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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Macerich Co | NYSE:MAC | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.49 | 3.55% | 14.29 | 14.31 | 13.86 | 14.20 | 2,275,447 | 01:00:00 |
MARYLAND
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95-4448705
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer Identification Number)
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401 Wilshire Boulevard, Suite 700, Santa Monica, California 90401
(Address of principal executive office, including zip code)
|
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(310) 394-6000
(Registrant's telephone number, including area code)
|
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N/A
(Former name, former address and former fiscal year, if changed since last report)
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Large accelerated filer
x
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Accelerated filer
o
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Non-accelerated filer
o
(Do not check if a smaller
reporting company)
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Smaller reporting company
o
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Emerging growth company
o
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Part I
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Financial Information
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Part II
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Other Information
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March 31,
2018 |
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December 31,
2017 |
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ASSETS:
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Property, net
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$
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6,908,416
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$
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7,109,230
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Assets held for sale
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142,611
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—
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Cash and cash equivalents
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118,175
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91,038
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Restricted cash
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49,677
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52,067
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Tenant and other receivables, net
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94,081
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112,653
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Deferred charges and other assets, net
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399,153
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449,190
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Due from affiliates
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84,674
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82,162
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Investments in unconsolidated joint ventures
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1,360,486
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1,709,522
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Total assets
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$
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9,157,273
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$
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9,605,862
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LIABILITIES AND EQUITY:
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Mortgage notes payable:
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Related parties
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$
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170,311
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$
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171,569
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Others
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4,075,936
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4,066,511
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Total
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4,246,247
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4,238,080
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Bank and other notes payable
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657,594
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932,184
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Accounts payable and accrued expenses
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67,430
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58,412
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Other accrued liabilities
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285,447
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325,701
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Distributions in excess of investments in unconsolidated joint ventures
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93,879
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83,486
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Financing arrangement obligation
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398,091
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—
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Total liabilities
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5,748,688
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5,637,863
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Commitments and contingencies
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Equity:
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Stockholders' equity:
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Common stock, $0.01 par value, 250,000,000 shares authorized, 141,104,587 and 140,993,985 shares issued and outstanding at March 31, 2018 and December 31, 2017, respectively
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1,411
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1,410
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Additional paid-in capital
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4,549,748
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4,510,489
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Accumulated deficit
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(1,393,418
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)
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(830,279
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)
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Accumulated other comprehensive income (loss)
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19
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(42
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)
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Total stockholders' equity
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3,157,760
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3,681,578
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Noncontrolling interests
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250,825
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286,421
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Total equity
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3,408,585
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3,967,999
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Total liabilities and equity
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$
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9,157,273
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$
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9,605,862
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For the Three Months Ended March 31,
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2018
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2017
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Revenues:
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Minimum rents
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$
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142,407
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$
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145,555
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Percentage rents
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1,884
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1,918
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Tenant recoveries
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68,092
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72,412
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Other
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13,809
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15,264
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Management Companies
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10,542
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11,896
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Total revenues
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236,734
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247,045
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Expenses:
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Shopping center and operating expenses
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74,510
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75,897
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Management Companies' operating expenses
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38,323
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28,517
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REIT general and administrative expenses
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8,019
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8,463
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Depreciation and amortization
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79,937
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83,073
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200,789
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195,950
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Interest expense:
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Related parties
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10,169
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2,211
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Other
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42,466
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39,090
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52,635
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41,301
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Total expenses
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253,424
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237,251
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Equity in income of unconsolidated joint ventures
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16,872
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15,843
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Co-venture expense
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—
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(3,877
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)
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Income tax benefit
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2,949
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3,484
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(Loss) gain on sale or write down of assets, net
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(37,512
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)
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49,565
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Net (loss) income
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(34,381
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)
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74,809
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Less net (loss) income attributable to noncontrolling interests
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(808
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)
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5,566
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Net (loss) income attributable to the Company
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$
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(33,573
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)
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$
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69,243
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Earnings per common share—attributable to common stockholders:
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Basic
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$
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(0.24
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)
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$
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0.48
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Diluted
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$
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(0.24
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)
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$
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0.48
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Weighted average number of common shares outstanding:
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Basic
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141,024,000
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143,596,000
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Diluted
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141,050,000
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143,655,000
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For the Three Months Ended March 31,
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2018
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2017
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Net (loss) income
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$
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(34,381
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)
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$
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74,809
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Other comprehensive loss:
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Interest rate cap
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61
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—
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Comprehensive (loss) income
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(34,320
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)
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74,809
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Less net (loss) income attributable to noncontrolling interests
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(808
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)
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5,566
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Comprehensive (loss) income attributable to the Company
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$
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(33,512
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)
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$
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69,243
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Stockholders' Equity
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|||||||||||||||||||||||||
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Common Stock
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Additional Paid-in Capital
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Accumulated Deficit
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Accumulated Other Comprehensive (Loss) Income
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Total Stockholders' Equity
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Shares
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Par
Value
|
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Noncontrolling
Interests
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Total Equity
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|||||||||||||||||||
Balance at January 1, 2018
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140,993,985
|
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$
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1,410
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$
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4,510,489
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$
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(830,279
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)
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$
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(42
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)
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$
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3,681,578
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$
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286,421
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$
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3,967,999
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Net loss
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—
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—
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—
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(33,573
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)
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—
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(33,573
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)
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(808
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)
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(34,381
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)
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Cumulative effect of adoption of ASU 2014-09
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—
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—
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—
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(424,859
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)
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—
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(424,859
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)
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—
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(424,859
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)
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Interest rate cap
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—
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—
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—
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—
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61
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61
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—
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61
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|||||||
Amortization of share and unit-based plans
|
109,602
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1
|
|
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13,611
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—
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—
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13,612
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—
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13,612
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|||||||
Distributions declared ($0.74) per share
|
—
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—
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—
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(104,707
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)
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—
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|
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(104,707
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)
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|
—
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|
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(104,707
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)
|
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Distributions to noncontrolling interests
|
—
|
|
|
—
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|
—
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|
|
—
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|
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—
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—
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|
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(9,075
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)
|
|
(9,075
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)
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|||||||
Conversion of noncontrolling interests to common shares
|
1,000
|
|
|
—
|
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|
—
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|
|
—
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|
—
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—
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—
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|
—
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|||||||
Redemption of noncontrolling interests
|
—
|
|
|
—
|
|
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(46
|
)
|
|
—
|
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|
—
|
|
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(46
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)
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|
(19
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)
|
|
(65
|
)
|
|||||||
Adjustment of noncontrolling interests in Operating Partnership
|
—
|
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—
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25,694
|
|
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—
|
|
|
—
|
|
|
25,694
|
|
|
(25,694
|
)
|
|
—
|
|
|||||||
Balance at March 31, 2018
|
141,104,587
|
|
|
$
|
1,411
|
|
|
$
|
4,549,748
|
|
|
$
|
(1,393,418
|
)
|
|
$
|
19
|
|
|
$
|
3,157,760
|
|
|
$
|
250,825
|
|
|
$
|
3,408,585
|
|
|
For the Three Months Ended March 31,
|
||||||
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2018
|
|
2017
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net (loss) income
|
$
|
(34,381
|
)
|
|
$
|
74,809
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Loss (gain) on sale or write down of assets, net
|
37,512
|
|
|
(49,565
|
)
|
||
Depreciation and amortization
|
81,524
|
|
|
84,551
|
|
||
Amortization of premium on mortgage notes payable
|
(235
|
)
|
|
(926
|
)
|
||
Amortization of share and unit-based plans
|
11,003
|
|
|
13,805
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|
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Straight-line rent adjustment
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(2,683
|
)
|
|
(1,884
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)
|
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Amortization of above and below-market leases
|
152
|
|
|
193
|
|
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Provision for doubtful accounts
|
1,354
|
|
|
1,318
|
|
||
Income tax benefit
|
(2,949
|
)
|
|
(3,484
|
)
|
||
Equity in income of unconsolidated joint ventures
|
(16,872
|
)
|
|
(15,843
|
)
|
||
Distributions of income from unconsolidated joint ventures
|
155
|
|
|
—
|
|
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Change in fair value of financing arrangement obligation
|
4,382
|
|
|
—
|
|
||
Co-venture expense
|
—
|
|
|
3,877
|
|
||
Changes in assets and liabilities, net of acquisitions and dispositions:
|
|
|
|
||||
Tenant and other receivables
|
11,699
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|
|
8,757
|
|
||
Other assets
|
11,473
|
|
|
12,618
|
|
||
Due from affiliates
|
(2,512
|
)
|
|
(12,015
|
)
|
||
Accounts payable and accrued expenses
|
13,239
|
|
|
4,285
|
|
||
Other accrued liabilities
|
(17,893
|
)
|
|
(17,792
|
)
|
||
Net cash provided by operating activities
|
94,968
|
|
|
102,704
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Development, redevelopment, expansion and renovation of properties
|
(49,242
|
)
|
|
(33,013
|
)
|
||
Property improvements
|
(4,968
|
)
|
|
(4,350
|
)
|
||
Proceeds from repayment of notes receivable
|
202
|
|
|
212
|
|
||
Deferred leasing costs
|
(13,384
|
)
|
|
(11,267
|
)
|
||
Distributions from unconsolidated joint ventures
|
418,333
|
|
|
114,528
|
|
||
Contributions to unconsolidated joint ventures
|
(40,990
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)
|
|
(26,593
|
)
|
||
Proceeds from sale of assets
|
1,450
|
|
|
167,649
|
|
||
Net cash provided by investing activities
|
311,401
|
|
|
207,166
|
|
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|
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|
|
THE MACERICH COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
(Dollars in thousands)
(Unaudited)
|
|||||||
|
For the Three Months Ended March 31,
|
||||||
|
2018
|
|
2017
|
||||
Cash flows from financing activities:
|
|
|
|
||||
Proceeds from mortgages, bank and other notes payable
|
120,000
|
|
|
200,000
|
|
||
Payments on mortgages, bank and other notes payable
|
(387,643
|
)
|
|
(263,927
|
)
|
||
Deferred financing costs
|
(132
|
)
|
|
(142
|
)
|
||
Stock repurchases
|
—
|
|
|
(132,550
|
)
|
||
Redemption of noncontrolling interests
|
(65
|
)
|
|
(15
|
)
|
||
Dividends and distributions
|
(113,782
|
)
|
|
(110,621
|
)
|
||
Distributions to co-venture partner
|
—
|
|
|
(4,302
|
)
|
||
Net cash used in financing activities
|
(381,622
|
)
|
|
(311,557
|
)
|
||
Net increase (decrease) in cash and cash equivalents
|
24,747
|
|
|
(1,687
|
)
|
||
Cash, cash equivalents and restricted cash, beginning of period
|
143,105
|
|
|
143,997
|
|
||
Cash, cash equivalents and restricted cash, end of period
|
$
|
167,852
|
|
|
$
|
142,310
|
|
Supplemental cash flow information:
|
|
|
|
||||
Cash payments for interest, net of amounts capitalized
|
$
|
46,418
|
|
|
$
|
40,462
|
|
Non-cash investing and financing transactions:
|
|
|
|
||||
Accrued development costs included in accounts payable and accrued expenses and other accrued liabilities
|
$
|
36,286
|
|
|
$
|
24,712
|
|
Accrued stock repurchase costs
|
$
|
—
|
|
|
$
|
8,552
|
|
Conversion of Operating Partnership Units to common stock
|
$
|
—
|
|
|
$
|
638
|
|
|
March 31,
2018 |
|
December 31,
2017 |
||||
Assets:
|
|
|
|
||||
Property, net
|
$
|
288,521
|
|
|
$
|
288,881
|
|
Other assets
|
59,321
|
|
|
60,586
|
|
||
Total assets
|
$
|
347,842
|
|
|
$
|
349,467
|
|
Liabilities:
|
|
|
|
||||
Mortgage notes payable
|
$
|
128,449
|
|
|
$
|
129,436
|
|
Other liabilities
|
74,841
|
|
|
72,705
|
|
||
Total liabilities
|
$
|
203,290
|
|
|
$
|
202,141
|
|
|
For the Three Months Ended March 31,
|
||||||
|
2018
|
|
2017
|
||||
Beginning of period
|
|
|
|
||||
Cash and cash equivalents
|
$
|
91,038
|
|
|
$
|
94,046
|
|
Restricted cash
|
52,067
|
|
|
49,951
|
|
||
Cash, cash equivalents and restricted cash
|
$
|
143,105
|
|
|
$
|
143,997
|
|
End of period
|
|
|
|
||||
Cash and cash equivalents
|
$
|
118,175
|
|
|
$
|
92,296
|
|
Restricted cash
|
49,677
|
|
|
50,014
|
|
||
Cash, cash equivalents and restricted cash
|
$
|
167,852
|
|
|
$
|
142,310
|
|
|
|
For the Three Months Ended March 31,
|
||||||
|
|
2018
|
|
2017
|
||||
Numerator
|
|
|
|
|
||||
Net (loss) income
|
|
$
|
(34,381
|
)
|
|
$
|
74,809
|
|
Less net (loss) income attributable to noncontrolling interests
|
|
(808
|
)
|
|
5,566
|
|
||
Net (loss) income attributable to the Company
|
|
(33,573
|
)
|
|
69,243
|
|
||
Allocation of earnings to participating securities
|
|
(244
|
)
|
|
(184
|
)
|
||
Numerator for basic and diluted EPS—net income attributable to common stockholders
|
|
$
|
(33,817
|
)
|
|
$
|
69,059
|
|
Denominator
|
|
|
|
|
||||
Denominator for basic EPS—weighted average number of common shares outstanding
|
|
141,024
|
|
|
143,596
|
|
||
Effect of dilutive securities(1):
|
|
|
|
|
||||
Share and unit-based compensation plans
|
|
26
|
|
|
59
|
|
||
Denominator for diluted EPS—weighted average number of common shares outstanding
|
|
141,050
|
|
|
143,655
|
|
||
EPS—net (loss) income attributable to common stockholders:
|
|
|
|
|
||||
Basic
|
|
$
|
(0.24
|
)
|
|
$
|
0.48
|
|
Diluted
|
|
$
|
(0.24
|
)
|
|
$
|
0.48
|
|
|
|
|
(1)
|
Diluted EPS excludes
90,619
convertible preferred partnership units for the
three months ended
March 31, 2018
and
2017
as their impact was antidilutive. Diluted EPS excludes
10,291,217
and
10,591,428
Operating Partnership units ("OP Units") for the
three months ended
March 31, 2018
and
2017
, respectively, as their impact was antidilutive.
|
|
March 31,
2018 |
|
December 31,
2017 |
||||
Assets(1):
|
|
|
|
||||
Property, net
|
$
|
8,994,424
|
|
|
$
|
9,052,105
|
|
Other assets
|
602,553
|
|
|
635,838
|
|
||
Total assets
|
$
|
9,596,977
|
|
|
$
|
9,687,943
|
|
Liabilities and partners' capital(1):
|
|
|
|
||||
Mortgage and other notes payable(2)
|
$
|
5,979,160
|
|
|
$
|
5,296,594
|
|
Other liabilities
|
388,245
|
|
|
405,052
|
|
||
Company's capital
|
1,822,298
|
|
|
2,188,057
|
|
||
Outside partners' capital
|
1,407,274
|
|
|
1,798,240
|
|
||
Total liabilities and partners' capital
|
$
|
9,596,977
|
|
|
$
|
9,687,943
|
|
Investments in unconsolidated joint ventures:
|
|
|
|
||||
Company's capital
|
$
|
1,822,298
|
|
|
$
|
2,188,057
|
|
Basis adjustment(3)
|
(555,691
|
)
|
|
(562,021
|
)
|
||
|
$
|
1,266,607
|
|
|
$
|
1,626,036
|
|
|
|
|
|
||||
Assets—Investments in unconsolidated joint ventures
|
$
|
1,360,486
|
|
|
$
|
1,709,522
|
|
Liabilities—Distributions in excess of investments in unconsolidated joint ventures
|
(93,879
|
)
|
|
(83,486
|
)
|
||
|
$
|
1,266,607
|
|
|
$
|
1,626,036
|
|
|
|
|
(1)
|
These amounts include the assets of
$3,068,722
and
$3,106,105
of
Pacific Premier Retail LLC
(the "
PPR Portfolio
") as of
March 31, 2018
and
December 31, 2017
, respectively, and liabilities of
$1,864,302
and
$1,872,227
of the
PPR Portfolio
as of
March 31, 2018
and
December 31, 2017
, respectively.
|
(2)
|
Included in mortgage and other notes payable are amounts due to an affiliate of Northwestern Mutual Life ("NML") of
$704,402
and
$482,332
as of
March 31, 2018
and
December 31, 2017
, respectively. NML is considered a related party because it is a joint venture partner with the Company in Macerich Northwestern Associates—Broadway Plaza. Interest expense on these borrowings was
$4,958
and
$3,160
for the
three months ended
March 31, 2018
and
2017
, respectively.
|
(3)
|
The Company amortizes the difference between the cost of its investments in unconsolidated joint ventures and the book value of the underlying equity into income on a straight-line basis consistent with the lives of the underlying assets. The amortization of this difference was
$4,103
and
$4,027
for the
three months ended
March 31, 2018
and
2017
, respectively.
|
|
PPR Portfolio
|
|
|
Other
Joint
Ventures
|
|
Total
|
||||||
Three Months Ended March 31, 2018
|
|
|
|
|
|
|
||||||
Revenues:
|
|
|
|
|
|
|
||||||
Minimum rents
|
$
|
32,739
|
|
|
|
$
|
127,708
|
|
|
$
|
160,447
|
|
Percentage rents
|
432
|
|
|
|
1,811
|
|
|
2,243
|
|
|||
Tenant recoveries
|
11,400
|
|
|
|
48,104
|
|
|
59,504
|
|
|||
Other
|
1,017
|
|
|
|
11,091
|
|
|
12,108
|
|
|||
Total revenues
|
45,588
|
|
|
|
188,714
|
|
|
234,302
|
|
|||
Expenses:
|
|
|
|
|
|
|
||||||
Shopping center and operating expenses
|
9,681
|
|
|
|
61,321
|
|
|
71,002
|
|
|||
Interest expense
|
16,726
|
|
|
|
33,032
|
|
|
49,758
|
|
|||
Depreciation and amortization
|
24,484
|
|
|
|
62,412
|
|
|
86,896
|
|
|||
Total operating expenses
|
50,891
|
|
|
|
156,765
|
|
|
207,656
|
|
|||
Gain on sale or write down of assets, net
|
—
|
|
|
|
970
|
|
|
970
|
|
|||
Net (loss) income
|
$
|
(5,303
|
)
|
|
|
$
|
32,919
|
|
|
$
|
27,616
|
|
Company's equity in net (loss) income
|
$
|
(616
|
)
|
|
|
$
|
17,488
|
|
|
$
|
16,872
|
|
Three Months Ended March 31, 2017
|
|
|
|
|
|
|
||||||
Revenues:
|
|
|
|
|
|
|
||||||
Minimum rents
|
$
|
33,536
|
|
|
|
$
|
123,503
|
|
|
$
|
157,039
|
|
Percentage rents
|
730
|
|
|
|
1,738
|
|
|
2,468
|
|
|||
Tenant recoveries
|
11,439
|
|
|
|
47,915
|
|
|
59,354
|
|
|||
Other
|
1,026
|
|
|
|
11,511
|
|
|
12,537
|
|
|||
Total revenues
|
46,731
|
|
|
|
184,667
|
|
|
231,398
|
|
|||
Expenses:
|
|
|
|
|
|
|
||||||
Shopping center and operating expenses
|
9,760
|
|
|
|
62,195
|
|
|
71,955
|
|
|||
Interest expense
|
16,726
|
|
|
|
32,279
|
|
|
49,005
|
|
|||
Depreciation and amortization
|
26,275
|
|
|
|
62,879
|
|
|
89,154
|
|
|||
Total operating expenses
|
52,761
|
|
|
|
157,353
|
|
|
210,114
|
|
|||
(Loss) gain on sale or write down of assets, net
|
(35
|
)
|
|
|
4,581
|
|
|
4,546
|
|
|||
Net (loss) income
|
$
|
(6,065
|
)
|
|
|
$
|
31,895
|
|
|
$
|
25,830
|
|
Company's equity in net (loss) income
|
$
|
(962
|
)
|
|
|
$
|
16,805
|
|
|
$
|
15,843
|
|
Property
|
|
Notional Amount
|
|
Product
|
|
LIBOR Rate
|
|
Maturity
|
|
Fair Value
|
|||||
Santa Monica Place
|
|
$
|
300,000
|
|
|
Cap
|
|
4.00
|
%
|
|
12/9/2019
|
|
$
|
65
|
|
|
March 31,
2018 |
|
December 31,
2017 |
||||
Land
|
$
|
1,527,460
|
|
|
$
|
1,567,152
|
|
Buildings and improvements
|
6,164,004
|
|
|
6,385,035
|
|
||
Tenant improvements
|
616,955
|
|
|
620,352
|
|
||
Equipment and furnishings
|
183,434
|
|
|
187,998
|
|
||
Construction in progress
|
391,222
|
|
|
366,996
|
|
||
|
8,883,075
|
|
|
9,127,533
|
|
||
Less accumulated depreciation
|
(1,974,659
|
)
|
|
(2,018,303
|
)
|
||
|
$
|
6,908,416
|
|
|
$
|
7,109,230
|
|
|
|
Total Fair Value Measurement
|
|
Quoted Prices in Active Markets for Identical Assets
|
|
Significant Other Unobservable Inputs
|
|
Significant Unobservable Inputs
|
||||||||
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
||||||||||
2018
|
|
$
|
49,000
|
|
|
$
|
—
|
|
|
$
|
49,000
|
|
|
$
|
—
|
|
|
March 31,
2018 |
|
December 31,
2017 |
||||
Leasing
|
$
|
213,550
|
|
|
$
|
232,819
|
|
Intangible assets:
|
|
|
|
||||
In-place lease values
|
99,339
|
|
|
108,432
|
|
||
Leasing commissions and legal costs
|
24,830
|
|
|
25,958
|
|
||
Above-market leases
|
152,270
|
|
|
164,040
|
|
||
Deferred tax assets
|
31,517
|
|
|
29,006
|
|
||
Deferred compensation plan assets
|
51,983
|
|
|
52,221
|
|
||
Distributions in excess of co-venture obligation(1)
|
—
|
|
|
31,150
|
|
||
Other assets
|
56,313
|
|
|
66,990
|
|
||
|
629,802
|
|
|
710,616
|
|
||
Less accumulated amortization(2)
|
(230,649
|
)
|
|
(261,426
|
)
|
||
|
$
|
399,153
|
|
|
$
|
449,190
|
|
|
|
|
(1)
|
See Note
11
—
Financing Arrangement
.
|
(2)
|
Accumulated amortization includes
$68,181
and
$74,507
relating to in-place lease values, leasing commissions and legal costs at
March 31, 2018
and
December 31, 2017
, respectively. Amortization expense of in-place lease values, leasing commissions and legal costs was
$3,835
and
$6,004
for the
three months ended
March 31, 2018
and
2017
, respectively.
|
|
March 31,
2018 |
|
December 31,
2017 |
||||
Above-Market Leases
|
|
|
|
||||
Original allocated value
|
$
|
152,270
|
|
|
$
|
164,040
|
|
Less accumulated amortization
|
(52,021
|
)
|
|
(60,210
|
)
|
||
|
$
|
100,249
|
|
|
$
|
103,830
|
|
Below-Market Leases(1)
|
|
|
|
||||
Original allocated value
|
$
|
118,089
|
|
|
$
|
120,573
|
|
Less accumulated amortization
|
(56,029
|
)
|
|
(55,489
|
)
|
||
|
$
|
62,060
|
|
|
$
|
65,084
|
|
|
|
|
(1)
|
Below-market leases are included in other accrued liabilities.
|
|
|
Carrying Amount of Mortgage Notes(1)
|
|
|
|
|
|
|
|||||||||||||||||
|
|
March 31, 2018
|
|
December 31, 2017
|
|
|
|
|
|
|
|||||||||||||||
Property Pledged as Collateral
|
|
Related Party
|
|
Other
|
|
Related Party
|
|
Other
|
|
Effective Interest
Rate(2)
|
|
Monthly
Debt
Service(3)
|
|
Maturity
Date(4)
|
|||||||||||
Chandler Fashion Center(5)
|
|
$
|
—
|
|
|
$
|
199,920
|
|
|
$
|
—
|
|
|
$
|
199,904
|
|
|
3.77
|
%
|
|
$
|
625
|
|
|
2019
|
Danbury Fair Mall
|
|
103,737
|
|
|
103,736
|
|
|
104,599
|
|
|
104,598
|
|
|
5.53
|
%
|
|
1,538
|
|
|
2020
|
|||||
Fashion Outlets of Chicago(6)
|
|
—
|
|
|
199,379
|
|
|
—
|
|
|
199,298
|
|
|
3.32
|
%
|
|
527
|
|
|
2020
|
|||||
Fashion Outlets of Niagara Falls USA
|
|
—
|
|
|
111,981
|
|
|
—
|
|
|
112,770
|
|
|
4.89
|
%
|
|
727
|
|
|
2020
|
|||||
Freehold Raceway Mall(5)
|
|
—
|
|
|
398,088
|
|
|
—
|
|
|
398,050
|
|
|
3.94
|
%
|
|
1,300
|
|
|
2029
|
|||||
Fresno Fashion Fair
|
|
—
|
|
|
323,311
|
|
|
—
|
|
|
323,261
|
|
|
3.67
|
%
|
|
971
|
|
|
2026
|
|||||
Green Acres Commons(7)
|
|
—
|
|
|
127,105
|
|
|
—
|
|
|
107,219
|
|
|
4.38
|
%
|
|
413
|
|
|
2021
|
|||||
Green Acres Mall
|
|
—
|
|
|
289,684
|
|
|
—
|
|
|
291,366
|
|
|
3.61
|
%
|
|
1,447
|
|
|
2021
|
|||||
Kings Plaza Shopping Center
|
|
—
|
|
|
444,688
|
|
|
—
|
|
|
447,231
|
|
|
3.67
|
%
|
|
2,229
|
|
|
2019
|
|||||
Oaks, The
|
|
—
|
|
|
195,576
|
|
|
—
|
|
|
196,732
|
|
|
4.14
|
%
|
|
1,064
|
|
|
2022
|
|||||
Pacific View
|
|
—
|
|
|
123,650
|
|
|
—
|
|
|
124,397
|
|
|
4.08
|
%
|
|
668
|
|
|
2022
|
|||||
Queens Center
|
|
—
|
|
|
600,000
|
|
|
—
|
|
|
600,000
|
|
|
3.49
|
%
|
|
1,744
|
|
|
2025
|
|||||
Santa Monica Place(8)
|
|
—
|
|
|
296,550
|
|
|
—
|
|
|
296,366
|
|
|
3.38
|
%
|
|
771
|
|
|
2022
|
|||||
SanTan Village Regional Center
|
|
—
|
|
|
123,919
|
|
|
—
|
|
|
124,703
|
|
|
3.14
|
%
|
|
589
|
|
|
2019
|
|||||
Towne Mall
|
|
—
|
|
|
21,053
|
|
|
—
|
|
|
21,161
|
|
|
4.48
|
%
|
|
117
|
|
|
2022
|
|||||
Tucson La Encantada
|
|
66,574
|
|
|
—
|
|
|
66,970
|
|
|
—
|
|
|
4.23
|
%
|
|
368
|
|
|
2022
|
|||||
Victor Valley, Mall of
|
|
—
|
|
|
114,631
|
|
|
—
|
|
|
114,617
|
|
|
4.00
|
%
|
|
380
|
|
|
2024
|
|||||
Vintage Faire Mall
|
|
—
|
|
|
262,403
|
|
|
—
|
|
|
263,818
|
|
|
3.55
|
%
|
|
1,256
|
|
|
2026
|
|||||
Westside Pavilion(9)
|
|
—
|
|
|
140,262
|
|
|
—
|
|
|
141,020
|
|
|
4.49
|
%
|
|
783
|
|
|
2022
|
|||||
|
|
$
|
170,311
|
|
|
$
|
4,075,936
|
|
|
$
|
171,569
|
|
|
$
|
4,066,511
|
|
|
|
|
|
|
|
|
|
(1)
|
The mortgage notes payable balances include the unamortized debt premiums. Debt premiums represent the excess of the fair value of debt over the principal value of debt assumed in various acquisitions and are amortized into interest expense over the remaining term of the related debt in a manner that approximates the effective interest method. The loan on
Fashion Outlets of Niagara Falls USA
had a premium of
$2,398
and
$2,630
at
March 31, 2018
and
December 31, 2017
, respectively.
|
(2)
|
The interest rate disclosed represents the effective interest rate, including the debt premiums and deferred finance costs.
|
(3)
|
The monthly debt service represents the payment of principal and interest.
|
(4)
|
The maturity date assumes that all extension options are fully exercised and that the Company does not opt to refinance the debt prior to these dates. These extension options are at the Company's discretion, subject to certain conditions, which the Company believes will be met.
|
(5)
|
A
49.9%
interest in the loan has been assumed by a third party in connection with the Company's joint venture in
Chandler Freehold
(See Note
11
—
Financing Arrangement
).
|
(6)
|
The loan bears interest at LIBOR plus
1.50%
. At
March 31, 2018
and
December 31, 2017
, the total interest rate was
3.32%
and
3.02%
, respectively.
|
(7)
|
On
March 1, 2018
, the Company borrowed the remaining
$20,000
available under the loan agreement on the property. The loan bears interest at LIBOR plus
2.15%
. At
March 31, 2018
and
December 31, 2017
, the total interest rate was
4.38%
and
4.07%
, respectively.
|
(8)
|
The loan bears interest at
LIBOR
plus
1.35%
. At
March 31, 2018
and
December 31, 2017
, the total interest rate was
3.38%
and
3.13%
, respectively.
|
(9)
|
On
March 1, 2018
, the Company entered into an agreement to contribute the underlying property into an unconsolidated joint venture (See Note
14
—
Collaborative Arrangement
).
|
|
|
For the Three Months Ended March 31,
|
||||||
|
|
2018
|
|
2017
|
||||
Management fees
|
|
$
|
4,679
|
|
|
$
|
4,480
|
|
Development and leasing fees
|
|
3,604
|
|
|
5,270
|
|
||
|
|
$
|
8,283
|
|
|
$
|
9,750
|
|
Grant Date
|
|
Units
|
|
Type
|
|
Fair Value per LTIP Unit
|
|
Vest Date
|
|||
1/1/2018
|
|
65,466
|
|
|
Service-based
|
|
$
|
65.68
|
|
|
12/31/2020
|
1/1/2018
|
|
291,326
|
|
|
Market-indexed
|
|
$
|
44.28
|
|
|
12/31/2020
|
1/29/2018
|
|
13,632
|
|
|
Service-based
|
|
$
|
66.02
|
|
|
2/1/2022
|
1/29/2018
|
|
1,893
|
|
|
Service-based
|
|
$
|
66.02
|
|
|
12/31/2020
|
1/29/2018
|
|
7,775
|
|
|
Market-indexed
|
|
$
|
48.23
|
|
|
12/31/2020
|
3/2/2018
|
|
99,407
|
|
|
Service-based
|
|
$
|
59.04
|
|
|
3/2/2018
|
|
|
479,499
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended March 31,
|
||||||
|
|
2018
|
|
2017
|
||||
LTIP Units
|
|
$
|
10,108
|
|
|
$
|
14,381
|
|
Stock units
|
|
3,230
|
|
|
2,612
|
|
||
Stock options
|
|
31
|
|
|
4
|
|
||
Phantom stock units
|
|
243
|
|
|
177
|
|
||
|
|
$
|
13,612
|
|
|
$
|
17,174
|
|
|
LTIP Units
|
|
Phantom Stock Units
|
|
Stock Units
|
|||||||||||||||
|
Units
|
|
Value(1)
|
|
Units
|
|
Value(1)
|
|
Units
|
|
Value(1)
|
|||||||||
Balance at January 1, 2018
|
636,632
|
|
|
$
|
52.36
|
|
|
4,054
|
|
|
$
|
79.82
|
|
|
151,355
|
|
|
$
|
73.32
|
|
Granted
|
479,499
|
|
|
51.03
|
|
|
4,366
|
|
|
63.03
|
|
|
82,782
|
|
|
59.00
|
|
|||
Vested
|
(99,407
|
)
|
|
59.04
|
|
|
(3,639
|
)
|
|
70.71
|
|
|
(102,596
|
)
|
|
73.42
|
|
|||
Forfeited
|
—
|
|
|
—
|
|
|
(790
|
)
|
|
80.20
|
|
|
—
|
|
|
—
|
|
|||
Balance at March 31, 2018
|
1,016,724
|
|
|
$
|
51.08
|
|
|
3,991
|
|
|
$
|
69.67
|
|
|
131,541
|
|
|
$
|
64.24
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
(1) Value represents the weighted average grant date fair value.
|
|
|
For the Three Months Ended March 31,
|
||||||
|
|
2018
|
|
2017
|
||||
Current
|
|
$
|
439
|
|
|
$
|
—
|
|
Deferred
|
|
2,510
|
|
|
3,484
|
|
||
Total income tax benefit
|
|
$
|
2,949
|
|
|
$
|
3,484
|
|
Item 2.
|
Management's Discussion and Analysis of Financial Condition and Results of Operations
|
•
|
expectations regarding the Company's growth;
|
•
|
the Company's beliefs regarding its acquisition, redevelopment, development, leasing and operational activities and opportunities, including the performance of its retailers;
|
•
|
the Company's acquisition, disposition and other strategies;
|
•
|
regulatory matters pertaining to compliance with governmental regulations;
|
•
|
the Company's capital expenditure plans and expectations for obtaining capital for expenditures;
|
•
|
the Company's expectations regarding income tax benefits;
|
•
|
the Company's expectations regarding its financial condition or results of operations; and
|
•
|
the Company's expectations for refinancing its indebtedness, entering into and servicing debt obligations and entering into joint venture arrangements.
|
Buildings and improvements
|
5 - 40 years
|
Tenant improvements
|
5 - 7 years
|
Equipment and furnishings
|
5 - 7 years
|
Deferred lease costs
|
1 - 15 years
|
Deferred financing costs
|
1 - 15 years
|
|
For the Three Months Ended March 31,
|
||||||
(Dollars in thousands)
|
2018
|
|
2017
|
||||
Consolidated Centers:
|
|
|
|
||||
Acquisitions of property and equipment
|
$
|
4,826
|
|
|
$
|
4,350
|
|
Development, redevelopment, expansion and renovation of Centers
|
37,659
|
|
|
18,471
|
|
||
Tenant allowances
|
2,089
|
|
|
1,515
|
|
||
Deferred leasing charges
|
5,041
|
|
|
5,030
|
|
||
|
$
|
49,615
|
|
|
$
|
29,366
|
|
Joint Venture Centers:
|
|
|
|
||||
Acquisitions of property and equipment
|
$
|
1,910
|
|
|
$
|
562
|
|
Development, redevelopment, expansion and renovation of Centers
|
25,877
|
|
|
29,880
|
|
||
Tenant allowances
|
904
|
|
|
912
|
|
||
Deferred leasing charges
|
2,827
|
|
|
2,126
|
|
||
|
$
|
31,518
|
|
|
$
|
33,480
|
|
|
Payment Due by Period
|
||||||||||||||||||
Contractual Obligations
|
Total
|
|
Less than
1 year
|
|
1 - 3
years
|
|
3 - 5
years
|
|
More than
five years
|
||||||||||
Long-term debt obligations (includes expected interest payments)(1)
|
$
|
5,675,826
|
|
|
$
|
213,286
|
|
|
$
|
1,983,128
|
|
|
$
|
1,664,281
|
|
|
$
|
1,815,131
|
|
Operating lease obligations(2)
|
254,157
|
|
|
10,265
|
|
|
18,774
|
|
|
18,067
|
|
|
207,051
|
|
|||||
Purchase obligations(2)
|
31,916
|
|
|
31,916
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Other long-term liabilities
|
290,817
|
|
|
203,394
|
|
|
17,603
|
|
|
19,688
|
|
|
50,132
|
|
|||||
|
$
|
6,252,716
|
|
|
$
|
458,861
|
|
|
$
|
2,019,505
|
|
|
$
|
1,702,036
|
|
|
$
|
2,072,314
|
|
(1)
|
Interest payments on floating rate debt were based on rates in effect at
March 31, 2018
.
|
(2)
|
See Note
16
—
Commitments and Contingencies
in the Company's Notes to Consolidated Financial Statements.
|
|
|
|
For the Three Months Ended March 31,
|
||||||
|
|
|
2018
|
|
2017
|
||||
Net (loss) income attributable to the Company
|
|
|
$
|
(33,573
|
)
|
|
$
|
69,243
|
|
Adjustments to reconcile net income attributable to the Company to FFO attributable to common stockholders and unit holders—basic and diluted:
|
|
|
|
|
|
||||
Noncontrolling interests in the Operating Partnership
|
|
|
(2,450
|
)
|
|
5,108
|
|
||
Loss (gain) on sale or write down of assets, net—consolidated assets
|
|
|
37,512
|
|
|
(49,565
|
)
|
||
Add: noncontrolling interests share of gain on sale or write down of assets—consolidated assets
|
|
|
590
|
|
|
—
|
|
||
Add: gain on sale of undepreciated assets—consolidated assets
|
|
|
807
|
|
|
—
|
|
||
Less: loss on write-down of non-real estate assets—consolidated assets
|
|
|
—
|
|
|
(10,138
|
)
|
||
Loss (gain) on sale or write down of assets— unconsolidated joint ventures, net(1)
|
|
|
157
|
|
|
(2,269
|
)
|
||
Add: (loss) gain on sale of undepreciated assets—unconsolidated joint ventures(1)
|
|
|
(2,085
|
)
|
|
660
|
|
||
Depreciation and amortization—consolidated assets
|
|
|
79,937
|
|
|
83,073
|
|
||
Less: noncontrolling interests in depreciation and amortization—consolidated assets
|
|
|
(3,641
|
)
|
|
(3,893
|
)
|
||
Depreciation and amortization—unconsolidated joint ventures(1)
|
|
|
43,584
|
|
|
44,765
|
|
||
Less: depreciation on personal property
|
|
|
(3,345
|
)
|
|
(3,381
|
)
|
||
Financing expense in connection with the adoption of ASC 606 (Chandler Freehold)
|
|
|
6,020
|
|
|
—
|
|
||
FFO attributable to common stockholders and unit holders—basic and diluted
|
|
|
$
|
123,513
|
|
|
$
|
133,603
|
|
Weighted average number of FFO shares outstanding for:
|
|
|
|
|
|
||||
FFO attributable to common stockholders and unit holders—basic (2)
|
|
|
151,316
|
|
|
154,187
|
|
||
Adjustments for impact of dilutive securities in computing FFO-diluted:
|
|
|
|
|
|
||||
Share and unit based compensation plans
|
|
|
26
|
|
|
59
|
|
||
FFO attributable to common stockholders and unit holders—diluted (3)
|
|
|
151,342
|
|
|
154,246
|
|
|
|
|
(1)
|
Unconsolidated joint ventures are presented at the Company's pro rata share.
|
(2)
|
Calculated based upon basic net income as adjusted to reach basic FFO. Includes
10.3 million
and
10.6 million
OP Units for the
three months ended
March 31, 2018
and
2017
, respectively.
|
(3)
|
The computation of FFO—diluted shares outstanding includes the effect of share and unit-based compensation plans using the treasury stock method. It also assumes the conversion of MACWH, LP common and preferred units to the extent that they are dilutive to the FFO—diluted computation.
|
Item 3.
|
Quantitative and Qualitative Disclosures About Market Risk
|
Item 4.
|
Controls and Procedures
|
Period
|
|
Total Number of Shares Purchased
|
|
|
Average Price Paid per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
|
|
Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs (1)
|
|
||||||
January 1, 2018 to January 31, 2018
|
|
—
|
|
|
|
$
|
—
|
|
|
—
|
|
|
|
$
|
278,707,048
|
|
|
February 1, 2018 to February 28, 2018
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
|
$
|
278,707,048
|
|
|
|
March 1, 2018 to March 31, 2018
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
|
$
|
278,707,048
|
|
|
|
|
|
—
|
|
|
|
$
|
—
|
|
|
—
|
|
|
|
|
|
(1)
|
On February 12, 2017, the Company's Board of Directors authorized the repurchase of up to $500.0 million of the Company's outstanding common shares from time to time as market conditions warrant.
|
Exhibit
Number
|
|
Description
|
|
||
3.1
|
|
Articles of Amendment and Restatement of the Company (incorporated by reference as an exhibit to the Company's Registration Statement on Form S-11, as amended (No. 33-68964)) (Filed in paper - hyperlink is not required pursuant to Rule 105 of Regulation S-T).
|
3.1.1
|
|
Articles Supplementary of the Company (incorporated by reference as an exhibit to the Company's Current Report on Form 8-K, event date May 30, 1995) (Filed in paper - hyperlink is not required pursuant to Rule 105 of Regulation S-T).
|
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
101.INS
|
|
XBRL Instance Document
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
THE MACERICH COMPANY
|
|
|
|
|
By:
|
/s/ THOMAS E. O'HERN
|
|
|
|
|
Thomas E. O'Hern
|
|
|
|
|
Senior Executive Vice President and Chief Financial Officer
|
Date:
|
May 7, 2018
|
|
(Principal Financial Officer)
|
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