SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark one) / X / ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1998. OR / / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED) For the transition period from__________________ to ______________ Commission File Number 1-12504 THE MACERICH COMPANY (Exact Name of Registrant as Specified in Its Charter) Maryland 95-4448705 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 401 Wilshire Boulevard, # 700 Santa Monica, California 90401 (Address of principal executive office) (Zip Code) Registrant's telephone number, including area code: (310) 394-6000 SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NAME OF EACH EXCHANGE TITLE OF EACH CLASS ON WHICH REGISTERED ------------------- ----------------------- Common Stock, $0.01 Par Value New York Stock Exchange Preferred Share New York Stock Exchange Purchase Rights SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS REQUIRED TO BE FILED BY SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DURING THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIODS THAT THE REGISTRANT WAS REQUIRED TO FILE SUCH REPORT(S)) AND (2) HAS BEEN SUBJECT TO SUCH FILING REQUIREMENTS FOR THE PAST 90 DAYS. YES X NO . ---- ---- Indicate by a check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to the Form 10-K. _ As of February 18, 1999, the aggregate market value of the 25,586,863 shares of Common Stock held by non-affiliates of the registrant was $598 million based upon the closing price ($23.375) on the New York Stock Exchange composite tape on such date. (For this computation, the registrant has excluded the market value of all shares of its Common Stock reported as beneficially owned by executive officers and directors of the registrant and certain other shareholders; such exclusion shall not be deemed to constitute an admission that any such person is an "affiliate" of the registrant.) As of February 18, 1999, there were 33,944,863 shares of Common Stock outstanding. DOCUMENTS INCORPORATED BY REFERENCE Portions of the proxy statement for the annual stockholders meeting to be held in 1999 are incorporated by reference into Part III. THE MACERICH COMPANY ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 1998 TABLE OF CONTENTS Item No. Page No. - -------- -------- PART I 1. Business......................................................................... 1-10 2. Properties....................................................................... 11-17 3. Legal Proceedings................................................................ 17 4. Submission of Matters to a Vote of Security Holders.............................. 17 PART II 5. Market for the Registrant's Common Equity and Related Stockholder Matters........ 18 6. Selected Financial Data.......................................................... 19-22 7. Management's Discussion and Analysis of Financial Condition and Results of Operations..................................... 23-34 7A. Quantitative and Qualitative Disclosures About Market Risk....................................................... 34-35 8. Financial Statements and Supplementary Data...................................... 35 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure..................................... 35 PART III 10. Directors and Executive Officers of the Company.................................. 36 11. Executive Compensation........................................................... 36 12. Security Ownership of Certain Beneficial Owners and Management................... 36 13. Certain Relationships and Related Transactions.................................. 36 PART IV 14. Exhibits, Financial Statements, Financial Statement Schedules and Reports on Form 8-K............................................................................... 37-72 SIGNATURES PART I ITEM I. BUSINESS GENERAL The Macerich Company (the "Company") is involved in the acquisition, ownership, 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"). The Operating Partnership owns or has an ownership interest in 46 regional shopping centers and seven community shopping centers aggregating approximately 40 million square feet of gross leasable area. These 53 regional and community shopping centers are referred to hereinafter as the "Centers", unless the context otherwise requires. 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 three management companies, Macerich Property Management Company, a California corporation, Macerich Manhattan Management Company, a California corporation, and Macerich Management Company, a California corporation (collectively, the "Management Companies"). The Company was organized as a Maryland corporation in September 1993 to continue and expand the shopping center operations of Mace Siegel, Arthur M. Coppola, Dana K. Anderson and Edward C. Coppola and certain of their business associates. All references to the Company in this Form 10-K include the Company, those entities owned or controlled by the Company and predecessors of the Company, unless the context indicates otherwise. RECENT DEVELOPMENTS A. EQUITY OFFERINGS The Company sold 7,920,181 shares of its common stock in six offerings during 1998, raising $203.8 million of net proceeds. On February 25, 1998, the Company issued 3,627,131 shares of its Series A cumulative convertible redeemable preferred stock ("Series A Preferred Stock") for net proceeds totaling $99.0 million. On June 17, 1998, the Company issued 5,487,471 shares of its Series B cumulative convertible redeemable preferred stock ("Series B Preferred Stock") for net proceeds totaling $148.5 million. The total net proceeds from the 1998 common and preferred stock offerings totaled $451.3 million. These proceeds were used for the 1998 acquisitions, reducing borrowings under the Company's line of credit and general corporate purposes. B. ACQUISITIONS On February 27, 1998, the Company, through a 50/50 joint venture with an affiliate of Simon Property Group, Inc., acquired the ERE Yarmouth portfolio of twelve regional malls. The properties in the portfolio comprise 10.7 million square feet and are located in eight states. The total purchase price was $974.5 million, which included $485.0 million of assumed debt, at market value. The Company's share of the cash component of the purchase price was funded by issuing $100.0 million of Series A Preferred Stock, $80.0 million of common stock and borrowing the balance from the Company's line of credit. South Plains Mall was acquired on June 19, 1998. South Plains Mall is a 1,140,574 square foot super regional mall located in Lubbock, Texas. The purchase price was $115.5 million, consisting of $29.3 million of assumed debt, at fair market value, and $86.2 million of cash. The cash portion was funded with a portion of the proceeds from the Company's Series B Preferred Stock offering. Westside Pavilion was acquired on July 1, 1998 for $170.5 million. Westside Pavilion is a 755,759 square foot regional mall located in Los Angeles, California. The purchase price was funded with a portion of the proceeds from the Company's Series B Preferred Stock offering, borrowings under the Company's line of credit and the placement of a ten year $100.0 million mortgage secured by the property. 1 B. ACQUISITIONS, CONTINUED: The Village at Corte Madera is a 428,398 square foot regional mall in Corte Madera, California, which the Company acquired in two phases: (i) 40% on June 16, 1998 and (ii) the remaining 60% on July 24, 1998. In addition, Carmel Plaza, a 115,215 square foot community shopping center in Carmel, California was acquired on August 10, 1998. The combined purchase price was $165.5 million, consisting of $40.0 million of assumed debt, the issuance of $7.9 million of limited partnership interests in the Operating Partnership ("OP Units") and $117.6 million in cash. The cash component was funded by borrowings under the Company's line of credit. Northwest Arkansas Mall was acquired on December 15, 1998. Northwest Arkansas Mall is a 780,237 square foot regional mall located in Fayetteville, Arkansas. The purchase price of $94.0 million was funded by a concurrently placed loan of $63.0 million and borrowings of $31.0 million under the Company's line of credit. On February 18, 1999, through a 51/49 joint venture with Ontario Teachers' Pension Plan Board, the Company closed on the first phase of a two phase acquisition of a portfolio of properties. The phase one closing included the acquisition of three regional malls, the retail component of a mixed-use development, five contiguous properties and two non-contiguous community shopping centers comprising approximately 3.6 million square feet for a total purchase price of approximately $427.0 million. The purchase price was funded with a $120.0 million loan placed concurrently with the closing, $140.4 million of debt from an affiliate of the seller, and $39.4 million of assumed debt. The balance of the purchase price was paid in cash. The Company's share of the cash component was funded with the proceeds from two refinancings of centers and borrowings under the Company's line of credit. The second phase consists of the acquisition of the office component of the mixed-use development for a purchase price of approximately $115 million. The closing of the second phase is expected to occur in May 1999. C. REFINANCINGS On August 3, 1998, the Company, along with the joint venture partner, refinanced the debt secured by Broadway Plaza. The loan of $43.5 million was paid in full and a new note was issued for $75.0 million bearing interest at a fixed rate of 6.68% and maturing August 1, 2008. On August 7, 1998, the Company refinanced the debt on Fresno Fashion Fair. A $38.0 million loan was paid in full and a new secured note was issued for $69.0 million bearing interest at fixed rate of 6.52% and maturing August 10, 2008. THE SHOPPING CENTER INDUSTRY GENERAL There are several types of retail shopping centers, which are differentiated primarily based on size and marketing strategy. Retail shopping centers generally contain in excess of 400,000 square feet of gross leasable area ("GLA"), are typically anchored by two or more department or large retail stores ("Anchors") and are referred to as "Regional Shopping Centers" or "Malls". Regional Shopping Centers also typically contain numerous diversified retail stores ("Mall Stores"), most of which are national or regional retailers typically located along corridors connecting the Anchors. Community Shopping Centers, also referred to as "strip centers," are retail shopping centers that are designed to attract local or neighborhood customers and are typically anchored by one or more supermarkets, discount department stores and/or drug stores. Community Shopping Centers typically contain 100,000 square feet to 400,000 square feet of GLA. In addition, freestanding retail stores are located along the perimeter of the shopping centers ("Freestanding Stores"). Anchors, Mall and Freestanding Stores and other tenants typically contribute funds for the maintenance of the common areas, property taxes, insurance, advertising and other expenditures related to the operation of the shopping center. 2 REGIONAL SHOPPING CENTERS A Regional Shopping Center draws from its trade area by offering a variety of fashion merchandise, hard goods and services and entertainment, generally in an enclosed, climate controlled environment with convenient parking. Regional Shopping Centers provide an array of retail shops and entertainment facilities and often serve as the town center and the preferred gathering place for community, charity, and promotional events. The Company focuses on the acquisition and redevelopment of Regional Shopping Centers. Regional Shopping Centers have generally provided owners with relatively stable growth in income despite the cyclical nature of the retail business. This stability is due both to the diversity of tenants and to the typical dominance of Regional Shopping Centers in their trade areas. Regional Shopping Centers are difficult to develop because of the significant barriers to entry, including the limited availability of capital and suitable development sites, the presence of existing Regional Shopping Centers in most markets, a limited number of Anchors, and the associated development costs and risks. Consequently, the Company believes that few new Regional Shopping Centers will be built in the next five years. However, many of the market, financing and economic risks typically associated with the development of new Regional Shopping Centers can be mitigated by acquiring and redeveloping an existing Regional Shopping Center. Furthermore, the value of Regional Shopping Centers can be significantly enhanced through redevelopment, renovation and expansion. Regional Shopping Centers have different strategies with regard to price, merchandise offered and tenant mix, and are generally tailored to meet the needs of their trade areas. Anchor tenants are located along common areas in a configuration designed to maximize consumer traffic for the benefit of the Mall Stores. Mall GLA, which generally refers to gross leasable area contiguous to the Anchors for tenants other than Anchors, is leased to a wide variety of smaller retailers. Mall Stores typically account for the bulk of the revenues of a Regional Shopping Center. Although a variety of retail formats compete for consumer purchases, the Company believes that Regional Shopping Centers will continue to be a preferred shopping destination. The combination of a climate controlled shopping environment, a dominant location, and a diverse tenant mix has resulted in Regional Shopping Centers generating higher tenant sales than are generally achieved at smaller retail formats. Further, the Company believes that department stores located in Regional Shopping Centers will continue to provide a full range of current fashion merchandise at a limited number of locations in any one market, allowing them to command the largest geographical trade area of any retail format. COMMUNITY SHOPPING CENTERS Community Shopping Centers are designed to attract local and neighborhood customers and are typically open air shopping centers, with one or more supermarkets, drugstores or discount department stores. National retailers such as Kids-R-Us at Bristol Shopping Center, Toys-R-Us at Boulder Plaza, and The Gap, Victoria's Secret and Express/Bath and Body at Villa Marina, provide the Company's Community Shopping Centers with the opportunity to draw from a much larger trade area than a typical supermarket or drugstore anchored Community Shopping Center. BUSINESS OF THE COMPANY MANAGEMENT AND OPERATING PHILOSOPHY The Company believes that the shopping center business requires specialized skills across a broad array of disciplines for effective and profitable operations. For this reason, the Company has developed a fully integrated real estate organization with in-house acquisition, redevelopment, property management, leasing, finance, construction, marketing, legal and accounting expertise. In addition, the Company emphasizes a philosophy of decentralized property management, leasing and marketing performed by on-site professionals. The Company believes that this strategy results in the optimal operation, tenant mix and drawing power of each Center as well as the ability to quickly respond to changing competitive conditions of the Center's trade area. 3 MANAGEMENT AND OPERATING PHILOSOPHY, CONTINUED: PROPERTY MANAGEMENT AND LEASING. The Company believes that on-site property managers can most effectively operate the Centers. Each Center's property manager is responsible for overseeing the operations, marketing, maintenance and security functions at the Center. Property managers focus special attention on controlling operating costs, a key element in the profitability of the Centers, and seek to develop strong relationships with and to be responsive to the needs of retailers. The Company believes strongly in decentralized leasing and accordingly, most of its leasing managers are located on-site to better understand the market and the community in which a Center is located. Leasing managers are charged with more than the responsibility of leasing space; they continually assess and fine tune each Center's tenant mix, identify and replace underperforming tenants and seek to optimize existing tenant sizes and configurations. ACQUISITIONS. Since its initial public offering ("IPO"), the Company has acquired interests in shopping centers nationwide. These acquisitions were identified and consummated by the Company's staff of acquisition professionals who are strategically located in Santa Monica, Dallas, Denver, and Atlanta. The Company believes that it is geographically well positioned to cultivate and maintain ongoing relationships with potential sellers and financial institutions and to act quickly when acquisition opportunities arise. The Company focuses on assets that are or can be dominant in their trade area, have a franchise and where there is intrinsic value. The Company made the following acquisitions in 1997: South Towne Center in Sandy, Utah on March 27, 1997; Stonewood Mall in Downey, California on August 6, 1997; Manhattan Village in Manhattan Beach, California on August 19, 1997 through a joint venture in which the Company owns a 10% interest; The Citadel in Colorado Springs, Colorado on December 19, 1997, and Great Falls Marketplace in Great Falls, Montana on December 31, 1997. Together these properties are known as the "1997 Acquisition Centers." The Company made the following acquisitions in 1998: The Company along with a 50/50 joint venture partner, acquired a portfolio of twelve regional malls totaling 10.7 million square feet on February 27, 1998; South Plains Mall in Lubbock, Texas on June 19,1998; Westside Pavilion in Los Angeles, California on July 1, 1998; Village at Corte Madera in Corte Madera, California in June and July 1998; Carmel Plaza in Carmel, California on August 10, 1998; and Northwest Arkansas Mall in Fayetteville, Arkansas on December 15, 1998. Together, these properties are known as the "1998 Acquisition Centers." On February 18, 1999, the Company, along with a joint venture partner, acquired a portfolio of three regional malls, the retail component of a mixed-use development, five contiguous properties and two non-contiguous community shopping centers totaling approximately 3.6 million square feet. The Company is a 51% owner of this portfolio. The second phase of this transaction consists of the acquisition of the office component of the mixed-use development which is expected to occur in May 1999. REDEVELOPMENT. One of the major components of the Company's growth strategy is its ability to redevelop acquired properties. For this reason, the Company has built a staff of redevelopment professionals who have primary responsibility for identifying redevelopment opportunities that will result in enhanced long-term financial returns and market position for the Centers. The redevelopment professionals oversee the design and construction of the projects in addition to obtaining required governmental and Anchor approvals. THE CENTERS. As of February 18, 1999, the Centers consist of 46 Regional Shopping Centers and seven Community Shopping Centers aggregating approximately 40 million square feet of GLA. The 46 Regional Shopping Centers in the Company's portfolio average approximately 842,000 square feet of GLA and range in size from 1.9 million square feet of GLA at Lakewood Mall to 324,859 square feet of GLA at Panorama Mall. The Company's seven Community Shopping Centers, Albany Plaza, Boulder Plaza, Bristol Shopping Center, Carmel Plaza, Eastland Plaza, Great Falls Marketplace and Villa Marina Marketplace, have an average of 180,000 square feet of GLA. The 46 Regional Shopping Centers presently include 163 Anchors totaling approximately 22.0 million square feet of GLA and approximately 5,515 Mall and Freestanding Stores totaling approximately 18.0 million square feet of GLA. Total revenues increased from $221.2 million in 1997 to $283.9 million in 1998 primarily due to the 1998 and 1997 acquisitions. See "Management's Discussion and Analysis of Financial Condition and Results of Operations." Lakewood Mall generated 10.5% of total shopping center revenues in 1997 and 16.0% in 1996. Queens Center accounted for 13.8% of 1996 shopping center revenue. No Center generated more than 10% of shopping center revenues during 1998. 4 COST OF OCCUPANCY The Company's management believes that in order to maximize the Company's operating cash flow, the Centers' Mall Store tenants must be able to operate profitably. A major factor contributing to tenant profitability is cost of occupancy. The following table summarizes occupancy costs for Mall Store tenants in the Centers as a percentage of total Mall Store sales for the last three years: For the Year Ended December 31, 1996 (2) 1997 (3) 1998 (4) -------- -------- -------- Minimum rents 8.3% 7.9% 7.7% Percentage rents 0.4% 0.4% 0.4% Expense recoveries (1) 2.9% 3.0% 3.0% ------- ------- ------- Mall tenant occupancy costs 11.6% 11.3% 11.1% ------- ------- ------- ------- ------- ------- (1) Represents real estate tax and common area maintenance charges. (2) Excludes Centers acquired in 1996 (the "1996 Acquisition Centers"). See "Management's Discussion and Analysis of Financial Condition and Results of Operations." (3) Excludes 1997 Acquisition Centers. (4) Excludes 1998 Acquisition Centers. COMPETITION The 46 Regional Shopping Centers are generally located in developed areas in middle to upper income markets where there are relatively few other Regional Shopping Centers. In addition, 44 of the 46 Regional Shopping Centers contain more than 400,000 square feet of GLA. The Company intends to consider additional expansion and renovation projects to maintain and enhance the quality of the Centers and their competitive position in their trade areas. There are numerous owners and developers of real estate that compete with the Company in its trade areas. There are ten other publicly traded mall companies, any of which under certain circumstances, could compete against the Company for an acquisition, an Anchor or a tenant. This results in competition for both acquisition of centers and for tenants to occupy space. The existence of competing shopping centers could have a material impact on the Company's ability to lease space and on the level of rent that can be achieved. There is also increasing competition from other forms of retail, such as factory outlet centers, power centers, discount shopping clubs, mail-order services, internet shopping and home shopping networks that could adversely affect the Company's revenues. MAJOR TENANTS The Centers derived approximately 89.9% of their total rents for the year ended December 31, 1998 from Mall and Freestanding Stores. One retailer accounted for approximately 6.1% of annual base rents of the Company, and no other single retailer accounted for more than 4.5%, as of December 31, 1998. The following retailers (including their subsidiaries) represent the 10 largest retailers in the Company's portfolio (excluding joint ventures) based upon minimum rents in place as of December 31, 1998: NUMBER OF STORES % OF TOTAL MINIMUM RENTS RETAILER IN THE CENTERS AS OF DECEMBER 31, 1998 -------- -------------- ----------------------- The Limited 107 6.1% Venator Group 126 4.5% The Gap 28 2.6% Barnes & Noble 29 1.8% J.C. Penney 19 1.8% Melville Corporation 32 1.2% The Musicland Group 29 1.1% Consolidated Stores 29 1.0% Zale Corporation 24 0.9% Hallmark Specialty Retail 20 0.8% 5 MALL AND FREESTANDING STORES Mall and Freestanding Store leases generally provide for tenants to pay rent comprised of a fixed base (or "minimum") rent and a percentage rent based on sales. In some cases, tenants pay only a fixed minimum rent, and in some cases, tenants pay only percentage rents. Most leases for Mall and Freestanding Stores contain provisions that allow the Centers to recover their costs for maintenance of the common areas, property taxes, insurance, advertising and other expenditures related to the operations of the Center. The Company uses tenant spaces 10,000 square feet and under for comparing rental rate activity. Tenant space under 10,000 square feet in the portfolio at December 31, 1998, comprises 70.0% of all Mall and Freestanding Store space. The Company believes that to include space over 10,000 square feet would provide a less meaningful comparison. When an existing lease expires, the Company is often able to enter into a new lease with a higher base rent component. The average base rent for new Mall and Freestanding Store leases, 10,000 square feet or under, commencing during 1998 was $28.58 per square foot, or 14% higher than the average base rent for all Mall and Freestanding Stores (10,000 square feet or under) at December 31, 1998 of $25.08 per square foot. The following table sets forth for the Centers the average base rent per square foot of Mall and Freestanding GLA, for tenants 10,000 square feet and under, as of December 31 for each of the past three years. Average Base Average Base Average Base Rent Per Sq. Ft. on Rent Per Sq. Ft. on Rent Per Leases Commencing Leases Expiring Square Foot (1) During the Year (2) During the Year (3) ----------------------- ------------------------- ------------------------- DECEMBER 31, 1996............................ $23.90 $27.02 $24.54 1997............................ $24.27 $27.58 $24.84 1998............................ $25.08 $28.58 $26.34 (1) Average base rent per square foot is based on Mall and Freestanding Store GLA for spaces 10,000 square feet or under occupied as of December 31 for each of the Centers owned by the Company in 1996 (excluding the 1996 Acquisition Centers), 1997 (excluding the 1997 Acquisition Centers), and 1998 (excluding the 1998 Acquisition Centers). (2) The base rent on lease signings during the year represents the actual rent to be paid on a per square foot basis during the first twelve months. The 1996 average excludes the 1996 Acquisition Centers, the 1997 average excludes the 1997 Acquisition Centers and the 1998 average excludes the 1998 Acquisition Centers. (3) The average base rent on leases expiring during the year represents the final year minimum rent, on a cash basis, for all tenant leases 10,000 square feet or under expiring during the year. On a comparable space basis, average rents on leases under 10,000 square feet commencing in 1998 was $31.04 compared to expiring rents of $26.34. The average base rent on leases expiring in 1996 excludes the 1996 Acquisition Centers, the average for 1997 excludes 1997 Acquisition Centers and the average for 1998 excludes the 1998 Acquisition Centers. BANKRUPTCY AND/OR CLOSURE OF RETAIL STORES The bankruptcy and/or closure of an Anchor, or its sale to a less desirable retailer, could adversely affect customer traffic in a Center and thereby reduce the income generated by that Center. Furthermore, the closing of an Anchor could, under certain circumstances, allow certain other Anchors or other tenants to terminate their leases or cease operating their stores at the Center or otherwise adversely affect occupancy at the Center. During 1997, Montgomery Ward filed for bankruptcy. The Company has Montgomery Ward as an Anchor in 11 of its Centers. Montgomery Ward has indicated that it plans to cease operating at three of these locations. The Company is negotiating to recapture these locations and replace Montgomery Ward with another department store. Montgomery Ward has not yet disclosed whether it will cease to operate any of its eight remaining stores at the Centers. If Montgomery Ward ceases to operate any of its stores and the Company is unable to replace them with other tenants, it could have an adverse effect on a Center. 6 BANKRUPTCY AND/OR CLOSURE OF RETAIL STORES, CONTINUED: Retail stores at the Centers other than Anchors may also seek the protection of the bankruptcy laws and/or close stores, which could result in the termination of such tenants' leases and thus cause a reduction in the cash flow generated by the Centers. Although no single retailer accounts for greater than 6.1% of total rents, the bankruptcy and/or closure of stores could result in decreased occupancy levels, reduced rental income or otherwise adversely impact the Centers. Although certain tenants have filed for bankruptcy, the Company does not believe such filings and any subsequent closures of their stores will have a material adverse impact on its operations. LEASE EXPIRATIONS The following table shows scheduled lease expirations (for Centers owned as of December 31, 1998) of Mall and Freestanding Stores 10,000 square feet or under for the next ten years, assuming that none of the tenants exercise renewal options. Approximate % of Total Ending Number of GLA of Leased GLA Base Rent per Year Ending Leases Expiring Represented by Square Foot of December 31, Expiring Leases Expiring Leases (1) Expiring Leases (1) ------------ -------- ------ ------------------ ------------------- 1999 587 1,057,547 11.9% $23.49 2000 465 840,962 9.5% $26.41 2001 428 807,193 9.1% $27.55 2002 373 794,459 8.9% $25.42 2003 435 950,597 10.7% $24.99 2004 308 727,502 8.2% $25.20 2005 323 869,563 9.8% $26.03 2006 296 804,328 9.1% $26.60 2007 318 841,666 9.5% $28.07 2008 291 811,139 9.1% $28.84 - --------------------------------------------------------- (1) For leases 10,000 square feet or under ANCHORS Anchors have traditionally been a major factor in the public's identification with Regional Shopping Centers. Anchors are generally department stores whose merchandise appeals to a broad range of shoppers. Although the Centers receive a smaller percentage of their operating income from Anchors than from Mall and Freestanding Stores, strong Anchors play an important part in maintaining customer traffic and making the Centers desirable locations for Mall and Freestanding Store tenants. Anchors either own their stores, the land under them and in some cases adjacent parking areas, or enter into long-term leases with an owner at rates that are lower than the rents charged to tenants of Mall and Freestanding Stores. Each Anchor which owns its own store, and certain Anchors which lease their stores, enter into reciprocal easement agreements with the owner of the Center covering among other things, operational matters, initial construction and future expansion. Anchors represented approximately 10.1% of the Company's total rent for the year ended December 31, 1998. The following table identifies each Anchor, each parent company that owns multiple Anchors and the number of square feet owned or leased by each such Anchor or parent company in the Centers as of December 31, 1998, except as otherwise indicated: 7 ANCHORS, CONTINUED: GLA GLA Total GLA Number of Owned Leased Occupied Name Anchor Stores By Anchor By Anchor By Anchor - ---- ----------------- ---------------- ---------------- ------------------ J.C. Penney 30 1,196,066 2,731,774 3,927,840 Sears 25 1,437,831 1,518,413 2,956,244 Dayton Hudson Corp. Mervyn's 10 409,180 408,508 817,688 Target 8 491,260 379,871 871,131 Dayton's 2 115,193 100,790 215,983 ----------------- ---------------- ---------------- ------------------ Total 20 1,015,633 889,169 1,904,802 Dillard's 14 1,257,162 662,735 1,919,897 Federated Department Stores Macy's 8 1,039,844 411,599 1,451,443 Macy's Men's & Home 2 - 155,614 155,614 Macy's Men's & Juniors 2 - 146,906 146,906 ----------------- ---------------- ---------------- ------------------ Total 12 1,039,844 714,119 1,753,963 Montgomery Ward (1) 11 585,768 939,687 1,525,455 May Department Stores Co. Foley's 4 725,316 - 725,316 Hechts 2 140,000 143,426 283,426 Robinsons-May 3 366,250 362,852 729,102 ----------------- ---------------- ---------------- ------------------ Total 9 1,231,566 506,278 1,737,844 Younker's 6 - 609,177 609,177 Gottschalks 5 332,638 283,772 616,410 Herberger's 5 188,000 283,891 471,891 Nordstrom 3 109,000 323,369 432,369 Von Maur 3 186,686 59,563 246,249 Belk 2 - 127,950 127,950 Boscov's 2 - 314,717 314,717 Wal-Mart 2 281,455 281,455 Beall's 1 - 40,000 40,000 Burlington Coat Factory 1 - 133,650 133,650 DeJong 1 - 43,811 43,811 Famous Barr 1 180,000 - 180,000 Home Depot 1 - 130,232 130,232 Kohl's 1 - 92,466 92,466 Lazarus 1 159,068 - 159,068 Watson's 1 - 42,090 42,090 ZCMI 1 - 200,000 200,000 Vacant 5 - 348,023 348,023 ----------------- ---------------- ---------------- ------------------ 163 9,200,717 10,994,886 20,195,603 ----------------- ---------------- ---------------- ------------------ ----------------- ---------------- ---------------- ------------------ --------------------------- (1) During 1997, Montgomery Ward filed for bankruptcy. Montgomery Ward announced that it will close its stores at Holiday Village Mall, Rimrock Mall and Southridge Mall in 1999. The Company is negotiating to recapture these locations and replace Montgomery Ward with another department store. Montgomery Ward has not yet disclosed whether it will cease to operate any of its eight remaining stores at the Centers. 8 ENVIRONMENTAL MATTERS Under various federal, state and local laws, ordinances and regulations, an owner of real estate may be liable for the cost of removal or remediation of certain hazardous or toxic substances on or in such property. Such laws often impose such liability without regard to whether the owner knew of, or was responsible for, the presence of such hazardous or toxic substances. The costs of investigation, removal or remediation of such substances may be substantial, and the presence of such substances, or the failure to properly remediate such substances, may adversely affect the owner's ability to sell or rent such property or to borrow using such property as collateral. Persons who arrange for the disposal or treatment of hazardous or toxic substances may also be liable for the costs of removal or remediation of a release of such substances at a disposal treatment facility, whether or not such facility is owned or operated by such person. Certain environmental laws impose liability for release of asbestos-containing materials (ACMs) into the air and third parties may seek recovery from owners or operators of real properties for personal injury associated ACMs. In connection with the ownership (direct or indirect), operation, management and development of real properties, the Company may be considered an owner or operator of such properties or as having arranged for the disposal or treatment of hazardous or toxic substances and therefore potentially liable for removal or remediation costs, as well as certain other related costs, including governmental fines and injuries to persons and property. Each of the Centers has been subjected to a Phase I audit (which involves review of publicly available information and general property inspections, but does not involve soil sampling or ground water analysis) completed by an environmental consultant. Based on these audits, and on other information, the Company is aware of the following environmental issues that are reasonably possible to result in costs associated with future investigation or remediation, or in environmental liability: - ASBESTOS. The Company has conducted ACM surveys at various locations within the Centers. The surveys indicate that ACMs are present or suspected in certain areas, primarily vinyl floor tiles, mastics, roofing materials, drywall tape and joint compounds. The identified ACMs are generally non-friable, in good condition, and possess low probabilities for disturbance. At certain Centers where ACMs are present or suspected, however, some ACMs have been or may be classified as "friable," and ultimately may require removal under certain conditions. The Company has developed and implemented an operations and maintenance (O&M) plan to manage ACM in place. - UNDERGROUND STORAGE TANKS. Underground storage tanks (USTs) are or were present at certain of the Centers, often in connection with tenant operations at gasoline stations or automotive tire, battery and accessory service centers located at such Centers. USTs also may be or have been present at properties neighboring certain Centers. Some of these tanks have either leaked or are suspected to have leaked. Where leakage has occurred, investigation, remediation, and monitoring costs may be incurred by the Company if responsible current or former tenants, or other responsible parties, are unavailable to pay such costs. - CHLORINATED HYDROCARBONS. The presence of chlorinated hydrocarbons such as perchloroethylene (PCE) and its degradation byproducts have been detected at certain of the Centers, often in connection with tenant dry cleaning operations. Where PCE has been detected, the Company may incur investigation, remediation and monitoring costs if responsible current or former tenants, or other responsible parties, are unavailable to pay such costs. PCE has been detected in soil and groundwater in the vicinity of a dry cleaning establishment at North Valley Plaza, formerly owned by a joint venture of which the Company was a 50% member. The property was sold on December 18, 1997. The California Department of Toxic Substances Control (DTSC) advised the Company in 1995 that very low levels of Dichloroethylene (1,2 DCE), a degradation byproduct of PCE, had been detected in a municipal water well located 1/4 mile west of the dry cleaners, and that the dry cleaning facility may have contributed to the introduction of 1,2 DCE into the water well. According to DTSC, the maximum contaminant level (MCL) for 1,2 DCE which is permitted in drinking water is 6 parts per billion (ppb). The 1,2 DCE was detected in the water well at a concentration of 1.2 ppb, which is below the MCL. The Company has retained an environmental consultant and has initiated extensive testing of the site. Remediation began in October 1997. The joint venture agreed (between itself and the buyer) that it would be responsible for continuing to pursue the investigation and remediation of impacted soil and groundwater resulting from releases of PCE from the former dry cleaner. $153,100 and $124,000 have already been incurred by the joint venture for remediation, and professional and legal fees for the periods ending December 31, 1998 and 1997, respectively. An additional $408,000 remains reserved by the joint venture as of December 31, 1998. 9 ENVIRONMENTAL MATTERS, CONTINUED: The joint venture has been sharing costs on a 50/50 basis with a former owner of the property and intends to look to additional responsible parties for recovery. Low levels of toluene, a petroleum constituent, was detected in one of three groundwater dewatering system holding tanks at Queens Center. Although the Company believes that no remediation will be required, the Company established a $150,000 reserve in 1996 to cover professional fees and testing costs, which was reduced by costs incurred of $2,300 and $18,000 for the twelve months ending December 31, 1998 and 1997, respectively. The Company intends to look to the responsible parties and insurers if remediation is required. The Company acquired Fresno Fashion Fair in December 1996. Asbestos has been detected in structural fireproofing throughout much of the Center. Testing data conducted by professional environmental consulting firms indicates that the fireproofing is largely inaccessible to building occupants and is well adhered to the structural members. Additionally, airborne concentrations of asbestos were well within OSHA's permissible exposure limit (PEL) of .1 fcc. The accounting for this acquisition includes a reserve of $3.3 million to cover future removal of this asbestos, as necessary. The Company incurred $255,500 and $170,000 in remediation costs for the twelve months ending December 31, 1998 and 1997, respectively. INSURANCE The Company has comprehensive liability, fire, flood, extended coverage and rental loss insurance with respect to the Centers. The Company or the joint venture, as applicable, also currently carries earthquake insurance covering the Centers located in California. Management believes that such insurance provides adequate coverage. The Company has been notified by certain of its insurance carriers that coverage will not be provided for various claims relating to the Year 2000 issues and is negotiating with such carriers regarding the scope of any Year 2000 exclusions. QUALIFICATION AS A REAL ESTATE INVESTMENT TRUST The Company elected to be taxed as a real estate investment trust under the Internal Revenue Code of 1986, as amended (the "Code"), commencing with its first taxable year ended December 31, 1994, and intends to conduct its operations so as to continue to qualify as a real estate investment trust under the Code. As a real estate investment trust, the Company generally will not be subject to federal and state income taxes on its net taxable income that it currently distributes to stockholders. Qualification and taxation as a real estate investment trust depends on the Company's ability to meet certain dividend distribution tests, share ownership requirements and various qualification tests prescribed in the Code. EMPLOYEES The Company and the Management Companies employ approximately 1,443 persons, including eight executive officers, personnel in the areas of acquisitions and business development (7), property management (260), leasing (68), redevelopment/construction (22), financial services (37) and legal affairs (24). In addition, in an effort to minimize operating costs, the Company generally maintains its own security staff (447) and maintenance staff (570). Approximately six of these employees are represented by a union. The Company believes that relations with its employees are good. 10 ITEM 2. PROPERTIES The following table sets forth certain information about each of the Centers: Year of Year of Company's Original Most Recent Mall and Ownership Name of Center / Construction/ Expansion / Total Free-standing % Location (1) Acquisition Renovation GLA (2) GLA - -------------------------------------------------- --------------- -------------- ---------------- -------------- 100% Boulder Plaza 1969 / 1989 1991 158,997 158,997 Boulder, Colorado 100% Bristol Shopping Center (4) 1966 / 1986 1992 165,279 165,279 Santa Ana, California 50% Broadway Plaza (4) 1951 / 1985 1994 678,855 233,358 Walnut Creek, California 100% Capitola Mall (4) 1977 / 1995 1988 584,962 205,245 Capitola, California 100% Chesterfield Towne Center 1975 / 1994 1997 869,606 404,987 Richmond, Virginia 100% Citadel, The 1972 / 1997 1995 1,045,784 450,444 Colorado Springs, Colorado 100% County East Mall 1966 / 1986 1989 494,343 175,783 Antioch, California 100% Crossroads Mall 1974 / 1994 1991 1,174,207 434,519 Oklahoma City, Oklahoma 100% Fresno Fashion Fair 1970 / 1996 1983 874,306 313,425 Fresno, California 100% Great Falls Marketplace 1997 / 1997 - 159,758 159,758 Great Falls, Montana 100% Greeley Mall 1973 / 1986 1987 581,443 238,081 Greeley, Colorado 100% Green Tree Mall (4) 1968 / 1975 1995 781,737 337,741 Clarksville, Indiana 100% Holiday Village Mall (4) 1959 / 1979 1992 597,361 269,842 Great Falls, Montana 100% Lakewood Mall 1953 / 1975 1996 1,850,903 907,254 Lakewood, California 10% Manhattan Village Shopping Ctr (4) 1981 / 1997 1992 551,847 375,793 Manhattan Beach, California 100% Northgate Mall 1964 / 1986 1987 743,849 273,518 San Rafael, California 50% Panorama Mall 1955 / 1979 1980 324,859 159,859 Panorama, California 100% Queens Center 1973 / 1995 1991 624,337 156,194 Queens, New York 100% Rimrock Mall 1978 / 1996 1980 600,788 285,348 Billings, Montana 100% Salisbury, Centre at 1990 / 1995 1990 883,400 278,419 Salisbury, Maryland 100% South Towne Center 1987 / 1997 1997 1,236,356 459,844 Sandy, Utah 100% Stonewood Mall (4) 1953 / 1997 1991 927,553 356,806 Downey, California Percentage Company's of Mall and Sales Per Ownership Name of Center / Free-standing Square % Location (1) GLA Leased Anchors Foot (3) - ------------------------------------------------------ ---------------- ---------------------------------------- ----------- 100% Boulder Plaza 100.0% ----- $323 Boulder, Colorado 100% Bristol Shopping Center (4) 96.9% ----- 380 Santa Ana, California 50% Broadway Plaza (4) 99.2% Macy's, Nordstrom, 479 Walnut Creek, California Macy's Men's and Juniors 100% Capitola Mall (4) 97.5% Gottschalks, J.C. Penney, 305 Capitola, California Mervyn's, Sears 100% Chesterfield Towne Center 96.0% Dillard's (two), Hechts, Sears 317 Richmond, Virginia 100% Citadel, The 82.4% Dillard's, Foley's, J.C. Penney, Mervyn's 263 Colorado Springs, Colorado 100% County East Mall 88.5% Sears, Gottschalks, Mervyn's (8) 246 Antioch, California 100% Crossroads Mall 91.6% Dillards, Foley's, J.C. Penney, 221 Oklahoma City, Oklahoma Montgomery Ward (6) 100% Fresno Fashion Fair 97.4% Gottschalks, J.C. Penney, Macy's, 321 Fresno, California Macy's Men's and Children 100% Great Falls Marketplace 100.0% ----- 85 Great Falls, Montana 100% Greeley Mall 74.3% Dillard's (two), J.C. Penney, Sears, 237 Greeley, Colorado Montgomery Ward (6) 100% Green Tree Mall (4) 85.8% Dillard's, J.C. Penney, 329 Clarksville, Indiana Sears, Target 100% Holiday Village Mall (4) 93.6% Herberger's, J.C. Penney, Sears, 264 Great Falls, Montana Montgomery Ward (6) 100% Lakewood Mall 96.6% Home Depot, J.C. Penney, Mervyn's, 327 Lakewood, California Montgomery Ward (6), Robinson-May 10% Manhattan Village Shopping Ctr (4) 98.3% Macy's, Macy's Men's & Home 639 Manhattan Beach, California 100% Northgate Mall 92.3% Macy's, Mervyns, Sears 296 San Rafael, California 50% Panorama Mall 98.3% Wal-Mart (5) 408 Panorama, California 100% Queens Center 100.0% J.C. Penney, Macy's 740 Queens, New York 100% Rimrock Mall 93.7% Dillard's, Herbergers, J.C. Penney, 268 Billings, Montana Montgomery Ward (6) 100% Salisbury, Centre at 95.8% Boscov's, J.C. Penney, Hechts, 294 Salisbury, Maryland Montgomery Ward (6), Sears 100% South Towne Center 95.3% Dillard's, J.C. Penney, Mervyn's, Target, 226 Sandy, Utah ZCMI 100% Stonewood Mall (4) 85.7% J.C. Penney, Mervyn's, Robinson-May, 309 Downey, California Sears 11 ITEM 2. PROPERTIES, CONTINUED Year of Year of Company's Original Most Recent Mall and Ownership Name of Center / Construction/ Expansion / Total Free-standing % Location (1) Acquisition Renovation GLA (2) GLA - -------------------------------------------------- --------------- -------------- --------------- ------------- 100% Valley View Center 1973 / 1996 1996 1,507,699 449,802 Dallas, Texas 100% Villa Marina Marketplace 1972 / 1996 1995 448,517 448,517 Marina Del Rey, California 100% Vintage Faire Mall 1977 / 1996 - 1,047,409 347,490 Modesto, California 19% West Acres 1972 / 1986 1992 928,782 376,227 Fargo, North Dakota --------------- ------------- TOTAL / AVERAGE AT DECEMBER 31, 1998 (a) 19,842,937 8,422,530 --------------- ------------- 1998 ACQUISITION CENTERS 100% Carmel Plaza 1974 / 1998 1993 115,215 115,215 Carmel, California 100% Corte Madera, Village at 1985 / 1998 1994 428,398 210,398 Corte Madera, California 100% Northwest Arkansas Mall 1972 / 1998 1997 780,237 305,506 Fayetteville, Arkansas 100% South Plains Mall 1972 / 1998 1995 1,140,574 398,787 Lubbock, Texas 100% Westside Pavilion 1985 / 1998 1991 755,759 397,631 Los Angeles, California ---------------- -------------- TOTAL / AVERAGE 1998 ACQUISITIONS 3,220,183 1,427,537 ---------------- -------------- TOTAL / AVERAGE AT DECEMBER 31, 1998 (b) 23,063,120 9,850,067 ---------------- -------------- ---------------- -------------- Percentage Company's of Mall and Sales Per Ownership Name of Center / Free-standing Square % Location (1) GLA Leased Anchors Foot (3) - ------------------------------------------------------ ---------------- ---------------------------------------- ----------- 100% Valley View Center 92.7% Dillard's, Foleys, J.C. Penney, $274 Dallas, Texas Sears 100% Villa Marina Marketplace 96.7% ----- 429 Marina Del Rey, California 100% Vintage Faire Mall 90.5% Gottschalks, J.C. Penney, Macy's, 315 Modesto, California Macy's Men's & Home, Sears 19% West Acres 96.3% Daytons, Herberger's, J.C. Penney, Sears 346 Fargo, North Dakota ---------------- ----------- TOTAL / AVERAGE AT DECEMBER 31, 1998 (a) 93.4% $337 ---------------- ----------- 1998 ACQUISITION CENTERS 100% Carmel Plaza 97.7% ----- $327 Carmel, California 100% Corte Madera, Village at 92.4% Macy's, Nordstrom 476 Corte Madera, California 100% Northwest Arkansas Mall 91.7% Dillard's (two), J.C. Penney, Sears 267 Fayetteville, Arkansas 100% South Plains Mall 97.8% Beall's, Dillards, J.C. Penney, 295 Lubbock, Texas Mervyn's, Sears 100% Westside Pavilion 90.8% Nordstrom, Robinson-May 375 Los Angeles, California ---------------- ----------- TOTAL / AVERAGE 1998 ACQUISITIONS 93.6% $345 ---------------- ----------- TOTAL / AVERAGE AT DECEMBER 31, 1998 (b) 93.4% $338 ---------------- ----------- ---------------- ----------- 12 ITEM 2. PROPERTIES, CONTINUED Year of Year of Company's Original Most Recent Mall and Ownership Name of Center / Construction/ Expansion / Total Free-standing % Location (1) Acquisition Renovation GLA (2) GLA - -------------------------------------------------- --------------- -------------- --------------- ------------- 1998 ACQUISITION CENTERS (ERE YARMOUTH PORTFOLIO) 50% Eastland Mall (4) 1978 / 1998 1995 1,084,907 543,643 Evansville, IN 50% Empire Mall (4) 1975 / 1998 1988 1,321,708 631,601 Sioux Falls, SD 50% Granite Run Mall 1974 / 1998 1993 1,034,479 533,670 Media, PA 50% Lake Square Mall 1980 / 1998 1992 560,671 264,634 Leesburg, FL 50% Lindale Mall 1963 / 1998 1997 690,417 384,854 Cedar Rapids, IA 50% Mesa Mall 1980 / 1998 1991 849,958 424,141 Grand Junction, CO 50% NorthPark Mall 1973 / 1998 1994 1,057,383 405,850 Davenport, IA 50% Rushmore Mall 1978 / 1998 1992 834,385 363,725 Rapid City, SD 50% Southern Hills Mall 1980 / 1998 ---- 752,588 439,011 Sioux City, IA 50% SouthPark Mall 1974 / 1998 1990 1,034,195 456,139 Moline, IL 50% SouthRidge Mall (4) 1975 / 1998 1998 1,008,267 510,461 Des Moines, IA 50% Valley Mall 1978 / 1998 1992 482,341 196,278 Harrisonburg, VA 1998 ACQUISITION CENTERS (ERE --------------- ------------- YARMOUTH PORTFOLIO) 10,711,299 5,154,007 --------------- ------------- GRAND TOTAL / AVERAGE AT DECEMBER 31, 1998 (c) 33,774,419 15,004,074 --------------- ------------- --------------- ------------- Percentage Company's of Mall and Sales Per Ownership Name of Center / Free-standing Square % Location (1) GLA Leased Anchors Foot (3) - ------------------------------------------------------ ---------------- ---------------------------------------- ----------- 1998 ACQUISITION CENTERS (ERE YARMOUTH PORTFOLIO) 50% Eastland Mall (4) 93.3% DeJong, Famous Barr, J.C. Penney, $299 Evansville, IN Lazarus 50% Empire Mall (4) 92.2% Daytons, J.C. Penney, Kohl's 355 Sioux Falls, SD Sears, Target, Younkers (8) 50% Granite Run Mall 99.1% Boscov's, J.C. Penney, Sears 297 Media, PA 50% Lake Square Mall 88.6% Belk, J.C. Penney, Sears, Target 220 Leesburg, FL 50% Lindale Mall 90.8% Sears, VonMaur, Younkers 272 Cedar Rapids, IA 50% Mesa Mall 94.2% Herberger's, J.C. Penney, Mervyn's, 248 Grand Junction, CO Sears, Target, 50% NorthPark Mall 87.4% J.C. Penney, Montgomery Ward (6), Sears, 244 Davenport, IA VonMaur, Younkers 50% Rushmore Mall 93.4% Herberger's, J.C. Penney, Sears, 256 Rapid City, SD Target (8) 50% Southern Hills Mall 91.9% Sears, Target, Younkers 337 Sioux City, IA 50% SouthPark Mall 90.2% J.C. Penney, Sears, Younkers, 235 Moline, IL VonMaur, Montgomery Ward (6) 50% SouthRidge Mall (4) 92.7% Sears, Younkers, J.C. Penney, 235 Des Moines, IA Target, Montgomery Ward (6) 50% Valley Mall 98.6% Belk, J.C. Penney, Wal-Mart, 279 Harrisonburg, VA Watson's ----------- 1998 ACQUISITION CENTERS (ERE ---- ----------- YARMOUTH PORTFOLIO) 92.7% 280 ---- ----------- ----------- Grand Total / Average at December 31, 1998 (c) 93.2% $319 ---- ----------- ---- ----------- 13 ITEM 2. PROPERTIES, CONTINUED Year of Year of Company's Original Most Recent Mall and Ownership Name of Center / Construction/ Expansion / Total Free-standing % Location (1) Acquisition Renovation GLA (2) GLA - -------------------------------------------------- --------------- -------------- --------------- ------------- MAJOR REDEVELOPMENT PROPERTIES 100% Crossroads Mall (4) 1963 / 1979 1998 808,975 365,538 Boulder, Colorado 100% Huntington Center (4), (7) 1965 / 1996 1997 720,147 323,382 Huntington Beach, California 100% Pacific View (formerly Buenaventura Mall 1965 / 1996 1999 646,851 191,515 Ventura, California 100% Parklane Mall (4) 1967 / 1978 1998 386,911 257,191 Reno, Nevada --------------- ------------- TOTAL MAJOR REDEVELOPMENT CENTERS 2,562,884 1,137,626 --------------- ------------- TOTAL / AVERAGE (d) 36,337,303 16,141,700 --------------- ------------- 1999 ACQUISITION CENTERS (e) 51% Albany Plaza 1983 / 1999 ---- 145,462 145,462 Albany, Oregon 51% Cascade Mall 1989 / 1999 1998 585,259 266,378 Burlington, Washington 51% Eastland Plaza 1974 / 1999 1993 65,313 65,313 Columbus, Ohio 51% Kitsap Mall 1985 / 1999 1997 850,236 340,253 Silverdale, Washington 51% Redmond Town Center (4) (f) 1997 / 1999 ---- 569,289 569,289 Redmond, Washington 51% Washington Square 1974 / 1999 1995 1,422,752 454,425 Tigard, Oregon --------------- ------------- 1999 ACQUISITION CENTERS 3,638,311 1,841,120 --------------- ------------- GRAND TOTAL / AVERAGE 39,975,614 17,982,820 --------------- ------------- --------------- ------------- Percentage Company's of Mall and Sales Per Ownership Name of Center / Free-standing Square % Location (1) GLA Leased Anchors Foot (3) - ------------------------------------------------------ ---------------- ---------------------------------------- ----------- Major Redevelopment Properties 100% Crossroads Mall (4) (9) Foley's, J.C. Penney, Sears (8) (9) Boulder, Colorado 100% Huntington Center (4), (7) (9) Mervyn's, Burlington Coat Factory, (9) Huntington Beach, California Montgomery Ward (6) 100% Pacific View (formerly (9) J.C. Penney, Macy's, Montgomery Ward (6) (9) Buenaventura Mall) Ventura, California (9) Gottschalks (9) 100% Parklane Mall (4) Reno, Nevada TOTAL MAJOR REDEVELOPMENT CENTERS TOTAL / AVERAGE (d) 1999 ACQUISITION CENTERS (e) 51% Albany Plaza 73.2% ----- (10) Albany, Oregon 51% Cascade Mall 87.8% The Bon Marche, Emporium, (10) Burlington, Washington J.C. Penney, Sears 51% Eastland Plaza 74.7% ----- (10) Columbus, Ohio 51% Kitsap Mall 97.3% The Bon Marche, J.C. Penney, Lamonts, (10) Silverdale, Washington Mervyn's, Sears 51% Redmond Town Center (4) (f) 91.3% ----- (10) Redmond, Washington 51% Washington Square 98.2% J.C. Penney, Meier & Frank, Mervyn's, (10) Tigard, Oregon Nordstrom, Sears ------------ 1999 ACQUISITION CENTERS 91.6% ------------ GRAND TOTAL / AVERAGE 93.0% ------------ ------------ A) EXCLUDING 1998 ACQUISITIONS, REDEVELOPMENT PROPERTIES AND 1999 ACQUISITIONS B) EXCLUDING REDEVELOPMENT PROPERTIES, ERE YARMOUTH PORTFOLIO AND 1999 ACQUISITIONS C) EXCLUDING REDEVELOPMENT PROPERTIES AND 1999 ACQUISITIONS D) EXCLUDING 1999 ACQUISITIONS E) INCLUDES FIVE CONTIGUOUS FREESTANDING PROPERTIES F) EXCLUDES THE OFFICE COMPONENT OF THIS MIXED-USE DEVELOPMENT WHICH IS EXPECTED TO BE ACQUIRED IN MAY 1999. 14 ITEM 2. PROPERTIES, CONTINUED (1) The land underlying thirty-nine of the Centers 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. All or part of the land underlying the remaining Centers is owned by third parties and leased to the Company or property partnership pursuant to long-term ground leases. Under the terms of a typical ground lease, the Company or property partnership pays rent for the use of the land and is generally responsible for all costs and expenses associated with the building and improvements. In some cases, the Company or property partnership has an option or right of first refusal to purchase the land. The termination dates of the ground leases range from 2000 to 2070. (2) Includes GLA attributable to Anchors (whether owned or non-owned) and Mall and Freestanding Stores as of December 31, 1998. (3) Sales are based on reports by retailers leasing Mall and Freestanding Stores for the year ending December 31, 1998 for tenants which have occupied such stores for a minimum of twelve months. Consistent with industry practices, sales per square foot are based on gross leased and occupied area, excluding theaters, and are not based on GLA. (4) Portions of the land on which the Center is situated are subject to one or more ground leases. (5) Wal-Mart opened in May 1998. (6) During 1997, Montgomery Ward filed for bankruptcy. Montgomery Ward announced that it will close its stores at Holiday Village Mall, Rimrock Mall and Southridge Mall in 1999. Montgomery Ward has not yet disclosed whether it will cease to operate any of its eight remaining stores at the Centers. (7) Edwards Cinema signed a lease in January 1997 to open a 16 screen theater in the former Broadway location. (8) These properties have a vacant Anchor location. The Company is contemplating various replacement tenant/redevelopment opportunities for these vacant sites. (9) Certain spaces have been intentionally held off the market and remain vacant because of major redevelopment plans. As a result, the Company believes the percentage of Mall and Free-standing GLA leased and the sales per square foot at these major redevelopment properties is not meaningful data. (10) Final 1998 sales per square foot information is not currently available. 15 MORTGAGE DEBT The following table sets forth certain information regarding the mortgages encumbering the Centers, including those Centers in which the Company has less than a 100% interest. All mortgage debt is nonrecourse to the Company. The information set forth below is as of December 31, 1998. Earliest Date Annual Balance on which all Annual Principal Debt Due on Notes Can Property Pledged Fixed or Interest Balance Service Maturity Maturity Be Defeased As Collateral Floating Rate (000's) (000's) Date (000's) or Be Prepaid - ------------------- -------- ---- ------- ------- -------- ------- ------------- Capitola Mall Fixed 9.25% $37,345 $3,801 12/15/01 $36,193 1/15/96 Carmel Plaza (3) Floating 7.54% 25,000 1,911 7/1/99 25,000 Any Time Chesterfield Towne Center (1) Fixed 9.07% 65,064 6,580 1/1/24 1,087 1/1/06 Chesterfield Towne Center Fixed 8.54% 3,266 376 11/1/99 3,183 Any Time Citadel Fixed 7.20% 74,575 6,648 1/1/08 59,962 1/1/03 Corte Madera, Village at (3) Floating 7.28% 60,000 4,332 11/5/99 60,000 Any Time Crossroads Mall - Boulder Fixed 7.08% 35,280 3,948 12/15/10 28,107 1/15/00 Fresno Fashion Fair Fixed 6.52% 69,000 4,561 8/10/08 62,890 8/7/01 Greeley Mall Fixed 8.50% 17,055 2,245 9/15/03 12,519 Any Time Green Tree Mall/Crossroads - OK/ Salisbury Fixed 7.23% 117,714 8,499 3/5/04 117,714 Any Time Holiday Village Fixed 6.75% 17,000 1,147 4/1/01 17,000 1/10/99 Lakewood Mall Fixed 7.20% 127,000 9,140 8/10/05 127,000 Any Time Northgate Mall Fixed 6.75% 25,000 1,688 4/1/01 25,000 1/10/99 Northwest Arkansas Mall Fixed 7.33% 63,000 5,209 1/10/09 49,304 1/1/04 Parklane Mall Fixed 6.75% 20,000 1,350 4/1/01 20,000 1/10/99 Queens Center Floating (2) 65,100 (2) 3/31/99 51,000 Any Time Rimrock Mall Fixed 7.70% 31,002 2,924 1/1/03 28,496 1/1/00 South Plains Mall Fixed 6.30% 28,795 4,180 (4) 1/1/08 336 Any Time South Towne Center Fixed 6.61% 64,000 4,289 10/10/08 64,000 7/24/01 Valley View Mall Fixed 7.89% 51,000 4,080 10/10/06 51,000 4/16/00 Villa Marina Marketplace Fixed 7.23% 58,000 4,249 10/10/06 58,000 8/29/00 Vintage Faire Mall Fixed 7.65% 54,522 5,122 1/1/03 50,089 1/1/00 Westside Pavilion Fixed 6.67% 100,000 6,529 7/1/08 91,133 7/1/01 -------------- Total - Wholly Owned Centers $1,208,718 -------------- -------------- Joint Venture Centers: Broadway Plaza (50%) (5) Fixed 6.68% 37,306 3,089 8/1/08 29,315 Any Time SDG Macerich Properties L.P. (50%) (5) Fixed 6.23%(6) 160,434 11,114 5/15/06 150,000 Any Time SDG Macerich Properties L.P. (50%) (5) Floating 6.15%(6) 92,500 5,689 5/15/03 92,500 Any Time West Acres Center (19%) (5) Fixed 8.89% 7,202 672 7/15/99 6,613 -------------- Total - All Centers $1,506,160 -------------- -------------- - ----------------------------- Notes: (1) The annual debt service payment represents the payment of principal and interest. In addition, contingent interest, as defined in the loan agreement, may be due to the extent that 35% of the gross receipts (as defined in the loan agreement) exceeds a base amount specified therein. Contingent interest recognized was $387,101 for the year ended December 31, 1998 and $98,528 for the year ended December 31, 1997. (2) This loan bore interest at LIBOR plus 0.45%. There was an interest rate protection agreement in place on the first $10.2 million of this debt with a LIBOR ceiling of 5.88% through maturity with the remaining principal having an interest rate cap with a LIBOR ceiling of 7.07% through 1997 and 7.7% thereafter. This loan was paid in full on February 4, 1999 and refinanced with a new loan of $100 million, with interest at 6.74%, maturing in 2009. (3) These loans bear interest at LIBOR plus 2.0%. 16 MORTGAGE DEBT, CONTINUED: (4) This note was assumed at acquisition. At the time of acquisition in June 1998, this debt was recorded at fair market value and the premium was amortized as interest expense over the life of the loan using the effective interest method. The monthly debt service payment was $348,000 per month and was calculated based on a 12.5% interest rate. At December 31, 1998, the unamortized premium was $6,165,000. On February 17, 1999, the loan was paid in full and was refinanced with a new loan of $65 million, with interest at 7.49%, maturing in 2009. (5) Reflects the Company's pro rata share of debt. (6) In connection with the acquisition of these Centers, the joint venture assumed $485 million of mortgage notes payable which are secured by the properties. At acquisition, this debt reflected a fair market value of $322.7 million, which included an unamortized premium of $22.7 million. This premium is being amortized as interest expense over the life of the loan using the effective interest method. At December 31, 1998, the unamortized balance of the debt premium was $20.9 million. This debt is due in May 2006 and requires a monthly payment of $926,000. $185 million of this debt is due in May 2003 and requires monthly interest payments at a variable weighted average rate (based on LIBOR) of 6.15% at December 31, 1998. This variable rate debt is covered by an interest rate cap agreement which effectively prevents the interest rate from exceeding 11.53%. At December 31,1997, the Company had $55.0 million of borrowings outstanding under its $60.0 million unsecured credit facility, which bore interest at LIBOR plus 1.325%. On February 26, 1998, the Company increased this credit facility to $150 million with a maturity of February 2000, currently bearing interest at LIBOR plus 1.15%. The interest rate on such credit facility fluctuates between 0.95% and 1.15% over LIBOR. As of December 31, 1998, $137 million of borrowings was outstanding under this line of credit at an interest rate of 6.79%. Additionally, the Company had issued $776,000 in letters of credit guaranteeing performance by the Company of certain events. The Company does not believe that these letters of credit will result in a liability to the Company. During January 1999, the Company entered into a bank construction loan agreement to fund $89.2 million of costs related to the redevelopment of Pacific View. See "Item 2. Properties." The loan bears interest at LIBOR plus 2.25% and matures in February 2001. Principal is drawn as construction costs are incurred. During 1997, the Company issued and sold $161.4 million of convertible subordinated debentures (the"Debentures") due 2002. The Debentures, which were sold at par, bear interest at 7.25% annually (payable semi-annually) and are convertible at any time, on or after 60 days, from the date of issue at a conversion price of $31.125 per share. The Debentures mature on December 15, 2002 and are callable by the Company after June 15, 2002 at par plus accrued interest. ITEM 3. LEGAL PROCEEDINGS. The Company, the Operating Partnership, the Management Companies and the affiliated partnerships are not currently involved in any material litigation nor, to the Company's knowledge, is any material litigation currently threatened against such entities or the Centers, other than routine litigation arising in the ordinary course of business, most of which is expected to be covered by liability insurance. For information about certain environmental matters, see "Business of the Company - Environmental Matters." ITEM 4. SUBMISSION OF MATTER TO A VOTE OF SECURITY HOLDERS. None. 17 PART II ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS. The common stock of the Company is listed and traded on the New York Stock Exchange ("NYSE") under the symbol "MAC". The common stock began trading on March 10, 1994 at a price of $19 per share. In 1998, the Company's shares traded at a high of $30.375 and a low of $22.25. As of February 18, 1999 there were approximately 300 shareholders of record. The following table shows high and low closing prices per share of common stock during each quarter in 1997 and 1998 and dividends/distributions per share of common stock declared and paid by quarter. Market Quotation Per Share -------------------------- Dividends/Distributions Quarters Ended High Low Declared and Paid - -------------- ---- --- ----------------- March 31, 1997 $ 29 5/8 $ 25 3/8 $ 0.44 June 30, 1997 28 7/8 24 7/8 0.44 September 30, 1997 29 11/16 27 1/8 0.44 December 31, 1997 29 9/16 24 3/4 0.46 March 31, 1998 30 3/8 27 0.46 June 30, 1998 29 3/4 26 1/16 0.46 September 30, 1998 29 3/8 22 1/4 0.46 December 31, 1998 28 7/16 24 0.485 The Company has issued 3,627,131 shares of its Series A Preferred Stock, and 5,487,471 shares of its Series B Preferred Stock. The Series A Preferred Stock and Series B Preferred Stock can be converted into shares of common stock on a one-to-one basis. There is no established public trading market for either the Series A Preferred Stock or the Series B Preferred Stock. All of the outstanding shares of the Series A Preferred Stock are held by Security Capital Preferred Growth Incorporated. All of the outstanding shares of the Series B Preferred Stock are held by Ontario Teachers' Pension Plan Board. The Series A Preferred Stock and Series B Preferred Stock were issued on February 25, 1998 and June 16, 1998, respectively. The following table shows the dividends per share of preferred stock declared and paid by quarter. No dividends will be declared or paid on any class of common or other junior stock to the extent that dividends on Series A Preferred Stock and Series B Preferred Stock have not been declared and/or paid. Series A Series B Preferred Stock Preferred Stock Dividends Dividends Declared and Paid Declared and Paid ----------------- ----------------- Quarters Ended -------------- March 31, 1998 .............................. N/A N/A June 30, 1998 ................................ $0.179 N/A September 30, 1998 ...................... 0.460 $0.071 December 31, 1998........................ 0.485 0.485 On October 1, 1998, the Company issued 30,000 shares of common stock upon the redemption of 30,000 OP Units in a private placement to a limited partner of the Operating Partnership, an accredited investor, pursuant to Section 4(2) of the Securities Act of 1933, as amended. 18 ITEM 6. SELECTED FINANCIAL DATA. The following sets forth selected financial data for the Company on a historical and pro forma consolidated basis, and for the Centers and the Management Companies (collectively, the "Predecessor") on a historical combined basis. The following data should be read in conjunction with the financial statements (and the notes thereto) of the Company and "Management's Discussion And Analysis of Financial Condition and Results of Operations" each included elsewhere in this Form 10-K. The pro forma data for the Company for the year ended December 31, 1994 has been prepared as if the IPO, and the transactions related to the reorganization of the Operating Partnership and formation of the Company (the "Formation") and the application of the net proceeds of the IPO had occurred as of January 1, 1994. The pro forma information is not necessarily indicative of what the Company's financial position or results of operations would have been assuming the completion of the Formation and IPO at the beginning of the period indicated, nor does it purport to project the Company's financial position or results of operations at any future date or for any future period. The Selected Financial Data is presented on a combined basis. The limited partnership interests in the Operating Partnership (not owned by the REIT) are reflected in the pro forma data as minority interest. Centers in which the Company does not have a controlling ownership interest (Panorama Mall, North Valley Plaza, Broadway Plaza, Manhattan Village, SDG Macerich Properties, L.P. and West Acres Shopping Center) are referred to as the "Joint Venture Centers", and along with the Management Companies, are reflected in the selected financial data under the equity method of accounting. Accordingly, the net income from the Joint Venture Centers and the Management Companies that is allocable to the Company is included in the statement of operations as "Equity in income (loss) of unconsolidated joint ventures and Management Companies." 19 ITEM 6. SELECTED FINANCIAL DATA The Company Predecessor ---------------------------------------------------------------------------- -------------- Pro Forma as Reported March 16 to January 1 to 1998 1997 1996 1995 for 1994 Dec 31,1994 Mar 15,1994 ---- ---- ---- ---- -------- ----------- ----------- (All amounts in thousands, except per share data) OPERATING DATA: Revenues: Minimum rents $179,710 $142,251 $99,061 $69,253 $59,640 $48,663 $9,993 Percentage rents 12,856 9,259 6,142 4,814 4,906 3,681 851 Tenant recoveries 86,740 66,499 47,648 26,961 22,690 18,515 3,108 Management fee income (2) - - - - - - 528 Other 4,555 3,205 2,208 1,441 921 582 100 ---------- -------- ---------- -------- -------- --------- --------- Total revenues 283,861 221,214 155,059 102,469 88,157 71,441 14,580 Shopping center expenses 89,991 70,901 50,792 31,580 28,373 22,576 4,891 Management, leasing and development services (2) - - - - - - 557 REIT general and administrative expenses 4,373 2,759 2,378 2,011 1,954 1,545 - Depreciation and amortization 53,141 41,535 32,591 25,749 23,195 18,827 3,642 Interest expense 91,433 66,407 42,353 25,531 19,231 16,091 6,146 ---------- -------- ---------- -------- -------- --------- --------- Income (loss) before minority interest, unconsolidated entities and extraordinary item 44,923 39,612 26,945 17,598 15,404 12,402 (656) Minority interest (1) (12,902) (10,567) (10,975) (8,246) (8,008) (6,792) - Equity in income (loss) of unconsolidated joint ventures and management companies (2) 14,480 (8,063) 3,256 3,250 3,054 3,016 (232) Gain on sale of assets 9 1,619 - - - - - Extraordinary loss on early extinguishment of debt (2,435) (555) (315) (1,299) - - - ---------- -------- ---------- -------- -------- --------- --------- Net income (loss) 44,075 22,046 18,911 11,303 10,450 8,626 (888) Less preferred dividends 11,547 - - - - - N/A ---------- -------- ---------- -------- -------- --------- --------- Net income (loss) available to common stockholders $32,528 $22,046 $18,911 $11,303 $10,450 $8,626 ($888) ---------- -------- ---------- -------- -------- --------- --------- ---------- -------- ---------- -------- -------- --------- --------- Earnings per share - basic: (3) Income before extraordinary item $1.14 $0.86 $0.92 $0.78 $0.72 $0.60 N/A Extraordinary item (0.08) (0.01) (0.01) (0.05) - - N/A ---------- -------- ---------- -------- -------- --------- Net income per share - basic $1.06 $0.85 $0.91 $0.73 $0.72 $0.60 N/A ---------- -------- ---------- -------- -------- --------- ---------- -------- ---------- -------- -------- --------- Earnings per share - diluted: (3)(7) Income before extraordinary item $1.11 $0.86 $0.90 $0.78 $0.72 $0.60 N/A Extraordinary item (0.05) (0.01) (0.01) (0.05) - - N/A ---------- -------- ---------- -------- -------- --------- Net income per share - diluted $1.06 $0.85 $0.89 $0.73 $0.72 $0.60 N/A ---------- -------- ---------- -------- -------- --------- ---------- -------- ---------- -------- -------- --------- 20 ITEM 6. SELECTED FINANCIAL DATA, CONTINUED The Company Predecessor ----------------------------------------------------------------------------- -------------- Pro Forma as Reported March 16 to January 1 to 1998 1997 1996 1995 for 1994 Dec 31,1994 Mar 15,1994 ---- ---- ---- ---- -------- ----------- ----------- (All amounts in thousands except per share data and number of Centers) OTHER DATA: Funds from operations-diluted (4) $120,518 $83,427 $62,428 $44,938 $39,343 $32,710 N/A EBITDA (5) $189,497 $147,554 $101,889 $68,878 $57,592 $47,320 N/A Cash flows from (used in): Operating activities $85,176 $78,476 $80,431 $48,186 N/A $30,011 N/A Investing activities ($761,147) ($215,006) ($296,675) ($88,413) N/A ($137,637) N/A Financing activities $675,960 $146,041 $216,317 $51,973 N/A $99,584 N/A Number of centers at year end 47 30 26 19 16 16 14 Weighted average number of shares outstanding - basic (6) 43,016 37,982 32,934 26,930 25,645 25,714 N/A Weighted average number of shares outstanding - diluted N/A (6)(7) 43,628 38,403 33,320 26,984 25,771 25,840 Cash distributions declared per common share $1.865 $1.78 $1.70 $1.66 N/A $0.87 N/A FFO per share - diluted (4) $2.426 $2.172 $1.874 $1.669 $1.534 N/A N/A The Company ---------------------------------------------------------------------- December 31, ---------------------------------------------------------------------- 1998 1997 1996 1995 1994 ---- ---- ---- ---- ---- ( All amounts in thousands) BALANCE SHEET DATA: Investment in real estate (before accumulated depreciation) $2,213,125 $1,607,429 $1,273,085 $ 833,998 $ 554,788 Total assets $2,322,056 $1,505,002 $1,187,753 $ 763,398 $ 485,903 Total mortgage, notes and debentures payable $1,507,118 $1,122,959 $ 789,239 $ 485,193 $ 313,632 Minority interest (1) $ 165,524 $ 100,463 $ 112,242 $ 95,740 $ 72,376 Stockholders' equity $ 577,413 $ 216,295 $ 237,749 $ 158,345 $ 86,939 (1) "Minority Interest" reflects the ownership interest in the Operating Partnership not owned by the REIT. (2) Unconsolidated joint ventures include all Centers in which the Company does not have a controlling ownership interest and the Management Companies. The Management Companies on a pro forma basis and after March 15, 1994 have been reflected using the equity method. (3) Earnings per share is based on SFAS No. 128 for all years presented. (4) Funds from Operations ("FFO") represents net income (loss) (computed in accordance with generally accepted accounting principles ("GAAP")), excluding gains (or losses) from debt restructuring and sales or write-down of assets, plus depreciation and amortization (excluding depreciation on personal property and amortization of loan and financial instrument costs), and after adjustments for unconsolidated entities. Adjustments for unconsolidated entities are calculated on the same basis. FFO does not represent cash flow from operations as defined by GAAP and is not necessarily indicative of cash available to fund all cash flow needs. The computation of FFO - diluted and diluted average number of shares outstanding includes the effect of outstanding common stock options and restricted stock using the treasury method. Convertible debentures for the twelve month period ending December 31, 1998 are anti-dilutive and are not included. On February 25, 1998, the Company sold $100 million of its Series A Preferred Stock. On June 17, 1998, the Company sold $150 million of its Series B Preferred Stock. The preferred stock can be converted on a one-for-one basis for common stock. The preferred shares are not assumed converted for purposes of net income per share as they would be anti-dilutive to that calculation. The preferred shares are assumed converted for purposes of FFO-diluted per share as they are dilutive to that calculation. 21 ITEM 6. SELECTED FINANCIAL DATA, CONTINUED (5) EBITDA represents earnings before interest, income taxes, depreciation, amortization, minority interest, equity in income (loss) of unconsolidated entities, extraordinary items, gain (loss) on sale of assets and preferred dividends. This data is relevant to an understanding of the economics of the shopping center business as it indicates cash flow available from operations to service debt and satisfy certain fixed obligations. EBITDA should not be construed by the reader as an alternative to operating income as an indicator of the Company's operating performance, or to cash flows from operating activities (as determined in accordance with GAAP) or as a measure of liquidity. (6) Assumes that all OP Units are converted to common stock. (7) Assumes issuance of common stock for in-the-money options and restricted stock calculated using the Treasury method in accordance with SFAS No. 128 for all years presented. 22 ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS GENERAL BACKGROUND AND PERFORMANCE MEASUREMENT The Company believes that the most significant measures of its operating performance are Funds from Operations and EBITDA. Funds from Operations is defined as net income (loss) (computed in accordance with GAAP), excluding gains (or losses) from debt restructuring and sales or write-down of assets, plus depreciation and amortization (excluding depreciation on personal property and amortization of loan and financial instrument costs), and after adjustments for unconsolidated entities. Adjustments for unconsolidated entities are calculated on the same basis. Funds from Operations does not represent cash flow from operations as defined by GAAP and is not necessarily indicative of cash available to fund all cash flow needs. EBITDA represents earnings before interest, income taxes, depreciation, amortization, minority interest, equity in income (loss) of unconsolidated entities, extraordinary items, gain (loss) on sale of assets and preferred dividends. This data is relevant to an understanding of the economics of the shopping center business as it indicates cash flow available from operations to service debt and satisfy certain fixed obligations. EBITDA should not be construed as an alternative to operating income as an indicator of the Company's operating performance, or to cash flows from operating activities (as determined in accordance with GAAP) or as a measure of liquidity. While the performance of individual Centers and the Management Companies determines EBITDA, the Company's capital structure also influences Funds from Operations. The most important component in determining EBITDA and Funds from Operations is Center revenues. Center revenues consist primarily of minimum rents, percentage rents and tenant expense recoveries. Minimum rents will increase to the extent that new leases are signed at market rents that are higher than prior rents. Minimum rent will also fluctuate up or down with changes in the occupancy level. Additionally, to the extent that new leases are signed with more favorable expense recovery terms, expense recoveries will increase. Percentage rents generally increase or decrease with changes in tenant sales. As leases roll over, however, a portion of historical percentage rent is often converted to minimum rent. It is therefore common for percentage rents to decrease as minimum rents increase. Accordingly, in discussing financial performance, the Company combines minimum and percentage rents in order to better measure revenue growth. The following discussion is based primarily on the consolidated financial statements of the Company for the years ended December 31, 1998, 1997 and 1996. The following discussion compares the activity for the year ended December 31, 1998 to results of operations for 1997. Also included is a comparison of the activities for the year ended December 31, 1997 to the results for the year ended December 31, 1996. This information should be read in conjunction with the accompanying consolidated financial statements and notes thereto. FORWARD-LOOKING STATEMENTS This annual report on Form 10-K contains or incorporates statements that constitute forward-looking statements. Those statements appear in a number of places in this Form 10-K and include statements regarding, among other matters, the Company's growth and acquisition opportunities, the Company's acquisition strategy, regulatory matters pertaining to compliance with governmental regulations and other factors affecting the Company's financial condition or results of operations. Words such as "expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates," and "should" and variations of these words and similar expressions, are used in many cases to identify these forward-looking statements. 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 or industry results to vary materially from the Company's future results, performance or achievements, or those of the industry, expressed or implied in such forward-looking statements. 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, lease rents, availability and cost of financing and operating expenses; adverse changes in the real estate markets including, among other things, competition with other companies, retail formats and technology, risks of real estate development and acquisition; governmental actions and initiatives; environmental and safety requirements; and Year 2000 compliance issues of the Company and third parties and related service interruptions or payment delays. The Company will not update any forward-looking information to reflect actual results or changes in the factors affecting the forward-looking information. 23 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following table reflects the Company's acquisitions in 1996, 1997 and 1998: Date Acquired Location -------------- ---------------- "1996 Acquisition Centers": - --------------------------- Villa Marina Marketplace January 25, 1996 Marina Del Rey, California Valley View Center October 21, 1996 Dallas, Texas Rimrock Mall November 27, 1996 Billings, Montana Vintage Faire Mall November 27, 1996 Modesto, California Pacific View (formerly known as Buenaventura Mall) December 18, 1996 Ventura, California Fresno Fashion Fair December 18, 1996 Fresno, California Huntington Center December 18, 1996 Huntington Beach, California "1997 Acquisition Centers": - --------------------------- South Towne Center March 27, 1997 Sandy, Utah Stonewood Mall August 6, 1997 Downey, California Manhattan Village (*) August 19, 1997 Manhattan Beach, California The Citadel Mall December 19, 1997 Colorado Springs, Colorado Great Falls Marketplace December 31, 1997 Great Falls, Montana "1998 Acquisition Centers": - ---------------------------- ERE/Yarmouth Portfolio (*) February 27, 1998 Twelve properties in eight states South Plains Mall June 19, 1998 Lubbock, Texas Westside Pavilion July 1, 1998 Los Angeles, California Village at Corte Madera June-July 1998 Corte Madera, California Carmel Plaza August 10, 1998 Carmel, California Northwest Arkansas Mall December 15, 1998 Fayetteville, Arkansas (*) denotes the Company owns these Centers through a joint venture partnership. The financial statements include the results of these Centers for periods subsequent to their acquisition. Many of the variations in the results of operations, discussed below, occurred due to the addition of these properties to the portfolio during 1998, 1997 and 1996. Many factors impact the Company's ability to acquire additional properties including the availability and cost of capital, overall debt to market capitalization level, interest rates and availability of potential acquisition targets that meet the Company's criteria. Accordingly, management is uncertain whether during the balance of 1999, and in future years, there will be similar acquisitions and corresponding increases in revenues, net income and Funds from Operations that occurred as a result of the 1998, 1997 and 1996 Acquisition Centers. Pacific View (formerly known as Buenaventura Mall), Crossroads Mall-Boulder, Huntington Center and Parklane Mall are currently under redevelopment and are referred to herein as the "Redevelopment Centers." All other centers are referred to herein as the "Same Centers". The bankruptcy and/or closure of an Anchor, or its sale to a less desirable retailer, could adversely affect customer traffic in a Center and thereby reduce the income generated by that Center. Furthermore, the closing of an Anchor could, under certain circumstances, allow certain other Anchors or other tenants to terminate their leases or cease operating their stores at the Center or otherwise adversely affect occupancy at the Center. During 1997, Montgomery Ward filed for bankruptcy. The Company has Montgomery Ward as an Anchor in 11 of its Centers. Montgomery Ward has indicated that it plans to cease operating at three of these locations. The Company is negotiating to recapture these locations and replace Montgomery Ward with another department store. Montgomery Ward has not yet disclosed whether they will cease to operate any of its eight remaining stores at the Centers. If Montgomery Ward ceases to operate any of its stores and the Company is unable to replace them with other tenants, it could have an adverse effect on a Center. In addition, the Company's success in the highly competitive real estate shopping center business depends upon many other factors, including general economic conditions, the ability of tenants to make rent payments, increases or decreases in operating expenses, occupancy levels, changes in demographics, competition from other centers and forms of retailing and the ability to renew leases or relet space upon the expiration or termination of leases. 24 ASSETS AND LIABILITIES Total assets increased to $2,322 million at December 31, 1998 compared to $1,505 million at December 31, 1997 and $1,188 million at December 31, 1996. During that same period, total liabilities increased from $838 million in 1996 to $1,188 million in 1997 and $1,579 million in 1998. These changes were primarily as a result of the 1996 and 1998 common stock offerings, the 1997 convertible debenture offering, the purchase of the 1998, 1997 and 1996 Acquisition Centers and related debt transactions. A. EQUITY OFFERINGS The Company sold 7,920,181 shares of its common stock in six offerings during 1998, raising $203.8 million of net proceeds. On February 25, 1998, the Company issued 3,627,131 shares of its Series A Preferred Stock for net proceeds totaling $99.0 million. On June 17, 1998, the Company issued 5,487,471 shares of its Series B Preferred Stock for net proceeds totaling $148.5 million. The total net proceeds from the 1998 common and preferred stock offerings totaled $451.3 million. These proceeds were used for the 1998 acquisitions, reducing borrowings under the Company's line of credit and general corporate purposes. B. ACQUISITIONS On February 27, 1998, the Company, through a 50/50 joint venture with an affiliate of Simon Property Group, Inc., acquired the ERE Yarmouth portfolio of twelve regional malls. The properties in the portfolio comprise 10.7 million square feet and are located in eight states. The total purchase price was $974.5 million, which included $485.0 million of assumed debt, at market value. The Company's share of the cash component of the purchase price was funded by issuing $100.0 million of Series A Preferred Stock, $80.0 million of common stock and borrowing the balance from the Company's line of credit. South Plains Mall was acquired on June 19, 1998. South Plains Mall is a 1,140,574 square foot super regional mall located in Lubbock, Texas. The purchase price was $115.5 million, consisting of $29.3 million of assumed debt, at fair market value, and $86.2 million of cash. The cash portion was funded with a portion of the proceeds from the Company's Series B Preferred Stock offering. Westside Pavilion was acquired on July 1, 1998 for $170.5 million. Westside Pavilion is a 755,759 square foot regional mall located in Los Angeles, California. The purchase price was funded with a portion of the proceeds from the Company's Series B Preferred Stock offering, borrowings under the Company's line of credit and the placement of a ten year $100.0 million mortgage secured by the property. The Village at Corte Madera is a 428,398 square foot regional mall in Corte Madera, California, which the Company acquired in two phases: (i) 40% on June 16, 1998 and (ii) the remaining 60% on July 24, 1998. In addition, Carmel Plaza, a 115,215 square foot community shopping center in Carmel, California was acquired on August 10, 1998. The combined purchase price was $165.5 million, consisting of $40.0 million of assumed debt, the issuance of $7.9 million of OP Units and $117.6 million in cash. The cash component was funded by borrowings under the Company's line of credit. Northwest Arkansas Mall was acquired on December 15, 1998. Northwest Arkansas Mall is a 780,237 square foot regional mall located in Fayetteville, Arkansas. The purchase price of $94.0 million was funded by a concurrently placed loan of $63.0 million and borrowings of $31.0 million under the Company's line of credit. On February 18, 1999, through a 51/49 joint venture with Ontario Teachers' Pension Plan Board, the Company closed on the first phase of a two phase acquisition of a portfolio of properties. The phase one closing included the acquisition of three regional malls, the retail component of a mixed-use development, five contiguous properties and two non-contiguous community shopping centers comprising approximately 3.6 million square feet for a total purchase price of approximately $427.0 million. The purchase price was funded with a $120.0 million loan placed concurrently with the closing, $140.4 million of debt from an affiliate of the seller, and $39.4 million of assumed debt. The balance of the purchase price was paid in cash. The Company's share of the cash component was funded with the proceeds from two refinancings of centers and borrowings under the Company's line of credit. 25 B. ACQUISITIONS, CONTINUED: The second phase consists of the acquisition of the office component of the mixed-use development for a purchase price of approximately $115 million. The closing of the second phase is expected to occur in May 1999. C. REFINANCINGS On August 3, 1998, the Company, along with the joint venture partner, refinanced the debt secured by Broadway Plaza. The loan of $43.5 million was paid in full and a new note was issued for $75.0 million bearing interest at a fixed rate of 6.68% and maturing August 1, 2008. On August 7, 1998, the Company refinanced the debt on Fresno Fashion Fair. A $38.0 million loan was paid in full and a new secured note was issued for $69.0 million bearing interest at a fixed rate of 6.52% and maturing August 10, 2008. RESULTS OF OPERATIONS COMPARISON OF YEARS ENDED DECEMBER 31, 1998 AND 1997 REVENUES Minimum and percentage rents increased by 27% to $192.6 million in 1998 from $151.5 million in 1997. Approximately $18.9 million of the increase resulted from the 1997 Acquisition Centers, $18.8 million resulted from the 1998 Acquisition Centers and $5.0 million of the increase was attributable to the Same Centers. These increases were partially offset by revenue decreases at the Redevelopment Centers of $1.6 million in 1998. Tenant recoveries increased to $86.7 million in 1998 from $66.5 million in 1997. The 1998 and 1997 Acquisition Centers generated $17.7 million of this increase and $2.2 million of the increase was from the Same Centers. Other income increased to $4.5 million in 1998 from $3.2 million in 1997. Approximately $0.6 million of the increase related to the 1998 and 1997 Acquisition Centers, $0.7 million of the increase was attributable to the Same Centers and the Redevelopment Centers. EXPENSES Shopping center expenses increased to $90.0 million in 1998 compared to $70.9 million in 1997. Approximately $17.3 million of the increase resulted from the 1998 and 1997 Acquisition Centers. The other Centers had a net increase of $1.8 million in shopping center expenses resulting primarily from increased property taxes and recoverable expenses. General and administrative expenses increased to $4.4 million in 1998 from $2.8 million in 1997 primarily due to the accounting change required by EITF 97-11, "Accounting for Internal Costs Relating to Real Estate Property Acquisitions," which requires the expensing of internal acquisition costs. Previously in accordance with GAAP, certain internal acquisition costs were capitalized. The increase is also attributable to higher executive and director compensation expense. INTEREST EXPENSE Interest expense increased to $91.4 million in 1998 from $66.4 million in 1997. This increase of $25.0 million is primarily attributable to the acquisition activity in 1997 and 1998, which was partially funded with secured debt and borrowings under the Company's line of credit. In addition, in June and July of 1997, the Company issued $161.4 million of convertible debentures, which contributed to $5.7 million of this increase. DEPRECIATION AND AMORTIZATION Depreciation increased to $53.1 million from $41.5 million in 1997. This increase relates primarily to the 1997 and 1998 Acquisition Centers. 26 MINORITY INTEREST The minority interest represents the 28.4% weighted average interest of the Operating Partnership that was not owned by the Company during 1998. This compares to 31.8% not owned by the Company during 1997. INCOME (LOSS) FROM UNCONSOLIDATED JOINT VENTURES AND MANAGEMENT COMPANIES The income from unconsolidated joint ventures and the Management Companies was $14.5 million for 1998, compared to a loss of $8.1 million in 1997. A total of $14.5 million of the change is attributable to the 1998 acquisition of the ERE/Yarmouth portfolio. Also, in 1997, there was a write-down and loss of $10.5 million on the sale of North Valley Plaza. GAIN ON SALE OF ASSETS During 1997, the Company sold a parcel of land for a net gain of $1.6 million compared to a minimal amount of gain on sale recognized in 1998. EXTRAORDINARY LOSS FROM EARLY EXTINGUISHMENT OF DEBT In 1998, the Company wrote off $2.4 million of unamortized financing costs, compared to $0.6 million written off in 1997. NET INCOME AVAILABLE TO COMMON STOCKHOLDERS As a result of the foregoing, net income available to common stockholders increased to $32.5 million in 1998 from $22.0 million in 1997. OPERATING ACTIVITIES Cash flow from operations was $85.2 million in 1998 compared to $78.4 million in 1997. The increase resulted from the factors discussed above, primarily the impact of the 1997 and 1998 Acquisition Centers. INVESTING ACTIVITIES Cash flow used in investing activities was $761.1 million in 1998 compared to $215.0 million in 1997. The change resulted primarily from the higher volume of acquisition activity completed in 1998 compared to 1997. FINANCING ACTIVITIES Cash flow from financing activities was $676.0 million in 1998 compared to $146.0 million in 1997. The increase resulted from the offerings of 7,920,181 shares of common stock, 3,627,131 shares of Series A Preferred Stock and 5,487,471 shares of Series B Preferred Stock completed in 1998. No equity was raised in 1997. EBITDA AND FUNDS FROM OPERATIONS Primarily because of the factors mentioned above, EBITDA increased 28% to $189.5 million in 1998 from $147.6 million in 1997 and Funds from Operations - Diluted increased 44% to $120.5 million from $83.4 million in 1997. COMPARISON OF YEARS ENDED DECEMBER 31, 1997 AND 1996 REVENUES Minimum and percentage rents increased by 44% to $151.5 million in 1997 from $105.2 million in 1996. Approximately $36.0 million of the increase resulted from the 1996 Acquisition Centers and $11.9 million resulted from the 1997 Acquisition Centers. These increases were partially offset by decreases of $0.5 million at Parklane Mall and $0.3 million at Crossroads-Boulder, both due to reduced occupancy incurred during redevelopment. 27 REVENUES, CONTINUED: Tenant recoveries increased to $66.5 million in 1997 from $47.7 million in 1996. The 1997 and 1996 Acquisition Centers generated $19.6 million of this increase. These increases were partially offset by lower recoveries resulting from lower Same Center recoverable expenses in 1997 compared to 1996. Other income increased to $3.2 million in 1997 from $2.2 million in 1996. Approximately $0.5 million of the increase related to the 1997 and 1996 Acquisition Centers, and approximately $0.5 million of this increase resulted from nonrecurring fee income received in 1997. EXPENSES Shopping center expenses increased to $70.9 million in 1997 compared to $50.8 million in 1996. Approximately $20.9 million of the increase resulted from the 1997 and 1996 Acquisition Centers. The other centers had a net decrease of $0.8 million in shopping center expenses resulting primarily from decreased property taxes, insurance premiums and recoverable expenses. General and administrative expenses increased to $2.8 million in 1997 from $2.4 million in 1996, primarily due to increased executive and director compensation expense and professional fee expense. INTEREST EXPENSE Interest expense increased to $66.4 million in 1997 from $42.4 million in 1996. This increase of $24.0 million is attributable to the acquisition activity in 1997 and 1996, which was partially funded with secured debt. In addition, in June and July 1997, the Company issued $161.4 million of convertible debentures. DEPRECIATION AND AMORTIZATION Depreciation increased to $41.5 million from $32.6 million in 1996. This increase relates primarily to the 1996 and 1997 Acquisition Centers. MINORITY INTEREST The minority interest represented the 31.8% weighted average interest of the Operating Partnership that was not owned by the Company during 1997. This compares to 36.9% not owned by the Company during 1996. INCOME (LOSS) FROM UNCONSOLIDATED JOINT VENTURES AND MANAGEMENT COMPANIES The loss from unconsolidated joint ventures and the Management Companies was $8.1 million for 1997, compared to a gain of $3.3 million in 1996. A total of $10.5 million of the change is attributable to the write-down and the loss on the sale of North Valley Plaza in 1997. GAIN ON SALE OF ASSETS During 1997 the Company sold a parcel of land for a net gain of $1.6 million. There was no gain on sale recognized in 1996. EXTRAORDINARY LOSS FROM EARLY EXTINGUISHMENT OF DEBT In 1997 the Company wrote off $0.6 million of unamortized financing costs, compared to $0.3 million written off in 1996. NET INCOME As a result of the foregoing, net income increased to $22.0 million in 1997 from $18.9 million in 1996. 28 OPERATING ACTIVITIES Cash flow from operations was $78.5 million in 1997 compared to $80.4 million in 1996. The decrease resulted from the factors discussed above, primarily the impact of the 1996 and 1997 Acquisition Centers and related financings. INVESTING ACTIVITIES Cash flow used in investing activities was $215.0 million in 1997 compared to $296.7 million in 1996. The change resulted primarily from the four acquisitions completed in 1997 compared to seven acquisitions in 1996. FINANCING ACTIVITIES Cash flow from financing activities was $146.0 million in 1997 compared to $216.3 million in 1996. The decrease resulted from more acquisition financing done in 1996 than 1997. EBITDA AND FUNDS FROM OPERATIONS Due primarily to the factors mentioned above, EBITDA increased 45%, to $147.6 million in 1997 from $101.9 million in 1996 and Funds From Operations increased 33%, to $83.2 million, from $62.4 million in 1996. LIQUIDITY AND CAPITAL RESOURCES The Company intends to meet its short term liquidity requirements through cash generated from operations and working capital reserves. The Company anticipates that revenues will continue to provide necessary funds for its operating expenses and debt service requirements, and to pay dividends to stockholders in accordance with REIT requirements. The Company anticipates that cash generated from operations, together with cash on hand, will be adequate to fund capital expenditures which will not be reimbursed by tenants, other than non-recurring capital expenditures. Capital for major expenditures or major redevelopments has been, and is expected to continue to be, obtained from equity or debt financings which include borrowings under the Company's line of credit and construction loans. However, many factors impact the Company's ability to access capital, such as its overall debt to market capitalization level, interest rates and interest coverage ratios. The Company currently is undertaking a $90 million redevelopment of Pacific View. See "Item 2. Properties." The Company has a bank construction loan agreement to fund $89.2 million of these construction costs. The Company believes that it will have access to the capital necessary to expand its business in accordance with its strategies for growth and maximizing Funds from Operations. The Company presently intends to obtain additional capital necessary to expand its business through a combination of additional public and private equity offerings, debt financings and/or joint ventures. During 1998 and 1999, the Company acquired two portfolios through joint ventures with another party. The Company believes such joint venture arrangements provide an attractive alternative to other forms of financing, particularly during periods when access to public capital markets is restricted by prevailing market conditions. See "Equity Offerings" and "Acquisitions." The Company's total outstanding loan indebtedness at December 31, 1998 was $1.8 billion (including its pro rata share of joint venture debt). This equated to a debt to Total Market Capitalization (defined as total debt of the Company, including its pro rata share of joint venture debt, plus aggregate market value of outstanding shares of common stock, assuming full conversion of OP Units and preferred stock into common stock) ratio of approximately 56% at December 31, 1998. The Company's debt consists primarily of fixed-rate conventional mortgages payable secured by individual properties. See "Properties-Mortgage Debt" for a description of the Company's outstanding mortgage indebtedness. The Company has filed a shelf registration statement, effective December 8, 1997, to sell securities. The shelf registration is for a total of $500 million of common stock, common stock warrants or common stock rights. On February 18, 1998, the Company issued 1,052,650 shares and on February 23, 1998 an additional 1,826,484 shares were issued. On April 24, 1998, the Company issued 808,989 shares and an additional 967,256, 1,864, 802 and 1,400,000 shares were issued on April 29, 1998, May 29, 1998 and December 14, 1998, respectively. The aggregate offering price of these transactions was approximately $212.9 million, leaving approximately $287.1 million available under the shelf registration statement. 29 LIQUIDITY AND CAPITAL RESOURCES, CONTINUED: The Company has an unsecured line of credit for up to $150.0 million. There was $137.0 million of borrowings outstanding at December 31, 1998. At December 31, 1998, the Company had cash and cash equivalents available of $25.1 million. YEAR 2000 READINESS DISCLOSURE THE INFORMATION PROVIDED BELOW CONTAINS YEAR 2000 STATEMENTS AND IS A YEAR 2000 READINESS DISCLOSURE PURSUANT TO PUB. L. NO. 105-271. YEAR 2000 ISSUES The Year 2000 issue is the result of many existing computer programs and embedded technology using two digits rather than four to define the applicable year. The Company's computer equipment and software and devices with embedded technology that are time-sensitive may recognize a date using "00" as the year 1900 rather than the year 2000. This could result in system failure or erroneous data which would cause disruptions of operations. The Company has initiated a Year 2000 compliance program consisting of the following phases: (1) identification of Year 2000 issues; (2) assessment of Year 2000 compliance of systems; (3) remediation or replacement of non-compliant systems; (4) testing to verify compliance; and (5) contingency planning, as appropriate. This program includes a review of both information technology ("IT") and non-IT systems and is being supervised by the Company's Year 2000 team which consists of management as well as operational and IT staff members. On February 18, 1999, the Company acquired several properties from various Safeco Corporation entities and is in the process of reviewing each property's Year 2000 readiness. Such review is anticipated to be completed by June 30, 1999. See "Recent Developments - Acquisitions". The following disclosure provides information regarding the Company's properties excluding those acquisition properties. IT SYSTEMS The Company has reviewed its core computer hardware systems and software programs to determine if such systems and programs will properly process dates in the Year 2000 and thereafter. Based on manufacturer or vendor information, the Company presently believes most of its critical computer hardware systems and software programs are substantially Year 2000 compliant. The Company is aware of one critical hardware system which needs a Year 2000 upgrade at a cost of approximately $13,100. The Company is currently conducting its own evaluation and testing to verify compliance of its critical hardware systems and software and expects to conclude such testing by June 1, 1999. The most important software program to the Company's operations is its property management and accounting software. The Company has been advised by its independent software vendor that it has completed its evaluation, testing and modification of this program and the necessary changes have been completed to achieve Year 2000 compliance. The Company is conducting its own evaluation and testing to confirm this conclusion and expects to complete such testing by June 1, 1999. The Company completed its assessment of the Year 2000 compliance of its non-critical computer hardware systems and software programs by its target date of December 31, 1998. Based on manufacturer or vendor information, the Company presently believes that substantially all of its non-critical hardware systems and software programs are Year 2000 compliant. 30 YEAR 2000 READINESS DISCLOSURE, CONTINED: NON-IT SYSTEMS Part of the Company's Year 2000 program also includes a review of the various operating systems of each of its portfolio properties and main offices. These systems typically include embedded technology which complicates the Company's Year 2000 efforts. Examples of these types of systems include energy management systems, telecommunication systems, elevators, security systems and copiers. The various operating systems have been assigned priorities based on the importance of the system to each property's operations and the potential impact of non-compliance. All of the Company's properties have substantially completed their initial assessment of each system and are verifying Year 2000 compliance through the manufacturers and/or vendors of the systems. Approximately 70% of the critical operating systems for which the Company has received information from manufacturers or vendors are substantially Year 2000 compliant as reported by such entities. Certain critical systems, 11 energy management systems, one telephone system, and one parking access computer software system, will need Year 2000 upgrades and the Company is in the process of obtaining such upgrades at an aggregate cost of approximately $50,000. Other non-compliant critical systems are being upgraded by the manufacturer at no cost to the Company or were previously scheduled for replacement or upgrades prior to January 1, 2000. With respect to approximately 20% of its critical operating systems, the Company has not received the necessary information to assess the Year 2000 compliance of such systems. The Company is contacting these manufacturers/ vendors to obtain the information necessary to complete its Year 2000 compliance assessment. Each property is preparing recommendations regarding the remediation and testing phases. Remediation and testing recommendations and time lines are prepared based on the importance of each system to the property's operations and information received from the manufacturer/vendor. The Company plans to coordinate the testing phase with the manufacturers/vendors of the systems, as appropriate. The Company established June 1, 1999 as its target date to complete the remediation and testing phases for the critical operating systems at each property. The Company will need the cooperation of its manufacturers/vendors in providing information and testing assistance to meet this timeline for its critical operating systems. If such cooperation is not provided, completion of these phases will be delayed. The Company expects the Year 2000 program to continue beyond January 1, 2000 with respect to non-critical operating systems and issues. MATERIAL THIRD PARTIES The Company mailed surveys to its material vendors, utilities and tenants about their plans and progress in addressing the Year 2000 issue. Those entities surveyed include the utilities for each mall (i.e., electric, gas, water, telephone and waste management companies), the largest tenants of the Company based on the amount of their 1998 rent payments and certain Anchor tenants. As of this date, the Company has received responses from approximately 58% of those entities surveyed. Generally, the responses received state that the entity is in the process of addressing the Year 2000 compliance issues and expects to achieve compliance prior to January 1, 2000. COSTS Because the Company's assessment, remediation and testing efforts are ongoing, the Company is unable to estimate the actual costs of achieving Year 2000 compliance for its IT and non-IT systems. Based on information received from manufacturers/vendors, the Company presently anticipates that the assessment and remediation costs will not be material. As of December 31, 1998, the Company has not expended significant amounts since its evaluation of Year 2000 issues has been primarily conducted by its own personnel. The Company does not separately record the internal costs incurred for its Year 2000 compliance program. Such costs are primarily the related payroll costs for its personnel who are part of the Year 2000 program. RISKS As is true of most businesses, the Company is vulnerable to external forces that might generally effect industry and commerce, such as utility company Year 2000 compliance failures and related service interruptions. In addition, failure of information and operating systems of tenants may delay the payment of rent to the Company or impair their ability to operate. A formal contingency plan has not yet been developed for dealing with the most reasonably likely worst case scenario. The Company will continue to evaluate potential areas of risk and develop a contingency plan, as appropriate. Based on currently available information, the Company believes that the Year 2000 issue will not pose significant operational problems for the Company. However, if all Year 2000 issues are not properly identified, or assessment, remediation and testing are not effected in a timely manner, there can be no assurance that the Year 2000 issue will not adversely affect the Company's results of operations or its relationships with tenants or other third parties. Additionally, there can be no assurance that the Year 2000 issues of third parties will not have an adverse impact on the Company's results of operations. 31 FUNDS FROM OPERATIONS The Company believes that the most significant measure of its performance is FFO. FFO is defined by The National Association of Real Estate Investment Trusts ("NAREIT") to be: Net income (loss) (computed in accordance with GAAP), excluding gains (or losses) from debt restructuring and sales or write-down of assets, plus depreciation and amortization (excluding depreciation on personal property and amortization of loan and financial instrument costs) and after adjustments for unconsolidated entities. Adjustments for unconsolidated entities are calculated on the same basis. FFO does not represent cash flow from operations, as defined by GAAP, and is not necessarily indicative of cash available to fund all cash flow needs. The following reconciles net income available to common stockholders to FFO: 1998 1997 -------------------------- -------------------------- Shares Amount Shares Amount ------------ ------------ ------------ ------------ (amounts in thousands) Net income - available to common stockholders $32,528 $22,046 Adjustments to reconcile net income to FFO-basic: Minority interest 12,902 10,567 Loss on early extinguishment of debt 2,435 555 Gain on sale of wholly-owned assets (9) (1,619) Loss on sale or write-down of assets from unconsolidated entities (pro rata) 143 10,400 Depreciation and amortization on wholly owned centers 53,141 41,535 Depreciation and amortization on joint ventures and from the management companies (pro rata) 10,879 2,312 Less: depreciation on personal property and amortization of loan costs and interest rate caps (3,716) (2,608) ------------ ------------ FFO - basic (1) 43,016 $108,303 37,982 $83,188 Additional adjustment to arrive at FFO-diluted Impact of convertible preferred stock 6,058 11,547 N/A N/A Impact of stock options and restricted stock using the treasury method 612 668 421 239 Impact of convertible debentures (n/a anti-dilutive) ----------- ----------- ----------- ------------ FFO - diluted (2) 49,686 $120,518 38,403 $83,427 ----------- ----------- ----------- ------------ ----------- ----------- ----------- ------------ 32 FUNDS FROM OPERATIONS, CONTINUED: (1) Calculated based upon basic net income as adjusted to reach basic FFO. Weighted average number of shares includes the weighted average shares of common stock outstanding for 1998 assuming the conversion of all outstanding OP Units. (2) The computation of FFO - diluted and diluted average number of shares outstanding includes the effect of outstanding common stock options and restricted stock using the treasury method. Convertible debentures for the twelve month period are anti-dilutive and are not included. On February 25, 1998, the Company sold $100 million of its Series A Preferred Stock. On June 17, 1998, the Company sold $150 million of its Series B Preferred Stock. The preferred stock can be converted on a one-for-one basis for common stock. The preferred shares are not assumed converted for purposes of net income per share as they would be anti-dilutive to that calculation. The preferred shares are assumed converted for purposes of FFO-diluted per share as they are dilutive to that calculation. Included in minimum rents were rents attributable to the accounting practice of straight lining of rents. The amount of straight lining of rents that impacted minimum rents was $3,814,000 for 1998, $3,599,000 for 1997 and $1,832,000 for 1996. INFLATION In the last three years, inflation has not had a significant impact on the Company because of a relatively low inflation rate. Most of the leases at the Centers have rent adjustments periodically through the lease term. These rent increases are either in fixed increments or based on increases in the Consumer Price Index. In addition, many of the leases are for terms of less than ten years, which enables the Company to replace existing leases with new leases at higher base rents if the rents of the existing leases are below the then existing market rate. Additionally, most of the leases require the tenants to pay their pro rata share of operating expenses. This reduces the Company's exposure to increases in costs and operating expenses resulting from inflation. SEASONALITY The shopping center industry is seasonal in nature, particularly in the fourth quarter during the holiday season when retailer occupancy and retail sales are typically at their highest levels. In addition, shopping malls achieve a substantial portion of their specialty (temporary retailer) rents during the holiday season. As a result of the above, earnings are generally highest in the fourth quarter of each year. NEW PRONOUNCEMENTS ISSUED: In March, 1998, the Financial Accounting Standards Board ("FASB"), through its Emerging Issues Task Force ("EITF"), concluded based on EITF 97-11, "Accounting for Internal Costs Relating to Real Estate Property Acquisitions," that all internal costs to source, analyze and close acquisitions should be expensed as incurred. The Company has historically capitalized these costs in accordance with GAAP. The Company has adopted the FASB's interpretation effective March 19,1998, and the impact was approximately $0.04 per share reduction of net income and FFO-diluted per share for 1998. In May, 1998, the FASB, through the EITF, modified the timing of recognition of revenue for percentage rent received from tenants in EITF 98-9, "Accounting for Contingent Rent in Interim Financial Periods." The Company applied this accounting change as of April 1, 1998. The accounting change had the effect of deferring $1,792,000 of percentage rent in the second quarter of 1998 and $972,000 of percentage rent in the third quarter of 1998. During the fourth quarter of 1998, the FASB reversed EITF 98-9. Accordingly, the Company has resumed accounting for percentage rent on the accrual basis. The effect of these changes was that approximately $2,764,000 was deferred from the second and third quarters of 1998 to the fourth quarter of 1998. 33 NEW PRONOUNCEMENTS ISSUED, CONTINUED: In June 1998, the FASB issued SFAS 133, "Accounting for Derivative Instruments and Hedging Activities," which will be effective for the Company's financial statements for periods beginning January 1, 2000. The new standard requires companies to record derivatives on the balance sheet, measured at fair value. Changes in the fair values of those derivatives will be accounted for depending on the use of the derivative and whether it qualifies for hedge accounting. The key criterion for hedge accounting is that the hedging relationship must be highly effective in achieving offsetting changes in fair value or cash flows. The Company has not yet determined when it will implement SFAS 133 nor has it completed the complex analysis required to determine the impact on its financial statements. ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The Company's primary market risk exposure is interest rate risk. The Company has managed and will continue to manage interest rate risk by (1) maintaining a conservative ratio of fixed rate, long-term debt to total debt such that variable rate exposure is kept at an acceptable level, (2) reducing interest rate exposure on certain long-term variable rate debt through the use of interest rate caps with appropriately matching maturities, (3) using treasury rate locks where appropriate to fix rates on anticipated debt transactions, and (4) taking advantage of favorable market conditions for long-term debt and/or equity. The following table sets forth information as of December 31, 1998 concerning the Company's long term debt obligations, including principal cash flows by scheduled maturity, weighted average interest rates and estimated fair value ("FV"). For the Year Ended December 31, (dollars in thousands) 1999 2000 2001 2002 ---- ---- ---- ---- Long term debt: Fixed rate $10,670 $8,159 $107,461 $10,302 Average interest rate 7.30% 7.30% 7.26% 7.26% Fixed rate - Debentures - - - 161,400 Average interest rate - - - 7.25% Variable rate 150,100 - 137,000 - Average interest rate 6.76% - 6.79% - ----------------------------------------------------- Total debt - Wholly owned Centers $160,770 $8,159 $244,461 $171,702 ----------------------------------------------------- Joint Venture Centers: (at Company's pro rata share) Fixed rate $7,202 - - - Average interest rate 8.89% - - - Variable rate - - - - Average interest rate - - - - ----------------------------------------------------- Total debt - All Centers $167,972 $8,159 $244,461 $171,702 ----------------------------------------------------- ----------------------------------------------------- 2003 Thereafter Total FV ---- ---------- ----- -- Long term debt: Fixed rate $99,832 $822,194 $1,058,618 $1,121,753 Average interest rate 7.20% 7.20% 7.20% - Fixed rate - Debentures - - 161,400 155,719 Average interest rate - - 7.25% - Variable rate - - 287,100 287,100 Average interest rate - - 6.77% - ----------------------------------------------------- Total debt - Wholly owned Centers $99,832 $822,194 $1,507,118 $1,564,572 ----------------------------------------------------- Joint Venture Centers: (at Company's pro rata share) Fixed rate - $197,740 $204,942 $205,828 Average interest rate - 6.50% 7.20% - Variable rate 92,500 - 92,500 92,500 Average interest rate 6.15% - 6.15% - ----------------------------------------------------- Total debt - All Centers $192,332 $1,019,934 $1,804,560 $1,862,900 ----------------------------------------------------- ----------------------------------------------------- Of the total variable rate debt maturing in 1999, $65.1 million was paid in full on February 4, 1999, and refinanced with a new $100 million fixed rate loan at an interest rate of 6.74%. The Company is currently in negotiations to refinance the remaining $85.0 million maturing in 1999 with fixed rate debt. The $137.0 million of variable debt maturing in 2001 represents the outstanding borrowings under the Company's credit facility. The credit facility matures in February 2000, with a one year option to extend the maturity date to February 2001. The table reflects the Company extending the maturity date to February 2001. 34 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK, CONTINUED: In addition, the Company has assessed the market risk for its variable rate debt and believes that a 1% increase in interest rates would decrease future earnings and cash flows by approximately $3.8 million per year based on $379.6 million outstanding at December 31, 1998. The fair value of the Company's long term debt is estimated based on discounted cash flows at interest rates that management believes reflects the risks associated with long term debt of similar risk and duration. ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Refer to the Index to Financial Statements and Financial Statement Schedules for the required information. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. None. 35 PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY. There is hereby incorporated by reference the information which appears under the captions "Election of Directors," "Executive Officers" and "Section 16 Reporting" in the Company's definitive proxy statement for its 1999 Annual Meeting of Stockholders. ITEM 11. EXECUTIVE COMPENSATION. There is hereby incorporated by reference the information which appears under the caption "Executive Compensation" in the Company's definitive proxy statement for its 1999 Annual Meeting of Stockholders; provided, however, that neither the Report of the Compensation Committee on executive compensation nor the Stock Performance Graph set forth therein shall be incorporated by reference herein, in any of the Company's prior or future filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent the Company specifically incorporates such report or stock performance graph by reference therein and shall not be otherwise deemed filed under either of such Acts. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT There is hereby incorporated by reference the information which appears under the captions "Principal Stockholders," "Information Regarding Nominees and Directors" and "Executive Officers" in the Company's definitive proxy statement for its 1999 Annual Meeting of Stockholders. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS There is hereby incorporated by reference the information which appears under the captions "Certain Transactions" in the Company's definitive proxy statement for its 1999 Annual Meeting of Stockholders. 36 PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENTS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K Page ------- (a) 1. Financial Statements of the Company Report of Independent Accountants. 39 Consolidated balance sheets of the Company as of December 31, 1998 and 1997. 40 Consolidated statements of operations of the Company for the years ended December 31, 1998, 1997 and 1996. 41 Consolidated statements of stockholders' equity of the Company for the years ended December 31, 1998, 1997 and 1996. 42 Consolidated statements of cash flows of the Company for the years ended December 31, 1998, 1997 and 1996. 43 Notes to consolidated financial statements 44-61 2. Financial Statements of SDG Macerich Properties, L.P. Independent Auditors' Report 62 Balance sheet of SDG Macerich Properties, L.P. as of December 31, 1998. 63 Statement of operations of SDG Macerich Properties, L.P. for the year ended December 31, 1998. 64 Statement of cash flows of SDG Macerich Properties, L.P. for the year ended December 31, 1998. 65 Statement of partners' equity of the SDG Macerich Properties, L.P. for the year ended December 31, 1998. 66 Notes to financial statements 67-69 3. Financial Statement Schedules Schedule III - Real estate and accumulated depreciation of the Company 70-71 Schedule III - Real estate and accumulated depreciation of SDG Macerich Properties, L.P. 72 (b) 1. Reports on Form 8-K. Form 8-K/A dated November 10, 1998 amending the Form 8-K regarding the acquisition of the Village at Corte Madera and the Form 8-K regarding the acquisition of Carmel Plaza and including certain financial statements and pro forma financial information regarding such acquisitions. - 37 ITEM 14. EXHIBITS, FINANCIAL STATEMENTS, FINANCIAL STATEMENT SCHEDULES AND Page REPORTS ON FORM 8-K, CONTINUED: Page ------- Form 8-K dated November 13, 1998, as amended by Form 8-K/A dated December 8, 1998, regarding the declaration of a dividend of one preferred share purchase right for each outstanding share of common stock. - Form 8-K dated December 14, 1998 with respect to the Underwriting Agreement and opinion of counsel regarding the issuance of 1,400,000 shares of common stock. - Form 8-K dated December 30, 1998 with respect to the acquisition of Northwest Arkansas Mall. - (c) 1. Exhibits The Exhibit Index attached hereto is incorporated by reference under this item. - 38 REPORT OF INDEPENDENT ACCOUNTANTS To the Board of Directors and Stockholders of The Macerich Company: We have audited the consolidated financial statements and financial statement schedule of The Macerich Company (the "Company") as listed in Items 14(a)(1) and (3) of this Form 10-K. These financial statements and financial statement schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these statements and financial statement schedule based on our audits. We did not audit the financial statements of SDG Macerich Properties, L.P. (the "Partnership") the investment in which is reflected in the accompanying consolidated financial statements using the equity method of accounting. The investment in the Partnership represents approximately 10% of 1998 consolidated total assets of the Company, and the equity in its net income represents approximately 33% of the Company's 1998 consolidated net income. Those statements were audited by other auditors whose report has been furnished to us and our opinion, insofar as it relates to the amounts included for the Partnership, is based solely on the report of the other auditors. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits and the report of the other auditors provide a reasonable basis for our opinion. In our opinion, based on our audits and the report of the other auditors, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of The Macerich Company as of December 31, 1998 and 1997, and the consolidated results of its operations and its cash flows for the years ended December 31, 1998, 1997 and 1996, in conformity with generally accepted accounting principles. In addition, in our opinion, the financial statement schedule referred to above, when considered in relation to the basic financial statements taken as a whole, presents fairly, in all material respects, the information required to be included therein. PricewaterhouseCoopers LLP Los Angeles, California March 17, 1999 39 THE MACERICH COMPANY CONSOLIDATED BALANCE SHEETS (DOLLARS IN THOUSANDS, EXCEPT SHARE DATA) December 31, ---------------------------------- 1998 1997 ---- ---- ASSETS: Property, net $1,966,845 $1,407,179 Cash and cash equivalents 25,143 25,154 Tenant receivables, including accrued overage rents of $5,917 in 1998 and $4,330 in 1997 37,373 23,696 Due from affiliates - 3,105 Deferred charges and other assets, net 62,673 37,899 Investments in joint ventures and the Management Companies 230,022 7,969 ----------------- ---------------- Total assets $2,322,056 $1,505,002 ----------------- ---------------- ----------------- ---------------- LIABILITIES AND STOCKHOLDERS' EQUITY: Mortgage notes payable: Related parties $134,625 $135,313 Others 1,074,093 771,246 ----------------- ---------------- Total 1,208,718 906,559 Bank notes payable 137,000 55,000 Convertible debentures 161,400 161,400 Accounts payable and accrued expenses 27,701 17,335 Due to affiliates 2,953 15,109 Other accrued liabilities 36,927 32,841 Preferred stock dividend payable 4,420 - ----------------- ---------------- Total liabilities 1,579,119 1,188,244 Minority interest in Operating Partnership 165,524 100,463 ----------------- ---------------- Commitments and contingencies (Note 11) Stockholders' equity: Series A cumulative convertible redeemable preferred stock, $.01 par value, 3,627,131 and 0 shares authorized, issued and outstanding at December 31, 1998 and December 31, 1997, respectively 36 - Series B cumulative convertible redeemable preferred stock, $.01 par value, 5,487,471 and 0 shares authorized, issued and outstanding at December 31, 1998 and December 31, 1997, respectively 55 - Common stock, $.01 par value, 100,000,000 shares authorized, 33,901,963 and 26,004,800 shares issued and outstanding at December 31, 1998 and 1997, respectively 338 260 Additional paid in capital 581,508 219,121 Accumulated earnings - - Unamortized restricted stock (4,524) (3,086) ----------------- ---------------- Total stockholders' equity 577,413 216,295 ----------------- ---------------- Total liabilities and stockholders' equity $2,322,056 $1,505,002 ----------------- ---------------- ----------------- ---------------- The accompanying notes are an integral part of these financial statements. 40 THE MACERICH COMPANY CONSOLIDATED STATEMENTS OF OPERATIONS (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) For the years ended December 31, -------------------------------------------------- 1998 1997 1996 ---- ---- ---- REVENUES: Minimum rents $179,710 $142,251 $99,061 Percentage rents 12,856 9,259 6,142 Tenant recoveries 86,740 66,499 47,648 Other 4,555 3,205 2,208 ----------- ------------ --------- Total revenues 283,861 221,214 155,059 ----------- ------------ --------- EXPENSES: Shopping center expenses 89,991 70,901 50,792 General and administrative expense 4,373 2,759 2,378 ----------- ------------ --------- 94,364 73,660 53,170 ----------- ------------ --------- Interest expense: Related parties 10,224 10,287 10,172 Others 81,209 56,120 32,181 Depreciation and amortization 53,141 41,535 32,591 ----------- ------------ --------- 144,574 107,942 74,944 ----------- ------------ --------- Equity in income (loss) of unconsolidated joint ventures and the management companies 14,480 (8,063) 3,256 Gain on sale of assets 9 1,619 - ----------- ------------ --------- Income before minority interest and extraordinary item 59,412 33,168 30,201 Extraordinary loss on early extinguishment of debt (2,435) (555) (315) ----------- ------------ --------- Income of the Operating Partnership 56,977 32,613 29,886 Less minority interest in net income of the Operating Partnership 12,902 10,567 10,975 ----------- ------------ --------- Net income 44,075 22,046 18,911 Less preferred dividends 11,547 - - ----------- ------------ --------- Net income available to common stockholders $32,528 $22,046 $18,911 ----------- ------------ --------- ----------- ------------ --------- Earnings per common share - basic: Income before extraordinary item $1.14 $0.86 $0.92 Extraordinary item (0.08) (0.01) (0.01) ----------- ------------ --------- Net income - available to common stockholders $1.06 $0.85 $0.91 ----------- ------------ --------- ----------- ------------ --------- Weighted average number of common shares outstanding - basic 30,805,000 25,891,000 20,781,000 ----------- ------------ --------- ----------- ------------ --------- Weighted average number of common shares outstanding - basic, assuming full conversion of operating units outstanding 43,016,000 37,982,000 32,934,000 ----------- ------------ --------- ----------- ------------ --------- Earnings per common share - diluted: Income before extraordinary item $1.11 $0.86 $0.90 Extraordinary item (0.05) (0.01) (0.01) ----------- ------------ --------- Net income - available to common stockholders $1.06 $0.85 $0.89 ----------- ------------ --------- ----------- ------------ --------- Weighted average number of common shares outstanding - diluted for EPS 43,628,000 38,403,000 33,320,000 ----------- ------------ --------- ----------- ------------ --------- The accompanying notes are an integral part of these financial statements. 41 THE MACERICH COMPANY CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DOLLARS IN THOUSANDS, EXCEPT SHARE DATA) Common Preferred Common Preferred Stock Stock Additional Stock Stock Par Par Paid In (# shares) (# of shares) Value Value Capital ---------- ------------- -------- --------- ---------- Balance December 31, 1995 19,977,000 - $200 - $158,145 Common stock issued to public 5,750,000 57 122,129 Issuance costs (152) Issuance of restricted stock 41,238 854 Unvested restricted stock (41,238) Exercise of stock options 16,000 291 Distributions paid ($1.70 per share) (17,565) Net income Adjustment to reflect minority interest on a pro rata basis according to year end ownership percentage of Operating Partnership (25,356) --------------------------------------------------------------------------- Balance December 31, 1996 25,743,000 - 257 - 238,346 Issuance costs (352) Issuance of restricted stock 89,958 2,471 Unvested restricted stock (89,958) Restricted stock vested in 1997 8,248 Exercise of stock options 253,552 3 2,410 Distributions paid ($1.78 per share) (24,061) Net income Adjustment to reflect minority interest on a pro rata basis according to year end ownership percentage of Operating Partnership 307 --------------------------------------------------------------------------- Balance December 31, 1997 26,004,800 - 260 - 219,121 Common stock issued to public 7,828,124 78 214,562 Preferred stock issued 9,114,602 $91 249,909 Issuance costs (13,813) Issuance of restricted stock 83,018 2,383 Unvested restricted stock (83,018) Restricted stock vested in 1998 26,039 Exercise of stock options 43,000 839 Distributions paid ($1.865) per share (24,464) Net income Adjustment to reflect minority interest on a pro rata basis according to year end ownership percentage of Operating Partnership (67,029) --------------------------------------------------------------------------- Balance December 31, 1998 33,901,963 9,114,602 $338 $91 $581,508 --------------------------------------------------------------------------- --------------------------------------------------------------------------- Unamortized Total Accumulated Restricted Stockholders' Earnings Stock Equity ----------- ----------- --------------- Balance December 31, 1995 - - $158,345 Common stock issued to public 122,186 Issuance costs (152) Issuance of restricted stock 854 Unvested restricted stock ($854) (854) Exercise of stock options 291 Distributions paid ($1.70 per share) ($18,911) (36,476) Net income 18,911 18,911 Adjustment to reflect minority interest on a pro rata basis according to year end ownership percentage of Operating Partnership (25,356) ------------------------------------------------- Balance December 31, 1996 - (854) 237,749 Issuance costs (352) Issuance of restricted stock 2,471 Unvested restricted stock (2,471) (2,471) Restricted stock vested in 1997 239 239 Exercise of stock options 2,413 Distributions paid ($1.78 per share) (22,046) (46,107) Net income 22,046 22,046 Adjustment to reflect minority interest on a pro rata basis according to year end ownership percentage of Operating Partnership 307 ------------------------------------------------- Balance December 31, 1997 - (3,086) 216,295 Common stock issued to public 214,640 Preferred stock issued 250,000 Issuance costs (13,813) Issuance of restricted stock 2,383 Unvested restricted stock (2,383) (2,383) Restricted stock vested in 1998 945 945 Exercise of stock options 839 Distributions paid ($1.865) per share (32,528) (56,992) Net income 32,528 32,528 Adjustment to reflect minority interest on a pro rata basis according to year end ownership percentage of Operating Partnership (67,029) ------------------------------------------------- Balance December 31, 1998 - ($4,524) $577,413 ------------------------------------------------- ------------------------------------------------- The accompanying notes are an integral part of these financial statements. 42 THE MACERICH COMPANY CONSOLIDATED STATEMENTS OF CASH FLOWS (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) JANUARY 1, 1998 JANUARY 1, 1997 JANUARY 1, 1996 TO TO TO DECEMBER 31, 1998 DECEMBER 31, 1997 DECEMBER 31, 1996 ----------------------- ----------------------- ---------------------- Cash flows from operating activities: Net income - available to common stockholders $32,528 $22,046 $18,911 Preferred dividends 11,547 - - ----------------------- ----------------------- ---------------------- Net income 44,075 22,046 18,911 Adjustments to reconcile net income to net cash provided by operating activities: Extraordinary loss on early extinguishment of debt 2,435 555 315 Gain on sale of assets (9) (1,619) - Depreciation and amortization 53,141 41,535 32,591 Amortization of (premium) discount on trust deed note payable (635) 33 33 Minority interest in the net income of the Operating Partnership 12,902 10,567 10,975 Changes in assets and liabilities: Tenant receivables, net (13,677) (504) (7,977) Other assets (19,772) (10,899) 1,181 Accounts payable and accrued expenses 10,366 1,938 6,596 Due to affiliates (12,156) 14,679 (382) Other liabilities 4,086 145 18,188 Accrued preferred stock dividend 4,420 - - ----------------------- ----------------------- ---------------------- Total adjustments 41,101 56,430 61,520 ----------------------- ----------------------- ---------------------- Net cash provided by operating activities 85,176 78,476 80,431 ----------------------- ----------------------- ---------------------- Cash flows from investing activities: Acquisitions of property and improvements (481,735) (199,729) (277,319) Renovations and expansions of centers (40,545) (12,929) (8,019) Additions to tenant improvements (5,383) (2,599) (920) Deferred charges (14,536) (12,542) (9,111) Equity in (income) loss of unconsolidated joint ventures and the management companies (14,480) 8,063 (3,256) Distributions from joint ventures 32,623 8,181 4,107 Contributions to joint ventures (240,196) (7,783) - Loans to affiliates 3,105 - (3,105) Proceeds from sale of assets - 4,332 948 ----------------------- ----------------------- ---------------------- Net cash used in investing activities (761,147) (215,006) (296,675) ----------------------- ----------------------- ---------------------- Cash flows from financing activities: Proceeds from mortgages, notes and debentures payable 480,348 331,400 235,673 Payments on mortgages and notes payable (165,671) (119,515) (84,775) Net proceeds from equity offerings 450,828 - 122,034 Dividends and distributions (77,998) (65,844) (56,615) Dividends to preferred shareholders (11,547) - - ----------------------- ----------------------- ---------------------- Net cash provided by financing activities 675,960 146,041 216,317 ----------------------- ----------------------- ---------------------- Net (decrease) increase in cash (11) 9,511 73 Cash and cash equivalents, beginning of period 25,154 15,643 15,570 ----------------------- ----------------------- ---------------------- Cash and cash equivalents, end of period $25,143 $25,154 $15,643 ----------------------- ----------------------- ---------------------- ----------------------- ----------------------- ---------------------- Supplemental cash flow information: Cash payment for interest, net of amounts capitalized $89,543 $65,475 $40,572 ----------------------- ----------------------- ---------------------- ----------------------- ----------------------- ---------------------- Non-cash transactions: Acquisition of property by assumption of debt $70,116 $121,800 $152,228 ----------------------- ----------------------- ---------------------- ----------------------- ----------------------- ---------------------- Acquisition of property by issuance of OP Units $7,917 - $600 ----------------------- ----------------------- ---------------------- ----------------------- ----------------------- ---------------------- The accompanying notes are an integral part of these financial statements. 43 THE MACERICH COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) 1. ORGANIZATION AND BASIS OF PRESENTATION: The Macerich Company (the "Company") commenced operations effective with the completion of the initial public offering (the "IPO") on March 16, 1994. The Company is the sole general partner of and holds a 78% ownership interest in The Macerich Partnership, L. P. (the "Operating Partnership"). The interests in the Operating Partnership are known as OP Units. OP Units not held by the Company are redeemable, subject to certain restrictions, on a one-for-one basis, for the Company's common stock or cash at the Company's option. The Company was organized to qualify as a real estate investment trust ("REIT") under the Internal Revenue Code of 1986, as amended. The 22% limited partnership interest of the Operating Partnership not owned by the Company is reflected in these financial statements as minority interest. The property management, leasing and redevelopment of the Company's portfolio is provided by the Macerich Management Company, Macerich Property Management Company and Macerich Manhattan Management Company, all California corporations (together referred to hereafter as the "Management Companies"). The non-voting preferred stock of the Macerich Management Company and Macerich Property Management Company is owned by the Operating Partnership, which provides the Operating Partnership the right to receive 95% of the distributable cash flow from the Management Companies. Macerich Manhattan Management Company is a 100% subsidiary of Macerich Management Company. BASIS OF PRESENTATION: The consolidated financial statements of the Company include the accounts of the Company and the Operating Partnership. The properties which the Operating Partnership does not own a greater than 50% interest in, and the Management Companies, have been accounted for under the equity method of accounting. These entities are reflected on the Company's consolidated financial statements as "Investments in joint ventures and the Management Companies." All significant intercompany accounts and transactions have been eliminated in the consolidated financial statements. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: CASH AND CASH EQUIVALENTS: The Company considers all highly liquid investments with an original maturity of 90 days or less when purchased to be cash equivalents, for which cost approximates market. Included in cash is restricted cash of $5,954 at December 31, 1998 and $5,810 at December 31, 1997. TENANT RECEIVABLES: Included in tenant receivables are allowance for doubtful accounts of $1,707 and $1,303 at December 31, 1998 and 1997, respectively. REVENUES: Minimum rental revenues are recognized on a straight-line basis over the terms of the related lease. The difference between the amount of rent due in a year and the amount recorded as rental income is referred to as the "straight lining of rent adjustment." Rental income was increased by $3,814 in 1998, $3,599 in 1997 and $1,832 in 1996 due to the straight lining of rent adjustment. Percentage rents are recognized on an accrual basis. Recoveries from tenants for real estate taxes, insurance and other shopping center operating expenses are recognized as revenues in the period the applicable costs are incurred. The Management Companies provide property management, leasing, corporate, redevelopment and acquisitions services to affiliated and non-affiliated shopping centers. In consideration for these services, the Management Companies receive monthly management fees generally ranging from 1.5% to 5% of the gross monthly rental revenue of the properties managed. 44 THE MACERICH COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED: PROPERTY: Costs related to the redevelopment, construction and improvement of properties are capitalized. Interest costs are capitalized until construction is substantially complete. Expenditures for maintenance and repairs are charged to operations as incurred. Realized gains and losses are recognized upon disposal or retirement of the related assets and are reflected in earnings. Property is recorded at cost and is depreciated using a straight-line method over the estimated useful lives of the assets as follows: Buildings and improvements 5-40 years Tenant improvements initial term of related lease Equipment and furnishings 5- 7 years The Company assesses whether there has been an impairment in the value of its long-lived assets by considering factors such as expected future operating income, trends and prospects, as well as the effects of demand, competition and other economic factors. Such factors include the tenants ability to perform their duties and pay rent under the terms of the leases. The Company may recognize an impairment loss if the income stream is not sufficient to cover its investment. Such a loss would be determined between the carrying value and the fair value of a Center. Management believes no such impairment has occurred in its net property carrying values at December 31, 1998. DEFERRED CHARGES: Costs relating to financing of shopping center properties and obtaining tenant leases are deferred and amortized over the initial term of the agreement. The straight-line method is used to amortize all costs except financing, for which the effective interest method is used. The range of the terms of the agreements are as follows: Deferred lease costs 1 - 15 years Deferred financing costs 1 - 15 years DEFERRED ACQUISITION LIABILITY: As part of the Company's total consideration to the seller of Capitola Mall, the Company will issue $5,000 of OP Units five years after the acquisition date, which was December 21, 1995. The number of OP Units will be determined based on the Company's common stock price at that time. INCOME TAXES: The Company has elected to be taxed as a REIT under the Internal Revenue Code of 1986, as amended. A REIT is generally not subject to income taxation on that portion of its income that qualifies as REIT taxable income as long as it distributes at least 95 percent of its taxable income to its stockholders and complies with other requirements. Accordingly, no provision has been made for income taxes in the consolidated financial statements. On a tax basis, the distributions of $1.865 paid during 1998 represented $1.12 of ordinary income and $0.745 of return of capital and the distributions of $1.78 per share during 1997 represented $0.96 of ordinary income and $0.82 return of capital. During 1996, the distributions were $1.70 per share of which $1.14 was ordinary income and $0.56 was return of capital. Each partner is taxed individually on its share of partnership income or loss, and accordingly, no provision for federal and state income tax is provided for the Operating Partnership in the consolidated financial statements. 45 THE MACERICH COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED: RECLASSIFICATIONS: Certain reclassifications have been made to the 1996 and 1997 consolidated financial statements to conform to the 1998 financial statement presentation. ACCOUNTING PRONOUNCEMENTS: In March 1998, the Financial Accounting Standards Board ("FASB"), through its Emerging Issues Task Force ("EITF"), concluded based on EITF 97-11, "Accounting for Internal Costs Relating to Real Estate Property Acquisitions," that all internal costs to source, analyze and close acquisitions should be expensed as incurred. The Company has historically capitalized these costs, in accordance with generally accepted accounting principles ("GAAP"). The Company has adopted the FASB's interpretation effective March 19, 1998, and the impact was an approximate $.04 per share reduction in net income diluted per share for 1998. In May 1998, the FASB, through the EITF, modified the timing of recognition of revenue for percentage rent received from tenants in EITF 98-9, "Accounting for Contingent Rent in Interim Financial Periods." The Company applied this accounting change as of April 1, 1998. The accounting change had the effect of deferring $1,792 of percentage rent in the second quarter of 1998 and $972 of percentage rent in the third quarter of 1998. During the fourth quarter of 1998, the FASB reversed EITF 98-9. Accordingly, the Company has resumed accounting for percentage rent on the accrual basis. The effect of these changes was that approximately $2,764 was deferred from the second and third quarters of 1998 to the fourth quarter of 1998. In June 1998, the FASB issued SFAS 133, "Accounting for Derivative Instruments and Hedging Activities," which will be effective for the Company's consolidated financial statements for periods beginning January 1, 2000. The new standard requires companies to record derivatives on the balance sheet, measured at fair value. Changes in the fair values of those derivatives will be accounted for depending on the use of the derivative and whether it qualifies for hedge accounting. The key criterion for hedge accounting is that the hedging relationship must be highly effective in achieving offsetting changes in fair value or cash flows. The Company has not yet determined when it will implement SFAS 133 nor has it completed the complex analysis required to determine the impact on its consolidated financial statements. FAIR VALUE OF FINANCIAL INSTRUMENTS: To meet the reporting requirement of SFAS No. 107, "Disclosures about Fair Value of Financial Instruments," the Company calculates the fair value of financial instruments and includes this additional information in the notes to consolidated financial statements when the fair value is different than the carrying value of those financial instruments. When the fair value reasonably approximates the carrying value, no additional disclosure is made. The estimated fair value amounts have been determined by the Company using available market information and appropriate valuation methodologies. However, considerable judgment is required in interpreting market data to develop the estimates of fair value. Accordingly, the estimates presented herein are not necessarily indicative of the amounts that the Company could realize in a current market exchange. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts. Interest rate cap agreements are purchased by the Company from third parties to hedge the risk of interest rate increases on some of the Company's variable rate debt. The cost of these cap agreements is amortized over the life of the cap agreement on a straight line basis. Payments received as a result of the cap agreements are recorded as a reduction of interest expense. The unamortized costs of the cap agreements are included in deferred charges. The fair market value of these caps will vary with fluctuations in interest rates. The Company is exposed to credit loss in the event of nonperformance by these counter parties to the financial instruments, however, management does not anticipate nonperformance by the counter parties. 46 THE MACERICH COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED: FAIR VALUE OF FINANCIAL INSTRUMENTS, CONTINUED: The Company periodically enters into treasury lock agreements in order to hedge its exposure to interest rate fluctuations on anticipated financings. Under these agreements, the Company pays or receives an amount equal to the difference between the treasury lock rate and the market rate on the date of settlement, based on the notional amount of the hedge. The realized gain or loss on the contracts is recorded on the balance sheet, in other assets, and amortized to interest expense over the period of the hedged loans. At December 31,1998, the Company had one unsettled treasury lock for a notional amount of $140,000. As of December 31, 1998, the treasury lock rate was higher than the market rate resulting in an unrealized hedge liability of approximately $5,935, which has been accrued at December 31, 1998. EARNINGS PER SHARE ("EPS"): During 1998, the Company implemented SFAS No. 128, "Earnings per share." The computation of basic earnings per share is based on net income and the weighted average number of common shares outstanding for the years ended December 31, 1998, 1997 and 1996. The computation of diluted earnings per share includes the effect of outstanding restricted stock and common stock options calculated using the Treasury stock method. The convertible debentures and convertible preferred stock were not included in the calculation as the effect of their inclusion would be antidilutive. The OP Units not held by the Company have been included in the diluted EPS calculation since they are redeemable on a one-for-one basis. The following table reconciles the basic and diluted earnings per share calculation: For the years ended (In thousands, except per share data) 1998 1997 1996 -------------------------------------- ---------------------------------- ------------------------ Net Per Net Per Net Per Income Shares Share Income Shares Share Income Shares Share ------------------ ------ ----- ------------------ ------ ----- ------ ------ ----- Net income $44,075 30,805 $22,046 25,891 $18,911 20,781 Less: Preferred stock dividends 11,547 - - Basic EPS: ------------------ ------ ----- ------------------ ------ ----- ------- ------ ----- Net income - available to common stockholders $32,528 30,805 $1.06 $22,046 25,891 $0.85 $18,911 20,781 $0.91 Dilted EPS: Conversion of OP units 12,902 12,211 10,567 12,091 10,975 12,153 Employee stock options and restricted stock 668 612 239 421 - 386 Convertible preferred stock n/a - antidultive N/A N/A for EPS Convertible debentures n/a - antidilutive n/a - antidilutive N/A ------------------ ------ ----- ------------------ ------ ----- ------- ------ ----- Net income - available to common stockholders $46,098 43,628 $1.06 $32,852 38,403 $0.85 $29,886 33,320 $0.89 ------------------ ------ ----- ------------------ ------ ----- ------- ------ ----- ------------------ ------ ----- ------------------ ------ ----- ------- ------ ----- 47 THE MACERICH COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED: CONCENTRATION OF RISK: The Company maintains its cash accounts in a number of commercial banks. Accounts at these banks are guaranteed by the Federal Deposit Insurance Corporation ("FDIC") up to $100. At various times during the year, the Company had deposits in excess of the FDIC insurance limit. Lakewood Mall generated 10.5% of total shopping center revenues in 1997 and 16% in 1996. Queens Center accounted for 13.8% of total shopping center revenues in 1996. No Center generated more than 10% of shopping center revenues during 1998. The Centers derived approximately 89.9% and 89.5% of their total rents for the year ended December 31, 1998 and 1997, respectively, from Mall and Freestanding Stores. The Limited represented 6.1% and 7.6% of total minimum rents in place as of December 31, 1998 and 1997, respectively, and no other retailer represented more than 4.5% and 4.6% of total minimum rents as of December 31, 1998 and 1997, respectively. MANAGEMENT ESTIMATES: The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. YEAR 2000 COMPLIANCE: The Company has initiated a Year 2000 compliance program consisting of the following phases: (1) identification of Year 2000 issues; (2) assessment of Year 2000 compliance of systems; (3) remediation or replacement of non-compliant systems; (4) testing to verify compliance; and (5) contingency planning, as appropriate. The Company is in the process of assessing, remediating and testing both its information technology ("IT") and non-IT systems. Because the Company's assessment, remediation and testing efforts are ongoing, the Company is unable to estimate the actual costs of achieving Year 2000 compliance for its IT and non-IT systems. As of December 31, 1998, the Company has not expended significant amounts since its evaluation of Year 2000 issues has been primarily conducted by its own personnel. The Company is also surveying its material vendors, utilities and tenants about their plans and progress in addressing the Year 2000 issue. 3. INVESTMENTS IN JOINT VENTURES AND THE MANAGEMENT COMPANIES: The following are the Company's investments in various real estate joint ventures which own regional retail shopping centers. The Operating Partnership's interest in each joint venture as of December 31, 1998 is as follows: The Operating Partnership's Joint Venture Ownership % ------------- ------------- Macerich Northwestern Associates 50% Manhattan Village, LLC 10% Panorama City Associates 50% SDG Macerich Properties, L.P. 50% West Acres Development 19% The Operating Partnership also owns the non-voting preferred stock of the Macerich Management Company and Macerich Property Management Company and is entitled to receive 95% of the distributable cash flow of these two entities. Macerich Manhattan Management Company is a 100% subsidiary of Macerich Management Company. The Company accounts for the Management Companies and joint ventures using the equity method of accounting. 48 THE MACERICH COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) 3. INVESTMENTS IN JOINT VENTURES AND THE MANAGEMENT COMPANIES, CONTINUED: On February 27, 1998, the Company, through a 50/50 joint venture, SDG Macerich Properties, L.P., acquired a portfolio of twelve regional malls. The total purchase price was $974,500 including the assumption of $485,000 in debt, at market value. The Company funded its 50% of the remaining purchase price by issuing 3,627,131 shares of Series A cumulative convertible preferred stock ("Series A Preferred Stock") for gross proceeds totaling $100,000 in a private placement. The Company also issued 2,879,134 shares of common stock ($79,600 of total proceeds) under the Company's shelf registration statement. The balance of the purchase price was funded from the Company's line of credit. Each of the joint venture partners have assumed leasing and management responsibilities for six of the regional malls. On August 19, 1997, the Company acquired a 10% interest in the joint venture that acquired Manhattan Village Shopping Center ("Manhattan Village") in Manhattan Beach, California. The results of these joint ventures are included for the period subsequent to their respective dates of acquisition. In December 1997, North Valley Plaza, which was 50% owned by the Company, was sold. Combined and condensed balance sheets and statements of operations are presented below for all unconsolidated joint ventures and the Management Companies, followed by information regarding the Operating Partnership's beneficial interest in the combined operations. Beneficial interest is calculated based on the Operating Partnership's ownership interests in the joint ventures and the Management Companies. COMBINED AND CONDENSED BALANCE SHEETS OF JOINT VENTURES AND THE MANAGEMENT COMPANIES December 31, December 31, 1998 1997 ---- ---- Assets: Properties, net $1,141,984 $153,856 Other assets 38,103 10,013 -------------- -------------- Total assets $1,180,087 $163,869 -------------- -------------- -------------- -------------- Liabilities and partners' capital: Mortgage notes payable $618,384 $84,342 Other liabilities 42,048 6,563 The Company's capital 230,022 7,969 Outside partners' capital 289,633 64,995 -------------- -------------- Total liabilities and partners' capital $1,180,087 $163,869 -------------- -------------- -------------- -------------- 49 THE MACERICH COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) COMBINED AND CONDENSED STATEMENTS OF OPERATIONS OF JOINT VENTURES AND THE MANAGEMENT COMPANIES For the years ended December 31, 1998 -------------------------------------------------------- SDG Other Management Total Macerich Joint Companies Properties, L.P. Ventures -------------------------------------------------------- Revenues $115,426 $34,345 $7,091 $156,862 --------------------------- -------------- ------------- Expenses: Management Company expense - - 10,122 10,122 Shopping center expenses 42,594 8,956 - 51,550 Interest 26,432 7,129 (398) 33,163 Depreciation and amortization 17,383 4,288 787 22,458 --------------------------- -------------- ------------- Total operating costs 86,409 20,373 10,511 117,293 --------------------------- -------------- ------------- Gain (loss) on sale or write down of assets 29 140 (198) (29) --------------------------- -------------- ------------- Net income (loss) $29,046 $14,112 ($3,618) $39,540 --------------------------- -------------- ------------- --------------------------- -------------- ------------- For the years ended December 31, 1997 ----------------------------------------------------- SDG Other Management Total Macerich Joint Companies Properties, L.P. Ventures ----------------------------------------------------- Revenues - $32,482 $4,163 $36,645 -------------- ---------- ------------ ------------ Expenses: Management Company expense - - 4,738 4,738 Shopping center expenses - 11,952 - 11,952 Interest - 6,361 (204) 6,157 Depreciation and amortization - 4,600 392 4,992 -------------- ---------- ------------ ------------ Total operating costs - 22,913 4,926 27,839 -------------- ---------- ------------ ------------ Gain (loss) on sale or write down of assets - (20,491) 184 (20,307) -------------- ---------- ------------ ------------ Net income (loss) - ($10,922) ($579) ($11,501) -------------- ---------- ------------ ------------ -------------- ---------- ------------ ------------ For the years ended December 31, 1996 ---------------------------------------------------- SDG Other Management Total Macerich Joint Companies Properties, L.P. Ventures ---------------------------------------------------- Revenues - $27,059 $4,474 $31,533 ---------------- --------- --------------- --------- Expenses: Management Company expense - - 4,293 4,293 Shopping center expenses - 9,598 - 9,598 Interest - 6,415 (6) 6,409 Depreciation and amortization - 4,252 154 4,406 ---------------- --------- --------------- --------- Total operating costs - 20,265 4,441 24,706 ---------------- --------- --------------- --------- Gain (loss) on sale or write down of assets - 581 - 581 ---------------- --------- --------------- --------- Net income (loss) - $7,375 $33 $7,408 ---------------- --------- --------------- --------- ---------------- --------- --------------- --------- Significant accounting policies used by the unconsolidated joint ventures and the Management Companies are similar to those used by the Company. Included in mortgage notes payable are amounts due to affiliates of Northwestern Mutual Life ("NML") of $74,612, $43,500 and $43,500 for the years ended December 31, 1998, 1997 and 1996, respectively. NML is considered a related party because they are a joint venture partner with the Company in Macerich Northwestern Associates. Interest expense incurred on these borrowings amounted to $3,786, $2,974 and $2,974 for the years ended December 31, 1998, 1997 and 1996, respectively. Included in the gain (loss) on sale or write-down of assets is $20,990 of loss on the sale and write-down of North Valley Plaza in 1997. 50 THE MACERICH COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) The following table sets forth the Operating Partnership's beneficial interest in the joint ventures and the Management Companies: PRO RATA SHARE OF COMBINED AND CONDENSED STATEMENT OF OPERATIONS OF JOINT VENTURES AND THE MANAGEMENT COMPANIES For the years ended December 31, 1998 ------------------------------------------------------- SDG Other Management Total Macerich Joint Companies Properties, L.P. Ventures ----------------------------- ------------------------- Revenues $57,713 $9,394 $6,736 $73,843 ----------------------------- ------------------------- Expenses: Management Company expense - - 9,616 9,616 Shopping center expenses 21,297 2,065 - 23,362 Interest 13,216 2,525 (378) 15,363 Depreciation and amortization 8,692 1,439 748 10,879 ----------------------------- -------------- ---------- Total operating costs 43,205 6,029 9,986 59,220 ----------------------------- -------------- ---------- Gain (loss) on sale or write down of assets 15 30 (188) (143) ----------------------------- -------------- ---------- Net income (loss) $14,523 $3,395 ($3,438) $14,480 ----------------------------- -------------- ---------- ----------------------------- -------------- ---------- For the years ended December 31, 1997 ------------------------------------------------------- SDG Other Management Total Macerich Joint Companies Properties, L.P. Ventures ---------------- ---------- -------------- ---------- Revenues - $11,197 $3,955 $15,152 ---------------- ---------- -------------- ---------- Expenses: Management Company expense - - 4,328 4,328 Shopping center expenses - 4,238 - 4,238 Interest - 2,129 (192) 1,937 Depreciation and amortization - 1,940 372 2,312 ---------------- ---------- -------------- ---------- Total operating costs - 8,307 4,508 12,815 ---------------- ---------- -------------- ---------- Gain (loss) on sale or write down of assets - (10,400) - (10,400) ---------------- ---------- -------------- ---------- Net income (loss) - ($7,510) ($553) ($8,063) ---------------- ---------- -------------- ---------- ---------------- ---------- -------------- ---------- For the years ended December 31, 1996 ------------------------------------------------------ SDG Other Management Total Macerich Joint Companies Properties, L.P. Ventures ----------------- --------- --------------- --------- Revenues - $11,061 $3,919 $14,980 ----------------- --------- --------------- --------- Expenses: Management Company expense - - 3,747 3,747 Shopping center expenses - 3,856 - 3,856 Interest - 2,141 (6) 2,135 Depreciation and amortization - 1,950 146 2,096 ----------------- --------- --------------- --------- Total operating costs - 7,947 3,887 11,834 ----------------- --------- --------------- --------- Gain (loss) on sale or write down of assets - 110 - 110 ----------------- --------- --------------- --------- Net income (loss) - $3,224 $32 $3,256 ----------------- --------- --------------- --------- ----------------- --------- --------------- --------- 51 THE MACERICH COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) 4. PROPERTY: Property is summarized as follows: December 31, ------------------------------------ 1998 1997 ---- ---- Land $422,592 $313,050 Building improvements 1,684,188 1,235,459 Tenant improvements 47,808 38,097 Equipment & furnishings 9,097 7,576 Construction in progress 49,440 13,247 --------------- ---------------- 2,213,125 1,607,429 Less, accumulated depreciation (246,280) (200,250) --------------- ---------------- $1,966,845 $1,407,179 --------------- ---------------- --------------- ---------------- Depreciation expense for the years ended December 31, 1998 and 1997 was $46,041 and $35,835, respectively. 5. DEFERRED CHARGES AND OTHER ASSETS: Deferred charges and other assets are summarized as follows: December 31, ------------------------------------------- 1998 1997 ---- ---- Leasing $30,338 $28,101 Financing 19,137 14,396 -------------------- ---------------------- 49,475 42,497 Less, accumulated amortization (20,108) (18,127) -------------------- ---------------------- 29,367 24,370 Other assets 33,306 13,529 -------------------- ---------------------- $62,673 $37,899 -------------------- ---------------------- -------------------- ---------------------- 52 THE MACERICH COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) 6. MORTGAGE NOTES PAYABLE: Mortgage notes payable at December 31, 1998 and December 31, 1997 consist of the following: Carrying Amount of Notes ------------------------------------ 1998 1997 ------------- ------------------ Property Pledged Related Related Interest Payment Maturity As Collateral Other Party Other Party Rate Terms Date - ---------------- ----- ----- ----- ----- ---- ----- ---- Capitola Mall -- $37,345 -- $37,675 9.25% 316(d) 2001 Carmel Plaza (k) $25,000 -- -- -- 7.54% interest only 1999 Chesterfield Towne Center 65,064 -- $65,708 -- 9.07% 548(e) 2024 Chesterfield Towne Center 3,266 -- 3,359 -- 8.54% 31(d) 1999 Citadel 74,575 -- 75,600 -- 7.20% 554(d) 2008 Corte Madera, Village at (k) 60,000 -- -- -- 7.28% interest only 1999 Crossroads Mall-Boulder (a) -- 35,280 -- 35,638 7.08% 244(d) 2010 Fresno Fashion Fair (j) 69,000 -- 38,000 -- 6.52% interest only 2008 Greeley Mall 17,055 -- 17,815 -- 8.50% 187(d) 2003 Green Tree Mall/Crossroads - OK/ Salisbury (b) 117,714 -- 117,714 -- 7.23% interest only 2004 Holiday Village -- 17,000 -- 17,000 6.75% interest only 2001 Lakewood Mall (c) 127,000 -- 127,000 -- 7.20% interest only 2005 Northgate Mall -- 25,000 -- 25,000 6.75% interest only 2001 Northwest Arkansas Mall 63,000 -- -- -- 7.33% 434(d) 2009 Parklane Mall -- 20,000 -- 20,000 6.75% interest only 2001 Queens Center 65,100 -- 65,100 -- (f) interest only 1999 Rimrock Mall 31,002 -- 31,517 -- 7.70% 244(d) 2003 South Plains Mall 28,795 -- -- -- 6.3%(i) 348(d) 2008 South Towne Center (g) 64,000 -- 65,000 -- 6.61% interest only 2008 Valley View Center 51,000 -- 51,000 -- 7.89% interest only 2006 Villa Marina Marketplace 58,000 -- 58,000 -- 7.23% interest only 2006 Vintage Faire Mall (h) 54,522 -- 55,433 -- 7.65% 427(d) 2003 Westside Pavilion 100,000 -- -- -- 6.67% interest only 2008 ---------- -------- -------- -------- Total $1,074,093 $134,625 $771,246 $135,313 ---------- -------- -------- -------- ---------- -------- -------- -------- Weighted average interest rate at December 31, 1998 7.24% ----- ----- Weighted average interest rate at December 31, 1997 7.42% ----- ----- (a) This note was issued at a discount. The discount is being amortized over the life of the loan using the effective interest method. At December 31, 1998 and December 31, 1997 the unamortized discount was $397 and $430, respectively. (b) This loan is cross collateralized by Green Tree Mall, Crossroads Mall-Oklahoma and the Centre at Salisbury. (c) On August 15, 1995, the Company issued $127,000 of collateralized floating rate notes (the "Notes"). The Notes bear interest at an average fixed rate of 7.20% and mature in July 2005. The Notes require the Company to deposit all cash flow from the property operations with a trustee to meet its obligations under the Notes. Cash in excess of the required amount, as defined, is released. Included in cash and cash equivalents is $750 of restricted cash deposited with the trustee at December 31, 1998 and at 1997. (d) This represents the monthly payment of principal and interest. 53 THE MACERICH COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) 6. MORTGAGE NOTES PAYABLE, CONTINUED: (e) This amount represents the monthly payment of principal and interest. In addition, contingent interest, as defined in the loan agreement, may be due to the extent that 35% of the amount by which the property's gross receipts (as defined in the loan agreement) exceeds a base amount specified therein. Contingent interest expense recognized by the Company was $387 for the year ended December 31, 1998 and $98 for the year ended December 31, 1997. (f) This loan bore interest at LIBOR plus 0.45%. There was an interest rate protection agreement in place on the first $10,200 of this debt with a LIBOR ceiling of 5.88% through maturity with the remaining principal having an interest rate cap with a LIBOR ceiling of 7.07% through 1997 and 7.7% thereafter. This loan was paid in full on February 4, 1999 and refinanced with a new loan of $100,000, with interest at 6.74%, maturing in 2009. (g) At December 31, 1997, this loan had an interest rate of LIBOR plus 1%, which totaled 6.9%. In July 1998, this loan was reduced by $1,000 and converted into a fixed rate loan bearing interest at 6.61% and maturing in 2008. (h) Included in cash and cash equivalents is $3,048 and $3,030 at December 31, 1998 and 1997 respectively, of cash restricted under the terms of this loan agreement. (i) This note was assumed at acquisition. At the time of acquisition in June 1998, this debt was recorded at fair market value and the premium is being amortized as interest expense over the life of the loan using the effective interest method. The monthly debt service payment is $348 per month and is calculated based on a 12.5% interest rate. At December 31, 1998, the unamortized premium was $6,165. On February 17, 1999, the loan was paid in full and was refinanced with a new loan of $65,000, with interest at 7.49%, maturing in 2009. (j) The Company incurred a loss on early extinguishment of the old debt in 1998 for $2,345. (k) These loans bear interest at LIBOR plus 2.0%. Certain mortgage loan agreements contain a prepayment penalty provision for the early extinguishment of the debt. Total interest expense capitalized during 1998, 1997 and 1996 was $3,199, $2,224, and $461, respectively. The market value of mortgage notes payable at December 31, 1998 and December 31, 1997 is estimated to be approximately $1,271,853 and $1,013,000, respectively, based on current interest rates for comparable loans. The above debt matures as follows: Years Ending December 31, ------------ 1999 $160,770 2000 8,159 2001 107,461 2002 10,302 2003 99,832 2004 and beyond 822,194 ----------- $1,208,718 ----------- ----------- Of the $160,770 maturing in 1999, $65.1 million was paid in full on February 4, 1999 and refinanced with a new $100 million fixed rate loan at an interest rate of 6.74%. The Company is currently in negotiations to refinance the remaining debt maturing in 1999. 54 THE MACERICH COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) 7. BANK NOTES PAYABLE: At December 31, 1997, the Company had $55,000 of borrowings outstanding under its $60,000 unsecured credit facility, which bore interest at LIBOR plus 1.325%. On February 26, 1998, the Company increased this credit facility to $150,000 with a maturity of February 2000, currently bearing interest at LIBOR plus 1.15%. The interest rate on such credit facility fluctuates between 0.95% and 1.15% over LIBOR. As of December 31, 1998, $137,000 of borrowings was outstanding under this line of credit at an interest rate of 6.79%. Additionally, the Company had issued $776 in letters of credit guaranteeing performance by the Company of certain events. The Company does not believe that these letters of credit will result in a liability to the Company. During January 1999, the Company entered into a bank construction loan agreement to fund $89,200 of costs related to the development of Pacific View. The loan bears interest at LIBOR plus 2.25% and matures in February 2001. Principal is drawn as construction costs are incurred. 8. CONVERTIBLE DEBENTURES: During 1997, the Company issued and sold $161,400 of convertible subordinated debentures (the "Debentures") due 2002. The Debentures, which were sold at par, bear interest at 7.25% annually (payable semi-annually) and are convertible at any time, on or after 60 days, from the date of issue at a conversion price of $31.125 per share. The Debentures mature on December 15, 2002 and are callable by the Company after June 15, 2002 at par plus accrued interest. 9. RELATED-PARTY TRANSACTIONS: The Company engaged the Management Companies to manage the operations of its properties and certain unconsolidated joint ventures. During 1998, 1997 and 1996 management fees of $2,817, $2,219 and $1,788, respectively, were paid to the Management Companies by the Company. Certain mortgage notes are held by one of the Company's joint venture partners. Interest expense in connection with these notes was $10,224, $10,287 and $10,168 for the years ended December 31, 1998, 1997 and 1996, respectively. Included in accounts payables and accrued expense is interest payable to these partners of $512, $518, $516 at December 31, 1998, 1997 and 1996, respectively. Included in due to affiliates at December 31, 1997 is $14,800, which is a note payable to the Management Companies for the purchase of Great Falls Marketplace. The note was paid in full in February 1998. In 1997, certain executive officers, received loans from the Company totaling $5,500. These loans are full recourse to the executives. $5,000 of the loans were issued under the terms of the employee stock incentive plan, bear interest at 7%, are due in 2007 and are secured by Company common stock owned by the executives. The remaining loan is non interest bearing and is forgiven ratably over a five year term. These loans receivable are included in other assets at December 31, 1998 and 1997. Certain Company officers and affiliates have guaranteed mortgages of $21,750 at one of the Company's joint venture properties and $2,000 at Greeley Mall. 55 THE MACERICH COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) 10. FUTURE RENTAL REVENUES: Under existing noncancellable operating lease agreements, tenants are committed to pay the following minimum rental payments to the Company: Years Ending December 31, ------------ 1999 $181,782 2000 168,307 2001 151,387 2002 138,468 2003 124,028 2004 and beyond 521,784 ------- $1,285,756 ---------- ---------- 11. COMMITMENTS AND CONTINGENCIES: The Company has certain properties subject to noncancellable operating ground leases. The leases expire at various times through 2070, subject in some cases to options to extend the terms of the lease. Certain leases provide for contingent rent payments based on a percentage of base rental income, as defined. Ground rent expenses were $1,125 (including contingent rent of $0) in 1998, $817 (including contingent rent of $0) in 1997 and $704 (including contingent rents of $0) in 1996. Minimum future rental payments required under the leases are as follows: Years Ending December 31, ------------- 1999 $593,259 2000 593,359 2001 586,859 2002 586,859 2003 602,175 2004 and beyond 32,351,034 ---------- $35,313,545 ---------- ---------- Perchloroethylene (PCE) has been detected in soil and groundwater in the vicinity of a dry cleaning establishment at North Valley Plaza, formerly owned by a joint venture of which the Company was a 50% member. The property was sold on December 18, 1997. The California Department of Toxic Substances Control (DTSC) advised the Company in 1995 that very low levels of Dichloroethylene (1,2 DCE), a degradation byproduct of PCE, had been detected in a municipal water well located 1/4 mile west of the dry cleaners, and that the dry cleaning facility may have contributed to the introduction of 1,2 DCE into the water well. According to DTSC, the maximum contaminant level (MCL) for 1,2 DCE which is permitted in drinking water is 6 parts per billion (ppb). The 1,2 DCE was detected in the water well at a concentration of 1.2 ppb, which is below the MCL. The Company has retained an environmental consultant and has initiated extensive testing of the site. Remediation began in October 1997. The joint venture agreed (between itself and the buyer) that it would be responsible for continuing to pursue the investigation and remediation of impacted soil and groundwater resulting from releases of PCE from the former dry cleaner. $153 and $124 have already been incurred by the joint venture for remediation, and professional and legal fees for the periods ending December 31, 1998 and 1997, respectively. An additional $408 remains reserved by the joint venture as of December 31, 1998. The joint venture has been sharing costs on a 50/50 basis with a former owner of the property and intends to look to additional responsible parties for recovery. 56 THE MACERICH COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) 11. COMMITMENTS AND CONTINGENCIES, CONTINUED: Low levels of toluene, a petroleum constituent, was detected in one of three groundwater dewatering system holding tanks at Queens Center. Although the Company believes that no remediation will be required, the Company established a $150 reserve in 1996 to cover professional fees and testing costs, which was reduced by costs incurred of $2 and $18 for the twelve months ending December 31, 1998 and 1997, respectively. The Company intends to look to the responsible parties and insurers if remediation is required. The Company acquired Fresno Fashion Fair in December 1996. Asbestos has been detected in structural fireproofing throughout much of the Center. Testing data conducted by professional environmental consulting firms indicates that the fireproofing is largely inaccessible to building occupants and is well adhered to the structural members. Additionally, airborne concentrations of asbestos were well within OSHA's permissible exposure limit (PEL) of .1 fcc. The accounting for this acquisition includes a reserve of $3,300 to cover future removal of this asbestos, as necessary. The Company incurred $255 and $170 in remediation costs for the twelve months ending December 31, 1998 and 1997, respectively. 12. PROFIT SHARING PLAN: The Management Companies and the Company have a retirement profit sharing plan that was established in 1984 covering substantially all of their eligible employees. The plan is qualified in accordance with section 401(a) of the Internal Revenue Code. Effective January 1, 1995 this plan was modified to include a 401(k) plan whereby employees can elect to defer compensation subject to Internal Revenue Service withholding rules. Contributions by the Management Companies are made at the discretion of the Board of Directors and are based upon a specified percentage of employee compensation. The Management Companies and the Company contributed $513, $400, $350 to the plan in 1998, 1997 and 1996, respectively. 13. STOCK OPTION PLAN: The Company has established an employee stock incentive plan under which stock options or restricted stock may be awarded for the purpose of attracting and retaining executive officers, directors and key employees. The Company has issued options to employees and directors to purchase shares of the Company under the stock incentive plan. The term of these options is ten years from the grant date. These options generally vest 33 1/3% per year over three years and were issued and are exercisable at the market value of the common stock at the grant date. In addition, the Company has established a plan for non employee directors. The non employee director options have a term of ten years from the grant date, vest six months after grant and are issued at the market value of the common stock on the grant date. The plan reserved 25,000 shares, all of which were granted as of December 31, 1998. 215,215 shares of restricted stock also have been issued under the employees stock incentive plan to executives. These awards are granted based on certain performance criteria for the Company. The restricted stock generally vests over 5 years and the compensation expense related to these grants is determined by market value at vesting date and is amortized over the vesting period on a straight line basis. As of December 31, 1998 and 1997, 26,039 and 8,248 shares, respectively, of restricted stock had vested. A total of 83,018 shares at a weighted average price of $28.71 were issued in 1998, 89,958 shares at a weighted average price of $27.46 were issued in 1997 and 41,238 shares at a weighted average price of $20.70 were issued during 1996 and no shares were issued or outstanding in 1995. Restricted stock is subject to restrictions determined by the Company's compensation committee. Restricted stock has the same dividend and voting rights as common stock and is considered issued when vested. Compensation expense for restricted stock was $944, $239 and $0 in 1998, 1997 and 1996, respectively. Approximately 803,000 and 692,000 additional shares were reserved and were available for issuance under the stock incentive plan at December 31, 1998 and 1997, respectively. The plan allows for granting options or restricted stock at market value. 57 THE MACERICH COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) 13. STOCK OPTION PLAN, CONTINUED: Weighted Average Employee Plan Director Plan Exercise Price ------------------------ -------------------------- # of Options On Exercisable Option Price Option Price Exercisable Options Shares Per Share Shares Per Share At Year End At Year End ------ --------- ------ ------------ ----------- -------------- Shares outstanding at December 31, 1994 1,148,000 $19.00-$19.63 17,500 $19.00-$21.38 Granted 115,000 $ 20.25 5,000 $ 20.00 Exercised (2,000) $ 19.00 - - Forfeited (6,500) - - - 399,784 $19.02 ---------- ---------------- -------- ---------------- ----------- ------------ ----------- ------------ Shares outstanding at December 31, 1995 1,254,500 $19.00-$20.25 22,500 $19.00-$21.38 ---------------- ---------------- Granted 281,000 $ 21.62 5,000 $ 26.12 Exercised (16,000) $ 19.00 - - Forfeited (7,166) - - - ---------- ---------------- -------- ---------------- Shares outstanding at December 31, 1996 1,512,334 $19.00 - $21.62 27,500 $19.00 - $26.12 793,697 $19.09 ---------------- ---------------- ----------- ------------ ----------- ------------ Granted 369,109 $26.50-$26.88 5,000 $ 28.50 Exercised (253,552) $ 19.00 - - Forfeited (8,000) - - - ---------- ---------------- -------- ---------------- Shares outstanding at December 31, 1997 1,619,891 $19.00-$26.88 32,500 $19.00-$28.50 1,230,227 $20.58 ---------------- ------------ ----------- ----------- ----------- Granted 412,500 27.38 5,000 $ 25.625 Exercised (66,080) 19.00 (7,000) $19.00-$21.375 Forfeited - - ---------- ---------------- -------- ---------------- Shares outstanding at December 31, 1998 1,966,311 $19.00-$27.38 30,500 $19.00-$28.50 1,330,654 $19.38 ---------- ---------------- -------- ---------------- ------------ ------------ ---------- ---------------- -------- ---------------- ------------ ------------ The weighted average exercise price for options granted in 1995 was $20.25, in 1996 was $21.65, in 1997 was $27.06 and in 1998 was $27.38. The weighted average remaining contractual life for options outstanding at December 31, 1998 was 5 years and the weighted average remaining contractual life for options exercisable at December 31, 1998 was 5 years. The Company records options granted using Accounting Principles Board (APB) opinion Number 25, "Accounting for Stock Issued to Employees and Related Interpretations." Accordingly, no compensation expense is recognized on the date the options are granted. If the Company had recorded compensation expense using the methodology prescribed in Financial Accounting Standards Number 123, the Company's net income would have been reduced by approximately $228 or $0.00 per share for the year ended December 31, 1998 and $108 or $0.00 per share for the year ended December 31, 1997. The weighted average fair value of options granted during 1998 and 1997 were $2.01 and $2.51, respectively. The fair value of each option grant issued in 1998 and 1997 is estimated at the date of grant using the Black-Scholes option-pricing model with the following weighted average assumptions: (a) dividend yield of 7.8% in 1998 and 7.0% in 1997, (b) expected volatility of the Company's stock of 17.26% in 1998 and 14.9% in 1997, (c) a risk free interest rate based on U.S. Zero Coupon Bonds with time of maturity approximately equal to the options' expected time to exercise and (d) expected option lives of five and seven years for options granted in 1998 and 1997, respectively. 58 THE MACERICH COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) 14. DEFERRED COMPENSATION PLANS: The Company has established deferred compensation plans under which key executives of the Company may elect to defer receiving a portion of their cash compensation otherwise payable in one calendar year until a later year. The Company may, as determined by the Board of Directors in its sole discretion, credit a participant's account with an amount equal to a percentage of the participant's deferral. The Company contributed $295 during 1998 and $154 during 1997 to two of these plans. In addition, certain executives have split dollar life insurance agreements with the Company whereby the Company generally pays annual premiums on a life insurance policy in an amount equal to the executives deferral under one of the Company's deferred compensation plans. 15. ACQUISITIONS: South Towne Center was acquired on March 27, 1997. South Towne Center is a 1,240,143 square foot super regional mall located in Sandy, Utah. The purchase price was $98,000, consisting of $52,000 of cash and $46,000 of assumed mortgage indebtedness. Stonewood Mall is a super regional mall in Downey, California which the Company acquired on August 6, 1997. Stonewood Mall contains 927,218 square feet and the purchase price was $92,000 which was funded with $58,000 in proceeds from a 10 year fixed rate loan placed concurrently on Villa Marina Marketplace and the balance from cash on hand. Manhattan Village located in Manhattan Beach, California was purchased by a joint venture on August 19, 1997. The Company owns a 10% interest in the joint venture. Manhattan Village is a regional center with a total of 551,685 square feet of retail, restaurant and entertainment space. The purchase price was $66,600. The Citadel, a 1,044,852 square foot super regional mall in Colorado Springs, Colorado was purchased on December 19, 1997 for $108,000. The purchase price was funded by a concurrently placed loan of $75,600 plus $32,400 in cash. Great Falls Marketplace is a 143,570 square foot community center developed by the Management Companies and sold to the Company on December 31, 1997. The purchase price of $14,800 approximates the cost incurred by the Management Companies to acquire and develop the site. On February 27, 1998, the Company, through a 50/50 joint venture with an affiliate of Simon Property Group, Inc., acquired the ERE Yarmouth portfolio of twelve regional malls. The properties in the portfolio comprise 10.7 million square feet and are located in eight states. The total purchase price was $974.5 million, which included $485.0 million of assumed debt, at market value. The Company's share of the cash component of the purchase price was funded by issuing $100.0 million of Series A Preferred Stock, $80.0 million of common stock and borrowing the balance from the Company's line of credit. South Plains Mall was acquired on June 19, 1998. South Plains Mall is a 1,140,574 square foot super regional mall located in Lubbock, Texas. The purchase price was $115.5 million, consisting of $29.3 million of assumed debt, at fair market value, and $86.2 million of cash. The cash portion was funded with a portion of the proceeds from the Company's Series B cumulative convertible redeemable preferred stock ("Series B Preferred Stock") offering. Westside Pavilion was acquired on July 1, 1998 for $170.5 million. Westside Pavilion is a 755,759 square foot regional mall located in Los Angeles, California. The purchase price was funded with a portion of the proceeds from the Company's Series B Preferred Stock offering, borrowings under the Company's line of credit and the placement of a ten year $100.0 million mortgage secured by the property. 59 THE MACERICH COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) 15. ACQUISITIONS, CONTINUED: The Village at Corte Madera is a 428,398 square foot regional mall in Corte Madera, California, which the Company acquired in two phases: (i) 40% on June 16, 1998 and (ii) the remaining 60% on July 24, 1998. In addition, Carmel Plaza, a 115,215 square foot community shopping center in Carmel, California was acquired on August 10, 1998. The combined purchase price was $165.5 million, consisting of $40.0 million of assumed debt, the issuance of $7.9 million of OP Units and $117.6 million in cash. The cash component was funded by borrowings under the Company's line of credit. Northwest Arkansas Mall was acquired on December 15, 1998. Northwest Arkansas Mall is a 780,237 square foot regional mall located in Fayetteville, Arkansas. The purchase price of $94.0 million was funded by a concurrently placed loan of $63.0 million and borrowings of $31.0 million under the Company's line of credit. See "Note 20 - Subsequent Events" for description of an acquisition occurring in February 1999. 16. UNAUDITED PRO FORMA FINANCIAL INFORMATION: The following unaudited pro forma financial information combines the consolidated results of operations of the Company for 1998 and 1997 as if the 1998 Acquisitions had occurred on January 1, 1997, after giving effect to certain adjustments, including depreciation, interest expense relating to debt incurred to finance the acquisitions and general and administrative expense to manage the properties. The pro forma information is based on assumptions management believes to be appropriate. The pro forma information is not necessarily indicative of what the actual results would have been had the acquisitions occurred at the beginning of the period indicated, nor does it purport to project the Company's financial position or results of operations at any future date or for any future period. Years ended December 31, 1998 1997 ---- ---- Revenues $319,946 $280,279 Income before minority interest and extraordinary items 44,442 19,944 Income before extraordinary items 33,319 14,837 Net income 47,883 30,505 Net income - available to common stockholders 30,884 14,282 Per share income before extraordinary items $0.98 $0.44 Net income per share - available to common stockholders - basic $0.91 $0.42 Weighted average number of common shares outstanding - basic 33,902 33,811 Per share income before extraordinary items $0.95 $0.43 Net income per share - available to common stockholders - diluted $0.90 $0.42 Weighted average number of common shares outstanding - diluted 46,725 46,323 60 THE MACERICH COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) 17. PREFERRED STOCK: On February 25, 1998, the Company issued 3,627,131 shares of Series A Preferred Stock for proceeds totaling $100,000 in a private placement. The preferred stock can be converted on a one for one basis into common stock and will pay a quarterly dividend equal to the greater of $0.46 per share, or the dividend then payable on a share of common stock. On June 17, 1998, the Company issued 5,487,471 shares of Series B Preferred Stock for proceeds totaling $150,000 in a private placement. The preferred stock can be converted on a one for one basis into common stock and will pay a quarterly dividend equal to the greater of $0.46 per share, or the dividend then payable on a share of common stock. No dividends will be declared or paid on any class of common or other junior stock to the extent that dividends on Series A Preferred Stock and Series B Preferred Stock have not been declared and/or paid. 18. QUARTERLY FINANCIAL DATA (UNAUDITED): The following is a summary of periodic results of operations for 1998 and 1997: 1998 Quarter Ended 1997 Quarter Ended ----------------------------------------------- -------------------------------------------- Dec 31 Sept 30 June 30 Mar 31 Dec 31 Sept 30 June 30 Mar 31 ------- -------- -------- ------- ------- -------- -------- ------- Revenues $86,200 $75,079 $61,407 $61,175 $61,529 $57,032 $52,350 $50,303 Income before minority interest and extraordinary items 23,583 12,653 12,607 10,569 10,626 2,792 9,839 9,911 Income before extraordinary items 13,780 6,903 7,368 6,912 7,253 1,921 6,684 6,743 Net income - available to common stockholders 13,759 4,579 7,368 6,822 7,253 1,870 6,180 6,743 Income before extraordinary items per share $0.42 $0.23 $0.24 $0.25 $0.28 $0.07 $0.25 $0.26 Net income - available to common stockholders per share - basic $0.42 $0.15 $0.24 $0.25 $0.28 $0.07 $0.24 $0.26 19. SEGMENT INFORMATION: During 1998, the Company adopted SFAS No. 131, "Disclosures about Segments of an Enterprise and Related Information." SFAS No. 131 established standards for disclosure about operating segments and related disclosures about products and services, geographic areas, and major customers. The Company currently operates in one business segment, the acquisition, ownership, redevelopment, management and leasing of regional and community shopping centers. Additionally, the Company operates in one geographic area, the United States. 20. SUBSEQUENT EVENTS (UNAUDITED): On February 10, 1999 a dividend/distribution of $0.485 per share was declared for common stockholders and OP Unit holders of record on February 18, 1999. In addition, the Company declared a dividend of $0.485 on the Company's Series A Preferred Stock and a dividend of $0.485 on the Company's Series B Preferred Stock. All dividends/distributions will be payable on March 8, 1999. On February 18, 1999, through a 51/49 joint venture with Ontario Teachers' Pension Plan Board, the Company closed on the first phase of a two phase acquisition of a portfolio of properties. The phase one closing included the acquisition of three regional malls, the retail component of a mixed-use development, five contiguous properties and two non-contiguous community shopping centers comprising approximately 3.6 million square feet for a total purchase price of approximately $427.0 million. The purchase price was funded with a $120.0 million loan placed concurrently with the closing, $140.4 million of debt from an affiliate of the seller, and $39.4 million of assumed debt. The balance of the purchase price was paid in cash. The Company's share of the cash component was funded with the proceeds from two refinancings of centers and borrowings under the Company's line of credit. 61 INDEPENDENT AUDITORS' REPORT The Partners SDG Macerich Properties, L.P.: We have audited the accompanying balance sheet of SDG Macerich Properties, L.P. as of December 31, 1998, and the related statements of operations, cash flows, and partners' equity for the year then ended. In connection with our audit of the financial statements, we have also audited the related financial statement schedule (Schedule III). These financial statements and the financial statement schedule are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements and the financial statement schedule 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 financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of SDG Macerich Properties, L.P. as of December 31, 1998, and the results of its operations and its cash flows for the year then ended in conformity with generally accepted accounting principles. Also, in our opinion, the related financial statement schedule (Schedule III), when considered in relation to the basic financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein. KPMG LLP Indianapolis, Indiana February 11, 1999 62 SDG MACERICH PROPERTIES, L.P. Balance Sheet December 31, 1998 (Dollars in thousands) ASSETS Properties: Land $ 199,377 Building and Improvements 804,724 Equipment and furnishings 472 ----------- 1,004,573 Less accumulated depreciation 17,383 ----------- 987,190 Cash and cash equivalents 9,156 Tenant receivables, including accrued revenue less allowance for doubtful accounts of $804 20,579 Prepaid real estate taxes and other assets 1,096 ----------- $ 1,018,021 ----------- ----------- LIABILITIES AND PARTNERS' EQUITY Mortgage notes payable $ 505,868 Accounts payable 10,935 Due to affiliates 443 Accrued real estate taxes 12,423 Accrued interest expense 1,562 Accrued management and leasing fees 249 Other liabilities 1,503 ----------- Total liabilities 532,983 Partners' equity 485,038 ----------- $ 1,018,021 ----------- ----------- See accompanying notes to financial statements. 63 SDG MACERICH PROPERTIES, L.P. Statement of Operations Year ended December 31, 1998 (Dollars in thousands) Revenues: Minimum rents $ 72,016 Overage rents 5,782 Tenant recoveries 35,806 Other 1,822 ---------- 115,426 ---------- Expenses: Property operations 13,561 Depreciation of properties 17,383 Real estate taxes 13,577 Repairs and maintenance 6,312 Advertising and promotion 5,013 Management fees 3,062 Provision for credit losses 809 Interest on mortgage notes 26,432 Other 231 ---------- 86,380 ---------- Net income $ 29,046 ---------- ---------- See accompanying notes to financial statements. 64 SDG MACERICH PROPERTIES, L.P. Statement of Cash Flows Year ended December 31, 1998 (Dollars in thousands) Cash flows from operating activities: Net income $ 29,046 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation of properties 17,383 Amortization of debt premium (1,843) Change in receivables (14,452) Change in accrued real estate taxes (527) Other items 8,871 ---------- Net cash provided by operating activities 38,478 ---------- Cash flows from investing activities: Acquisition of properties, net of mortgage notes payable assumed (480,392) Improvements to properties (4,922) ---------- Net cash used by investing activities (485,314) ---------- Cash flows from financing activities: Contributions by partners 480,392 Distributions to partners (24,400) ---------- Net cash provided by financing activities 455,992 ---------- Net increase in cash and cash equivalents 9,156 Cash and cash equivalents at beginning of year -- ---------- Cash and cash equivalents at end of year $ 9,156 ---------- ---------- Supplemental cash flow information: Cash payments for interest $ 26,713 ---------- ---------- Non-cash transaction: Fair value of mortgage notes payable assumed with properties acquired $ 507,711 Fair value of other liabilities, net, assumed with properties acquired 11,548 ----------- ----------- See accompanying notes to financial statements. 65 SDG MACERICH PROPERTIES, L.P. Statement of Partners' Equity Year ended December 31, 1998 (Dollars in thousands) SIMON THE PROPERTY MACERICH GROUP, INC. COMPANY AFFILIATES AFFILIATES TOTAL ----------- ---------- --------- Percentage ownership interest 50% 50% 100% ---------- ---------- --------- ---------- ---------- --------- Balance at January 1, 1998 $ -- -- -- Contributions 240,196 240,196 480,392 Distributions (12,200) (12,200) (24,400) Net income for the year 14,523 14,523 29,046 ---------- ---------- --------- Balance at December 31, 1998 $ 242,519 242,519 485,038 ---------- ---------- --------- ---------- ---------- --------- See accompanying notes to financial statements. 66 SDG MACERICH PROPERTIES, L.P. Notes to Financial Statements December 31, 1998 (Dollars in thousands) (1) GENERAL (A) PARTNERSHIP ORGANIZATION On December 29, 1997, affiliates of Simon Property Group, Inc. (Simon) and affiliates of The Macerich Company (Macerich) formed a limited partnership to acquire and operate a portfolio of 12 regional shopping centers. The Partnership acquired the properties on February 27, 1998. The accompanying financial statements include the results of operations of the properties since the date of acquisition. (B) PROPERTIES Simon and Macerich have divided the property management services with affiliates of each company managing six of the shopping centers. The shopping centers and their locations are as follows: Simon managed properties: South Park Mall Moline, Illinois Valley Mall Harrisonburg, Virginia Granite Run Mall Media, Pennsylvania Eastland Mall Evansville, Indiana Lake Square Mall Leesburg, Florida North Park Mall Davenport, Iowa Macerich managed properties: Lindale Mall Cedar Rapids, Iowa Mesa Mall Grand Junction, Colorado South Ridge Mall Des Moines, Iowa Empire Mall and Empire East Sioux Falls, South Dakota Rushmore Mall Rapid City, South Dakota Southern Hills Mall Sioux City, Iowa The shopping center leases generally provide for fixed annual minimum rent, overage rent based on sales, and reimbursement for certain operating expenses, including real estate taxes. For leases in effect at December 31, 1998, fixed minimum rents to be received in each of the next five years and thereafter are summarized as follows: 1999 $ 73,955 2000 66,828 2001 60,055 2002 54,013 2003 45,958 Thereafter 157,741 -------- $458,550 -------- -------- 67 SDG MACERICH PROPERTIES, L.P. Notes to Financial Statements December 31, 1998 (Dollars in thousands) (2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (A) REVENUES All leases are classified as operating leases, and minimum rents are recognized monthly on a straight-line basis over the terms of the leases. Most retail tenants are also required to pay overage rents based on sales over a stated base amount during the lease year, generally ending on January 31. Overage rents are recognized as revenues based on reported and estimated sales for each tenant through December 31. Differences between estimated and actual amounts are recognized in the subsequent year. Tenant recoveries for real estate taxes and common area maintenance are adjusted annually based on the actual expenses, and the related revenues are recognized in the year in which the expenses are incurred. Charges for other operating expenses are billed monthly with periodic adjustments based on the estimated utility usage and/or a current price index, and the related revenues are recognized as the amounts are billed and as adjustments become determinable. (B) CASH EQUIVALENTS All highly liquid debt instruments purchased with a maturity of three months or less are considered to be cash equivalents. (C) PROPERTIES Properties are recorded at cost and are depreciated using the straight-line method over the estimated useful lives of the assets as follows: Buildings and improvements 39 years Equipment and furnishings 5-7 years Tenant improvements Initial term of related lease Improvements and replacements are capitalized when they extend the useful life, increase capacity, or improve the efficiency of the asset. All other repairs and maintenance items are expensed as incurred. The Partnership assesses whether there has been an impairment in the value of its properties by considering factors such as expected future operating income, trends and prospects, as well as the effects of demand, competition and other economic factors. Such factors include the tenants ability to perform their duties and pay rent under the terms of the leases. The Partnership would recognize an impairment loss if the estimated future income stream is not sufficient to recover its investment. Such a loss would be the difference between the carrying value and the fair value of a property. Management believes no impairment in its net property carrying values has occurred at December 31, 1998. 68 SDG MACERICH PROPERTIES, L.P. Notes to Financial Statements December 31, 1998 (Dollars in thousands) (D) USE OF ESTIMATES The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. (E) INCOME TAXES As a partnership, the allocated share of income or loss for the year is includable in the income tax returns of the partners; accordingly, income taxes are not reflected in the accompanying financial statements. (3) MORTGAGE NOTES PAYABLE AND FAIR VALUE OF FINANCIAL INSTRUMENTS In connection with the acquisition of the shopping center properties, the Partnership assumed $485,000 of mortgage notes payable which are secured by liens on the properties. The notes consist of $300,000 of debt which is due in May 2006 and requires monthly interest payments at a fixed weighted average rate of 7.41% and $185,000 of debt which is due in May 2003 and requires monthly interest payments at a variable weighted average rate (based on LIBOR) of 6.15% at December 31, 1998. The variable rate debt is covered by an interest cap agreement which effectively prevents the variable rate from exceeding 11.53%. The fair value assigned to the $300,000 fixed-rate debt at the acquisition date based on an estimated market interest rate of 6.23% was $322,711, and the resultant debt premium is being amortized to interest expense over the remaining term of the debt using a level yield method. At December 31, 1998, the unamortized balance of the debt premium was $20,868. The fair value of the fixed-rate debt at December 31, 1998 based on an interest rate of 6.70% is estimated to be approximately $312,000. The $185,000 carrying value of the variable-rate debt and the Partnership's other financial instruments are estimated to equal their fair values. (4) MANAGEMENT SERVICES An affiliate of Simon manages six of the properties and an affiliate of Macerich manages the other six properties, both for a fee of 4% of gross receipts, as defined. Management fees incurred in 1998 totaled $1,592 for the Simon-managed properties and $1,470 for the Macerich-managed properties. (5) CONTINGENT LIABILITY The Partnership currently is not involved with any litigation other than routine litigation and administrative proceedings arising in the ordinary course of business. On the basis of consultation with counsel, management believes that these items will not have a material adverse impact on the Company's financial statements. 69 THE MACERICH COMPANY REAL ESTATE AND ACCUMULATED DEPRECIATION 12/31/98 (IN THOUSANDS) INITIAL COST TO COMPANY ------------------------------------- COST EQUIPMENT CAPITALIZED BUILDING AND AND SUBSEQUENT TO LAND IMPROVEMENTS FURNISHINGS ACQUISITION --------- ------------ ----------- ----------- Shopping Centers: Bristol Shopping Center $0 $11,051 $0 $1,935 Boulder Plaza 2,650 7,950 0 2,157 Capitola Mall 11,312 46,689 0 1,335 Carmel Plaza 9,080 36,354 0 225 Chesterfield Towne Center 18,517 72,936 2 8,638 Citadel, The 21,600 86,711 0 1,865 Corte Madera, Village at 24,433 97,821 0 548 County East Mall 2,633 15,131 716 13,967 Crossroads Mall - Boulder 0 37,528 64 32,775 Crossroads Mall - Oklahoma 10,279 43,458 291 8,713 Fresno Fashion Fair 17,966 72,194 0 (1,653) Great Falls Marketplace 2,960 11,840 0 8 Greeley Mall 5,600 12,617 13 7,698 Green Tree Mall 4,947 14,893 332 23,246 Holiday Village Shopping Mall 2,311 13,488 138 22,510 Huntington Beach Center 11,868 11,867 0 4,123 Lakewood Mall 12,502 31,158 117 95,492 Northgate Mall 7,144 29,805 841 24,657 Northwest Arkansas Mall 18,800 75,358 0 0 Pacific View (formerly known as Buenaventura Mall) 8,697 8,696 0 22,862 Parklane Mall 1,377 11,775 173 18,931 Queens Center 21,460 86,631 8 2,156 Rimrock Mall 8,737 35,652 0 1,519 Salisbury, The Centre at 15,290 63,474 31 1,186 South Plains Mall 23,100 92,728 0 1,183 South Towne Center 19,600 78,954 0 4,768 Stonewood Mall 18,400 73,933 0 1,207 Valley View Center 17,100 68,687 0 9,656 Villa Marina Marketplace 15,852 65,441 0 679 Vintage Faire Mall 14,902 60,532 0 2,213 Westside Pavilion 34,100 136,819 0 412 -------------------------------------------------- $383,217 $1,512,171 $2,726 $315,011 -------------------------------------------------- -------------------------------------------------- GROSS AMOUNT AT WHICH CARRIED AT CLOSE OF PERIOD ------------------------------------------------------- FURNITURE, TOTAL COST FIXTURES NET OF BUILDING AND AND CONSTUCTION ACCUMULATED ACCUMULATED LAND IMPROVEMENTS EQUIPMENT IN PROGRESS TOTAL DEPRECIATION DEPRECIATION -------- ------------ --------- ----------- ---------- ------------ ------------ Shopping Centers: Bristol Shopping Center $132 $12,851 $0 $3 $12,986 $5,651 $7,335 Boulder Plaza 2,919 9,838 0 0 12,757 2,887 9,870 Capitola Mall 11,309 47,989 38 0 59,336 3,816 55,520 Carmel Plaza 9,080 36,567 12 0 45,659 371 45,288 Chesterfield Towne Center 18,517 79,399 2,038 139 100,093 11,790 88,303 Citadel, The 21,600 88,521 47 8 110,176 2,430 107,746 Corte Madera, Village at 24,433 98,344 25 0 122,802 1,133 121,669 County East Mall 4,099 27,483 798 67 32,447 10,522 21,925 Crossroads Mall - Boulder 21,616 42,154 128 6,469 70,367 23,384 46,983 Crossroads Mall - Oklahoma 10,279 46,946 345 5,171 62,741 7,322 55,419 Fresno Fashion Fair 17,966 70,380 43 118 88,507 3,753 84,754 Great Falls Marketplace 2,960 11,848 0 0 14,808 305 14,503 Greeley Mall 5,600 20,222 98 8 25,928 9,911 16,017 Green Tree Mall 4,947 38,008 463 0 43,418 21,072 22,346 Holiday Village Shopping Mall 3,500 34,737 210 0 38,447 20,743 17,704 Huntington Beach Center 11,868 11,965 31 3,994 27,858 639 27,219 Lakewood Mall 24,916 113,408 651 294 139,269 46,588 92,681 Northgate Mall 8,400 53,045 935 67 62,447 19,406 43,041 Northwest Arkansas Mall 18,800 75,358 0 0 94,158 90 94,068 Pacific View (formerly known as Buenaventura Mall) 8,697 8,794 18 22,746 40,255 471 39,784 Parklane Mall 2,426 25,213 402 4,215 32,256 16,457 15,799 Queens Center 21,454 87,400 634 767 110,255 6,873 103,382 Rimrock Mall 8,737 36,966 106 99 45,908 2,095 43,813 Salisbury, The Centre at 15,284 64,219 478 0 79,981 5,884 74,097 South Plains Mall 23,100 93,877 34 0 117,011 1,316 115,695 South Towne Center 19,600 83,696 26 0 103,322 3,978 99,344 Stonewood Mall 18,400 74,908 232 0 93,540 2,756 90,784 Valley View Center 17,100 73,059 631 4,653 95,443 4,447 90,996 Villa Marina Marketplace 15,852 66,082 35 3 81,972 5,026 76,946 Vintage Faire Mall 14,901 61,601 627 518 77,647 3,402 74,245 Westside Pavilion 34,100 137,118 12 101 171,331 1,762 169,569 ------------------------------------------------------------------------------------ $422,592 $1,731,996 $9,097 $49,440 $2,213,125 $246,280 $1,966,845 ------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------ 70 THE MACERICH COMPANY REAL ESTATE AND ACCUMULATED DEPRECIATION DECEMBER 31, 1998 (IN THOUSANDS) Depreciation and amortization of the Company's investment in buildings and improvements reflected in the statements Buildings and Improvements 5 - 40 years Tenant Improvements life of related lease Equipment and Furnishings 5 -7 years The changes in total real estate assets for the three years ended December 31, 1998 are as follows: 1996 1997 1998 ---- ---- ---- Balance, beginning of year $833,998 $1,273,085 $1,607,429 Additions 439,087 334,344 605,696 Disposals and retirements 0 0 0 ---------------------------------------- Balance, end of year $1,273,085 $1,607,429 $2,213,125 ---------------------------------------- ---------------------------------------- The changes in accumulated depreciation and amortization for the three years ended December 31, 1998 are as follows: 1996 1997 1998 ---- ---- ---- Balance, beginning of year $139,098 $164,417 $200,250 Additions 25,319 35,833 46,030 Disposals and retirements 0 0 0 ------------------------------------ Balance, end of year $164,417 $200,250 $246,280 ------------------------------------ 71 SDG MACERICH PROPERTIES, L.P. Schedule III - Real Estate and Accumulated Depreciation As of December 31, 1998 (Dollars in thousands) Initial Cost to Partnership Costs --------------------------------------------------- Capitalized Building and Equipment Subsequent Shopping Center (1) Location Land Improvements and Furnishings to Acquisition - ------------------- -------- ---- ------------ --------------- -------------- Mesa Mall Grand Junction, Colorado $ 11,155 44,635 -- 25 Lake Square Mall Leesburg, Florida 7,348 29,392 -- 172 South Park Mall Moline, Illinois 21,341 85,540 -- 522 Eastland Mall Evansville, Indiana 28,160 112,642 -- 833 Lindale Mall Cedar Rapids, Iowa 12,534 50,151 -- 197 North Park Mall Davenport, Iowa 17,210 69,042 -- 585 South Ridge Mall Des Moines, Iowa 11,524 46,097 -- 993 Granite Run Mall Media, Pennsylvania 26,147 104,671 -- 536 Rushmore Mall Rapid City, South Dakota 12,089 50,588 -- 43 Empire Mall Sioux City, South Dakota 23,706 94,860 -- 519 Empire East Sioux City, South Dakota 2,073 8,291 -- 1 Southern Hills Mall Sioux City, South Dakota 15,697 62,793 -- 429 Valley Mall Harrisonburg, Virginia 10,393 41,572 -- 67 -------------------------------------------------------------------- $ 199,377 800,274 -- 4,922 -------------------------------------------------------------------- -------------------------------------------------------------------- Gross Book Value at December 31, 1998 Total Cost ------------------------------------------- Net of Building and Equipment Accumulated Accumulated Shopping Center (1) Location Land Improvements and Furnishings Depreciation Depreciation - ------------------- -------- ---- ------------ --------------- ------------ ------------ Mesa Mall Grand Junction, Colorodo 11,155 44,643 17 969 54,846 Lake Square Mall Leesburg, Florida 7,348 29,556 8 642 36,270 South Park Mall Moline, Illinois 21,341 86,055 7 1,838 105,565 Eastland Mall Evansville, Indiana 28,160 113,266 209 2,435 139,200 Lindale Mall Cedar Rapids, Iowa 12,534 50,335 13 1,102 61,780 North Park Mall Davenport, Iowa 17,210 69,616 11 1,496 85,341 South Ridge Mall Des Moines, Iowa 11,524 47,040 50 1,014 57,600 Granite Run Mall Media, Pennsylvania 26,147 105,126 81 2,257 129,097 Rushmore Mall Rapid City, South Dakota 12,089 50,603 28 1,129 61,591 Empire Mall Sioux City, South Dakota 23,706 95,351 28 2,064 117,021 Empire East Sioux City, South Dakota 2,073 8,291 1 177 10,188 Southern Hills Mall Sioux City, South Dakota 15,697 63,207 15 1,371 77,548 Valley Mall Harrisonburg, Virginia 10,393 41,635 4 889 51,143 ------------------------------------------------------------------------ 199,377 804,724 472 17,383 987,190 ------------------------------------------------------------------------ ------------------------------------------------------------------------ Depreciation and amortization of the Partnership's investment in shopping center properties reflected in the statement of operations are calculated over the estimated useful lives of the assets as follows: Building and improvements 39 years Equipment and furnishings 5-7 years The changes in total shopping center properties for the year ended December 31, 1998 are as follows: Balance, beginning of year $ -- Acquisitions 999,651 Additions 4,922 Disposals and retirements -- ----------- Balance, end of year $ 1,004,573 ----------- ----------- The changes in accumulated depreciation for the year ended December 31, 1998 are as follows: Balance, beginning of year $ -- Additions 17,383 Disposals and retirements -- -------- Balance, end of year $ 17,383 -------- -------- (1) All of the shopping centers are encumbered by mortgage notes payable with a December 31, 1998 carrying value of $505,868. 72 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. THE MACERICH COMPANY By /s/ ARTHUR M. COPPOLA -------------------------------------- Arthur M. Coppola President and Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. SIGNATURE CAPACITY DATE - --------- -------- ---- /s/ ARTHUR M. COPPOLA President and Chief Executive Officer March 29, 1999 - ----------------------- And Director Arthur M. Coppola /s/ MACE SIEGEL Chairman of the Board March 29, 1999 - ----------------------- Mace Siegel /s/ DANA K. ANDERSON Vice Chairman of the Board March 29, 1999 - ----------------------- Dana K. Anderson /s/ EDWARD C. COPPOLA Executive Vice President March 29, 1999 - ----------------------- Edward C. Coppola /s/ JAMES COWNIE Director March 29, 1999 - ----------------------- James Cownie /s/ THEODORE HOCHSTIM Director March 29, 1999 - ----------------------- Theodore Hochstim /s/ FREDERICK HUBBELL Director March 29, 1999 - ----------------------- Frederick Hubbell /s/ STANLEY MOORE Director March 29, 1999 - ----------------------- Stanley Moore /s/ WILLIAM SEXTON Director March 29, 1999 - ----------------------- William Sexton /s/ THOMAS E. O'HERN Executive Vice President, Treasurer and March 29, 1999 - ----------------------- Chief Financial and Accounting Officer Thomas E. O'Hern 73 X EXHIBIT INDEX EXHIBIT SEQUENTIALLY NUMBER DESCRIPTION NUMBERED PAGE ------- ----------- ------------- 3.1* Articles of Amendment and Restatement of the Company 3.1.1** Articles Supplementary of the Company 3.1.2*** Articles Supplementary of the Company (Series A Preferred Stock) 3.1.3**** Articles Supplementary of the Company (Series B Preferred Stock) 3.1.4 Articles Supplementary of the Company (Series C Junior Participating Preferred Stock) 3.2***** Amended and Restated Bylaws of the Company 4.1***** Form of Common Stock Certificate 4.2****** Form of Preferred Stock Certificate (Series A Preferred Stock) 4.2.1 Form of Preferred Stock Certificate (Series B Preferred Stock) 4.2.2***** Form of Preferred Stock Certificate (Series C Junior Participating Preferred Stock) 4.3******* Indenture for Convertible Subordinated Debentures dated June 27, 1997 4.4***** Agreement dated as of November 10, 1998 between the Company and First Chicago Trust Company of New York, as Rights Agent 10.1******** Amended and Restated Limited Partnership Agreement for the Operating Partnership dated as of March 16, 1994 10.1.1****** Amendment to Amended and Restated Limited Partnerships Agreement for the Operating Partnership dated June 27, 1997 10.1.2****** Amendment to Amended and Restated Limited Partnership Agreement for the Operating Partnership dated November 16, 1997 10.1.3****** Fourth Amendment to Amended and Restated Limited Partnership Agreement for the Operating Partnership dated February 25, 1998 10.1.4****** Fifth Amendment to Amended and Restated Limited Partnership Agreement for the Operating Partnership dated February 26, 1998 10.1.5 Sixth Amendment to Amended and Restated Limited Partnership Agreement for the Operating Partnership dated June 17, 1998 10.1.6 Seventh Amendment to Amended and Restated Limited Partnership Agreement for the Operating Partnership dated December 31, 1998 74 EXHIBIT SEQUENTIALLY NUMBER DESCRIPTION NUMBERED PAGE ------- ----------- ------------- 10.2******** Employment Agreement between the Company and Mace Siegel dated as of March 16, 1994 10.2.1******** List of Omitted Employment Agreements 10.2.2****** Employment Agreement between Macerich Management Company and Larry Sidwell dated as of February 11, 1997 10.3****** The Macerich Company Amended and Restated 1994 Incentive Plan 10.4# The Macerich Company 1994 Eligible Directors' Stock Option Plan 10.5# The Macerich Company Deferred Compensation Plan 10.6# The Macerich Company Deferred Compensation Plan for Mall Executives 10.7******** The Macerich Company Eligible Directors' Deferred Compensation Plan/Phantom Stock Plan 10.8******** The Macerich Company Executive Officer Salary Deferral Plan 10.9 1999 Cash Bonus/Restricted Stock Program under the Amended and Restated 1994 Incentive Plan (including the form of restricted Stock Award Agreement) 10.10******** Registration Rights Agreement, dated as of March 16, 1994, between the Company and The Northwestern Mutual Life Insurance Company - - 10.11******** Registration Rights Agreement, dated as of March 16, 1994, among the Company and Mace Siegel, Dana K. Anderson, Arthur M. Coppola and Edward C. Coppola 10.12******* Registration Rights Agreement, dated as of March 16, 1994, among the Company, Richard M. Cohen and MRII Associates 10.13******* Registration Rights Agreement dated as of June 27, 1997 10.14******* Registration Rights Agreement dated as of February 25, 1998 between the Company and Security Capital Preferred Growth Incorporated 10.15******** Incidental Registration Rights Agreement dated March 16, 1994 10.16****** Incidental Registration Rights Agreement dated as of July 21, 1994 10.17****** Incidental Registration Rights Agreement dated as of August 15, 1995 10.18****** Incidental Registration Rights Agreement dated as of December 21, 1995 10.18.1****** List of Incidental/Demand Registration Rights Agreements, Election Forms, Accredited/Non-Accredited Investors Certificates and Investor Certificates 75 EXHIBIT SEQUENTIALLY NUMBER DESCRIPTION NUMBERED PAGE ------- ----------- ------------- 10.19 Registration Rights Agreement dated as of June 17, 1998 between the Company and the Ontario Teachers' Pension Plan Board 10.20 Redemption, Registration Rights and Lock-Up Agreement dated as of July 24, 1998 between the Company and Harry S. Newman, Jr. and LeRoy H. Brettin 10.21******** Indemnification Agreement, dated as of March 16, 1994, between the Company and Mace Siegel 10.21.1******** List of Omitted Indemnification Agreements 10.22* Partnership Agreement for Macerich Northwestern Associates, dated as of January 17, 1985, between Macerich Walnut Creek Associates and the Northwestern Mutual Life Insurance Company 10.23******** First Amendment to Macerich Northwestern Associates Partnership Agreement between Operating Partnership and the Northwestern Mutual Life Insurance Company 10.24* Agreement of Lease (Crossroads-Boulder), dated December 31, 1960, between H.R. Hindry, as lessor, and Gerri Von Frellick, as lessee, with amendments and supplements thereto 10.25****** Secured Full Recourse Promissory Note dated November 17, 1997 Due November 16, 2007 made by Edward C. Coppola to the order of the Company 10.25.1****** List of Omitted Secured Full Recourse Notes 10.26****** Stock Pledge Agreement dated as of November 17, 1997 made by Edward C. Coppola for the benefit of the Company 10.26.1****** List of omitted Stock Pledge Agreement 10.27****** Promissory Note dated as of May 2, 1997 made by David J. Contis to the order of Macerich Management Company 10.28## Purchase and Sale Agreement between the Equitable Life Assurance Society of the United States and S.M. Portfolio Partners 10.29****** Partnership Agreement of S.M. Portfolio Ltd. Partnership 10.30 First Amended and Restated Credit Agreement, dated as of June 25, 1998, between the Operating Partnership, the Company and Wells Fargo Bank, National Association 21.1 List of Subsidiaries 23.1 Consent of Independent Accountants (PricewaterhouseCoopers LLP) 23.2 Consent of Independent Auditors (KPMG LLP) 76 EXHIBIT SEQUENTIALLY NUMBER DESCRIPTION NUMBERED PAGE ------- ----------- ------------- * Previously filed as an exhibit to the Company's Registration Statement on Form S-11, as amended (No. 33-68964), and incorporated herein by reference. ** Previously filed as an exhibit to the Company's Current Report on Form 8-K, event date May 30, 1995, and incorporated herein by reference. *** Previously filed as an exhibit to the Company's Current Report on Form 8-K, event date February 25, 1998, and incorporated herein by reference. **** Previously filed as an exhibit to the Company's Current Report on Form 8-K, event date June 17, 1998, and incorporated herein by reference. ***** Previously filed as an exhibit to the Company's Current Report on Form 8-K, event date November 10, 1998, as amended, and incorporated herein by reference. ****** Previously filed as an exhibit to the Company's Annual Report on Form 10-K for the year ended December 31, 1997, and incorporated herein by reference. ******* Previously filed as an exhibit to the Company's Current Report on Form 8-K, event date June 20, 1997, and incorporated herein by reference. ******** Previously filed as an exhibit to the Company's Annual Report on Form 10-K for the year ended December 31, 1996, and incorporated herein by reference. # Previously filed as an exhibit to the Company's Quarterly Statement on Form 10-Q for the quarter ended June 30, 1994, and incorporated herein by reference. ## Previously filed as an exhibit to the Company's Current Report on Form 8-K, event date February 27, 1998, and incorporated herein by reference. 77