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 27, 1997
(December 30, 1996)
THE MACERICH COMPANY
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
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)
Registrant's telephone number, including area code (310) 394-6911
--------------
N/A
- --------------------------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
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 Fresno Fashion Fair,
Buenaventura Mall, and Huntington Center (the "MCA Acquisition").
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits
(a) Financial Statement of Business Acquired.
FRESNO FASHION FAIR, BUENAVENTURA MALL AND HUNTINGTON CENTER
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).
Condensed Combined Statement of Income for
the 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
MCA 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 MCA Acquisition). . . . . . F-7
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 27, 1997.
THE MACERICH COMPANY
By: /s/Thomas E. O'Hern
-------------------
Thomas E. O'Hern
Senior Vice President and
Chief Financial Officer
BUENAVENTURA MALL
FRESNO FASHION FAIR
HUNTINGTON BEACH MALL
COMBINED STATEMENTS OF REVENUES
AND CERTAIN EXPENSES
For the Year Ended December 31, 1995
and the Nine Months
Period Ending September 30, 1996 and 1995
INDEPENDENT AUDITORS' REPORT
The Board of Directors
The Macerich Company
We have audited the accompanying combined statement of revenues and certain
expenses of Buenaventura Mall, Fresno Fashion Fair, and Huntington Beach Mall
(the Malls) for the year ended December 31, 1995. This statement is the
responsibility of the Malls' management. Our responsibility is to express an
opinion on this 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 statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
The accompanying combined statement was prepared for the purpose of complying
with the rules and regulations of the Securities and Exchange Commission and
for inclusion in the Form 8-K of The Macerich Company as described in Note 2.
It is not intended to be a complete presentation of the Malls' revenues and
expenses.
In our opinion, the combined statement referred to above presents fairly, in
all material respects, the combined revenues and certain expenses of the Malls
as described in Note 2 for the year ended December 31, 1995 in conformity with
generally accepted accounting principles.
Los Angeles, California KPMG Peat Marwick LLP
December 19, 1996
F-1
BUENAVENTURA MALL
FRESNO FASHION FAIR
HUNTINGTON BEACH MALL
COMBINED STATEMENTS OF REVENUES AND CERTAIN EXPENSES
Year Ended Nine Months Ended Nine Months Ended
Dec 31, 1995 Sept 30, 1995 Sept 30, 1995
(Unaudited) (Unaudited)
----------------- ----------------- -----------------
Revenues:
Minimum rents $16,885,595 $12,409,156 $12,699,311
Percentage rents 787,221 577,200 745,611
Tenant recoveries 6,518,617 4,865,951 5,239,093
Other income 146,832 79,699 136,188
----------------- ----------------- -----------------
24,338,265 17,932,006 18,820,203
Certain Expenses:
Operating expenses 5,711,538 4,165,492 4,490,915
Property taxes 2,439,837 1,958,412 1,846,830
General and administrative 1,079,502 792,678 963,556
----------------- ----------------- -----------------
9,230,877 6,916,582 7,301,301
Interest Expense 3,190,860 2,393,145 2,393,145
----------------- --------------- --------------
Revenues in excess
of certain expenses $11,916,528 $8,622,279 $9,125,757
----------------- ----------------- ----------------
----------------- ----------------- ----------------
F-2
The accompanying notes are an integral part of this combined statement.
BUENAVENTURA MALL
FRESNO FASHION FAIR
HUNTINGTON BEACH MALL
NOTES TO COMBINED STATEMENTS OF REVENUES AND CERTAIN EXPENSES
Year Ended December 31, 1995
Nine Months Ended September 30, 1996 and 1995
Note 1 - Description of the Property
The Combined Statements of Revenues and Certain Expenses relates to the
operations of Buenaventura Mall, Fresno Fashion Fair, and Huntington Beach
Mall (the Malls), which were acquired December 18, 1996 by wholly owned
subsidiaries (the Subsidiaries) of The Macerich Company.
Buenaventura Mall is a 808,000 square foot regional shopping mall located in
Ventura, California. Fresno Fashion Fair is a 882,000 square foot regional
shopping mall located in Fresno, California. Huntington Beach Mall is a
814,000 square foot regional shopping mall located in Huntington Beach,
California.
The aggregate purchase price of $125,125,000 consisted of approximately
$30,125,000 of cash, $38,000,000 of assumed mortgage indebtedness and
$57,000,000 of other debt.
Note 2 - Significant Accounting Policies
Basis of Presentation
The accompanying combined statements of revenues and certain expenses is not
representative of the actual operations for the year ended December 31, 1995
or for the nine month periods ended September 30, 1996 and 1995 because
certain expenses, which may not be comparable to those expected to be
incurred by the Subsidiaries in future operations of the Mall, have been
excluded. Expenses excluded are depreciation and amortization, certain
general and administrative expenses which were specific to the selling
entities, and interest expense for all notes payable not assumed by the
Subsidiaries upon acquisition of the Mall.
Revenue Recognition
Revenues and certain expenses are presented on the accrual basis of accounting.
Minimum rent revenues are recognized as rents become due according to the lease
agreement which approximates the straight line basis.
In addition to minimum rents, certain leases provide for contingent rent
payments based on a percent of base income, as defined. Some tenants are
also charged for certain operating expenses that are subject to recovery by
the Mall, including real estate taxes, insurance and common area costs.
F-3
BUENAVENTURA MALL
FRESNO FASHION FAIR
HUNTINGTON BEACH MALL
NOTES TO COMBINED STATEMENTS OF REVENUES AND CERTAIN EXPENSES
Year Ended December 31, 1995
Note 3 - Leases
The minimum future rents due under noncancellable operating leases as of
December 31, 1995 are as follows:
1996 $ 15,090,194
1997 13,674,011
1998 12,723,493
1999 12,292,438
2000 11,603,343
2001 and Beyond 52,056,195
------------------
$117,439,674
------------------
-------------------
Note 4 - Note Payable
The note payable assumed in the purchase of the Mall is secured by a Deed of
Trust on Fresno Fashion Fair. The note is interest only, payable monthly at a
rate of 8.39% annually. Principal is due upon maturity, October 10, 2005.
F-4
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 Buenaventura Mall, Huntington Center and Fresno Fashion Fair
(together the "MCA Properties") as if those acquisitions, which were
acquired on December 18, 1996 and reported on an 8-K filed on December
27, 1996, were completed as of January 1, 1995.
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 results
Adjustment- including the
Company results MCA MCA Properties
for the year ended Properties for the year ended
December 31, 1995 Acquisition December 31, 1995
(A)
Revenues:
Minimum Rents 69,253 16,886 86,139
Percentage Rents 4,814 787 5,601
Tenant Recoveries 26,961 6,518 33,479
Other 1,441 147 1,588
------- ------ --------
Total revenues 102,469 24,338 126,807
Shopping center
expenses 31,580 9,231 40,811
REIT general and
administrative expenses 2,011 2,011
Depreciation and
amortization 25,749 2,406 (B) 28,155
Interest expense 25,531 7,298 (C) 32,829
------- ------ --------
Net income (loss)
before minority
interest and
unconsolidated
entities 17,598 5,403 23,001
Minority interest (D) (8,246) (2,279) (10,525)
Income (loss) from
uncombined joint
ventures and
management companies 3,250 0 3,250
Extraordinary loss on
early extinguishment
of debt (1,299) (1,299)
-------- ------- --------
Net income 11,303 3,124 14,427
-------- ------- --------
-------- ------- --------
Net income per share $0.73 $0.93
-------- --------
-------- --------
Weighted average # of
common shares
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 assumed of $38.0 million at 8.33% and new debt of $57.0
million at LIBOR + 1.75% (7.25%)
(D) Minority interest represents the limited partners ownership interest in the Operating
Partnership.
F - 5
The following unaudited pro forma statement of operations has been prepared
for the nine months ended September 30,1996. This statement gives effect to
the acquisition of Buenaventura Mall, Huntington Center and Fresno Fashion Fair
(together the "MCA Properties") as if those acquisitions, which were acquired on
December 18, 1996 and reported on an 8-K filed on December 27, 1996, were
completed as of January 1, 1995.
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 results
including the
Company Pro forma MCA Properties
results for the Adjustment- for the nine
nine months ended MCA months ended
September 30, Properties September 30,
1996 Acquisition 1996
----------------- -------------- ----------------
(A)
Revenues:
Minimum Rents 70,890 12,699 83,589
Percentage Rents 4,570 746 5,316
Tenant Recoveries 34,033 5,239 39,272
Other 1,642 136 1,778
----------------- -------------- ----------------
Total revenues 111,135 18,820 129,955
Shopping center expenses 36,076 7,301 43,377
REIT general and
administrative expenses 1,862 0 1,862
Depreciation and
amortization 23,799 1,805 25,604
Interest expense 30,490 5,473 35,963
Net income (loss) before
minority interest and
uncombined joint
ventures and
extraordinary loss 18,908 4,241 23,149
Minority interest (D) (8,096) (1,599) (9,695)
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 2,642 16,015
----------------- -------------- ----------------
----------------- -------------- ----------------
Net income per share $0.67 $0.80
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 Acquisition Centers is computed on the straight-line method over the
estimated useful life of 39 years.
(C) Interest expense is based on debt assumed of $38.0 million at 8.33% and new debt of
$57.0 million at LIBOR + 1.75% (7.25%)
(D) Minority interest represents the limited partners ownership interest in the Operating
Partnership.
F-6
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
capital 146,525 146,525
Accumulated deficit 0 0
Total liabilities and
shareholder equity 837,732 87,500 118,200 1,043,432
F-7
9