthRidge Mall | | | n/a | | | n/a | | | n/a | | | n/a | | | n/a | | | | | | — | |
| | | | | | | | | | | | | | | | | | | | |
| | | Total Development/Redevelopment Centers: | | | n/a | | | n/a | | | n/a | | | n/a | | | n/a | | | 0.2 | % | | — | |
| | | | | | | | | | | | | | | | | | | | |
| | | Other Non-mall Assets | | | | | | | | | | | | | | | | | | 1.3 | % | | 7,190 | |
| | | | | | | | | | | | | | | | | | | | |
| | | Unsecured Debt | | | | | | | | | | | | | | | | | | | | | 824,027 | |
| | | | | | | | | | | | | | | | | | | | |
| | | GRAND TOTAL | | | 93.9 | % | | | | | | | | | | | | | | 100.0 | % | | 6,620,507 | |
| | | | | | | | | | | | | | | | | | | | |
- (a)
- Sales are based on reports by retailers leasing mall and freestanding stores for the trailing 12 months for tenants which have occupied such stores for a minimum of 12 months. Sales per square foot are based on tenants 10,000 square feet and under.
- (b)
- The percent of portfolio Net Operating Income ("NOI") is based on the 2013 Forecast Pro Rata NOI which excludes the following items: straight-line rent, SFAS 141, termination fee income and bad debt expense. It also does not reflect REIT expenses and net Management Companies expense and the effect of any possible 2013 acquisitions or dispositions. See the Company's forward looking statements disclosure on page 1.
- (c)
- The Company acquired Kings Plaza in December 2012. On January 3, 2013, the Company exercised an option to borrow an additional $146 million on the loan.
- (d)
- On January 2, 2013, the joint venture replaced the existing loans with a new $135 million loan.
- (e)
- The Company acquired Green Acres on January 24, 2013 and this property is included for informational purposes above. In-place debt on the property is $325 million.
- (f)
- The aggregate debt on these three properties represents the "Pacific Premier Retail Trust" debt on the Outstanding Debt by Maturity Table on page 27.
- (g)
- Properties sold prior to December 31, 2012 are excluded in prior years above.
13
The Macerich Company
Supplemental Financial and Operating Information (unaudited)
Occupancy(a)
| | | | | | | | | | |
| |
---|
Regional Shopping Centers: Period Ended | | Consolidated Centers(b)(c) | | Unconsolidated Joint Venture Centers(b) | | Total Centers(c) | |
---|
12/31/2012 | | | 93.5% | | | 94.5% | | | 93.8% | |
12/31/2011 | | | 92.8% | | | 92.4% | | | 92.7% | |
12/31/2010 | | | 93.8% | | | 92.5% | | | 93.1% | |
- (a)
- Occupancy is the percentage of Mall and Freestanding GLA leased as of the last day of the reporting period. Occupancy excludes Centers under development and redevelopment.
- (b)
- The SDG Acquisition Properties are included in Consolidated Centers at December 31, 2012 and December 31, 2011. These Centers are included in Unconsolidated Joint Venture Centers at December 31, 2010.
- (c)
- Occupancy of Valley View Center is excluded for all years above.
14
The Macerich Company
Supplemental Financial and Operating Information (unaudited)
Average Base Rent Per Square Foot(a)
| | | | | | | | | | |
| |
| |
---|
| | Average Base Rent PSF(b) | | Average Base Rent PSF on Leases Executed during the trailing twelve months ended(c) | | Average Base Rent PSF on Leases Expiring(d) | |
---|
Consolidated Centers | | | | | | | | | | |
12/31/2012(e)(f) | | $ | 40.98 | | $ | 44.01 | | $ | 38.00 | |
12/31/2011(e)(f) | | $ | 38.80 | | $ | 38.35 | | $ | 35.84 | |
12/31/2010(f) | | $ | 37.93 | | $ | 34.99 | | $ | 37.02 | |
Unconsolidated Joint Venture Centers | | | | | | | | | | |
12/31/2012 | | $ | 55.64 | | $ | 55.72 | | $ | 48.74 | |
12/31/2011 | | $ | 53.72 | | $ | 50.00 | | $ | 38.98 | |
12/31/2010(e) | | $ | 46.16 | | $ | 48.90 | | $ | 38.39 | |
- (a)
- Average base rent per square foot is based on spaces 10,000 square feet and under. Centers under development and redevelopment are excluded.
- (b)
- Average base rent per square foot gives effect to the terms of each lease in effect, as of the applicable date, including any concessions, abatements and other adjustments or allowances that have been granted to the tenants.
- (c)
- The average base rent per square foot on leases executed during the period represents the actual rent to be paid during the first twelve months.
- (d)
- The average base rent per square foot on leases expiring during the period represents the final year minimum rent on a cash basis.
- (e)
- The SDG Acquisition Properties are included in Consolidated Centers at December 31, 2012 and December 31, 2011. These Centers are included in Unconsolidated Joint Venture Centers at December 31, 2010.
- (f)
- The leases for Valley View Center are excluded for all periods above.
15
The Macerich Company
Supplemental Financial and Operating Information (unaudited)
Cost of Occupancy
| | | | | | | | | | |
| |
| |
---|
| | For Years Ended December 31, | |
---|
| | 2012(a)(b) | | 2011(a) | | 2010(a)(b) | |
---|
Consolidated Centers | | | | | | | | | | |
Minimum rents | | | 8.1 | % | | 8.2 | % | | 8.6 | % |
Percentage rents | | | 0.4 | % | | 0.5 | % | | 0.4 | % |
Expense recoveries(c) | | | 4.2 | % | | 4.1 | % | | 4.4 | % |
| | | | | | | |
Total | | | 12.7 | % | | 12.8 | % | | 13.4 | % |
| | | | | | | |
| | | | | | | | | | |
| |
| |
---|
| | For Years Ended December 31, | |
---|
| | 2012(a)(b) | | 2011(a) | | 2010(a)(b) | |
---|
Unconsolidated Joint Venture Centers | | | | | | | | | | |
Minimum rents | | | 8.9 | % | | 9.1 | % | | 9.1 | % |
Percentage rents | | | 0.4 | % | | 0.4 | % | | 0.4 | % |
Expense recoveries(c) | | | 3.9 | % | | 3.9 | % | | 4.0 | % |
| | | | | | | |
Total | | | 13.2 | % | | 13.4 | % | | 13.5 | % |
| | | | | | | |
- (a)
- The SDG Acquisition Properties are included as Consolidated Centers for the years ended December 31, 2012 and December 31, 2011. These Centers are included with Unconsolidated Joint Venture Centers for the year ended December 31, 2010.
- (b)
- The cost of occupancy excludes Valley View Center in all periods above.
- (c)
- Represents real estate tax and common area maintenance charges.
16
The Macerich Company
Percentage of Net Operating Income by State
| | | | |
| |
| |
---|
State | | % of Portfolio Forecast 2013 Pro Rata NOI(a) | |
---|
California | | | 27.2 | % |
Arizona | | | 17.3 | % |
New York | | | 14.7 | % |
New Jersey & Connecticut | | | 8.6 | % |
Illinois, Indiana & Iowa | | | 7.4 | % |
Virginia | | | 6.8 | % |
Colorado | | | 5.0 | % |
Oregon | | | 3.5 | % |
Texas | | | 2.5 | % |
Washington | | | 2.1 | % |
Other(b) | | | 4.9 | % |
| | | |
Total | | | 100.0 | % |
| | | |
- (a)
- The percent of portfolio NOI is based on the 2013 Forecast Pro Rata NOI which excludes the following items: straight-line rent, SFAS 141, termination fee income and bad debt expense. It also does not reflect REIT expenses and net Management Companies' expense and the effect of any possible 2013 acquisitions or dispositions. See the Company's forward looking statements disclosure on page 1.
- (b)
- Other includes Florida, Kentucky, Maryland, Montana, New Mexico, North Dakota and Utah.
17
The Macerich Company
Property Listing
December 31, 2012
The following table sets forth certain information regarding the Centers and other locations that are wholly owned or partly owned by the Company.
| | | | | | | | | | | | |
Company's Ownership(1) | | Name of Center/Location | | Year of Original Construction/ Acquisition | | Year of Most Recent Expansion/ Renovation | | Total GLA(2) | |
---|
CONSOLIDATED CENTERS: | | | | |
100% | | Arrowhead Towne Center(3) Glendale, Arizona | | | 1993/2002 | | | 2004 | | | 1,196,000 | |
100% | | Capitola Mall(4) Capitola, California | | | 1977/1995 | | | 1988 | | | 586,000 | |
50.1% | | Chandler Fashion Center Chandler, Arizona | | | 2001/2002 | | | — | | | 1,323,000 | |
100% | | Chesterfield Towne Center Richmond, Virginia | | | 1975/1994 | | | 2000 | | | 1,016,000 | |
100% | | Danbury Fair Mall Danbury, Connecticut | | | 1986/2005 | | | 2010 | | | 1,289,000 | |
100% | | Deptford Mall Deptford, New Jersey | | | 1975/2006 | | | 1990 | | | 1,040,000 | |
100% | | Desert Sky Mall Phoenix, Arizona | | | 1981/2002 | | | 2007 | | | 890,000 | |
100% | | Eastland Mall(4) Evansville, Indiana | | | 1978/1998 | | | 1996 | | | 1,042,000 | |
100% | | Fashion Outlets of Niagara Falls USA Niagara Falls, New York | | | 1982/2011 | | | 2009 | | | 530,000 | |
100% | | Fiesta Mall Mesa, Arizona | | | 1979/2004 | | | 2009 | | | 933,000 | |
100% | | Flagstaff Mall Flagstaff, Arizona | | | 1979/2002 | | | 2007 | | | 347,000 | |
100% | | FlatIron Crossing(5) Broomfield, Colorado | | | 2000/2002 | | | 2009 | | | 1,443,000 | |
50.1% | | Freehold Raceway Mall Freehold, New Jersey | | | 1990/2005 | | | 2007 | | | 1,675,000 | |
100% | | Fresno Fashion Fair Fresno, California | | | 1970/1996 | | | 2006 | | | 962,000 | |
100% | | Great Northern Mall Clay, New York | | | 1988/2005 | | | — | | | 894,000 | |
100% | | Green Tree Mall Clarksville, Indiana | | | 1968/1975 | | | 2005 | | | 793,000 | |
100% | | Kings Plaza Brooklyn, New York | | | 1971/2012 | | | 2002 | | | 1,198,000 | |
100% | | La Cumbre Plaza(4) Santa Barbara, California | | | 1967/2004 | | | 1989 | | | 494,000 | |
100% | | Lake Square Mall Leesburg, Florida | | | 1980/1998 | | | 1995 | | | 559,000 | |
100% | | Northgate Mall San Rafael, California | | | 1964/1986 | | | 2010 | | | 721,000 | |
100% | | NorthPark Mall Davenport, Iowa | | | 1973/1998 | | | 2001 | | | 1,071,000 | |
100% | | Northridge Mall Salinas, California | | | 1972/2003 | | | 1994 | | | 890,000 | |
100% | | Oaks, The Thousand Oaks, California | | | 1978/2002 | | | 2009 | | | 1,136,000 | |
18
The Macerich Company
Property Listing
December 31, 2012
| | | | | | | | | | | | |
Company's Ownership(1) | | Name of Center/Location | | Year of Original Construction/ Acquisition | | Year of Most Recent Expansion/ Renovation | | Total GLA(2) | |
---|
100% | | Pacific View Ventura, California | | | 1965/1996 | | | 2001 | | | 1,017,000 | |
100% | | Paradise Valley Mall Phoenix, Arizona | | | 1979/2002 | | | 2009 | | | 1,146,000 | |
100% | | Rimrock Mall Billings, Montana | | | 1978/1996 | | | 1999 | | | 603,000 | |
100% | | Rotterdam Square Schenectady, New York | | | 1980/2005 | | | 1990 | | | 585,000 | |
100% | | Salisbury, Centre at Salisbury, Maryland | | | 1990/1995 | | | 2005 | | | 862,000 | |
100% | | Santa Monica Place Santa Monica, California | | | 1980/1999 | | | 2010 | | | 471,000 | |
84.9% | | SanTan Village Regional Center Gilbert, Arizona | | | 2007/— | | | 2009 | | | 991,000 | |
100% | | Somersville Towne Center Antioch, California | | | 1966/1986 | | | 2004 | | | 349,000 | |
100% | | SouthPark Mall Moline, Illinois | | | 1974/1998 | | | 1990 | | | 1,010,000 | |
100% | | South Plains Mall Lubbock, Texas | | | 1972/1998 | | | 1995 | | | 1,131,000 | |
100% | | South Towne Center Sandy, Utah | | | 1987/1997 | | | 1997 | | | 1,276,000 | |
100% | | Towne Mall Elizabethtown, Kentucky | | | 1985/2005 | | | 1989 | | | 352,000 | |
100% | | Tucson La Encantada Tucson, Arizona | | | 2002/2002 | | | 2005 | | | 242,000 | |
100% | | Twenty Ninth Street(4) Boulder, Colorado | | | 1963/1979 | | | 2007 | | | 841,000 | |
100% | | Valley Mall Harrisonburg, Virginia | | | 1978/1998 | | | 1992 | | | 504,000 | |
100% | | Valley River Center Eugene, Oregon | | | 1969/2006 | | | 2007 | | | 899,000 | |
100% | | Victor Valley, Mall of Victorville, California | | | 1986/2004 | | | 2012 | | | 544,000 | |
100% | | Vintage Faire Mall Modesto, California | | | 1977/1996 | | | 2008 | | | 1,127,000 | |
100% | | Westside Pavilion Los Angeles, California | | | 1985/1998 | | | 2007 | | | 754,000 | |
100% | | Wilton Mall Saratoga Springs, New York | | | 1990/2005 | | | 1998 | | | 736,000 | |
| | | | | | | | | | | |
| | Total Consolidated Centers | | | | | | 37,468,000 | |
| | | | | | | | | | | |
UNCONSOLIDATED JOINT VENTURE CENTERS (VARIOUS PARTNERS): | |
50% | | Biltmore Fashion Park Phoenix, Arizona | | | 1963/2003 | | | 2006 | | | 529,000 | |
50% | | Broadway Plaza(4) Walnut Creek, California | | | 1951/1985 | | | 1994 | | | 775,000 | |
51% | | Cascade Mall Burlington, Washington | | | 1989/1999 | | | 1998 | | | 595,000 | |
50.1% | | Corte Madera, Village at Corte Madera, California | | | 1985/1998 | | | 2005 | | | 440,000 | |
19
The Macerich Company
Property Listing
December 31, 2012
| | | | | | | | | | | | |
Company's Ownership(1) | | Name of Center/Location | | Year of Original Construction/ Acquisition | | Year of Most Recent Expansion/ Renovation | | Total GLA(2) | |
---|
50% | | Inland Center(4) San Bernardino, California | | | 1966/2004 | | | 2004 | | | 933,000 | |
50% | | Kierland Commons Scottsdale, Arizona | | | 1999/2005 | | | 2003 | | | 433,000 | |
51% | | Kitsap Mall Silverdale, Washington | | | 1985/1999 | | | 1997 | | | 846,000 | |
51% | | Lakewood Center Lakewood, California | | | 1953/1975 | | | 2008 | | | 2,079,000 | |
51% | | Los Cerritos Center Cerritos, California | | | 1971/1999 | | | 2010 | | | 1,305,000 | |
50% | | North Bridge, The Shops at(4) Chicago, Illinois | | | 1998/2008 | | | — | | | 682,000 | |
51% | | Queens Center(4) Queens, New York | | | 1973/1995 | | | 2004 | | | 967,000 | |
50% | | Ridgmar Fort Worth, Texas | | | 1976/2005 | | | 2000 | | | 1,273,000 | |
50% | | Scottsdale Fashion Square Scottsdale, Arizona | | | 1961/2002 | | | 2009 | | | 1,807,000 | |
51% | | Stonewood Center(4) Downey, California | | | 1953/1997 | | | 1991 | | | 928,000 | |
66.7% | | Superstition Springs Center(4) Mesa, Arizona | | | 1990/2002 | | | 2002 | | | 1,207,000 | |
50% | | Tysons Corner Center(4) McLean, Virginia | | | 1968/2005 | | | 2005 | | | 1,991,000 | |
51% | | Washington Square Portland, Oregon | | | 1974/1999 | | | 2005 | | | 1,454,000 | |
19% | | West Acres Fargo, North Dakota | | | 1972/1986 | | | 2001 | | | 977,000 | |
| | | | | | | | | | | |
| | Total Unconsolidated Joint Venture Centers (Various Partners) | | | 19,221,000 | |
| | | | | | | | | | | |
| | Total Regional Shopping Centers | | | | | | 56,689,000 | |
| | | | | | | | | | | |
COMMUNITY / POWER CENTERS: | | | | |
50% | | Boulevard Shops(7) Chandler, Arizona | | | 2001/2002 | | | 2004 | | | 185,000 | |
73.2% | | Camelback Colonnade(7) Phoenix, Arizona | | | 1961/2002 | | | 1994 | | | 621,000 | |
39.7% | | Estrella Falls, The Market at(7) Goodyear, Arizona | | | 2009/— | | | 2009 | | | 238,000 | |
100% | | Flagstaff Mall, The Marketplace at(4)(6) Flagstaff, Arizona | | | 2007/— | | | — | | | 268,000 | |
100% | | Panorama Mall(6) Panorama, California | | | 1955/1979 | | | 2005 | | | 313,000 | |
51.3% | | Promenade at Casa Grande(6) Casa Grande, Arizona | | | 2007/— | | | 2009 | | | 934,000 | |
51% | | Redmond Town Center(4)(7) Redmond, Washington | | | 1997/1999 | | | 2004 | | | 695,000 | |
| | | | | | | | | | | |
| | Total Community / Power Centers | | | 3,254,000 | |
| | | | | | | | | | | |
| | Total before Centers under redevelopment and other assets | | | 59,943,000 | |
| | | | | | | | | | | |
20
The Macerich Company
Property Listing
December 31, 2012
| | | | | | | | | | | | |
Company's Ownership(1) | | Name of Center/Location | | Year of Original Construction/ Acquisition | | Year of Most Recent Expansion/ Renovation | | Total GLA(2) | |
---|
COMMUNITY / POWER CENTERS UNDER REDEVELOPMENT: | | | | |
50% | | Atlas Park, The Shops at(7) Queens, New York | | | 2006/2011 | | | — | | | 377,000 | |
100% | | SouthRidge Mall(6) Des Moines, Iowa | | | 1975/1998 | | | 1998 | | | 804,000 | |
| | | | | | | | | | | |
| | Total Centers under Redevelopment | | | 1,181,000 | |
| | | | | | | | | | | |
OTHER ASSETS: | | | | | | | |
100% | | Various(6)(8) | | | | | | | | | 1,078,000 | |
100% | | 500 North Michigan Avenue(6) Chicago, Illinois | | | | | | | | | 327,000 | |
100% | | Paradise Village Ground Leases(6) Phoenix, Arizona | | | | | | | | | 58,000 | |
100% | | Paradise Village Office Park II(6) Phoenix, Arizona | | | | | | | | | 46,000 | |
51% | | Redmond Town Center-Office(7) Redmond, Washington | | | | | | | | | 582,000 | |
50% | | Scottsdale Fashion Square-Office(7) Scottsdale, Arizona | | | | | | | | | 123,000 | |
50% | | Tysons Corner Center-Office(4)(7) McLean, Virginia | | | | | | | | | 163,000 | |
30% | | Wilshire Boulevard(7) Santa Monica, California | | | | | | | | | 40,000 | |
| | | | | | | | | | | |
| | Total Other Assets | | | | | | 2,417,000 | |
| | | | | | | | | | | |
| | Grand Total at December 31, 2012 | | | | | | 63,541,000 | |
| | | | | | | | | | | |
2013 ACQUISITION CENTER: | | | | | | | |
100% | | Green Acres Mall(9)(4) Valley Stream, New York | | | | | | | | | 1,800,000 | |
| | | | | | | | | | | |
| | Grand Total | | | | | | 65,341,000 | |
| | | | | | | | | | | |
- (1)
- The Company's ownership interest in this table reflects its legal ownership interest. See Footnote (1) on page 23 regarding the legal versus economic ownership of joint venture entities.
- (2)
- Includes GLA attributable to Anchors (whether owned or non-owned) and Mall and Freestanding Stores as of December 31, 2012.
- (3)
- On October 26, 2012, the Company acquired the remaining 33.3% ownership interest in Arrowhead Towne Center resulting in 100% ownership.
- (4)
- Portions of the land on which the Center is situated are subject to one or more long-term ground leases. With respect to 57 Centers, the underlying land controlled by the Company is owned in fee entirely by the Company, or, in the case of jointly-owned Centers, by the joint venture property partnership or limited liability company.
- (5)
- On October 3, 2012, the Company acquired the remaining 75% interest in FlatIron Crossing resulting in 100% ownership.
- (6)
- Included in Consolidated Centers.
- (7)
- Included in Unconsolidated Joint Venture Centers.
- (8)
- The Company owns a portfolio of 14 stores located at shopping centers not owned by the Company. Of these 14 stores, four have been leased to Forever 21, one has been leased to Kohl's, one has been leased to
21
The Macerich Company
Property Listing
December 31, 2012
Burlington Coat Factory, one has been leased to Cabela's, three have been leased for non-Anchor usage and the remaining four locations are vacant. The Company is currently seeking replacement tenants for these vacant sites. With respect to nine of the 14 stores, the underlying land is owned in fee entirely by the Company. With respect to the remaining five stores, the underlying land is owned by third parties and leased to the Company pursuant to long-term building or ground leases.
- (9)
- On January 24, 2013, the Company acquired Green Acres Mall, a 1.8 million square foot super regional mall. Including Green Acres Mall, the Company owned or had an ownership interest in 62 regional shopping centers and nine community/power centers aggregating approximately 65 million square feet of GLA.
22
JOINT VENTURE LIST
The following table sets forth certain information regarding the Centers and other operating properties that are not wholly-owned by the Company. Fashion Outlets of Chicago has been included in the table since it is anticipated to begin operations in 2013. This list of properties includes unconsolidated joint ventures, consolidated joint ventures, and co-venture arrangements. The percentages shown are the effective legal ownership and economic ownership interests of the Company as of December 31, 2012.
| | | | | | | | | | | | |
| |
---|
PROPERTIES | | 12/31/2012 Legal Ownership(1) | | 12/31/2012 Economic Ownership(2) | | JOINT VENTURE | | 12/31/2012
Total GLA(3) | |
---|
ATLAS PARK, THE SHOPS AT | | | 50 | % | | 50 | % | WMAP, L.L.C. | | | 377,000 | |
BILTMORE FASHION PARK | | | 50 | % | | 50 | % | Biltmore Shopping Center Partners LLC | | | 529,000 | |
BOULEVARD SHOPS | | | 50 | % | | 50 | % | Propcor II Associates, LLC | | | 185,000 | |
BROADWAY PLAZA | | | 50 | % | | 50 | % | Macerich Northwestern Associates | | | 775,000 | |
CAMELBACK COLONNADE | | | 73.2 | % | | 73.2 | % | Camelback Colonnade Associates LP | | | 621,000 | |
CASCADE MALL | | | 51 | % | | 51 | % | Pacific Premier Retail LP | | | 595,000 | |
CHANDLER FASHION CENTER(4) | | | 50.1 | % | | 50.1 | % | Freehold Chandler Holdings LP | | | 1,323,000 | |
CORTE MADERA, VILLAGE AT | | | 50.1 | % | | 50.1 | % | Corte Madera Village, LLC | | | 440,000 | |
ESTRELLA FALLS, THE MARKET AT(5) | | | 39.7 | % | | 39.7 | % | The Market at Estrella Falls LLC | | | 238,000 | |
FASHION OUTLETS OF CHICAGO(6) | | | 60 | % | | 60 | % | Fashion Outlets of Chicago LLC | | | | |
FREEHOLD RACEWAY MALL(4) | | | 50.1 | % | | 50.1 | % | Freehold Chandler Holdings LP | | | 1,675,000 | |
INLAND CENTER | | | 50 | % | | 50 | % | WM Inland LP | | | 933,000 | |
KIERLAND COMMONS | | | 50 | % | | 50 | % | Kierland Commons Investment LLC | | | 433,000 | |
KITSAP MALL | | | 51 | % | | 51 | % | Pacific Premier Retail LP | | | 846,000 | |
LAKEWOOD CENTER | | | 51 | % | | 51 | % | Pacific Premier Retail LP | | | 2,079,000 | |
LOS CERRITOS CENTER | | | 51 | % | | 51 | % | Pacific Premier Retail LP | | | 1,305,000 | |
NORTH BRIDGE, THE SHOPS AT | | | 50 | % | | 50 | % | North Bridge Chicago LLC | | | 682,000 | |
PROMENADE AT CASA GRANDE(5) | | | 51.3 | % | | 51.3 | % | WP Casa Grande Retail LLC | | | 934,000 | |
QUEENS CENTER | | | 51 | % | | 51 | % | Queens JV LP | | | 967,000 | |
REDMOND TOWN CENTER | | | 51 | % | | 51 | % | Pacific Premier Retail LP | | | 695,000 | |
REDMOND TOWN CENTER-OFFICE | | | 51 | % | | 51 | % | Pacific Premier Retail LP | | | 582,000 | |
RIDGMAR | | | 50 | % | | 50 | % | WM Ridgmar, L.P. | | | 1,273,000 | |
SANTAN VILLAGE REGIONAL CENTER(7) | | | 84.9 | % | | 84.9 | % | Westcor SanTan Village LLC | | | 991,000 | |
SCOTTSDALE FASHION SQUARE | | | 50 | % | | 50 | % | Scottsdale Fashion Square Partnership | | | 1,807,000 | |
SCOTTSDALE FASHION SQUARE-OFFICE | | | 50 | % | | 50 | % | Scottsdale Fashion Square Partnership | | | 123,000 | |
STONEWOOD CENTER | | | 51 | % | | 51 | % | Pacific Premier Retail LP | | | 928,000 | |
SUPERSTITION SPRINGS CENTER | | | 66.7 | % | | 66.7 | % | East Mesa Mall, L.L.C. | | | 1,207,000 | |
TYSONS CORNER CENTER | | | 50 | % | | 50 | % | Tysons Corner LLC | | | 1,991,000 | |
TYSONS CORNER CENTER-OFFICE | | | 50 | % | | 50 | % | Tysons Corner Property LLC | | | 163,000 | |
WASHINGTON SQUARE | | | 51 | % | | 51 | % | Pacific Premier Retail LP | | | 1,454,000 | |
WEST ACRES | | | 19 | % | | 19 | % | West Acres Development, LLP | | | 977,000 | |
WILSHIRE BOULEVARD | | | 30 | % | | 30 | % | Wilshire Building—Tenants in Common | | | 40,000 | |
- (1)
- This column reflects the Company's legal ownership in the listed properties as of December 31, 2012.
Legal ownership may, at times, not equal the Company's economic interest in the listed properties because of various provisions in certain joint venture agreements regarding distributions of cash flow based on capital account balances, allocations of profits and losses and payments of preferred returns. As a result, the Company's actual economic interest (as distinct from its legal ownership interest) in certain of the properties could fluctuate from time to time and may not wholly align with its legal ownership interests. Substantially all of the Company's joint venture agreements contain rights of first refusal, buy-sell provisions, exit rights, default dilution remedies and/or other break up provisions or remedies which are customary in real estate joint venture agreements and which may, positively or negatively, affect the ultimate realization of cash flow and/or capital or liquidation proceeds.
23
- (2)
- Economic ownership represents the allocation of cash flow to the Company as of December 31, 2012, except as noted below. In cases where the Company receives a current cash distribution greater than its legal ownership percentage due to a capital account greater than its legal ownership percentage, only the legal ownership percentage is shown in this column. The Company's economic ownership of these properties may fluctuate based on a number of factors, including mortgage refinancings, partnership capital contributions and distributions, and proceeds and gains or losses from asset sales, and the matters set forth in the preceding paragraph.
- (3)
- Includes GLA attributable to Anchors (whether owned or non-owned) and Mall and Freestanding Stores as of December 31, 2012.
- (4)
- The joint venture entity was formed in September 2009. Upon liquidation of the partnership, distributions are made in the following order: to the third-party partner until it receives a 13% internal rate of return on its aggregate unreturned capital contributions; to the Company until it receives a 13% internal rate of return on its aggregate unreturned capital contributions; and, thereafter, 35% to the third-party partner and 65% to the Company.
- (5)
- Columns 1 and 2 reflect the Company's indirect ownership interest in the property owner. The Company and a third-party partner are each members of a joint venture (the "MW Joint Venture") which, in turn, is a member in the joint venture that owns the property. Cash flow distributions for the MW Joint Venture are made in accordance with the members' relative capital accounts until the members have received distributions equal to their capital accounts, and thereafter in accordance with the members' relative legal ownership percentages. In addition, the Company has executed a joint and several guaranty of the mortgage for the property with its third-party partner. The Company may incur liabilities under such guaranty greater than its legal ownership percentage.
- (6)
- Fashion Outlets of Chicago is currently under construction and anticipated to open in August 2013. After the third anniversary of substantial completion of the development, the Company in its sole discretion may elect to purchase the interest of the other member based on a net operating income formula using a 6.5% capitalization rate, less any unpaid debt on the property. In addition, the Company has executed a guaranty of the mortgage for the property. The Company may incur liabilities under such guaranty greater than its legal ownership percentage.
- (7)
- Cash flow is distributed to the members pro rata based on the members' relative capital accounts until such accounts are returned in full, and then by legal ownership percentages. In addition, the Company has executed a guaranty of the mortgage for the property. The Company may incur liabilities under such guaranty greater than its legal ownership percentage.
24
The Macerich Company
Supplemental Financial and Operating Information (unaudited)
Debt Summary (at Company's pro rata share)
| | | | | | | | | | |
| |
| |
---|
| | As of December 31, 2012 | |
---|
| | Fixed Rate | | Floating Rate | | Total | |
---|
| | dollars in thousands
| |
---|
Consolidated debt | | $ | 3,507,401 | | $ | 1,477,522 | | $ | 4,984,923 | |
Unconsolidated debt | | | 1,457,302 | | | 178,282 | | | 1,635,584 | |
| | | | | | | |
Total debt | | $ | 4,964,703 | | $ | 1,655,804 | | $ | 6,620,507 | |
Weighted average interest rate | | | 4.69 | % | | 3.08 | % | | 4.29 | % |
25
The Macerich Company
Supplemental Financial and Operating Information (Unaudited)
Outstanding Debt by Maturity Date
| | | | | | | | | | | | | | | | |
| |
| |
---|
| | As of December 31, 2012 | |
---|
Center/Entity (dollars in thousands) | | Maturity Date | | Effective Interest Rate(a) | | Fixed | | Floating | | Total Debt Balance(a) | |
---|
I. Consolidated Assets: | | | | | | | | | | | | | | | | |
Greeley—Defeasance | | | 09/01/13 | | | 6.34 | % | $ | 24,027 | | $ | — | | $ | 24,027 | |
Great Northern Mall | | | 12/01/13 | | | 5.19 | % | | 36,395 | | | — | | | 36,395 | |
FlatIron Crossing | | | 12/01/13 | | | 1.96 | % | | 173,561 | | | — | | | 173,561 | |
Fiesta Mall | | | 01/01/15 | | | 4.98 | % | | 84,000 | | | — | | | 84,000 | |
South Plains Mall | | | 04/11/15 | | | 6.57 | % | | 101,340 | | | — | | | 101,340 | |
Fresno Fashion Fair | | | 08/01/15 | | | 6.76 | % | | 161,203 | | | — | | | 161,203 | |
Flagstaff Mall | | | 11/01/15 | | | 5.03 | % | | 37,000 | | | — | | | 37,000 | |
South Towne Center | | | 11/05/15 | | | 6.39 | % | | 85,247 | | | — | | | 85,247 | |
Valley River Center | | | 02/01/16 | | | 5.59 | % | | 120,000 | | | — | | | 120,000 | |
Salisbury, Center at | | | 05/01/16 | | | 5.83 | % | | 115,000 | | | — | | | 115,000 | |
Eastland Mall | | | 06/01/16 | | | 5.79 | % | | 168,000 | | | — | | | 168,000 | |
Valley Mall | | | 06/01/16 | | | 5.85 | % | | 42,891 | | | — | | | 42,891 | |
Deptford Mall | | | 06/01/16 | | | 6.46 | % | | 14,800 | | | — | | | 14,800 | |
Freehold Raceway Mall(b) | | | 01/01/18 | | | 4.20 | % | | 116,683 | | | — | | | 116,683 | |
Santa Monica Place | | | 01/03/18 | | | 2.99 | % | | 240,000 | | | — | | | 240,000 | |
Arrowhead Towne Center | | | 10/05/18 | | | 2.76 | % | | 243,176 | | | — | | | 243,176 | |
Chandler Fashion Center(b) | | | 07/01/19 | | | 3.77 | % | | 100,200 | | | — | | | 100,200 | |
Kings Plaza(c) | | | 12/03/19 | | | 3.67 | % | | 354,000 | | | — | | | 354,000 | |
Danbury Fair Mall | | | 10/01/20 | | | 5.53 | % | | 239,646 | | | — | | | 239,646 | |
Fashion Outlets of Niagara Falls USA | | | 10/06/20 | | | 4.89 | % | | 126,584 | | | — | | | 126,584 | |
Tucson La Encantada | | | 03/01/22 | | | 4.23 | % | | 74,185 | | | — | | | 74,185 | |
Pacific View | | | 04/01/22 | | | 4.08 | % | | 138,367 | | | — | | | 138,367 | |
Oaks, The | | | 06/05/22 | | | 4.14 | % | | 218,119 | | | — | | | 218,119 | |
Chesterfield Towne Center | | | 10/01/22 | | | 4.80 | % | | 110,000 | | | — | | | 110,000 | |
Westside Pavilion | | | 10/01/22 | | | 4.49 | % | | 154,608 | | | — | | | 154,608 | |
Towne Mall | | | 11/01/22 | | | 4.48 | % | | 23,369 | | | — | | | 23,369 | |
Deptford Mall | | | 04/03/23 | | | 3.76 | % | | 205,000 | | | — | | | 205,000 | |
| | | | | | | | | | | | |
Total Fixed Rate Debt for Consolidated Assets | | | | | | 4.46 | % | $ | 3,507,401 | | $ | — | | $ | 3,507,401 | |
| | | | | | | | | | | | |
SanTan Village Regional Center(d) | | | 06/13/13 | | | 2.61 | % | $ | — | | $ | 117,222 | | $ | 117,222 | |
Wilton Mall | | | 08/01/13 | | | 1.22 | % | | — | | | 40,000 | | | 40,000 | |
Promenade at Casa Grande(e) | | | 12/30/13 | | | 5.21 | % | | — | | | 37,801 | | | 37,801 | |
Paradise Valley Mall(f) | | | 08/31/14 | | | 6.30 | % | | — | | | 81,000 | | | 81,000 | |
Victor Valley, Mall of | | | 11/06/14 | | | 2.12 | % | | — | | | 90,000 | | | 90,000 | |
Vintage Faire Mall | | | 04/27/15 | | | 3.51 | % | | — | | | 135,000 | | | 135,000 | |
Twenty Ninth Street | | | 01/18/16 | | | 3.04 | % | | — | | | 107,000 | | | 107,000 | |
The Macerich Partnership L.P.—Line of Credit(f) | | | 05/02/16 | | | 2.75 | % | | — | | | 675,000 | | | 675,000 | |
Northgate Mall(f) | | | 03/01/17 | | | 3.09 | % | | — | | | 64,000 | | | 64,000 | |
Fashion Outlets of Chicago(f)(g) | | | 03/05/17 | | | 3.00 | % | | — | | | 5,499 | | | 5,499 | |
The Macerich Partnership L.P.—Term Loan | | | 12/08/18 | | | 2.56 | % | | — | | | 125,000 | | | 125,000 | |
| | | | | | | | | | | | |
Total Floating Rate Debt for Consolidated Assets | | | | | | 3.01 | % | $ | — | | $ | 1,477,522 | | $ | 1,477,522 | |
| | | | | | | | | | | | |
Total Debt for Consolidated Assets | | | | | | 4.03 | % | $ | 3,507,401 | | $ | 1,477,522 | | $ | 4,984,923 | |
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26
The Macerich Company
Supplemental Financial and Operating Information (Unaudited)
Outstanding Debt by Maturity Date
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| | As of December 31, 2012 | |
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Center/Entity (dollars in thousands) | | Maturity Date | | Effective Interest Rate(a) | | Fixed | | Floating | | Total Debt Balance(a) | |
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II. Unconsolidated Assets (At Company's pro rata share): | | | | | | | | | | | | | | | | |
Kierland Commons (50%)(h) | | | 01/02/13 | | | 5.74 | % | $ | 35,072 | | $ | — | | $ | 35,072 | |
Scottsdale Fashion Square (50%) | | | 07/08/13 | | | 5.66 | % | | 275,000 | | | — | | | 275,000 | |
Tysons Corner Center (50%) | | | 02/17/14 | | | 4.78 | % | | 151,453 | | | — | | | 151,453 | |
Biltmore Fashion Park (50%) | | | 10/01/14 | | | 8.25 | % | | 29,259 | | | — | | | 29,259 | |
Lakewood Center (51%) | | | 06/01/15 | | | 5.43 | % | | 127,500 | | | — | | | 127,500 | |
Broadway Plaza (50%) | | | 08/15/15 | | | 6.12 | % | | 70,661 | | | — | | | 70,661 | |
Camelback Colonnade (73.2%) | | | 10/12/15 | | | 4.82 | % | | 35,250 | | | — | | | 35,250 | |
Washington Square (51%) | | | 01/01/16 | | | 6.04 | % | | 120,794 | | | — | | | 120,794 | |
North Bridge, The Shops at (50%) | | | 06/15/16 | | | 7.52 | % | | 98,860 | | | — | | | 98,860 | |
West Acres (19%) | | | 10/01/16 | | | 6.41 | % | | 11,671 | | | — | | | 11,671 | |
Corte Madera, Village at (50.1%) | | | 11/01/16 | | | 7.27 | % | | 38,776 | | | — | | | 38,776 | |
Stonewood Center (51%) | | | 11/01/17 | | | 4.67 | % | | 55,541 | | | — | | | 55,541 | |
Los Cerritos Center (51%) | | | 07/01/18 | | | 4.50 | % | | 99,774 | | | — | | | 99,774 | |
Queens Center (51%) | | | 01/01/25 | | | 3.65 | % | | 306,000 | | | — | | | 306,000 | |
Wilshire Boulevard (30%) | | | 01/01/33 | | | 6.35 | % | | 1,691 | | | — | | | 1,691 | |
| | | | | | | | | | | | |
Total Fixed Rate Debt for Unconsolidated Assets | | | | | | 5.27 | % | $ | 1,457,302 | | $ | — | | $ | 1,457,302 | |
| | | | | | | | | | | | |
Pacific Premier Retail Trust (51%) | | | 11/03/13 | | | 4.98 | % | $ | — | | $ | 58,650 | | $ | 58,650 | |
Boulevard Shops (50%) | | | 12/16/13 | | | 3.26 | % | | — | | | 10,327 | | | 10,327 | |
Estrella Falls, The Market at (39.7%) | | | 06/01/15 | | | 3.17 | % | | — | | | 13,305 | | | 13,305 | |
Inland Center (50%) | | | 04/01/16 | | | 3.46 | % | | — | | | 25,000 | | | 25,000 | |
Superstition Springs Center (66.7%) | | | 10/28/16 | | | 2.82 | % | | — | | | 45,000 | | | 45,000 | |
Ridgmar (50%) | | | 04/11/17 | | | 2.96 | % | | — | | | 26,000 | | | 26,000 | |
| | | | | | | | | | | | |
Total Floating Rate Debt for Unconsolidated Assets | | | | | | 3.69 | % | $ | — | | $ | 178,282 | | $ | 178,282 | |
| | | | | | | | | | | | |
Total Debt for Unconsolidated Assets | | | | | | 5.10 | % | $ | 1,457,302 | | $ | 178,282 | | $ | 1,635,584 | |
| | | | | | | | | | | | |
Total Debt | | | | | | 4.29 | % | $ | 4,964,703 | | $ | 1,655,804 | | $ | 6,620,507 | |
| | | | | | | | | | | | |
Percentage to Total | | | | | | | | | 74.99 | % | | 25.01 | % | | 100.00 | % |
- (a)
- The debt balances include the unamortized debt premiums/discounts. Debt premiums/discounts represent the excess of the fair value of debt over the principal value of debt assumed in various acquisitions and are amortized into interest expense over the remaining term of the related debt in a manner that approximates the effective interest method. The annual interest rate in the above table represents the effective interest rate, including the debt premiums/discounts and loan financing costs.
- (b)
- This property is owned by a consolidated joint venture. The above debt balance represents the Company's pro rata share of 50.1%.
- (c)
- On January 3, 2013, the Company exercised an option to borrow an additional $146 million on the loan.
- (d)
- This property is owned by a consolidated joint venture. The above debt balance represents the Company's pro rata share of 84.9%.
- (e)
- This property is owned by a consolidated joint venture. The above debt balance represents the Company's pro rata share of 51.3%.
- (f)
- The maturity date assumes that all such extension options are fully exercised and that the Company and/or its affiliates do not opt to refinance the debt prior to these dates.
- (g)
- This property is owned by a consolidated joint venture. The above debt balance represents the Company's pro rata share of 60.0%. This loan is guaranteed by the Company and its partner.
- (h)
- On January 2, 2013, the joint venture replaced the existing loan with a new $135 million loan that bears interest at LIBOR plus 1.90% and matures on January 2, 2018, including two one-year extension options.
27
The Macerich Company
Corporate Information
Stock Exchange Listing
New York Stock Exchange
Symbol: MAC
The following table shows high and low sales prices per share of common stock during each quarter in 2012 and 2011 and dividends per share of common stock declared and paid by quarter:
| | | | | | | | | | |
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| | Market Quotation per Share | | Dividends | |
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Quarter Ended: | | High | | Low | | Declared and Paid | |
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March 31, 2012 | | $ | 58.08 | | $ | 49.67 | | $ | 0.55 | |
June 30, 2012 | | $ | 62.83 | | $ | 54.37 | | $ | 0.55 | |
September 30, 2012 | | $ | 61.80 | | $ | 56.02 | | $ | 0.55 | |
December 31, 2012 | | $ | 60.03 | | $ | 54.32 | | $ | 0.58 | |
March 31, 2011 | | $ | 50.80 | | $ | 45.69 | | $ | 0.50 | |
June 30, 2011 | | $ | 54.65 | | $ | 47.32 | | $ | 0.50 | |
September 30, 2011 | | $ | 56.50 | | $ | 41.96 | | $ | 0.50 | |
December 31, 2011 | | $ | 51.30 | | $ | 38.64 | | $ | 0.55 | |
Dividend Reinvestment Plan
Stockholders may automatically reinvest their dividends in additional common stock of the Company through the Direct Investment Program, which also provides for purchase by voluntary cash contributions. For additional information, please contact Computershare Trust Company, N.A. at 877-373-6374.
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Corporate Headquarters The Macerich Company 401 Wilshire Boulevard, Suite 700 Santa Monica, California 90401 310-394-6000 www.macerich.com | | Transfer Agent Computershare Trust Company, N.A. P.O. Box 43078 Providence, Rhode Island 02940-3078 877-373-6374 www.computershare.com | | |
Macerich Website
For an electronic version of our annual report, our SEC Filings and documents relating to Corporate Governance, please visit www.macerich.com.
Investor Relations
Jean Wood
Vice President, Investor Relations
Phone: 310-899-6366
jean.wood@macerich.com
28
QuickLinks
The Macerich Company Supplemental Financial and Operating Information Table of ContentsThe Macerich Company Supplemental Financial and Operating Information OverviewThe Macerich Company Supplemental Financial and Operating Information (unaudited) Capital Information and Market CapitalizationThe Macerich Company Supplemental Financial and Operating Information (unaudited) Changes in Total Common and Equivalent Shares/UnitsThe Macerich Company Unaudited Pro Rata Statement of Operations (Dollars in thousands)The Macerich Company Unaudited Pro Rata Statement of Operations (Dollars in thousands)Notes to Unaudited Pro Rata Statements of OperationsThe Macerich Company Unaudited Pro Rata Balance Sheet (Dollars in thousands)The Macerich Company Supplemental Financial and Operating Information (unaudited) Supplemental FFO Information(a)The Macerich Company Supplemental Financial and Operating Information (unaudited) Capital ExpendituresThe Macerich Company Supplemental Financial and Operating Information (unaudited) Sales Per Square Foot(a)The Macerich Company Sales per square foot by Property Ranking (Unaudited)The Macerich Company Supplemental Financial and Operating Information (unaudited) Occupancy(a)The Macerich Company Supplemental Financial and Operating Information (unaudited) Average Base Rent Per Square Foot(a)The Macerich Company Supplemental Financial and Operating Information (unaudited) Cost of OccupancyThe Macerich Company Percentage of Net Operating Income by StateThe Macerich Company Property Listing December 31, 2012JOINT VENTURE LISTThe Macerich Company Supplemental Financial and Operating Information (unaudited) Debt Summary (at Company's pro rata share)The Macerich Company Supplemental Financial and Operating Information (Unaudited) Outstanding Debt by Maturity DateThe Macerich Company Corporate Information