SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
_________
FORM 8-K/A
AMENDMENT NO. 1
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) February 3, 1997
(November 30, 1996)
THE MACERICH COMPANY
(Exact Name of Registrant as Specified in Charter)
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Maryland 1-12504 95-4448705
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
233 Wilshire Boulevard, Suite 700, Santa Monica, CA 90401
(Address of Principal Executive Offices)
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Registrant's telephone number, including area code (310) 394-6911)
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N/A
(Former Name or Former Address, if Changed Since Last Report)
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1
This Form 8-K/A, Amendment No. 1, is being filed for the purpose of filing
the financial statements and pro forma financial information required by Item 7
with respect to the Current Report on Form 8-K filed by the registrant on
December 30, 1996 regarding the acquisition of Vintage Faire Mall and Rimrock
Mall (the "Hahn Acquisition").
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
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(a) Financial Statement of Business Acquired.
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VINTAGE FAIRE MALL AND RIMROCK MALL
Report of Independent Accountants F-1
Statement of Revenues and Certain Expenses for the year
ended December 31, 1995 (audited) F-2
Notes to Financial Statements F-3 to F-4
(b) Pro Forma Financial Information (Unaudited).
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Condensed Combined Statement of Income forthe year
ended December 31, 1995 F-5
Condensed Combined Statement of Operations for the
nine months ended September 30, 1996.The pro forma
financial information reflects information prior to
and after the Hahn Acquisition F-6
Condensed Combined Balance Sheet for the nine months
ended September 30, 1996 of the Registrant.
(The pro forma financial information reflects information
prior to and after the Hahn Acquisition) F-7
2
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
The Macerich Company has duly caused this report to be signed on its behalf
by the undersigned, hereunto duly authorized,in the City of Santa Monica,
State of California, on February 4, 1997.
THE MACERICH COMPANY
By: /s/Thoms E. O'Hern
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Thomas E. O'Hern
Senior Vice President and
Chief Financial Officer
3
VINTAGE FAIRE ASSOCIATES
(a California Limited Partnership)
and
BILLINGS ASSOCIATES
(a Montana Limited Partnership)
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REPORT OF AUDITED COMBINED STATEMENT OF
CERTAIN REVENUES AND CERTAIN EXPENSES
For the Year Ended December 31, 1995
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4
REPORT OF INDEPENDENT ACCOUNTANTS
To the Partners of
Macerich, Inc.
We have audited the accompanying combined Statement of Certain Revenues and
Certain Expenses (the "Statement") of Vintage Faire Associates (a California
limited partnership) and Billings Associates (a Montana limited partnership)
(the "Partnerships") for the year ended December 31, 1995. This Statement is
the responsibility of the Partnerships' management. Our responsibility is to
express an opinion on the Statement based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the Statement is free of material
misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the Statement. An audit also
includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall presentation of the
Statement. We believe that our audit provides a reasonable basis for our
opinion.
The accompanying Statement was prepared for the purpose of complying with the
rules and regulations of the Securities and Exchange Commission (for
inclusion in the Registration Statement on Form S-11 of Macerich, Inc.) and,
as described in Note 1, is not intended to be a complete presentation of the
Partnerships' revenues and expenses.
In our opinion, the Statement referred to above presents fairly, in all
material respects, certain combined revenues and certain combined expenses
described in Note 1 of the Partnerships for the year ended December 31, 1995,
in conformity with generally accepted accounting principles.
COOPERS & LYBRAND L.L.P.
San Diego, California
October 1, 1996
F-1
VINTAGE FAIRE ASSOCIATES
(a California Limited Partnership)
and
BILLINGS ASSOCIATES
(a Montana Limited Partnership)
COMBINED STATEMENT OF
CERTAIN REVENUES AND CERTAIN EXPENSES
For the Year Ended December 31, 1995
(Dollars in Thousands)
----------------
Nine Months
Year Ended Ended
December 31, September 30,
1995 1996
(unaudited)
Operating revenues:
Base rents $10,754 $ 8,364
Percentage rents 560 232
Expense reimbursements 4,505 3,637
Other income 430 464
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Total operating revenue 16,249 12,697
Direct operating expenses:
Repair and maintenance 2,781 2,627
Property taxes 1,278 796
Insurance 417 191
Promotion 145 35
Other 139 199
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Total direct operating expenses 4,760 3,848
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Net operating revenues $11,489 $ 8,849
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F-3
VINTAGE FAIRE ASSOCIATES
(a California Limited Partnership)
and
BILLINGS ASSOCIATES
(a Montana Limited Partnership)
NOTES TO COMBINED STATEMENT OF
CERTAIN REVENUES AND CERTAIN EXPENSES
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1. Summary of Significant Accounting Policies:
The following is a summary of certain significant accounting policies
followed in the preparation of the accompanying combined Statement of Certain
Revenues and Certain Expenses (the "Statement"). The Statement and notes are
representations of Vintage Faire Associates' and Billings Associates' (the
"Partnerships") management, which is responsible for its integrity and
objectivity.
Basis of Presentation
The Statement includes the combined operating revenues and direct operating
expenses of regional shopping centers owned by the Partnerships and operated
by Hahn Property Management Corporation ("HPMC"). The Shopping Centers are
intended to be acquired by Macerich, Inc. (the "Company") in a single
transaction.
The Statement is presented in conformity with Rule 3-14 of the Securities and
Exchange Commission. Accordingly, depreciation, interest and management fees
are not presented. General corporate overhead has not been allocated to the
Shopping Centers.
During the year ended December 31, 1995, the Partnerships purchased the
shopping centers' ground leases. Accordingly, ground rent expense for the
year has been excluded.
Business Activity
The Partnerships own, and Hahn Property Management Corporation, an affiliated
company, manage the regional shopping centers dba "Vintage Faire," located in
Modesto, California and dba "Rimrock Mall" located in Billings, Montana.
HPMC leases tenant space under noncancelable leases. The terms of the leases
vary with the tenants.
Revenue Recognition
Base Rental income attributable to leases is recorded when due from tenants.
Scheduled base rental increases are recorded on a straight-line basis and,
for the year ended December 31, 1995, totaled $581,000. Certain of the
leases provide for additional rental revenue (Percentage Rents) to be paid
based upon the level of sales achieved by the lessee. These Percentage Rents
are reflected on the accrual basis. The leases also typically provide for
tenant reimbursement of common area maintenance and other operating expenses,
which are included in the accompanying Statement as expense reimbursements.
F-4
VINTAGE FAIRE ASSOCIATES
(a California Limited Partnership)
and
BILLINGS ASSOCIATES
(a Montana Limited Partnership)
NOTES TO COMBINED STATEMENT OF
CERTAIN REVENUES AND CERTAIN EXPENSES
(Continued)
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1. Summary of Significant Accounting Policies, Continued:
Interim Financial Information (Unaudited)
The combined statement of certain revenues and certain expenses for the nine
months ended September 30, 1996 has been prepared on the same basis as the
audited combined statement of certain revenues and certain expenses and, in
the opinion of management, includes all adjustments consisting of only normal
recurring adjustments necessary for a fair presentation of certain combined
revenues and certain combined expenses in conformity with generally accepted
accounting principles. Results for the interim period are not necessarily
indicative of results to be expected for the full fiscal year.
2. Minimum Future Rentals:
Minimum future rental revenue for the five years subsequent to December 31,
1995 under noncancelable operating lease agreements are as follows (dollars
in thousands):
1996 $10,022
1997 9,973
1998 8,935
1999 8,685
2000 8,160
F-5
The following unaudited pro forma statement of operations has been prepared for
the year ended December 31, 1995. This statement gives effect to the
acquisition of Valley View Mall, Rimrock Mall and Vintage Faire Mall
("Acquisition Malls") as if the acquisitions were completed on January 1, 1995.
Valley View Mall was acquired on October 21, 1996 and the event was reported on
Form 8-K on October 30, 1996. This statement does not purport to be indicative
of the results of operations that actually would have resulted if the Registrant
had owned those malls those malls throughout the period presented. This
Statement should be read in conjunction with the financial statements and notes
thereto included elsewhere herein.
The Macerich Company
Unaudited Pro Forma
Condensed Combined Statement of Operations
(all amounts in thousands)
Pro Forma
Pro forma Adjustment- Pro Forma Results
Company results Adjustment Rimrock Mall & (Including the
for the year ended Valley View Mall Vintage Faire Mall Acquisition Malls)
December 31, 1995 Acquisition Acquisition December 31, 1995
(A)
Revenues:
Minimum Rents 69,253 8,109 10,754 88,116
Percentage Rents 4,814 297 560 5,671
Tenant Recoveries 26,961 5,793 4,505 37,259
Other 1,441 17 430 1,888
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Total revenues 102,469 14,216 16,249 132,934
Shopping Center Expenses 31,580 6,508 4,760 42,848
REIT general and
administrative expenses 2,011 0 0 2,011
Depreciation and amortization 25,749 1,673 (B) 2,273 (B) 29,695
Interest expense 25,531 6,211 (C) 6,807 (D) 38,549
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Net income (loss)
before minority interest
and uncombined
joint ventures and
management companies 17,598 (176) 2,409 19,831
Minority interest (D) (8,246) 74 (1,016) (9,188)
Income (loss) from
uncombined joint
ventures and
management companies 3,250 0 0 3,250
Extraordinary loss on early
extinguishment of debt (1,299) (1,299)
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Net income 11,303 (102) 1,393 12,594
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Net income per share $0.73 $0.81
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Weighted average number of
shares of common stock
outstanding 15,482 15,482
(A) This information should be read in conjunction with The Macerich
Company's (the "Company") report on Form 10-k for the period ended December
31, 1995.
(B) Depreciation on the Acquisition malls is computed on the straight-line
method over the estimated useful life of 39 years.
(C) Interest expense is based on debt expected to be placed on the property at
acquisition- $60,000 at LIBOR + 150 (6.875%) , PLUS $13,000 of other indebtednes
at LIBOR + 1.75% (7.125%), and $14,500,00 at a fixed rate of 8%
(D) Interest expense on the Vintage Faire and Rimrock acquisitions is based on
the assumed debt of $88,400 at 7.7%.
(E) Minority interest represents the limited partners ownership interest in
the Operating Partnership.
F-6
The following unaudited pro forma statement of operations has been prepared for
the six months ended Septtember 30, 1996. This statement gives effect to the
acquisition of Valley View Mall, Rimrock Mall, Vintage Faire Mall and Villa
Marina Marketplace (the "Acquisition Centers") as if the acquisitions had been
completed on January 1, 1996. Villa Marina Marketplace was acquired on
January 25, 1996. Details of that acquisition are included in an 8-K dated
February 2, 1996. This statement does not purport to be indicative of the
results of operations that actually would have resulted if the Registrant had
owned the Acquisition Centers throughout the period presented. This statement
should be read in conjuction with the financial statements and notes thereto
included elsewhere herein.
The Macerich Company
Unaudited Pro Forma
Condensed Combined Statement of Operations
(all amounts in thousands)
Pro forma
Valley View Rimrock Mall & Pro forma (Including the
Company Mall Vintage Faire Mall Adjustment- Acquisition Centers)
results for the for the nine for the nine Villa Marina for the nine
nine months ended months ended months ended Marketplace months ended
September 30, September 30, September 30, January 1 to September 30,
1996 1996 1996 January 24, 1996 1996
(A)
Revenues:
Minimum Rents 70,890 6,623 8,364 603 86,480
Percentage Rents 4,570 343 232 50 5,195
Tenant Recoveries 34,033 5,001 3,637 228 42,899
Other 1,642 59 464 2,165
-------------- -------------- -------------- -------------- --------------
Total revenues 111,135 12,026 12,697 881 136,739
Shopping center expenses 36,076 5,741 3,848 251 45,916
REIT general and
administrative expenses 1,862 0 0 0 1,862
Depreciation and
amortization 23,799 1,255 (B) 1,705 (B) 171 26,930
Interest expense 30,490 4,658 (C) 5,105 (C) 117 40,371
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Net income (loss)
before minority
interest and
uncombined joint
ventures and
extraordinary loss 18,908 372 2,039 342 21,661
Minority interest (c) (8,096) (140) (769) (130) (9,135)
Income (loss) from
uncombined
joint ventures and
management companies 2,876 2,876
Extraordinary loss on
early retirement
of debt (315) (315)
-------------- -------------- -------------- -------------- --------------
Net income 13,373 232 1,270 212 15,087
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Net income
per share $0.67 $0.75
Weighted average
number of shares
outstanding 19,993 19,993
(A) This information should be read in conjunction with The Macerich Company's
(the "Company") report on Form 10-Q for the period ended September 30, 1996.
(B) Depreciation on the Acquisiton Centers is computed on the straight-line
method over the estimated useful life of 39 years.
(C) Interest expense is based on debt expected to be placed on the property at
acquisition- $60,000 at LIBOR + 150 (6.875%), plus $13,000 of other indebtednes at LIBOR + 1.75% (7.125%), and
$14,500,00 at a fixed rate of 8%
F-7
The Macerich Company
Unaudited Pro Forma
Condensed Combined Balance Sheet
(all amounts in thousands)
Pro forma Pro forma Results
Pro forma Adjustment- (Including the Valley View
Company Adjustment- Rimrock Mall & Rimrock and Vintage
Results Valley View Mall Vintage Faire Mall Faire Acquisitions)
September 30, 1996 Acquisition Acquisition September 30, 1996
Gross property 933,630 87,500 118,200 1,139,330
Total assets 837,732 87,500 118,200 1,043,432
Mortgages and loans 576,398 87,500 118,200 782,098
Minority interest 89,402 0 0 89,402
Common stock 200 0 0 200
Additional paid in capitl 146,525 146,525
Accumulated deficit 0 0
Total liabilities and
shareholder equity 837,732 87,500 118,200 1,043,432
F-8