UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2007

Commission File No. 1-12504

THE MACERICH COMPANY

(Exact name of registrant as specified in its charter)

MARYLAND

 

95-4448705

(State or other jurisdiction of incorporation
or organization)

 

(I.R.S. Employer Identification Number)

 

401 Wilshire Boulevard, Suite 700, Santa Monica, California 90401

(Address of principal executive office, including zip code)

(310) 394-6000

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

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 twelve (12) months (or such shorter period that the Registrant was required to file such report) and (2) has been subject to such filing requirements for the past ninety (90) days.

YES  x    NO  o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act.

Large accelerated filer x

 

Accelerated filer o

 

Non-accelerated filer o

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

YES  o    NO  x

Number of shares outstanding of the registrant’s common stock, as of November 1, 2007 Common Stock, par value $.01 per share: 72,518,069 shares

 




THE MACERICH COMPANY

FORM 10-Q

INDEX

 

 

Page

Part I

 

Financial Information

 

 

 

 

Item 1.

 

Financial Statements

 

 

 

 

 

 

Consolidated Balance Sheets of the Company as of September 30, 2007 and December 31, 2006

 

3

 

 

 

 

Consolidated Statements of Operations of the Company for the three and nine months ended September 30, 2007 and 2006

 

4

 

 

 

 

Consolidated Statement of Common Stockholders’ Equity of the Company for the nine months ended September 30, 2007

 

5

 

 

 

 

Consolidated Statements of Cash Flows of the Company for the nine months ended September 30, 2007 and 2006

 

6

 

 

 

 

Notes to Consolidated Financial Statements

 

7

 

 

Item 2.

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

32

 

 

Item 3.

 

Quantitative and Qualitative Disclosures About Market Risk

 

46

 

 

Item 4.

 

Controls and Procedures

 

47

 

 

Item 4T.

 

Controls and Procedures

 

48

 

 

Part II

 

Other Information

 

49

 

 

Item 1.

 

Legal Proceedings

 

49

 

 

Item 1A.

 

Risk Factors

 

49

 

 

Item 2.

 

Unregistered Sales of Equity Securities and Use of Proceeds

 

49

 

 

Item 3.

 

Defaults Upon Senior Securities

 

49

 

 

Item 4.

 

Submission of Matters to a Vote of Security Holders

 

49

 

 

Item 5.

 

Other Information

 

49

 

 

Item 6.

 

Exhibits

 

49

 

 

Signature

 

51

 

 

 

2




THE MACERICH COMPANY

CONSOLIDATED BALANCE SHEETS

(Dollars in thousands, except share amounts)

 

 

September 30,

 

December 31,

 

 

 

2007

 

2006

 

 

 

(Unaudited)

 

 

 

ASSETS:

 

 

 

 

 

 

 

 

 

Property, net

 

 

$

6,045,958

 

 

 

$

5,755,283

 

 

Cash and cash equivalents

 

 

42,850

 

 

 

269,435

 

 

Restricted cash

 

 

69,209

 

 

 

66,376

 

 

Marketable securities

 

 

29,368

 

 

 

30,019

 

 

Tenant receivables, net

 

 

127,868

 

 

 

117,855

 

 

Deferred charges and other assets, net

 

 

323,233

 

 

 

307,825

 

 

Loans to unconsolidated joint ventures

 

 

488

 

 

 

708

 

 

Due from affiliates

 

 

2,263

 

 

 

4,282

 

 

Investments in unconsolidated joint ventures

 

 

818,723

 

 

 

1,010,380

 

 

Total assets

 

 

$

7,459,960

 

 

 

$

7,562,163

 

 

LIABILITIES, PREFERRED STOCK AND COMMON STOCKHOLDERS’ EQUITY:

 

 

 

 

 

 

 

 

 

Mortgage notes payable:

 

 

 

 

 

 

 

 

 

Related parties

 

 

$

226,745

 

 

 

$

151,311

 

 

Others

 

 

3,073,368

 

 

 

3,179,787

 

 

Total

 

 

3,300,113

 

 

 

3,331,098

 

 

Bank and other notes payable

 

 

1,824,366

 

 

 

1,662,781

 

 

Accounts payable and accrued expenses

 

 

92,523

 

 

 

86,127

 

 

Other accrued liabilities

 

 

250,464

 

 

 

212,249

 

 

Preferred stock dividends payable

 

 

6,804

 

 

 

6,199

 

 

Total liabilities

 

 

5,474,270

 

 

 

5,298,454

 

 

Minority interest

 

 

330,573

 

 

 

387,183

 

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

Class A participating convertible preferred units

 

 

213,786

 

 

 

213,786

 

 

Class A non-participating convertible preferred units

 

 

16,459

 

 

 

21,501

 

 

Series A cumulative convertible redeemable preferred stock, $.01 par value, 3,627,131 shares authorized, issued and outstanding at September 30, 2007 and December 31, 2006, respectively

 

 

98,934

 

 

 

98,934

 

 

Common stockholders’ equity:

 

 

 

 

 

 

 

 

 

Common stock, $.01 par value, 145,000,000 shares authorized, 71,712,556 and 71,567,908 shares issued and outstanding at September 30, 2007 and December 31, 2006, respectively

 

 

716

 

 

 

716

 

 

Additional paid-in capital

 

 

1,630,093

 

 

 

1,717,498

 

 

Accumulated deficit

 

 

(298,095

)

 

 

(178,249

)

 

Accumulated other comprehensive (loss) income

 

 

(6,776

)

 

 

2,340

 

 

Total common stockholders’ equity

 

 

1,325,938

 

 

 

1,542,305

 

 

Total liabilities, preferred stock and common stockholders’ equity

 

 

$

7,459,960

 

 

 

$

7,562,163

 

 

 

The accompanying notes are an integral part of these consolidated financial statements.

3




THE MACERICH COMPANY
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands, except per share amounts)
(Unaudited)

 

 

For the Three Months

 

For the Nine Months

 

 

 

Ended September 30,

 

Ended September 30,

 

 

 

2007

 

2006

 

2007

 

2006

 

Revenues:

 

 

 

 

 

 

 

 

 

Minimum rents

 

$

130,371

 

$

115,877

 

$

380,256

 

$

354,555

 

Percentage rents

 

4,992

 

4,702

 

11,620

 

9,618

 

Tenant recoveries

 

70,623

 

64,250

 

206,416

 

187,219

 

Management Companies

 

9,242

 

8,023

 

27,595

 

22,650

 

Other

 

8,756

 

9,225

 

25,554

 

21,814

 

Total revenues

 

223,984

 

202,077

 

651,441

 

595,856

 

Expenses:

 

 

 

 

 

 

 

 

 

Shopping center and operating expenses

 

73,831

 

67,478

 

211,224

 

193,321

 

Management Companies’ operating expenses

 

17,908

 

14,455

 

54,182

 

41,295

 

REIT general and administrative expenses

 

1,992

 

2,551

 

11,777

 

9,540

 

Depreciation and amortization

 

60,171

 

53,542

 

177,665

 

168,965

 

 

 

153,902

 

138,026

 

454,848

 

413,121

 

Interest expense:

 

 

 

 

 

 

 

 

 

Related parties

 

3,772

 

2,730

 

9,634

 

8,142

 

Other

 

56,210

 

64,623

 

180,165

 

196,141

 

 

 

59,982

 

67,353

 

189,799

 

204,283

 

Total expenses

 

213,884

 

205,379

 

644,647

 

617,404

 

Minority interest in consolidated joint ventures

 

(721

)

(870

)

(2,237

)

(1,872

)

Equity in income of unconsolidated joint ventures

 

18,648

 

18,490

 

52,128

 

57,367

 

Income tax (provision) benefit

 

(429

)

(535

)

478

 

(219

)

Gain on sale of assets

 

147

 

538

 

4,181

 

37

 

Loss on early extinguishment of debt

 

 

(29

)

(877

)

(1,811

)

Income from continuing operations

 

27,745

 

14,292

 

60,467

 

31,954

 

Discontinued operations:

 

 

 

 

 

 

 

 

 

(Loss) gain on sale of assets

 

(905

)

46,214

 

(2,325

)

72,167

 

Income from discontinued operations

 

237

 

1,562

 

60

 

9,241

 

Total (loss) income from discontinued operations

 

(668

)

47,776

 

(2,265

)

81,408

 

Income before minority interest and preferred dividends

 

27,077

 

62,068

 

58,202

 

113,362

 

Less: minority interest in Operating Partnership

 

3,070

 

8,901

 

5,935

 

15,131

 

Net income

 

24,007

 

53,167

 

52,267

 

98,231

 

Less: preferred dividends

 

6,727

 

6,199

 

18,971

 

18,139

 

Net income available to common stockholders

 

$

17,280

 

$

46,968

 

$

33,296

 

$

80,092

 

Earnings per common share—basic:

 

 

 

 

 

 

 

 

 

Income from continuing operations

 

$

0.25

 

$

0.10

 

$

0.49

 

$

0.16

 

Discontinued operations

 

(0.01

)

0.56

 

(0.03

)

0.97

 

Net income

 

$

0.24

 

$

0.66

 

$

0.46

 

$

1.13

 

Earnings per common share—diluted:

 

 

 

 

 

 

 

 

 

Income from continuing operations

 

$

0.25

 

$

0.10

 

$

0.49

 

$

0.16

 

Discontinued operations

 

(0.01

)

0.56

 

(0.03

)

0.97

 

Net income

 

$

0.24

 

$

0.66

 

$

0.46

 

$

1.13

 

Weighted average number of common shares outstanding:

 

 

 

 

 

 

 

 

 

Basic

 

71,674,000

 

71,479,000

 

71,625,000

 

70,587,000

 

Diluted

 

84,529,000

 

85,021,000

 

84,706,000

 

84,216,000

 

 

The accompanying notes are an integral part of these consolidated financial statements.

4




THE MACERICH COMPANY
CONSOLIDATED STATEMENT OF COMMON STOCKHOLDERS’ EQUITY
(Dollars in thousands, except per share data)
(Unaudited)

 

 

 

 

 

 

 

 

 

 

Accumulated

 

Total

 

 

 

 

Common Stock

 

Additional

 

 

 

Other

 

Common

 

 

 

 

 

 

Par

 

Paid-in

 

Accumulated

 

Comprehensive

 

Stockholders’

 

 

 

 

Shares

 

Value

 

Capital

 

Deficit

 

(Loss) income

 

Equity

 

 

Balance January 1, 2007

 

71,567,908

 

 

$

716

 

 

$

1,717,498

 

 

$

(178,249

)

 

 

$

2,340

 

 

 

$

1,542,305

 

 

Comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

 

 

 

 

 

 

52,267

 

 

 

 

 

 

52,267

 

 

Reclassification of deferred
losses

 

 

 

 

 

 

 

 

 

 

723

 

 

 

723

 

 

Interest rate swap/cap
agreements

 

 

 

 

 

 

 

 

 

 

(9,839

)

 

 

(9,839

)

 

Total comprehensive income

 

 

 

 

 

 

 

52,267

 

 

 

(9,116

)

 

 

43,151

 

 

Amortization of share and unit-based plans

 

213,996

 

 

2

 

 

15,859

 

 

 

 

 

 

 

 

15,861

 

 

Exercise of stock options

 

13,500

 

 

 

 

387

 

 

 

 

 

 

 

 

387

 

 

Employee stock purchases

 

8,113

 

 

 

 

557

 

 

 

 

 

 

 

 

557

 

 

Distributions paid ($2.13) per
share

 

 

 

 

 

 

 

(153,142

)

 

 

 

 

 

(153,142

)

 

Preferred dividends

 

 

 

 

 

 

 

(18,971

)

 

 

 

 

 

(18,971

)

 

Conversion of partnership units and Class A non-participating convertible preferred units

 

716,039

 

 

6

 

 

19,322

 

 

 

 

 

 

 

 

19,328

 

 

Repurchase of common shares

 

(807,000

)

 

(8

)

 

(74,962

)

 

 

 

 

 

 

 

(74,970

)

 

Purchase of capped calls on convertible senior notes

 

 

 

 

 

(59,850

)

 

 

 

 

 

 

 

(59,850

)

 

Change in accounting principle due to adoption of FIN 48

 

 

 

 

 

(1,574

)

 

 

 

 

 

 

 

(1,574

)

 

Adjustment to reflect minority interest on a pro rata basis for period end ownership percentage of Operating Partnership units

 

 

 

 

 

12,856

 

 

 

 

 

 

 

 

12,856

 

 

Balance September 30, 2007

 

71,712,556

 

 

$

716

 

 

$

1,630,093

 

 

$

(298,095

)

 

 

$

(6,776

)

 

 

$

1,325,938

 

 

 

The accompanying notes are an integral part of these consolidated financial statements.

5




THE MACERICH COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
(Unaudited)

 

 

For the Nine Months
Ended September 30,

 

 

 

2007

 

2006

 

Cash flows from operating activities:

 

 

 

 

 

Net income available to common stockholders

 

$

33,296

 

$

80,092

 

Preferred dividends

 

 

18,971

 

 

18,139

 

Net income

 

 

52,267

 

 

98,231

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

 

 

Loss on early extinguishment of debt

 

 

877

 

 

1,811

 

Gain on sale of assets

 

 

(4,181

)

 

(37

)

Loss (gain) on sale of assets of discontinued operations

 

 

2,325

 

 

(72,167

)

Depreciation and amortization

 

 

177,665

 

 

179,070

 

Amortization of net premium on mortgage and bank and other notes payable

 

 

(7,668

)

 

(9,014

)

Amortization of share and unit-based plans

 

 

11,119

 

 

6,533

 

Minority interest in Operating Partnership

 

 

5,935

 

 

15,131

 

Minority interest in consolidated joint ventures

 

 

2,237

 

 

2,284

 

Equity in income of unconsolidated joint ventures

 

 

(52,128

)

 

(57,367

)

Distributions of income from unconsolidated joint ventures

 

 

4,118

 

 

3,213

 

Changes in assets and liabilities, net of acquisitions:

 

 

 

 

 

 

 

Tenant receivables, net

 

 

(10,371

)

 

(5,982

)

Other assets

 

 

(16,867

)

 

(466

)

Accounts payable and accrued expenses

 

 

8,925

 

 

(5,653

)

Due from affiliates

 

 

1,989

 

 

(260

)

Other accrued liabilities

 

 

31,829

 

 

(16,422

)

Net cash provided by operating activities

 

 

208,071

 

 

138,905

 

Cash flows from investing activities:

 

 

 

 

 

 

 

Acquisitions of property, development, redevelopment and property improvements

 

 

(434,133

)

 

(492,578

)

Issuance of note receivable

 

 

 

 

(10,000

)

Purchase of marketable securities

 

 

 

 

(30,307

)

Maturities of marketable securities

 

 

912

 

 

184

 

Deferred leasing costs

 

 

(24,359

)

 

(20,359

)

Distributions from unconsolidated joint ventures

 

 

248,176

 

 

162,519

 

Contributions to unconsolidated joint ventures

 

 

(18,532

)

 

(24,681

)

Repayments of loans to unconsolidated joint ventures

 

 

220

 

 

600

 

Proceeds from sale of assets

 

 

15,814

 

 

237,938

 

Restricted cash

 

 

(2,833

)

 

(7,769

)

Net cash used in investing activities

 

 

(214,735

)

 

(184,453

)

Cash flows from financing activities:

 

 

 

 

 

 

 

Proceeds from mortgages and bank and other notes payable

 

 

1,648,068

 

 

1,451,321

 

Payments on mortgages and bank and other notes payable

 

 

(1,527,438

)

 

(2,013,456

)

Deferred financing costs

 

 

(1,919

)

 

(6,559

)

Purchase of Capped Calls

 

 

(59,850

)

 

 

Repurchase of common stock

 

 

(74,970

)

 

 

Proceeds from share and unit-based plans

 

 

944

 

 

408

 

Net proceeds from stock offering

 

 

 

 

746,804

 

Dividends and distributions

 

 

(186,390

)

 

(208,126

)

Dividends to preferred stockholders / preferred unit holders

 

 

(18,366

)

 

(17,910

)

Net cash used in financing activities

 

 

(219,921

)

 

(47,518

)

Net decrease in cash

 

 

(226,585

)

 

(93,066

)

Cash and cash equivalents, beginning of period

 

 

269,435

 

 

155,113

 

Cash and cash equivalents, end of period

 

$

42,850

 

$

62,047

 

Supplemental cash flow information:

 

 

 

 

 

 

 

Cash payments for interest, net of amounts capitalized

 

$

210,803

 

$

230,547

 

Non-cash transactions:

 

 

 

 

 

 

 

Increase in other accrued liabilities and additional paid-in capital recorded upon adoption of FIN 48

 

$

1,574

 

$

 

Acquisition of property by assumption of mortgage note payable

 

$

4,300

 

$

 

Reclassification from other accrued liabilities to additional paid-in capital recorded upon adoption of SFAS
No. 123(R)

 

$

 

$

6,000

 

Accrued development costs included in accounts payable and accrued expenses and other accrued liabilities

 

$

30,259

 

$

7,334

 

 

The accompanying notes are an integral part of these consolidated financial statements.

6




THE MACERICH COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except per share amounts)
(Unaudited)

1. Organization:

The Macerich Company (the “Company”) is involved in the acquisition, ownership, development, redevelopment, management and leasing of regional and community shopping centers (the “Centers”) located throughout the United States.

The Company commenced operations effective with the completion of its initial public offering on March 16, 1994. As of September 30, 2007, the Company is the sole general partner of and holds an 85% 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 is organized to qualify as a real estate investment trust (“REIT”) under the Internal Revenue Code of 1986, as amended. The 15% limited partnership interest of the Operating Partnership not owned by the Company is reflected in these financial statements as minority interest in the Operating Partnership.

The property management, leasing and redevelopment of the Company’s portfolio is provided by the Company’s management companies, Macerich Property Management Company, LLC, (“MPMC, LLC”) a single member Delaware limited liability company, Macerich Management Company (“MMC”), a California corporation, Westcor Partners, L.L.C., a single member Arizona limited liability company, Macerich Westcor Management LLC, a single member Delaware limited liability company, Westcor Partners of Colorado, LLC, a Colorado limited liability company, MACW Mall Management, Inc., a New York corporation and MACW Property Management, LLC, a single member New York limited liability company. The two MACW management companies are collectively referred to herein as the “Wilmorite Management Companies.” The three Westcor management companies are collectively referred to herein as the “Westcor Management Companies.” All seven of the management companies are collectively referred to herein as the “Management Companies.”

2. Basis of Presentation:

The accompanying consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. They do not include all of the information and footnotes required by GAAP for complete financial statements and have not been audited by independent public accountants.

The accompanying consolidated financial statements include the accounts of the Company and the Operating Partnership. Investments in entities that are controlled by the Company or meet the definition of a variable interest entity in which an enterprise absorbs the majority of the entity’s expected losses, receives a majority of the entity’s expected residual returns, or both, as a result of ownership, contractual or other financial interests in the entity are consolidated; otherwise they are accounted for under the equity method and are reflected as “Investments in unconsolidated joint ventures.”

The unaudited interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2006. In the opinion of management, all adjustments

7




THE MACERICH COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share amounts)
(Unaudited)

2. Basis of Presentation: (Continued)

(consisting of normal recurring adjustments) necessary for a fair presentation of the financial statements for the interim periods have been made. 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. The accompanying consolidated balance sheet as of December 31, 2006 has been derived from the audited financial statements, but does not include all disclosures required by GAAP.

All intercompany accounts and transactions have been eliminated in the consolidated financial statements.

Recent Accounting Pronouncements:

In February 2006, the Financial Accounting Standards Board (“FASB”) issued Statement on Financial Accounting Standards (“SFAS”) No. 155, “Accounting for Certain Hybrid Financial Instruments—An Amendment of FASB Statements No. 133 and 140.” This statement amended SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities,” and SFAS No. 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities.” SFAS No. 155 permits fair value remeasurement for any hybrid financial instrument that contains an embedded derivative that otherwise would require bifurcation. This statement also established a requirement to evaluate interests in securitized financial assets to identify interests that are freestanding derivatives or that are hybrid financial instruments that contain an embedded derivative requiring bifurcation. The adoption of this statement on January 1, 2007 did not have a material effect on the Company’s results of operations or financial condition.

In June 2006, the FASB issued Interpretation No. 48, “Accounting for Uncertainty in Income Taxes—an interpretation of FASB Statement No. 109” (“FIN 48”). This interpretation clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with SFAS No. 109, “Accounting for Income Taxes.” This Interpretation prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. This Interpretation also provides guidance on derecognition of previously recognized income tax benefits, classification, interest and penalties, accounting in interim periods, disclosure, and transition. The Company adopted this statement on January 1, 2007. See Note 18—Income Taxes for the impact of the adoption of FIN 48 on the Company’s results of operations or financial condition.

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements.” SFAS No. 157 defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The Company is required to adopt SFAS No. 157 for the year 2008 and does not expect its adoption to have a material effect on the Company’s results of operations or financial condition.

In September 2006, the Securities and Exchange Commission issued Staff Accounting Bulletin (“SAB”) No. 108. SAB No. 108 establishes a framework for quantifying materiality of financial statement

8




THE MACERICH COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share amounts)
(Unaudited)

2. Basis of Presentation: (Continued)

misstatements. The adoption of SAB No. 108 on January 1, 2007 did not have a material impact on the Company’s consolidated results of operations or financial condition.

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities—including an amendment of FASB Statement No. 115.” SFAS No. 159 allows for the measurement of many financial instruments and certain other items at fair value. The Company is required to adopt SFAS No. 159 for the year 2008. The Company is currently evaluating the impact of adoption of this statement on its results of operations or financial condition.

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.

3. Earnings per Share:

The computation of basic earnings per share (“EPS”) is based on net income available to common stockholders and the weighted average number of common shares outstanding for the three and nine months ended September 30, 2007 and 2006. The computation of diluted earnings per share includes the effect of dilutive securities using the “if-converted” method and dilutive effect of employee stock options calculated using the treasury stock method. The OP Units and MACWH, LP common units not held by the Company have been included in the diluted EPS since they may be redeemed on a one-for-one basis for common stock or cash, at the Company’s option. The following table computes the basic and diluted earnings per share calculation (dollars and shares in thousands):

 

 

For the Three Months Ended September 30,

 

 

 

2007

 

2006

 

 

 

Net
Income

 

Shares

 

Per
Share

 

Net
Income

 

Shares

 

Per
Share

 

Net income

 

$

24,007

 

 

 

 

 

$

53,167

 

 

 

 

 

Less: preferred dividends(1)

 

6,727

 

 

 

 

 

6,199

 

 

 

 

 

Basic EPS:

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income available to common stockholders

 

17,280

 

71,674

 

$

0.24

 

46,968

 

71,479

 

$

0.66

 

Diluted EPS:

 

 

 

 

 

 

 

 

 

 

 

 

 

Conversion of partnership units

 

3,070

 

12,546

 

 

 

8,901

 

13,247

 

 

 

Employee stock options

 

 

309

 

 

 

 

295

 

 

 

Net income available to common stockholders

 

$

20,350

 

84,529

 

$

0.24

 

$

55,869

 

85,021

 

$

0.66

 

 

9




THE MACERICH COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share amounts)
(Unaudited)

3. Earnings per Share: (Continued)

 

 

For the Nine Months Ended September 30,

 

 

 

2007

 

2006

 

 

 

Net
Income

 

Shares

 

Per
Share

 

Net
Income

 

Shares

 

Per
Share

 

Net income

 

$

52,267

 

 

 

 

 

$

98,231

 

 

 

 

 

Less: preferred dividends(1)

 

18,971

 

 

 

 

 

18,139

 

 

 

 

 

Basic EPS:

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income available to common stockholders

 

33,296

 

71,625

 

$

0.46

 

80,092

 

70,587

 

$

1.13

 

Diluted EPS:

 

 

 

 

 

 

 

 

 

 

 

 

 

Conversion of partnership units

 

5,935

 

12,775

 

 

 

15,131

 

13,337

 

 

 

Employee stock options

 

 

306

 

 

 

 

292

 

 

 

Net income available to common stockholders

 

$

39,231

 

84,706

 

$

0.46

 

$

95,223

 

84,216

 

$

1.13

 


(1)          Preferred dividends include convertible preferred unit dividends of $3,825 and $3,624 for the three months ended September 30, 2007 and 2006, and $10,919 and $10,631 for the nine months ended September 30, 2007 and 2006, respectively.

The minority interest in the Operating Partnership as reflected in the Company’s consolidated statements of operations has been allocated for EPS calculations as follows:

 

 

For the Three
Months Ended

 

For the Nine
Months Ended

 

 

 

September 30,

 

September 30,

 

 

 

2007

 

2006

 

2007

 

2006

 

Income from continuing operations

 

$

3,170

 

$

1,429

 

$

6,278

 

$

2,196

 

Discontinued operations:

 

 

 

 

 

 

 

 

 

(Loss) gain on sale of assets

 

(135

)

7,228

 

(352

)

11,467

 

Income from discontinued operations

 

35

 

244

 

9

 

1,468

 

Total

 

$

3,070

 

$

8,901

 

$

5,935

 

$

15,131

 

 

10




THE MACERICH COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share amounts)
(Unaudited)

4. Investments in Unconsolidated Joint Ventures:

The following are the Company’s investments in unconsolidated joint ventures. The Operating Partnership’s interest in each joint venture property as of September 30, 2007 was as follows:

 

 

Partnership’s

 

Joint Venture

 

 

 

Ownership % (1)

 

Biltmore Shopping Center Partners LLC

 

 

50.0

%

 

Camelback Colonnade SPE LLC

 

 

75.0

%

 

Chandler Festival SPE, LLC

 

 

50.0

%

 

Chandler Gateway SPE LLC

 

 

50.0

%

 

Chandler Village Center, LLC

 

 

50.0

%

 

Coolidge Holding LLC

 

 

37.5

%

 

Corte Madera Village, LLC

 

 

50.1

%

 

Desert Sky Mall—Tenants in Common

 

 

50.0

%

 

East Mesa Land, L.L.C.

 

 

50.0

%

 

East Mesa Mall, L.L.C.—Superstition Springs Center

 

 

33.3

%

 

Jaren Associates #4

 

 

12.5

%

 

Kierland Tower Lofts, LLC

 

 

15.0

%

 

Macerich Northwestern Associates

 

 

50.0

%

 

MetroRising AMS Holding LLC

 

 

15.0

%

 

New River Associates—Arrowhead Towne Center

 

 

33.3

%

 

NorthPark Land Partners, LP

 

 

50.0

%

 

NorthPark Partners, LP

 

 

50.0

%

 

Pacific Premier Retail Trust

 

 

51.0

%

 

PHXAZ/Kierland Commons, L.L.C.

 

 

24.5

%

 

Propcor Associates

 

 

25.0

%

 

Propcor II Associates, LLC—Boulevard Shops

 

 

50.0

%

 

SanTan Village Phase 2 LLC

 

 

34.9

%

 

Scottsdale Fashion Square Partnership

 

 

50.0

%

 

SDG Macerich Properties, L.P.

 

 

50.0

%

 

The Market at Estrella Falls LLC

 

 

35.1

%

 

Tysons Corner Holdings LLC

 

 

50.0

%

 

Tysons Corner LLC

 

 

50.0

%

 

Tysons Corner Property Holdings II LLC

 

 

50.0

%

 

Tysons Corner Property Holdings LLC

 

 

50.0

%

 

Tysons Corner Property LLC

 

 

50.0

%

 

W.M. Inland, L.L.C.

 

 

50.0

%

 

West Acres Development, LLP

 

 

19.0

%

 

Westcor/Gilbert, L.L.C.

 

 

50.0

%

 

Westcor/Goodyear, L.L.C.

 

 

50.0

%

 

Westcor/Queen Creek Commercial LLC

 

 

37.6

%

 

Westcor/Queen Creek LLC

 

 

37.6

%

 

Westcor/Queen Creek Medical LLC

 

 

37.6

%

 

 

11




THE MACERICH COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share amounts)
(Unaudited)

4. Investments in Unconsolidated Joint Ventures: (Continued)

 

 

Partnership’s

 

Joint Venture

 

 

 

Ownership % (1)

 

Westcor/Queen Creek Residential LLC

 

 

37.6

%

 

Westcor/Surprise Auto Park LLC

 

 

33.3

%

 

Westcor/Surprise LLC

 

 

33.3

%

 

Westpen Associates

 

 

50.0

%

 

WM Ridgmar, L.P.

 

 

50.0

%

 


(1)          The Operating Partnership’s ownership interest in this table reflects its legal ownership interest but may not reflect its economic interest since each joint venture has various agreements regarding cash flow, profits and losses, allocations, capital requirements and other matters.

The Company generally accounts for its investments in joint ventures using the equity method of accounting unless the Company has a controlling interest in the joint venture or is the primary beneficiary in a variable interest entity. Although the Company has a greater than 50% interest in Pacific Premier Retail Trust, Camelback Colonnade SPE LLC and Corte Madera Village, LLC, the Company shares management control with the partners in these joint ventures and accounts for these joint ventures using the equity method of accounting.

12




THE MACERICH COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share amounts)
(Unaudited)

4. Investments in Unconsolidated Joint Ventures: (Continued)

Combined and Condensed Balance Sheets of Unconsolidated Joint Ventures:

 

 

September 30,

 

December 31,

 

 

 

2007

 

2006

 

Assets(1):

 

 

 

 

 

 

 

 

 

Properties, net

 

 

$

4,249,548

 

 

 

$

4,251,765

 

 

Other assets

 

 

440,670

 

 

 

429,028

 

 

Total assets

 

 

$

4,690,218

 

 

 

$

4,680,793

 

 

Liabilities and partners’ capital(1):

 

 

 

 

 

 

 

 

 

Mortgage notes payable(2)

 

 

$

3,859,229

 

 

 

$

3,515,154

 

 

Other liabilities

 

 

175,032

 

 

 

140,889

 

 

The Company’s capital(3)

 

 

379,758

 

 

 

559,172

 

 

Outside partners’ capital

 

 

276,199

 

 

 

465,578

 

 

Total liabilities and partners’ capital

 

 

$

4,690,218

 

 

 

$

4,680,793

 

 


(1)          These amounts include the assets and liabilities of the following significant joint ventures:

 

 

 

 

Pacific

 

 

 

 

 

SDG

 

Premier

 

Tysons

 

 

 

Macerich

 

Retail

 

Corner

 

 

 

Properties, L.P.

 

Trust

 

LLC

 

As of September 30, 2007:

 

 

 

 

 

 

 

 

 

Total Assets

 

 

$

901,080

 

 

$

1,021,317

 

$

637,255

 

Total Liabilities

 

 

$

822,213

 

 

$

850,050

 

$

364,316

 

As of December 31, 2006:

 

 

 

 

 

 

 

 

 

Total Assets

 

 

$

924,720

 

 

$

1,027,132

 

$

644,545

 

Total Liabilities

 

 

$

823,327

 

 

$

848,070

 

$

371,360

 

 

(2)          Certain joint ventures have debt that could become recourse debt to the Company should the joint venture be unable to discharge the obligations of the related debt. As of September 30, 2007 and December 31, 2006, the total amount of debt that could become recourse to the Company was $8,602 and $8,570, respectively.

(3)          The Company’s investment in unconsolidated joint ventures was $438,965 and $451,208 more than the underlying equity as reflected in the joint ventures’ financial statements as of September 30, 2007 and December 31, 2006, respectively. This represents the difference between the cost of the investment and the book value of the underlying equity of the joint venture. The Company is amortizing this difference into income on a straight-line basis, consistent with the depreciable lives on property. The amortization of this difference was $2,407 and $5,024 for the three months ended September 30, 2007 and 2006, and $8,859 and $12,039 for the nine months ended September 30, 2007 and 2006, respectively.

13




THE MACERICH COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share amounts)
(Unaudited)

4. Investments in Unconsolidated Joint Ventures: (Continued)

Combined and Condensed Statements of Operations of Unconsolidated Joint Ventures:

 

 

SDG

 

Pacific

 

Tysons

 

Other

 

 

 

 

 

Macerich

 

Premier

 

Corner

 

Joint

 

 

 

 

 

Properties, L.P.

 

Retail Trust

 

LLC

 

Ventures

 

Total

 

Three Months Ended September 30, 2007

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Minimum rents

 

 

$

23,189

 

 

 

$

30,894

 

 

$

17,157

 

$

60,695

 

$

131,935

 

Percentage rents

 

 

1,166

 

 

 

1,546

 

 

560

 

4,019

 

7,291

 

Tenant recoveries

 

 

12,591

 

 

 

13,411

 

 

7,808

 

30,069

 

63,879

 

Other

 

 

1,017

 

 

 

1,033

 

 

495

 

8,804

 

11,349

 

Total revenues

 

 

37,963

 

 

 

46,884

 

 

26,020

 

103,587

 

214,454

 

Expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shopping center and operating expenses

 

 

14,506

 

 

 

14,019

 

 

6,833

 

37,423

 

72,781

 

Interest expense

 

 

11,716

 

 

 

12,367

 

 

4,129

 

28,125

 

56,337

 

Depreciation and amortization

 

 

7,987

 

 

 

8,184

 

 

5,036

 

20,424

 

41,631

 

Total operating expenses

 

 

34,209

 

 

 

34,570

 

 

15,998

 

85,972

 

170,749

 

Loss on sale of assets

 

 

 

 

 

 

 

 

(9

)

(9

)

Net income

 

 

$

3,754

 

 

 

$

12,314

 

 

$

10,022

 

$

17,606

 

$

43,696

 

Company’s equity in net income

 

 

$

1,877

 

 

 

$

6,267

 

 

$

5,011

 

$

5,493

 

$

18,648

 

Three Months Ended September 30, 2006

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Minimum rents

 

 

$

23,063

 

 

 

$

30,482

 

 

$

14,752

 

$

63,275

 

$

131,572

 

Percentage rents

 

 

796

 

 

 

1,429

 

 

540

 

4,538

 

7,303

 

Tenant recoveries

 

 

12,732

 

 

 

12,532

 

 

7,228

 

29,520

 

62,012

 

Other

 

 

1,218

 

 

 

1,047

 

 

487

 

5,791

 

8,543

 

Total revenues

 

 

37,809

 

 

 

45,490

 

 

23,007

 

103,124

 

209,430

 

Expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shopping center and operating expenses

 

 

14,149

 

 

 

13,896

 

 

6,228

 

36,879

 

71,152

 

Interest expense

 

 

11,869

 

 

 

12,742

 

 

4,310

 

24,711

 

53,632

 

Depreciation and amortization

 

 

7,195

 

 

 

7,385

 

 

4,728

 

22,936

 

42,244

 

Total operating expenses

 

 

33,213

 

 

 

34,023

 

 

15,266

 

84,526

 

167,028

 

Gain (loss) on sale of assets

 

 

2

 

 

 

 

 

 

(4

)

(2

)

Net income

 

 

$

4,598

 

 

 

$

11,467

 

 

$

7,741

 

$

18,594

 

$

42,400

 

Company’s equity in net income

 

 

$

2,300

 

 

 

$

5,838

 

 

$

3,870

 

$

6,482

 

$

18,490

 

 

14




THE MACERICH COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share amounts)
(Unaudited)

4. Investments in Unconsolidated Joint Ventures: (Continued)

 

 

SDG

 

Pacific

 

Tysons

 

Other

 

 

 

 

 

Macerich

 

Premier

 

Corner

 

Joint

 

 

 

 

 

Properties, L.P.

 

Retail Trust

 

LLC

 

Ventures

 

Total

 

Nine Months Ended September 30, 2007

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Minimum rents

 

 

$

69,116

 

 

 

$

92,602

 

 

$

47,857

 

$

181,731

 

$

391,306

 

Percentage rents

 

 

2,892

 

 

 

4,003

 

 

646

 

8,655

 

16,196

 

Tenant recoveries

 

 

36,308

 

 

 

38,213

 

 

23,424

 

88,257

 

186,202

 

Other

 

 

2,805

 

 

 

2,981

 

 

1,412

 

17,315

 

24,513

 

Total revenues

 

 

111,121

 

 

 

137,799

 

 

73,339

 

295,958

 

618,217

 

Expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shopping center and operating expenses

 

 

43,647

 

 

 

39,490

 

 

19,435

 

105,357

 

207,929

 

Interest expense

 

 

34,775

 

 

 

36,984

 

 

12,498

 

78,334

 

162,591

 

Depreciation and amortization

 

 

22,707

 

 

 

23,504

 

 

15,401

 

67,691

 

129,303

 

Total operating expenses

 

 

101,129

 

 

 

99,978

 

 

47,334

 

251,382

 

499,823

 

(Loss) gain on sale of assets

 

 

(4,751

)

 

 

 

 

 

763

 

(3,988

)

Net income

 

 

$

5,241

 

 

 

$

37,821

 

 

$

26,005

 

$

45,339

 

$

114,406

 

Company’s equity in net income

 

 

$

2,621

 

 

 

$

19,254

 

 

$

13,002

 

$

17,251

 

$

52,128

 

Nine Months Ended September 30, 2006

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Minimum rents

 

 

$

70,296

 

 

 

$

92,376

 

 

$

43,252

 

$

165,355

 

$

371,279

 

Percentage rents

 

 

2,405

 

 

 

4,085

 

 

780

 

9,386

 

16,656

 

Tenant recoveries

 

 

35,371

 

 

 

36,598

 

 

21,742

 

81,211

 

174,922

 

Other

 

 

2,830

 

 

 

2,915

 

 

1,454

 

15,552

 

22,751

 

Total revenues

 

 

110,902

 

 

 

135,974

 

 

67,228

 

271,504

 

585,608

 

Expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shopping center and operating expenses

 

 

43,179

 

 

 

38,146

 

 

18,646

 

97,865

 

197,836

 

Interest expense

 

 

32,312

 

 

 

38,426

 

 

12,816

 

62,714

 

146,268

 

Depreciation and amortization

 

 

21,719

 

 

 

21,876

 

 

15,016

 

56,262

 

114,873

 

Total operating expenses

 

 

97,210

 

 

 

98,448

 

 

46,478

 

216,841

 

458,977

 

Gain on sale of assets

 

 

2

 

 

 

 

 

 

901

 

903

 

Net income

 

 

$

13,694

 

 

 

$

37,526

 

 

$

20,750

 

$

55,564

 

$

127,534

 

Company’s equity in net income

 

 

$

6,847

 

 

 

$

19,030

 

 

$

10,375

 

$

21,115

 

$

57,367

 

 

Significant accounting policies used by the unconsolidated joint ventures are similar to those used by the Company.

Included in mortgage notes payable are amounts due to affiliates of Northwestern Mutual Life (“NML”) of $127,576 and $132,170 as of September 30, 2007 and December 31, 2006, respectively. NML is considered a related party because it is a joint venture partner with the Company in Macerich Northwestern Associates. Interest expense incurred on these borrowings amounted to $2,164 and $2,285 for the three months ended September 30, 2007 and 2006 and $6,530 and $6,830 for the nine months ended September 30, 2007 and 2006, respectively.

15




THE MACERICH COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share amounts)
(Unaudited)

5. Derivative Instruments and Hedging Activities

The Company recognizes and measures all derivatives in the consolidated financial statements at fair value. The Company uses derivative financial instruments in the normal course of business to manage or reduce its exposure to adverse fluctuations in interest rates. The Company designs its hedges to be effective in reducing the risk exposure that they are designated to hedge. Any instrument that meets the cash flow hedging criteria in SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities,” is formally designated as a cash flow hedge at the inception of the derivative contract. On an ongoing quarterly basis, the Company adjusts its balance sheet to reflect the current fair value of its derivatives. To the extent they are effective, changes in fair value of derivatives are recorded in comprehensive income. Ineffective portions, if any, are included in net income. No ineffectiveness was recorded in net income during the three or nine months ended September 30, 2007 or 2006. If any derivative instrument used for risk management does not meet the hedging criteria, it is marked-to-market each period in the consolidated statements of operations. As of September 30, 2007, three of the Company’s derivative instruments were not designated as a cash flow hedge. Changes in the market value of these derivative instruments are recorded in the consolidated statements of operations.

As of September 30, 2007 and December 31, 2006, the Company had $529 and $1,252, respectively, reflected in other comprehensive income related to treasury rate locks settled in prior years. The Company reclassified $245 and $339 for the three months ended September 30, 2007 and 2006 and $723 and $1,008 for the nine months ended September 30, 2007 and 2006, respectively, related to treasury rate lock transactions settled in prior years from accumulated other comprehensive (loss) income to earnings. It is anticipated that an additional $243 will be reclassified during the remainder of the current year.

Interest rate swap and cap agreements are purchased by the Company from third parties to manage the risk of interest rate changes on some of the Company’s floating rate debt. Payments received as a result of these agreements are recorded as a reduction of interest expense. The fair value of the instrument is included in deferred charges and other assets if the fair value is an asset or in other accrued liabilities if the fair value is a deficit. The Company recorded other comprehensive (loss) income related to the marking-to-market of interest rate swap/cap agreements of ($17,593) and ($11,348) for the three months ended September 30, 2007 and 2006 and ($9,839) and $90 for the nine months ended September 30, 2007 and 2006, respectively. The amount expected to be reclassified to interest expense in the next 12 months is immaterial.

16




THE MACERICH COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share amounts)
(Unaudited)

6. Property:

Property consists of the following:

 

 

September 30,

 

December 31,

 

 

 

2007

 

2006

 

Land

 

 

$

1,157,095

 

 

 

$

1,147,464

 

 

Building improvements

 

 

4,827,750

 

 

 

4,743,960

 

 

Tenant improvements

 

 

250,665

 

 

 

231,210

 

 

Equipment and furnishings

 

 

86,150

 

 

 

82,456

 

 

Construction in progress

 

 

585,358

 

 

 

294,115

 

 

 

 

 

6,907,018

 

 

 

6,499,205

 

 

Less accumulated depreciation

 

 

(861,060

)

 

 

(743,922

)

 

 

 

 

$

6,045,958

 

 

 

$

5,755,283

 

 

 

Depreciation expense was $45,647 and $39,867 for the three months ended September 30, 2007 and 2006 and $132,809 and $118,523 for the nine months ended September 30, 2007 and 2006, respectively.

Gain on sale of assets consists of the following:

 

 

For the Three Months Ended
September 30,

 

For the Nine Months Ended
September 30,

 

 

 

       2007       

 

       2006       

 

       2007       

 

       2006       

 

Building, improvements and equipment

 

 

$

 

 

 

$

22

 

 

 

$

35

 

 

 

$

(600

)

 

Land

 

 

147

 

 

 

516

 

 

 

4,146

 

 

 

637

 

 

 

 

 

$

147

 

 

 

$

538

 

 

 

$

4,181

 

 

 

$

37

 

 

 

7. Marketable Securities:

Marketable securities consist of the following:

 

 

September 30,

 

December 31,

 

 

 

2007

 

2006

 

Government debt securities, at par value

 

 

$

30,954

 

 

 

$

31,866

 

 

Less discount

 

 

(1,586

)

 

 

(1,847

)

 

 

 

 

29,368

 

 

 

30,019

 

 

Unrealized gain

 

 

1,015

 

 

 

514

 

 

Fair value

 

 

$

30,383

 

 

 

$

30,533

 

 

 

Future contractual maturities of marketable securities at September 30, 2007 are as follows:

1 year or less

 

$

1,217

 

2 to 5 years

 

4,000

 

6 to 10 years

 

25,737

 

 

 

$

30,954

 

 

17




THE MACERICH COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share amounts)
(Unaudited)

7. Marketable Securities: (Continued)

The proceeds from maturities and interest receipts from the marketable securities are restricted to the service of the $27,832 note on which the Company remains obligated following the sale of Greeley Mall on July 27, 2006 (See Note 10—Bank and Other Notes Payable).

8. Deferred Charges And Other Assets:

Deferred charges and other assets are summarized as follows:

 

 

September 30,

 

December 31,

 

 

 

2007

 

2006

 

Leasing

 

 

$

111,579

 

 

 

$

115,657

 

 

Financing

 

 

47,033

 

 

 

40,906

 

 

Intangible assets resulting from SFAS No. 141 allocations:

 

 

 

 

 

 

 

 

 

In-place lease values

 

 

200,497

 

 

 

207,023

 

 

Leasing commissions and legal costs

 

 

35,440

 

 

 

36,177

 

 

 

 

 

394,549

 

 

 

399,763

 

 

Less accumulated amortization(1)

 

 

(158,686

)

 

 

(171,073

)

 

 

 

 

235,863

 

 

 

228,690

 

 

Other assets

 

 

87,370

 

 

 

79,135

 

 

 

 

 

$

323,233

 

 

 

$

307,825

 

 


(1)          Accumulated amortization includes $92,813 and $86,172 relating to intangibles resulting from SFAS No. 141 allocations at September 30, 2007 and December 31, 2006, respectively.

The allocated values of above market leases included in other assets and the below market leases included in other accrued liabilities, related to SFAS No. 141, consist of the following:

 

 

September 30,

 

December 31,

 

 

 

2007

 

2006

 

Above Market Leases

 

 

 

 

 

 

 

 

 

Original allocated value

 

 

$

65,752

 

 

 

$

64,718

 

 

Less accumulated amortization

 

 

(36,856

)

 

 

(36,058

)

 

 

 

 

$

28,896

 

 

 

$

28,660

 

 

Below Market Leases

 

 

 

 

 

 

 

 

 

Original allocated value

 

 

$

156,667

 

 

 

$

150,300

 

 

Less accumulated amortization

 

 

(88,767

)

 

 

(77,261

)

 

 

 

 

$

67,900

 

 

 

$

73,039

 

 

 

18




THE MACERICH COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share amounts)
(Unaudited)

9. Mortgage Notes Payable:

Mortgage notes payable consist of the following:

 

 

Carrying Amount of Mortgage Notes(a)

 

 

 

Monthly

 

 

 

 

 

September 30, 2007

 

December 31, 2006

 

Interest

 

Payment

 

Maturity

 

Property Pledged as Collateral

 

 

 

Other

 

Related Party

 

Other

 

Related Party

 

Rate

 

Term(b)

 

Date

 

Borgata(c)

 

$

 

 

$

 

 

$

14,885

 

 

$

 

 

 

5.39

%

 

 

$

 

 

 

 

 

Capitola Mall

 

 

 

39,746

 

 

 

 

40,999

 

 

 

7.13

%

 

 

380

 

 

 

2011

 

 

Carmel Plaza

 

26,362

 

 

 

 

26,674

 

 

 

 

 

8.18

%

 

 

202

 

 

 

2009

 

 

Casa Grande(d)

 

45,544

 

 

 

 

7,304

 

 

 

 

 

6.67

%

 

 

253

 

 

 

2009

 

 

Chandler Fashion Center

 

170,584

 

 

 

 

172,904

 

 

 

 

 

5.48

%

 

 

1,043

 

 

 

2012

 

 

Chesterfield Towne Center(e)

 

56,077

 

 

 

 

57,155

 

 

 

 

 

9.07

%

 

 

548

 

 

 

2024

 

 

Danbury Fair Mall

 

178,095

 

 

 

 

182,877

 

 

 

 

 

4.64

%

 

 

1,225

 

 

 

2011

 

 

Deptford Mall(f)

 

172,500

 

 

 

 

100,000

 

 

 

 

 

5.41

%

 

 

778

 

 

 

2013

 

 

Eastview Commons

 

8,891

 

 

 

 

9,117

 

 

 

 

 

5.46

%

 

 

66

 

 

 

2010

 

 

Eastview Mall

 

101,484

 

 

 

 

102,873

 

 

 

 

 

5.10

%

 

 

592

 

 

 

2014

 

 

Fiesta Mall

 

84,000

 

 

 

 

84,000

 

 

 

 

 

4.88

%

 

 

341

 

 

 

2015

 

 

Flagstaff Mall

 

37,000

 

 

 

 

37,000

 

 

 

 

 

4.97

%

 

 

153

 

 

 

2015

 

 

FlatIron Crossing

 

188,580

 

 

 

 

191,046

 

 

 

 

 

5.23

%

 

 

1,102

 

 

 

2013

 

 

Freehold Raceway Mall

 

179,164

 

 

 

 

183,505

 

 

 

 

 

4.68

%

 

 

1,184

 

 

 

2011

 

 

Fresno Fashion Fair

 

63,850

 

 

 

 

64,595

 

 

 

 

 

6.52

%

 

 

437

 

 

 

2008

 

 

Great Northern Mall

 

40,455

 

 

 

 

40,947

 

 

 

 

 

5.19

%

 

 

234

 

 

 

2013

 

 

Greece Ridge Center(g)

 

72,000

 

 

 

 

72,000

 

 

 

 

 

6.40

%

 

 

384

 

 

 

2008

 

 

Hilton Village(h)

 

8,600

 

 

 

 

 

 

 

 

 

5.21

%

 

 

37

 

 

 

2012

 

 

La Cumbre Plaza(i)

 

30,000

 

 

 

 

30,000

 

 

 

 

 

6.63

%

 

 

166

 

 

 

2008

 

 

La Encantada(j)

 

 

 

78,000

 

 

51,000

 

 

 

 

 

5.60

%

 

 

364

 

 

 

2012

 

 

Marketplace Mall

 

39,633

 

 

 

 

40,473

 

 

 

 

 

5.30

%

 

 

267

 

 

 

2017

 

 

Northridge Mall(k)

 

81,476

 

 

 

 

82,514

 

 

 

 

 

4.84

%

 

 

453

 

 

 

2009

 

 

Oaks, The(l)

 

 

 

 

 

92,000

 

 

 

 

 

5.37

%

 

 

 

 

 

 

 

Pacific View

 

89,211

 

 

 

 

90,231

 

 

 

 

 

7.16

%

 

 

649

 

 

 

2011

 

 

Panorama Mall(m)

 

50,000

 

 

 

 

50,000

 

 

 

 

 

5.98

%

 

 

249

 

 

 

2010

 

 

Paradise Valley Mall(n)

 

 

 

 

 

74,990

 

 

 

 

 

5.89

%

 

 

 

 

 

 

 

Paradise Valley Mall

 

21,466

 

 

 

 

22,154

 

 

 

 

 

5.89

%

 

 

183

 

 

 

2009

 

 

Pittsford Plaza

 

24,770

 

 

 

 

25,278

 

 

 

 

 

5.02

%

 

 

159

 

 

 

2013

 

 

Pittsford Plaza(o)

 

5,485

 

 

 

 

 

 

 

 

 

6.19

%

 

 

28

 

 

 

2013

 

 

Prescott Gateway

 

60,000

 

 

 

 

60,000

 

 

 

 

 

5.78

%

 

 

289

 

 

 

2011

 

 

Queens Center

 

90,913

 

 

 

 

92,039

 

 

 

 

 

6.88

%

 

 

633

 

 

 

2009

 

 

Queens Center

 

108,999

 

 

108,999

 

 

110,313

 

 

110,312

 

 

 

7.00

%

 

 

1,501

 

 

 

2013

 

 

Rimrock Mall

 

42,988

 

 

 

 

43,452

 

 

 

 

 

7.45

%

 

 

320

 

 

 

2011

 

 

Salisbury, Center at

 

115,000

 

 

 

 

115,000

 

 

 

 

 

5.79

%

 

 

555

 

 

 

2016

 

 

Santa Monica Place

 

79,291

 

 

 

 

80,073

 

 

 

 

 

7.70

%

 

 

606

 

 

 

2010

 

 

Shoppingtown Mall

 

45,046

 

 

 

 

46,217

 

 

 

 

 

5.01

%

 

 

319

 

 

 

2011

 

 

South Plains Mall

 

58,979

 

 

 

 

59,681

 

 

 

 

 

8.22

%

 

 

454

 

 

 

2009

 

 

South Towne Center

 

64,000

 

 

 

 

64,000

 

 

 

 

 

6.61

%

 

 

353

 

 

 

2008

 

 

Towne Mall

 

14,954

 

 

 

 

15,291

 

 

 

 

 

4.99

%

 

 

100

 

 

 

2012

 

 

Twenty Ninth Street(p)

 

108,302

 

 

 

 

94,080

 

 

 

 

 

5.95

%

 

 

537

 

 

 

2009

 

 

Valley River Center(q)

 

120,000

 

 

 

 

100,000

 

 

 

 

 

5.59

%

 

 

558

 

 

 

2016

 

 

Valley View Center

 

125,000

 

 

 

 

125,000

 

 

 

 

 

5.72

%

 

 

596

 

 

 

2011

 

 

Victor Valley, Mall of

 

51,522

 

 

 

 

52,429

 

 

 

 

 

4.60

%

 

 

304

 

 

 

2008

 

 

Village Fair North

 

10,964

 

 

 

 

11,210

 

 

 

 

 

5.89

%

 

 

82

 

 

 

2008

 

 

Vintage Faire Mall

 

64,638

 

 

 

 

65,363

 

 

 

 

 

7.89

%

 

 

508

 

 

 

2010

 

 

 

19




THE MACERICH COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share amounts)
(Unaudited)

9. Mortgage Notes Payable: (Continued)

 

 

Carrying Amount of Mortgage Notes(a)

 

 

 

Monthly

 

 

 

 

 

September 30, 2007

 

December 31, 2006

 

Interest

 

Payment

 

Maturity

 

Property Pledged as Collateral

 

 

 

Other

 

Related Party

 

Other

 

Related Party

 

Rate

 

Term(b)

 

Date

 

Westside Pavilion

 

92,419

 

 

 

 

93,513

 

 

 

 

 

6.67

%

 

 

628

 

 

 

2008

 

 

Wilton Mall

 

45,126

 

 

 

 

46,604

 

 

 

 

 

4.79

%

 

 

349

 

 

 

2009

 

 

 

 

$

3,073,368

 

 

$

226,745

 

 

$

3,179,787

 

 

$

151,311

 

 

 

 

 

 

 

 

 

 

 

 

 

 


(a)              The mortgage notes payable balances include the unamortized debt premiums (discount). Debt premiums (discount) represent the excess (deficiency) of the fair value of debt over (under) 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 interest rate represents the effective interest rate, including the debt premium (discount).

Debt premiums (discounts) consist of the following:

 

 

September 30,

 

December 31,

 

Property Pledged as Collateral

 

 

 

2007

 

2006

 

Borgata

 

 

$

 

 

 

$

245

 

 

Danbury Fair Mall

 

 

14,471

 

 

 

17,634

 

 

Eastview Commons

 

 

624

 

 

 

776

 

 

Eastview Mall

 

 

1,806

 

 

 

2,018

 

 

Freehold Raceway Mall

 

 

13,231

 

 

 

15,806

 

 

Great Northern Mall

 

 

(171

)

 

 

(191

)

 

Marketplace Mall

 

 

1,691

 

 

 

1,813

 

 

Paradise Valley Mall

 

 

 

 

 

2

 

 

Paradise Valley Mall

 

 

465

 

 

 

685

 

 

Pittsford Plaza

 

 

899

 

 

 

1,025

 

 

Shoppingtown Mall

 

 

4,004

 

 

 

4,813

 

 

Towne Mall

 

 

488

 

 

 

558

 

 

Victor Valley, Mall of

 

 

135

 

 

 

377

 

 

Village Fair North

 

 

73

 

 

 

146

 

 

Wilton Mall

 

 

3,096

 

 

 

4,195

 

 

 

 

 

$

40,812

 

 

 

$

49,902

 

 

 

(b)             This represents the monthly payment of principal and interest.

(c)              This loan was paid off in full on July 11, 2007.

(d)             The construction loan allows for total borrowings of up to $110,000, and bears interest at LIBOR plus a spread of 1.20% to 1.40% depending on certain conditions. The loan matures in August 2009, with two one-year extension options. At September 30, 2007 and December 31, 2006, the total interest rate was 6.67% and 6.75%, respectively.

(e)              In addition to monthly principal and interest payments, 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 exceeds a base amount. Contingent interest expense recognized by the Company was $109 and $75 for the three months ended September 30, 2007 and 2006, and $300 and $287 for the nine months ended September 30, 2007 and 2006, respectively.

(f)               On May 23, 2007, the Company borrowed an additional $72,500 under the loan agreement at a fixed rate of 5.38%. The total interest rate at September 30, 2007 and December 31, 2006, was 5.41% and 5.58%, respectively.

(g)              The floating rate loan bears interest at LIBOR plus 0.65%. The Company has stepped interest rate cap agreements over the term of the loan that effectively prevent LIBOR from exceeding 7.95%. At September 30, 2007 and December 31, 2006, the total interest rate was 6.4% and 6.0%, respectively. In July 2007, the loan was extended until November 6, 2008.

(h)             On September 5, 2007, the Company purchased the 50% outside ownership interests in the property, and now consolidates the $8,600 loan that bears interest at a fixed rate of 5.21% and matures on February 1, 2012.

20




THE MACERICH COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share amounts)
(Unaudited)

9. Mortgage Notes Payable: (Continued)

(i)                The floating rate loan bears interest at LIBOR plus 0.88% .In July 2007, the Company extended the maturity to August 9, 2008, and has an option to extend the maturity for an additional year. The Company has an interest rate cap agreement over the loan term which effectively prevents LIBOR from exceeding 7.12%. At September 30, 2007 and December 31, 2006, the total interest rate was 6.63% and 6.23%, respectively.

(j)                On March 23, 2007, the Company paid off the $51,000 interest only loan on the property. On May 15, 2007, the Company placed a new $78,000 loan on the property that bears interest at a fixed rate of 5.60% and matures on June 1, 2012.

(k)             The loan bore interest at LIBOR plus 2.0% for six months and then converted at January 1, 2005 to a fixed rate loan at 4.94%. The effective interest rate over the entire term is 4.84%.

(l)                The loan was paid off in full on February 2, 2007.

(m)          The floating rate loan bears interest at LIBOR plus 0.85% and matures in February 2010. There is an interest rate cap agreement on this loan which effectively prevents LIBOR from exceeding 6.65%. At September 30, 2007 and December 31, 2006, the total interest rate was 5.98% and 6.23%, respectively.

(n)             The loan was paid off in full on January 2, 2007.

(o)             On July 3, 2007, the Company obtained a construction loan that provides for borrowings of up to $15,000, bears interest at a fixed rate of 6.19% and matures on January 1, 2013.

(p)             The construction loan allows for total borrowings of up to $115,000, and bears interest at LIBOR plus a spread of 1.1% to 1.25% depending on certain conditions. The loan matures in June 2009, with a one-year extension option. At September 30, 2007 and December 31, 2006, the total interest rate was 5.95% and 6.67%, respectively.

(q)             Concurrent with the acquisition of this property, the Company placed a $100,000 loan that bears interest at 5.58% and matures on February 16, 2016. On January 23, 2007, the Company exercised an earn-out provision under the loan agreement and borrowed an additional $20,000 at a fixed rate of 5.64%. The total interest rate at September 30, 2007 and December 31, 2006, was 5.59% and 5.58%, respectively.

Most of the mortgage loan agreements contain a prepayment penalty provision for the early extinguishment of the debt.

Total interest expense capitalized was $9,836 and $4,443 for the three months ended September 30, 2007 and 2006 and $24,127 and $10,583 and for the nine months ended September 30, 2007 and 2006, respectively.

The fair value of mortgage notes payable is estimated to be approximately $3,376,929 and $3,368,727, at September 30, 2007 and December 31, 2006, respectively, based on current interest rates for comparable loans.

10. Bank and Other Notes Payable:

Bank and other notes payable consist of the following:

Convertible Senior Notes

On March 16, 2007, the Company issued $950,000 in convertible senior notes (“Senior Notes”) that are to mature on March 15, 2012. The Senior Notes bear interest at 3.25%, payable semiannually, are senior unsecured debt of the Company and are guaranteed by the Operating Partnership. Prior to December 14, 2011, upon the occurrence of certain specified events, the Senior Notes will be convertible at the option of holder into cash, shares of the Company’s common stock or a combination of cash and shares of the Company’s common stock, at the election of the Company, at an initial conversion rate of 8.9702

21




THE MACERICH COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share amounts)
(Unaudited)

10. Bank and Other Notes Payable: (Continued)

shares per $1 principal amount. On and after December 15, 2011, the Senior Notes will be convertible at any time prior to the second business day preceding the maturity date at the option of the holder at the initial conversion rate. The initial conversion price of approximately $111.48 per share represents a 20% premium over the closing price of the Company’s common stock on March 12, 2007. The initial conversion rate is subject to adjustment in certain circumstances. Holders of the Senior Notes will not have the right to require the Company to repurchase the Senior Notes prior to maturity except in connection with the occurrence of certain fundamental change transactions. The carrying value of the Senior Notes at September 30, 2007, includes an unamortized discount of $8,466 incurred at issuance and is amortized into interest expense over the term of the Senior Notes in a manner that approximates the effective interest method. As of September 30, 2007, the effective interest rate was 3.48%.

In connection with the issuance of the Senior Notes, the Company purchased two capped calls (“Capped Calls”) from affiliates of the initial purchasers of the Senior Notes. The Capped Calls effectively increased the conversion price of the Senior Notes to approximately $130.06, which represents a 40% premium to the March 12, 2007 closing price of $92.90 per common share of the Company. The Capped Calls are expected to generally reduce the potential dilution upon exchange of the Senior Notes in the event the market value per share of the Company’s common stock, as measured under the terms of the relevant settlement date, is greater than the strike price of the Capped Calls. If, however, the market value per share of the Company’s common stock exceeds $130.06 per common share, then the dilution mitigation under the Capped Calls will be capped, which means there would be dilution from exchange of the Senior Notes to the extent that the market value per share of the Company’s common stock exceeds $130.06. The cost of the Capped Calls was approximately $59,850 and was recorded as a charge to “Additional paid-in capital”.

Line of Credit

The Company has a $1,500,000 revolving line of credit that matures on April 25, 2010 with a one-year extension option. The interest rate fluctuates from LIBOR plus 0.75% to LIBOR plus 1.10% depending on the Company’s overall leverage. The Company has an interest rate swap agreement that effectively fixed the interest rate on $400,000 of the outstanding balance of the line of credit at 6.23% until April 25, 2011. As of September 30, 2007 and December 31, 2006, borrowings outstanding were $405,000 and $934,500 at an average interest rate, excluding the $400,000 swapped portion, of 6.03% and 6.60%, respectively.

Term Notes

On May 13, 2003, the Company issued $250,000 in unsecured notes that were to mature in May 2007 with a one-year extension option and bore interest at LIBOR plus 2.50%. These notes were repaid in full on March 16, 2007, from the proceeds of the Senior Notes offering. At December 31, 2006, all of the notes were outstanding at an interest rate of 6.94%.

On April 25, 2005, the Company obtained a five-year, $450,000 term loan bearing interest at LIBOR plus 1.50%. In November 2005, the Company entered into an interest rate swap agreement that effectively

22




THE MACERICH COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share amounts)
(Unaudited)

10. Bank and Other Notes Payable: (Continued)

fixed the interest rate of the term loan at 6.30% from December 1, 2005 to April 25, 2010. As of September 30, 2007 and December 31, 2006, the entire term loan was outstanding with an effective interest rate of 6.30%.

On July 27, 2006, concurrent with the sale of Greeley Mall (See Note 14—Discontinued Operations), the Company provided marketable securities to replace Greeley Mall as collateral for the mortgage note payable on the property (See Note 7—Marketable Securities).  As a result of this transaction, the debt was reclassified to bank and other notes payable. This note bears interest at 6.18% and matures in September 2013. As of September 30, 2007 and December 31, 2006, the note had a balance outstanding of $27,832 and $28,281, respectively. The fair value is estimated to be $29,291 and $29,288 at September 30, 2007 and December 31, 2006, respectively, based on current interest rates on comparable loans.

As of September 30, 2007 and December 31, 2006, the Company was in compliance with all applicable loan covenants.

11. Related-Party Transactions:

Certain unconsolidated joint ventures have engaged the Management Companies to manage the operations of the Centers. Under these arrangements, the Management Companies are reimbursed for compensation paid to on-site employees, leasing agents and project managers at the Centers, as well as insurance costs and other administrative expenses.

The following fees were charged to unconsolidated joint ventures:

 

 

For the Three Months
Ended

 

For the Nine Months
Ended

 

 

 

September 30,

 

September 30,

 

 

 

   2007   

 

   2006   

 

   2007   

 

   2006   

 

Management Fees

 

 

 

 

 

 

 

 

 

 

 

 

 

MMC

 

 

$

2,622

 

 

 

$

2,601

 

 

$

7,728

 

$

7,632

 

Westcor Management Companies

 

 

1,722

 

 

 

1,677

 

 

4,983

 

5,016

 

Wilmorite Management Companies

 

 

416

 

 

 

480

 

 

1,189

 

1,192

 

 

 

 

$

4,760

 

 

 

$

4,758

 

 

$

13,900

 

$

13,840

 

Development and Leasing Fees

 

 

 

 

 

 

 

 

 

 

 

 

 

MMC

 

 

$

156

 

 

 

$

87

 

 

$

339

 

$

576

 

Westcor Management Companies

 

 

2,595

 

 

 

1,556

 

 

6,983

 

3,239

 

Wilmorite Management Companies

 

 

 

 

 

7

 

 

50

 

79

 

 

 

 

$

2,751

 

 

 

$

1,650

 

 

$

7,372

 

$

3,894

 

 

Certain mortgage notes on the properties are held by NML (See Note 9—Mortgage Notes Payable). Interest expense in connection with these notes was $3,772 and $2,730 for the three months ended September 30, 2007 and 2006, and $9,634 and $8,142 for the nine months ended September 30, 2007 and 2006, respectively. Included in accounts payable and accrued expenses is interest payable to these partners of $1,113 and $793 at September 30, 2007 and December 31, 2006, respectively.

23




THE MACERICH COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share amounts)
(Unaudited)

11. Related-Party Transactions: (Continued)

As of September 30, 2007 and December 31, 2006, the Company had loans to unconsolidated joint ventures of $488 and $708, respectively. Interest income associated with these notes was $11 and $14 for the three months ended September 30, 2007 and 2006 and $33 and $59 for the nine months ended September 30, 2007 and 2006, respectively. These loans represent initial funds advanced to development stage projects prior to construction loan funding. Correspondingly, loan payables in the same amount have been accrued as an obligation by the various joint ventures.

Due from affiliates of $2,263 and $4,282 at September 30, 2007 and December 31, 2006, respectively, represents unreimbursed costs and fees due from unconsolidated joint ventures under management agreements.

Certain Company officers and affiliates have guaranteed mortgages of $21,750 at one of the Company’s joint venture properties.

12. Stock Repurchase Program:

On March 16, 2007, the Company repurchased 807,000 shares for $74,970 concurrent with the Senior Notes offering (See Note 10—Bank and Other Notes Payable). These shares were repurchased pursuant to the Company’s stock repurchase program authorized by the Company’s Board of Directors on March 9, 2007. This repurchase program ended on March 16, 2007 because the maximum shares allowed to be repurchased under the program was reached.

13. Acquisitions:

The following were acquisitions completed by the Company in 2007 and 2006:

Valley River:

On February 1, 2006, the Company acquired Valley River Center, an 835,694 square foot super-regional mall in Eugene, Oregon. The total purchase price was $187,500 and concurrent with the acquisition, the Company placed a $100,000 ten-year loan on the property. On January 23, 2007, the Company exercised an earn-out provision under the loan agreement and borrowed an additional $20,000. The balance of the purchase price was funded by cash and borrowings under the Company’s line of credit. The results of Valley River Center’s operations have been included in the Company’s consolidated financial statements since the acquisition date.

Federated:

On July 26, 2006, the Company purchased 11 department stores located in 10 of its Centers from Federated Department Stores, Inc. (“Federated”) for approximately $100,000. The purchase price consisted of a $93,000 cash payment at closing and a $7,000 cash payment on March 29, 2007 paid in connection with a development work commitment by Federated. The Company’s share of the purchase price of $81,043 was funded in part from the proceeds of sales of properties and from borrowings under the Company’s line of credit. The balance of the purchase price was paid by the Company’s joint venture partners where four of the eleven stores are located. The purchase price allocation included in the

24




THE MACERICH COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share amounts)
(Unaudited)

13. Acquisitions: (Continued)

Company’s balance sheet as of September 30, 2007 and December 31, 2006 was based upon the receipt of a third-party valuation report.

Deptford:

On December 1, 2006, the Company acquired Deptford Mall, a 1,039,840 square foot super-regional mall in Deptford, New Jersey. The total purchase price was $240,055. The purchase price was funded by cash and borrowings under the Company’s line of credit. Subsequently in 2006, the Company placed a $100,000 six-year loan on the property. On May 23, 2007, the Company borrowed an additional $72,500 under the loan agreement. The proceeds from the two borrowings were used to pay down the Company’s line of credit. The results of Deptford Mall’s operations have been included in the Company’s consolidated financial statements since the acquisition date. The purchase price allocation included in the Company’s balance sheet as of December 31, 2006 was based on information available at that time. Subsequent adjustment to the allocation was made during the three months ended March 31, 2007 based upon the receipt of a third-party valuation report.

Hilton Village:

On September 5, 2007, the Company purchased the 50% outside ownership interest in Hilton Village, a 96,546 square foot specialty center in Scottsdale, Arizona. The total purchase price of $13,500 was funded by cash, borrowings under the Company’s line of credit and the assumption of a mortgage note payable. The Center was previously accounted for under the equity method as an investment in unconsolidated joint ventures. The results of Hilton Village’s operations have been included in the Company’s consolidated financial statements since the acquisition date.

14. Discontinued Operations:

The following were dispositions completed by the Company in 2006:

On June 9, 2006, the Company sold Scottsdale/101 for $117,600 resulting in a gain on sale of asset of $62,633. The Company’s share of the gain was $25,802 in 2006. The Company’s pro rata share of the proceeds were used to pay down the Company’s line of credit.

On July 13, 2006, the Company sold Park Lane Mall for $20,000 resulting in a gain on sale of asset of $5,853 in 2006.

On July 27, 2006, the Company sold Holiday Village and Greeley Mall in a combined sale for $86,800, resulting in a gain on sale of asset of $28,711 in 2006. Concurrent with the sale, the Company defeased the mortgage note payable on Greeley Mall. As a result of the defeasance, the lender’s secured interest in the property was replaced with a secured interest in marketable securities (See Note 7—Marketable Securities). This transaction did not meet the criteria for extinguishment of debt under SFAS No. 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishment of Liabilities.”

On August 11, 2006, the Company sold Great Falls Marketplace for $27,500 resulting in a gain on sale of asset of $11,826 in 2006.

25




THE MACERICH COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share amounts)
(Unaudited)

14. Discontinued Operations: (Continued)

The proceeds from the sale of Park Lane Mall, Holiday Village, Greeley Mall and Great Falls Marketplace were used in part to fund the Company’s pro rata share of the purchase price of the Federated stores acquisition (See Note 13—Acquisitions) and pay down the Company’s line of credit.

On December 29, 2006, the Company sold Citadel Mall, Northwest Arkansas Mall and Crossroads Mall in a combined sale for $373,800, resulting in a gain of $132,671 in 2006. The proceeds were used to pay down the Company’s line of credit and pay off the mortgage note payable on Paradise Valley Mall (See Note 9—Mortgage Notes Payable).

The Company has classified the results of operations for the three and nine months ended September 30, 2007 and 2006 for all of the above dispositions as discontinued operations.

Loss on sale of assets from discontinued operations of $905 and $2,325 for the three and nine months ended September 30, 2007, consisted of additional costs related to properties sold in 2006.

Revenues and income from discontinued operations were as follows:

 

 

For the Three Months Ended

 

For the Nine Months Ended

 

 

 

September 30,

 

September 30,

 

 

 

       2007       

 

       2006       

 

       2007       

 

       2006       

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Scottsdale/101

 

 

$

10

 

 

 

$

(11

)

 

 

$

53

 

 

 

$

4,632

 

 

Park Lane Mall

 

 

 

 

 

106

 

 

 

14

 

 

 

1,505

 

 

Holiday Village

 

 

27

 

 

 

353

 

 

 

160

 

 

 

2,823

 

 

Greeley Mall

 

 

 

 

 

443

 

 

 

(4

)

 

 

4,345

 

 

Great Falls Marketplace

 

 

 

 

 

230

 

 

 

 

 

 

1,559

 

 

Citadel Mall

 

 

 

 

 

4,165

 

 

 

47

 

 

 

12,319

 

 

Northwest Arkansas Mall

 

 

 

 

 

3,075

 

 

 

33

 

 

 

9,595

 

 

Crossroads Mall

 

 

 

 

 

2,789

 

 

 

(26

)

 

 

8,635

 

 

 

 

 

$

37

 

 

 

$

11,150

 

 

 

$

277

 

 

 

$

45,413

 

 

Income from discontinued operations:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Scottsdale/101

 

 

$

4

 

 

 

$

13

 

 

 

$

13

 

 

 

$

325

 

 

Park Lane Mall

 

 

 

 

 

(62

)

 

 

19

 

 

 

31

 

 

Holiday Village

 

 

18

 

 

 

125

 

 

 

132

 

 

 

1,101

 

 

Greeley Mall

 

 

178

 

 

 

(85

)

 

 

(80

)

 

 

593

 

 

Great Falls Marketplace

 

 

(2

)

 

 

124

 

 

 

(2

)

 

 

928

 

 

Citadel Mall

 

 

68

 

 

 

741

 

 

 

(66

)

 

 

1,863

 

 

Northwest Arkansas Mall

 

 

(1

)

 

 

691

 

 

 

22

 

 

 

2,420

 

 

Crossroads Mall

 

 

(28

)

 

 

15

 

 

 

22

 

 

 

1,980

 

 

 

 

 

$

237

 

 

 

$

1,562

 

 

 

$

60

 

 

 

$

9,241

 

 

 

26




THE MACERICH COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share amounts)
(Unaudited)

15. Commitments and Contingencies:

The Company has certain properties that are subject to non-cancelable operating ground leases. The leases expire at various times through 2097, 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 in the lease agreements. Ground rent expenses were $961 and $1,253 for the three months ended September 30, 2007 and 2006, and $2,679 and $3,367 for the nine months ended September 30, 2007 and 2006, respectively. No contingent rent was incurred in either period.

As of September 30, 2007 and December 31, 2006, the Company was contingently liable for $6,935 and $6,087, respectively, in letters of credit guaranteeing performance by the Company of certain obligations relating to the Centers. The Company does not believe that these letters of credit will result in a liability to the Company. In addition, the Company has a $24,000 letter of credit that serves as collateral to a liability assumed in the acquisition of Shoppingtown Mall in 2005.

16. Share and Unit-Based Plans:

The Company has established share and unit-based compensation plans for the purpose of attracting and retaining executive officers, directors and key employees. The share-based compensation plans provide for grants of stock awards, stock options, operating partnership units and phantom stock units. In addition, the Company has established an Employee Stock Purchase Plan to allow employees to purchase the Company’s common stock at a discount.

On January 1, 2006, the Company adopted SFAS No. 123(R), “Share-Based Payment,” to account for its share and unit-based compensation plans using the modified-prospective method. Accordingly, prior period amounts have not been restated. Under SFAS No. 123(R), an equity instrument is not recorded to common stockholders’ equity until the related compensation expense is recorded over the requisite service period of the award. The Company records compensation cost on a straight-line basis for awards, excluding the market-indexed awards under the Long-Term Incentive Plan (“LTIP”). Compensation cost for the market-indexed LTIP awards are recognized under the graded attribution method.

Prior to the adoption of SFAS No. 123(R), and in accordance with the previous accounting guidance, the Company recognized compensation expense and an increase to additional paid in capital for the fair value of vested stock awards and stock options. In addition, the Company recognized compensation expense and a corresponding liability for the fair value of vested stock units issued under the Eligible Directors’ Deferred Compensation/Phantom Stock Plan.

The following summarizes the compensation cost under share-based plans:

 

 

For the Three Months Ended

 

For the Nine Months Ended

 

 

 

September 30,

 

September 30,

 

 

 

       2007       

 

       2006       

 

       2007       

 

       2006       

 

LTIP units

 

 

$

2,172

 

 

 

$

 

 

 

$

6,220

 

 

 

$

 

 

Stock awards

 

 

3,164

 

 

 

3,108

 

 

 

9,160

 

 

 

9,095

 

 

Stock options

 

 

44

 

 

 

 

 

 

44

 

 

 

 

 

Phantom stock units

 

 

147

 

 

 

133

 

 

 

437

 

 

 

399

 

 

 

 

 

$

5,527

 

 

 

$

3,241

 

 

 

$

15,861

 

 

 

$

9,494

 

 

 

27




THE MACERICH COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share amounts)
(Unaudited)

16. Share and Unit-Based Plans: (Continued)

The following table summarizes the activity of LTIP unit awards:

 

 

 

 

Weighted

 

 

 

 

 

Average

 

 

 

Number of

 

Grant Date

 

 

 

Units

 

Fair Value

 

Balance at January 1, 2007

 

 

215,709

 

 

 

$

52.18

 

 

Granted

 

 

57,258

 

 

 

$

64.35

 

 

Vested

 

 

 

 

 

$

 

 

Forfeited

 

 

 

 

 

$

 

 

Balance at September 30, 2007

 

 

272,967

 

 

 

$

54.73

 

 

 

As of September 30, 2007, there was $8,039 of unrecognized compensation cost related to non-vested LTIP units, which is expected to be recognized over the three year period ending December 31, 2009.

The following table summarizes the activity of non-vested stock awards:

 

 

 

 

Weighted

 

 

 

 

 

Average

 

 

 

Number of

 

Grant Date

 

 

 

Shares

 

Fair Value

 

Balance at January 1, 2007

 

 

392,294

 

 

 

$

61.06

 

 

Granted

 

 

150,057

 

 

 

$

92.36

 

 

Vested

 

 

(201,311

)

 

 

$

56.89

 

 

Forfeited

 

 

(4,770

)

 

 

$

76.05

 

 

Balance at September 30, 2007

 

 

336,270

 

 

 

$

78.38

 

 

 

The following table summarizes the activity of stock options:

 

 

 

 

Weighted

 

 

 

 

 

Average

 

 

 

Number of

 

Exercise

 

 

 

Options

 

Price

 

Balance at January 1, 2007

 

 

2,500

 

 

 

$

39.43

 

 

Granted

 

 

100,000

 

 

 

$

82.14

 

 

Exercised

 

 

 

 

 

 

 

Forfeited

 

 

 

 

 

 

 

Balance at September 30, 2007

 

 

102,500

 

 

 

$

81.10

 

 

 

On September 4, 2007, the Company granted 100,000 stock options to an officer under the 2003 Equity Incentive Plan. The options have an exercise price of $82.14 per share and a ten-year term. Options vest 331¤3% on each of the three subsequent anniversaries of the date of grant and are generally contingent upon the officer’s employment with the Company.

28




THE MACERICH COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share amounts)
(Unaudited)

16. Share and Unit-Based Plans: (Continued)

The Company has estimated the fair value of the stock option award at $17.87 per share using the Black-Scholes Option Pricing Model based upon the following assumptions: volatility of 22.83%, dividend yield of 3.46%, risk free rate of 4.56%, a current value of $82.14 and an expected term of eight years. The assumptions for volatility and dividend yield were based on the Company’s historical experience as a publicly traded company, the current value was based on the closing price on the date of grant, and the risk free rate was based upon the interest rate of the 10-year treasury bond on the date of grant.

The Company recognizes compensation cost using the straight-line method over the three-year vesting period.

The following table summarizes the activity of the non-vested phantom stock units:

 

 

 

 

Weighted

 

 

 

 

 

Average

 

 

 

Number of

 

Grant Date

 

 

 

Units

 

Fair Value

 

Balance at January 1, 2007

 

 

 

 

 

$

 

 

Granted

 

 

12,355

 

 

 

$

84.40

 

 

Vested

 

 

(5,135

)

 

 

$

85.13

 

 

Forfeited

 

 

 

 

 

$

 

 

Balance at September 30, 2007

 

 

7,220

 

 

 

$

83.87

 

 

 

17. Cumulative Convertible Redeemable Preferred Stock:

On February 25, 1998, the Company issued 3,627,131 shares of Series A cumulative convertible redeemable preferred stock (“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.

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 have not been declared and/or paid.

The holder of the Series A Preferred Stock has redemption rights if a change in control of the Company occurs, as defined under the Articles Supplementary. Under such circumstances, the holder of the Series A Preferred Stock is entitled to require the Company to redeem its shares, to the extent the Company has funds legally available therefor, at a price equal to 105% of its liquidation preference plus accrued and unpaid dividends. The Series A Preferred Stock holder also has the right to require the Company to repurchase its shares if the Company fails to be taxed as a REIT for federal tax purposes at a price equal to 115% of its liquidation preference plus accrued and unpaid dividends, to the extent funds are legally available therefor.

On October 18, 2007, the holder of the Series A Preferred Stock converted 560,000 shares to common shares.

29




THE MACERICH COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share amounts)
(Unaudited)

18. Income Taxes:

The Company elected to be taxed as a REIT under the Internal Revenue Code of 1986, as amended, commencing with its taxable year ended December 31, 1994. To qualify as a REIT, the Company must meet a number of organizational and operational requirements, including a requirement that it distribute at least 90% of its taxable income to its stockholders. It is management’s current intention to adhere to these requirements and maintain the Company’s REIT status. As a REIT, the Company generally will not be subject to corporate level federal income tax on net income it distributes currently to its stockholders. If the Company fails to qualify as a REIT in any taxable year, then it will be subject to federal income taxes at regular corporate rates (including any applicable alternative minimum tax) and may not be able to qualify as a REIT for four subsequent taxable years. Even if the Company qualifies for taxation as a REIT, the Company may be subject to certain state and local taxes on its income and property and to federal income and excise taxes on its undistributed taxable income, if any.

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.

The Company has made Taxable REIT Subsidiary elections for all of its corporate subsidiaries other than its Qualified REIT Subsidiaries. The elections, effective for the year beginning January 1, 2001 and future years, were made pursuant to section 856(l) of the Internal Revenue Code. The Company’s Taxable REIT Subsidiaries (“TRSs”) are subject to corporate level income taxes which are provided for in the Company’s consolidated financial statements. The Company’s primary TRSs include Macerich Management Company and Westcor Partners, L.L.C.

The income tax benefit (expense) of the TRSs is as follows:

 

 

For the Three Months

 

For the Nine Months

 

 

 

Ended September 30,

 

Ended September 30,

 

 

 

    2007    

 

    2006    

 

    2007    

 

    2006    

 

Current

 

 

$

 

 

 

$

 

 

 

$

(17

)

 

 

$

(20

)

 

Deferred

 

 

(429

)

 

 

(535

)

 

 

495

 

 

 

(199

)

 

 

 

 

$

(429

)

 

 

$

(535

)

 

 

$

478

 

 

 

$

(219

)

 

 

SFAS No. 109 requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The deferred tax assets and liabilities of the TRSs relate primarily to differences in the book and tax bases of property and to operating loss carryforwards for federal and state income tax purposes. A valuation allowance for deferred tax assets is provided if the Company believes it is more likely than not that all or some portion of the deferred tax assets will not be realized. Realization of deferred tax assets is dependent on the Company generating sufficient taxable income in future periods. The net operating loss carryforwards are currently scheduled to expire through 2026, beginning in 2011. Net deferred tax assets were $12,037 and $11,227 at September 30, 2007 and December 31, 2006, respectively.

30




THE MACERICH COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share amounts)
(Unaudited)

18. Income Taxes: (Continued)

The Company adopted the provisions of FIN 48 on January 1, 2007. The adoption of this standard did not have a material impact on the Company’s results of operations or financial condition. At the adoption date of January 1, 2007, the Company had $1,574 of unrecognized tax benefit, all of which would affect the Company’s effective tax rate if recognized, and which was recorded as a charge to additional paid-in capital. At September 30, 2007, the Company had $1,769 of unrecognized tax benefit. As a result of tax positions taken during the current period, an increase in the unrecognized tax benefit of $173 and a decrease in the unrecognized tax benefit of $275 (relating to the expiration of the statute of limitations for the 2003 tax year) were included in the Company’s consolidated statements of operations.

The tax years 2004-2006 remain open to examination by the taxing jurisdictions to which the Company is subject. The Company does not expect that the total amount of unrecognized tax benefit will change within the next 12 months.

19. Segment Information:

The Company currently operates in one business segment, the acquisition, ownership, development, redevelopment, management and leasing of regional and community shopping centers. Additionally, the Company operates in one geographic area, the United States.

20. Subsequent Events:

On October 26, 2007, the Company declared a dividend/distribution of $0.80 per share for common stockholders, OP unit holders and Series A Preferred stock holders of record on November 15, 2007. In addition, MACWH, LP declared a distribution of $1.06 per unit for its participating convertible preferred unit holders, $1.05 for its non-participating convertible preferred unit holders and $0.80 per unit for its common unit holders of record on November 15, 2007. All dividends/distributions will be paid on December 7, 2007.

On October 18, 2007, the holder of the Series A Preferred Stock converted 560,000 shares to common shares. See Note 17—Cumulative Convertible Redeemable Preferred Stock.

31




Item 2.   Management’s Discussion and Analysis of Financial Condition and Results of Operations

This quarterly report on the Form 10-Q of The Macerich Company (the “Company”) contains or incorporates statements that constitute forward-looking statements. Those statements appear in a number of places in this Form 10-Q and include statements regarding, among other matters, the Company’s growth, acquisition, redevelopment and development opportunities, the Company’s acquisition and other strategies, 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,” “projects,” “predicts,” “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 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 the matters described herein and in the matters described under the caption “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2006, which matters are incorporated herein by reference. The Company will not update any forward-looking information to reflect actual results or changes in the factors affecting the forward-looking information.

Management’s Overview and Summary

The Company is involved in the acquisition, ownership, development, redevelopment, management, and leasing of regional and community shopping centers located throughout the United States. The Company is the sole general partner of, and owns a majority of the ownership interests in, The Macerich Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”). As of September 30, 2007, the Operating Partnership owned or had an ownership interest in 73 regional shopping centers and 18 community shopping centers aggregating approximately 78 million square feet of gross leasable area. These 91 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 Management Companies.

The following discussion is based primarily on the consolidated financial statements of the Company for the three and nine months ended September 30, 2007 and 2006. This information should be read in conjunction with the accompanying consolidated financial statements and notes thereto.

Acquisitions and dispositions:

The financial statements reflect the following acquisitions, dispositions and changes in ownership subsequent to the occurrence of each transaction.

On February 1, 2006, the Company acquired Valley River Center, an 835,694 square foot super-regional mall in Eugene, Oregon. The total purchase price was $187.5 million and concurrent with the acquisition, the Company placed a $100.0 million ten-year loan on the property. The balance of the purchase price was funded by cash and borrowings under the Company’s line of credit.

On June 9, 2006, the Company sold Scottsdale/101, a 564,000 square foot center in Phoenix, Arizona. The sale price was $117.6 million from which $56.0 million was used to payoff the mortgage on the property. The Company’s share of the realized gain was $25.8 million.

On July 13, 2006, the Company sold Park Lane Mall, a 370,000 square foot center in Reno, Nevada, for $20 million resulting in a gain of $5.9 million.

32




On July 26, 2006, the Company purchased 11 department stores located in 10 of its Centers from Federated Department Stores, Inc. (“Federated”) for approximately $100.0 million. The purchase price consisted of a $93.0 million cash payment at closing and a $7.0 million cash payment on March 29, 2007 in connection with a commitment by Federated to perform development work at certain Company properties. The Company’s share of the purchase price was $81.0 million and was funded from the proceeds of sales of Park Lane Mall, Greeley Mall, Holiday Village and Great Falls Marketplace, and from borrowings under the Company’s line of credit. The balance of the purchase price was paid by the Company’s joint venture partners where four of the eleven stores are located.

On July 27, 2006, the Company sold Holiday Village, a 498,000 square foot center in Great Falls, Montana and Greeley Mall, a 564,000 square foot center in Greeley, Colorado, in a combined sale for $86.8 million, resulting in a gain of $28.7 million.

On August 11, 2006, the Company sold Great Falls Marketplace, a 215,000 square foot community center in Great Falls, Montana, for $27.5 million resulting in a gain of $11.8 million.

On December 1, 2006, the Company acquired Deptford Mall, a two-level 1.0 million square foot super-regional mall in Deptford, New Jersey. The total purchase price of $240.1 million was funded by cash and borrowings under the Company’s line of credit. On December 7, 2006, the Company placed a $100.0 million six-year loan bearing interest at a fixed rate of 5.44% on the property. On May 23, 2007, the Company borrowed an additional $72.5 million under the loan agreement.

On December 29, 2006, the Company sold Citadel Mall, a 1,095,000 square foot center in Colorado Springs, Colorado, Crossroads Mall, a 1,268,000 square foot center in Oklahoma City, Oklahoma and Northwest Arkansas Mall, a 820,000 square foot center in Fayetteville, Arkansas, in a combined sale for $373.8 million, resulting in a gain of $132.7 million. The net proceeds were used to pay down the Company’s line of credit and pay off the Company’s $75.0 million loan on Paradise Valley Mall.

On September 5, 2007, the Company purchased the 50% outside ownership interest in Hilton Village, a 97,000 square foot specialty center in Scottsdale, Arizona, for $13.5 million which was funded by cash, borrowings under the Company’s line of credit and the assumption of a mortgage note payable.

Deptford Mall is referred herein as the “2006 Acquisition Center” for the purposes of comparing the results for the three months ended September 30, 2007 to the three months ended September 30, 2006. Valley River Center and Deptford Mall are referred to herein as the “2006 Acquisition Centers” for the purposes of comparing the results of the nine months ended September 30, 2007 to the nine months ended September 30, 2006.

Redevelopment:

The grand opening of the first phase of Twenty Ninth Street, an 817,085 square foot shopping district in Boulder, Colorado, took place on October 13, 2006. The balance of the project was substantially completed in the Summer of 2007.

On November 1, 2006, the Company received Phoenix City Council approval to add up to five mixed-use towers of up to 165 feet at Biltmore Fashion Park. Biltmore Fashion Park is an established luxury destination for first-to-market, high-end and luxury tenants in the metropolitan Phoenix market. The mixed-use towers are planned to be built over time based upon demand.

On January 22, 2007, the Fairfax County Board of Supervisors approved plans for a transit-oriented development at Tysons Corner Center in McLean, Virginia. The expansion will add 3.5 million square feet of mixed-use space to the existing 2.2 million square foot regional shopping center. The project is planned to be built in phases over the next 10 years based on market demand and the expansion of the area’s light rail system. Completion of the entitlement process for Phase I, totaling roughly 1.4 million square feet, is

33




anticipated for the first quarter of 2008. The first phase of the project is anticipated to begin development in late 2009.

In March 2007, the Company submitted its entitlement requests to redevelop Santa Monica Place, a 540,000 square foot shopping center in Santa Monica, California. In 2006, the Company acquired one of the two anchor spaces at Santa Monica Place as a result of its Federated acquisition. The redevelopment is estimated to be completed in late 2009.

The first phase of SanTan Village in Gilbert, Arizona, opened on October 26, 2007. The 1.2 million square foot open-air super regional shopping center opened with over 90% of the retail space committed with Dillard’s and more than 85 specialty retailers joining Harkins Theatres, which opened in March 2007. Approximately 100 retailers are expected to be open in 2007, with the balance of the project opening in phases throughout 2008. Future phases include Dick’s Sporting Goods, Best Buy, Barnes & Noble and up to 13 restaurants.

The first phase of The Promenade at Casa Grande, a 1 million square foot, 130 acre department store anchored hybrid lifestyle center, will open November 16, 2007 in fast-growing Pinal County, Arizona. Ninety percent committed, the first phase of the project will open with approximately 550,000 square feet of mini-majors, including Dillard’s, Target, JCPenney, Bed, Bath & Beyond, Cost Plus World Market, Fashion Bug, Olive Garden, Mimi’s Café and Sports Authority. The project’s second phase, complementary small shops and restaurants, is expected to open in Spring 2008. The Promenade at Casa Grande is 51% owned by the Company.

Flagstaff Mall’s 435,000 square foot lifestyle expansion began opening in phases on October 19, 2007. Phase I of The Marketplace at Flagstaff Mall delivered approximately 240,000 square feet of new retail space including Best Buy, Cost Plus World Market, Home Depot, Linen’s n Things, Marshall’s, Old Navy, Petco and Shoe Pavilion. Phase II, which will consist of village shops, an entertainment plaza and pad space, is expected to be complete in 2009-2010.

On November 8, 2007, Freehold Raceway Mall will open the first phase of a combined expansion and renovation project that will add 96,000 square feet of new retail and restaurant uses to this high-performing regional center in New Jersey. The expansion, which is 85% committed, will add nine new-to-market additions including: Borders, The Cheesecake Factory, P.F. Chang’s, Jared The Gallaria of Jewelry, The Territory Ahead, Ann Taylor, Chico’s, Coldwater Creek and White House/Black Market. The balance of the project is expected to open throughout 2008.

Scottsdale Fashion Square, the 2 million square foot luxury flagship, is undergoing a $130 million redevelopment and expansion. Phase I of the redevelopment and expansion began in September 2007 with demolition of the vacant anchor space acquired as a result of the Federated-May merger and an adjacent parking structure. A 60,000 square foot Barneys New York, the high-end retailer’s first Arizona location, will anchor an additional 100,000 square feet of up to 30 new luxury shops, which is planned to open Fall 2009 in an urban setting on Scottsdale Road. New first-to-market deals recently announced include Bottega Veneta, Grand Lux Café, Salvatore Ferragamo, CH Carolina Herrera, A|X Armani Exchange and Michael Kors.

Construction continues on the combined redevelopment, expansion and interior renovation of The Oaks, an upscale 1.1 million square foot super-regional shopping center in California’s affluent Thousand Oaks. The project is expected to be completed in Fall 2008. The market’s first Nordstrom department store is under construction.

The Company completed the site plan approval process for the 106 acre, 1 million square foot regional shopping center at the core of Estrella Falls on October 22, 2007. Infrastructure development for the 330 acre mixed-use development is underway and the project’s multi-phased opening is expected to

34




begin Fall 2008 with the adjacent 500,000 square foot power center that is currently under construction. The mall is projected to open in phases beginning in 2009.

The “Redevelopment Centers” include Twenty Ninth Street, The Oaks, Santa Monica Place and Westside Pavilion Adjacent.

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 using an annual multiple of increases in the Consumer Price Index (“CPI”). In addition, about 6%-13% of the leases expire each year, 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, historically the majority of the leases required the tenants to pay their pro rata share of operating expenses. In January 2005, the Company began entering into leases that require tenants to pay a stated amount for operating expenses, generally excluding property taxes, regardless of the expenses actually incurred at any Center. This change shifts the burden of cost control to the Company.

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 and the majority of percentage rent is recognized in the fourth quarter. As a result of the above, earnings are generally higher in the fourth quarter.

Critical Accounting Policies

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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. Some of these estimates and assumptions include judgments on revenue recognition, estimates for common area maintenance and real estate tax accruals, provisions for uncollectible accounts, impairment of long-lived assets, the allocation of purchase price between tangible and intangible assets, and estimates for environmental matters. The Company’s significant accounting policies are described in more detail in Note 2 to the audited Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2006. However, the following policies are deemed to be critical.

Revenue Recognition

Minimum rental revenues are recognized on a straight-line basis over the term 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.” Currently, 40% of the mall and freestanding leases contain provisions for CPI rent increases periodically throughout the term of the lease. The Company believes that using an annual multiple of CPI increases, rather than fixed contractual rent increases, results in revenue recognition that more closely matches the cash revenue from each lease and will provide more consistent rent growth throughout the term of the leases. Percentage rents are recognized when the tenants’ specified sales targets have been met. Estimated recoveries from tenants for real estate taxes,

35




insurance and other shopping center operating expenses are recognized as revenues in the period the applicable expenses are incurred.

Property

Costs related to the development, redevelopment, construction and improvement of properties are capitalized. Interest incurred on development, redevelopment and construction projects is capitalized until construction is substantially complete.

Maintenance and repairs expenses are charged to operations as incurred. Costs for major replacements and betterments, which includes HVAC equipment, roofs, parking lots, etc., are capitalized and depreciated over their estimated useful lives. 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

 

5-7 years

 

Equipment and furnishings

 

5-7 years

 

 

Accounting for Acquisitions

The Company accounts for all acquisitions in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 141, “Business Combinations.” The Company will first determine the value of the land and buildings utilizing an “as if vacant” methodology. The Company will then assign a fair value to any debt assumed at acquisition. The balance of the purchase price will be allocated to tenant improvements and identifiable intangible assets or liabilities. Tenant improvements represent the tangible assets associated with the existing leases valued on a fair market value basis at the acquisition date prorated over the remaining lease terms. The tenant improvements are classified as an asset under property and are depreciated over the remaining lease terms. Identifiable intangible assets and liabilities relate to the value of in-place operating leases which come in three forms: (i) leasing commissions and legal costs, which represent the value associated with “cost avoidance” of acquiring in-place leases, such as lease commissions paid under terms generally experienced in the Company’s markets; (ii) value of in-place leases, which represents the estimated loss of revenue and of costs incurred for the period required to lease the “assumed vacant” property to the occupancy level when purchased; and (iii) above or below market value of in-place leases, which represents the difference between the contractual rents and market rents at the time of the acquisition, discounted for tenant credit risks. Leasing commissions and legal costs are recorded in deferred charges and other assets and are amortized over the remaining lease terms. The value of in-place leases are recorded in deferred charges and other assets and amortized over the remaining lease terms plus an estimate of renewal of the acquired leases. Above or below market leases are classified in deferred charges and other assets or in other accrued liabilities, depending on whether the contractual terms are above or below market, and the asset or liability is amortized to rental revenue over the remaining terms of the leases.

When the Company acquires real estate properties, the Company allocates the purchase price to the components of these acquisitions using relative fair values computed using estimates and assumptions. These estimates and assumptions impact the amount of costs allocated between various components as well as the amount of costs assigned to individual properties in multiple property acquisitions. These allocations also impact depreciation expense and gains or loses recorded on future sales of properties. Generally, the Company engages a valuation firm to assist with these allocations.

36




Asset Impairment

The Company assesses whether the value of its long-lived assets has been impairment 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 tenant’s ability to perform their duties and pay rent under the terms of the leases. The Company may recognize an impairment loss if the cash flows are not sufficient to cover its investment. Such a loss would be determined as the difference between the carrying value and the fair value of a Center.

Deferred Charges

Costs relating to obtaining tenant leases are deferred and amortized over the initial term of the agreement using the straight-line method. Costs relating to financing of shopping center properties are deferred and amortized over the life of the related loan using the straight-line method, which approximates the effective interest method. In-place lease values are amortized over the remaining lease term plus an estimate of renewal. Leasing commissions and legal costs are amortized on a straight-line basis over the individual remaining lease years. The ranges of the terms of the agreements are as follows:

Deferred lease costs

 

1-15 years

 

Deferred financing costs

 

1-15 years

 

In-place lease values

 

Remaining lease
term plus an
estimate for renewal

 

Leasing commissions and legal costs

 

5-10 years

 

 

Results of Operations

Many of the variations in the results of operations, discussed below, occurred due to the transactions described above including the 2006 Acquisition Center(s) and the Redevelopment Centers. For the comparison of the three and nine months ended September 30, 2007 to the three and nine months ended September 30, 2006, the “Same Centers” include all consolidated Centers, excluding 2006 Acquisition Center(s) and the Redevelopment Centers.

Comparison of the Three Months Ended September 30, 2007 and 2006

Revenues

Minimum and percentage rents (collectively referred to as “rental revenue”) increased by $14.8 million, or 12.3%, from 2006 to 2007. Rental revenue increased $7.3 million from the Same Centers, $4.1 million from the 2006 Acquisition Center and $3.4 million from the Redevelopment Centers.

The amortization of above and below market leases, which is recorded in rental revenue, increased to $3.2 million in 2007 from $3.0 million in 2006. The increase in amortization is primarily due to the accelerated amortization of leases terminated in 2006. The amortization of straight-lined rents, included in rental revenue, was $3.2 million in 2007 compared to $2.2 million in 2006. Lease termination income, included in rental revenue, was $3.7 million in 2007 compared to $0.7 million in 2006.

Tenant recoveries increased $6.4 million, or 10.0%, from 2006 to 2007. Approximately $2.7 million of the increase in tenant recoveries related to the 2006 Acquisition Center, $2.2 million related to the Same Centers and $1.4 million related to the Redevelopment Centers.

37




Management Companies’ Revenues

Management Companies’ revenues increased by $1.2 million from 2006 to 2007, primarily due to increased management fees received from the joint venture Centers and increased development fees from joint ventures.

Shopping Center and Operating Expenses

Shopping center and operating expenses increased $6.4 million, or 9.4%, from 2006 to 2007. Approximately $2.8 million of the increase in shopping center and operating expenses related to the 2006 Acquisition Center, $2.1 million related to the Same Centers and $1.5 million related to the Redevelopment Centers.

Management Companies’ Operating Expenses

Management Companies’ operating expenses increased to $17.9 million in 2007 from $14.5 million in 2006, in part as a result of the additional costs of managing the joint venture Centers and third party managed properties.

REIT General and Administrative Expenses

REIT general and administrative expenses decreased by $0.6 million in 2007 from 2006, primarily due to a decreased share and unit-based compensation expense in 2007.

Depreciation and Amortization

Depreciation and amortization increased $6.6 million in 2007 from 2006. Approximately $3.0 million of the increase in depreciation and amortization related to the Redevelopment Centers, $2.3 million related to the 2006 Acquisition Center and $0.7 million related to the Same Centers.

Interest Expense

Interest expense decreased $7.4 million in 2007 from 2006. The decrease in interest expense was primarily attributed to a decrease of $6.8 million from the line of credit, $4.4 million from the term loans, $4.0 million from the Same Centers and $2.5 million from the Redevelopment Centers. The decrease in interest expense was offset in part by an increase of $8.1 million due to the issuance of $950.0 million of convertible senior notes on March 16, 2007 and an $2.4 million increase from the 2006 Acquisition Center. The decrease in interest on the line of credit was due to a decrease in average outstanding borrowings during 2007 due to the issuance of the senior notes and a decrease in interest rates due to the $400 million swap and lower LIBOR rates and spreads. The decrease in interest on the term loans was due to the repayment of the $250 million loan in 2007 and the repayment of the $619 million term loan in 2006. (See “Liquidity and Capital Resources”). The above interest expense items are net of capitalized interest of $9.8 million in 2007, up from $4.4 million in 2006 due to increases in redevelopment activity.

Equity in Income of Unconsolidated Joint Ventures

The equity in income of unconsolidated joint ventures increased $0.2 million in 2007 from 2006. The increase in equity in income of unconsolidated joint ventures is primarily attributed to an increase in rental revenues in 2007.

Discontinued Operations

The Company recorded a loss of $0.7 million in 2007 and $47.8 million of income in 2006 from discontinued operations. The decrease in income primarily relates to the gain on the sales of Park Lane

38




Mall, Holiday Village, Greeley Mall, Great Falls Marketplace, Citadel Mall, Crossroads Mall and Northwest Arkansas Mall in 2006 (See “Management’s Overview and Summary—Acquisitions and dispositions”). As result of these sales, the Company classified the results of operations for these properties to discontinued operations for all periods presented.

Minority Interest in the Operating Partnership

The minority interest in the Operating Partnership represents the 14.9% weighted average interest of the Operating Partnership not owned by the Company during 2007 compared to the 15.6% not owned by the Company during 2006. The change in ownership interest is primarily due to the stock offering by the Company in 2006, the redemption of OP Units in 2007 and the repurchase of 807,000 shares in 2007 (See Note 12—Stock Repurchase Program of the Company’s Consolidated Financial Statements).

Funds From Operations

Primarily as a result of the factors mentioned above, Funds from Operations (“FFO”)—diluted increased 28.2% to $111.0 million in 2007 from $86.6 million in 2006. For the reconciliation of FFO and FFO-diluted to net income available to common stockholders, see “Funds from Operations.”

Comparison of the Nine Months Ended September 30, 2007 and 2006

Revenues

Rental revenue increased by $27.7 million, or 7.6%, from 2006 to 2007. The increase in rental revenue is attributed to an increase of $13.4 million from the 2006 Acquisition Centers, $8.5 million from the Redevelopment Centers and $5.7 million from the Same Centers.

The amortization of above and below market leases, which is recorded in rental revenue, decreased to $8.9 million in 2007 from $10.3 million in 2006. The decrease in amortization is primarily due to the accelerated amortization of leases terminated in 2006. The amortization of straight-lined rents, included in rental revenue, was $6.8 million in 2007 compared to $6.2 million in 2006. Lease termination income, included in rental revenue, was $8.8 million in 2007 and 2006.

Tenant recoveries increased $19.2 million, or 10.3%, from 2006 to 2007. The increase in tenant recoveries is attributed to an increase of $8.2 million from the 2006 Acquisition Centers, $7.6 million from the Same Centers and $3.4 million from the Redevelopment Centers.

Management Companies’ Revenues

Management Companies’ revenues increased by $4.9 million from 2006 to 2007, primarily due to increased management fees received from the joint venture Centers, additional third party management contracts and increased development fees from joint ventures.

Shopping Center and Operating Expenses

Shopping center and operating expenses increased $17.9 million, or 9.3%, from 2006 to 2007. Approximately $7.8 million of the increase in shopping center and operating expenses related to the 2006 Acquisition Centers, $5.8 million related to the Same Centers and $4.3 million related to the Redevelopment Centers.

39




Management Companies’ Operating Expenses

Management Companies’ operating expenses increased to $54.2 million in 2007 from $41.3 million in 2006, in part as a result of the additional costs of managing the joint venture Centers and third party managed properties.

REIT General and Administrative Expenses

REIT general and administrative expenses increased by $2.2 million in 2007 from 2006, primarily due to increased share and unit-based compensation expense in 2007.

Depreciation and Amortization

Depreciation and amortization increased $8.7 million in 2007 from 2006. The increase in depreciation and amortization is primarily attributed to an increase of $8.2 million at the 2006 Acquisition Centers and $6.6 million at the Redevelopment Centers offset in part by a decrease of $6.4 million at the Same Centers.

Interest Expense

Interest expense decreased $14.5 million in 2007 from 2006. The decrease in interest expense was primarily attributed to a decrease of $11.5 million from the line of credit, $10.9 million from term loans, $7.0 million from the Same Centers, and $5.9 million from the Redevelopment Centers. The decrease in interest expense was offset in part by an increase of $17.7 million due to the issuance of $950.0 million of convertible senior notes on March 16, 2007 and an increase of $4.1 million from the 2006 Acquisition Centers. The decrease in interest on the line of credit was due to a decrease in average outstanding borrowings during 2007 due to the issuance of the senior notes and a decrease in interest rates. The decrease in interest on term loans was due to the repayment of the $250 million loan in 2007 and the repayment of the $619 million term loan in 2006. (See “Liquidity and Capital Resources”). The above interest expense items are net of capitalized interest of $24.1 million in 2007, up from $10.6 million in 2006 due to increases in redevelopment activity.

Equity in Income of Unconsolidated Joint Ventures

The equity in income of unconsolidated joint ventures decreased $5.2 million in 2007 from 2006. The decrease in equity in income of unconsolidated joint ventures is due in part to a $2.4 million loss on sale of assets at the SDG Macerich Properties, L.P. joint venture and $3.1 million in additional interest expense and depreciation at other joint ventures due to the completion of development projects.

Loss on Early Extinguishment of Debt

The Company recorded a $0.9 million loss from the early extinguishment of the $250 million term loan in 2007. In 2006, the Company recorded a loss from the early extinguishment of debt of $1.8 million related to the pay off of the $619 million term loan.

Discontinued Operations

The Company recorded a loss of $2.3 million in 2007 and $81.4 million of income in 2006 from discontinued operations. The decrease in income is primarily related to the recognition of gain on the sales of Scottsdale/101, Park Lane Mall, Holiday Village, Greeley Mall, Great Falls Marketplace, Citadel Mall, Crossroads Mall and Northwest Arkansas Mall in 2006 (See “Management’s Overview and Summary—Acquisitions and dispositions”). As result of these sales, the Company classified the results of operations for these properties to discontinued operations for all periods presented.

40




Minority Interest in the Operating Partnership

The minority interest in the Operating Partnership represents the 15.1% weighted average interest of the Operating Partnership not owned by the Company during 2007 compared to the 15.9% not owned by the Company during 2006. The change in ownership interest is primarily due to the stock offering by the Company in 2006, the redemption of OP Units in 2007 and the repurchase of 807,000 shares in 2007 (See Note 12—Stock Repurchase Program of the Company’s Consolidated Financial Statements).

Funds From Operations

Primarily as a result of the factors mentioned above, FFO—diluted increased 13.8% to $298.2 million in 2007 from $262.0 million in 2006. For the reconciliation of FFO and FFO-diluted to net income available to common stockholders, see “Funds from Operations.”

Operating Activities

Cash flow from operations increased to $208.1 million in 2007 from $138.9 million in 2006. The increase was primarily due to changes in assets and liabilities in 2007 compared to 2006 and due to the results at the Centers as discussed above.

Investing Activities

Cash used in investing activities increased to $214.7 million in 2007 from $184.4 million in 2006. The increase in cash used in investing activities was due to a decrease in cash proceeds from the sale of assets, offset in part, by an increase in cash distributions from unconsolidated joint ventures and a decrease in capital expenditures.

Financing Activities

Cash flow used in financing activities increased to $219.9 million in 2007 from $47.5 million in 2006. The increase in cash used in financing activities was primarily attributed to $59.8 million for the purchase of the Capped Calls in connection with the issuance of the convertible senior notes and $75.0 million for the repurchase of the Company’s common stock in 2007, offset in part by the $950 million convertible senior notes issuance in 2007 and the $746.8 million in proceeds from the common stock offering in 2006 (See “Liquidity and Capital Resources”).

Liquidity and Capital Resources

The Company intends to meet its short term liquidity requirements through cash generated from operations, working capital reserves, property secured borrowings, unsecured corporate borrowings and borrowings under the revolving line of credit. 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.

41




The following tables summarize capital expenditures incurred at the Centers for the nine months ended September 30:

 

 

For the Nine Months
Ended
September 30,

 

 

 

2007

 

2006

 

(Dollars in thousands)

 

 

 

 

 

Consolidated Centers:

 

 

 

 

 

Acquisitions of property and equipment

 

$

29,262

 

$

334,888

 

Development, redevelopment and expansion of Centers

 

378,694

 

101,991

 

Renovations of Centers

 

19,057

 

37,573

 

Tenant allowances

 

15,018

 

20,608

 

Deferred leasing charges

 

17,135

 

17,380

 

 

 

$

459,166

 

$

512,440

 

Joint Venture Centers (at Company’s pro rata share):

 

 

 

 

 

Acquisitions of property and equipment

 

$

4,347

 

$

24,324

 

Development, redevelopment and expansion of Centers

 

20,691

 

39,047

 

Renovations of Centers

 

8,880

 

6,973

 

Tenant allowances

 

9,726

 

8,186

 

Deferred leasing charges

 

2,887

 

3,093

 

 

 

$

46,531

 

$

81,623

 

 

Management expects similar levels to be incurred in future years for tenant allowances and deferred leasing charges and to incur between $400 million to $600 million in the next twelve months for development, redevelopment, expansion and renovations. Capital for major expenditures or major developments and 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 level, interest rates, interest coverage ratios and prevailing market conditions.

The Company’s total outstanding loan indebtedness at September 30, 2007 was $6.9 billion (including $1.8 billion of 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, MACWH, LP units and preferred stock into common stock) ratio of approximately 46.4% at September 30, 2007. The majority of the Company’s debt consists of fixed-rate conventional mortgages payable collateralized by individual properties.

The Company filed a shelf registration statement, effective June 6, 2002, to sell securities. The shelf registration is for a total of $1.0 billion of common stock, common stock warrants or common stock rights. The Company sold a total of 15.2 million shares of common stock under this shelf registration on November 27, 2002. The aggregate offering price of this transaction was approximately $440.2 million, leaving approximately $559.8 million available under the shelf registration statement. In addition, the Company filed another shelf registration statement, effective October 27, 2003, to sell up to $300 million of preferred stock. On January 12, 2006, the Company filed a shelf registration statement registering an unspecified amount of common stock that it may offer in the future.

On March 16, 2007, the Company issued $950 million in convertible senior notes (“Senior Notes”) that are to mature on March 15, 2012. The Senior Notes bear interest at 3.25%, payable semiannually, are senior to unsecured debt of the Company and are guaranteed by the Operating Partnership. Prior to December 14, 2011, upon the occurrence of certain specified events, the Senior Notes will be convertible at

42




the option of holder into cash, shares of the Company’s common stock or a combination of cash and shares of the Company’s common stock, at the election of the Company, at an initial conversion rate of 8.9702 shares per $1,000 principal amount. On and after December 15, 2011, the Senior Notes will be convertible at any time prior to the second business day preceding the maturity date at the option of the holder at the initial conversion rate. The initial conversion price of approximately $111.48 per share represents a 20% premium over the closing price of the Company’s common stock on March 12, 2007. The initial conversion rate is subject to adjustment in certain circumstances. Holders of the Senior Notes do not have the right to require the Company to repurchase the Senior Notes prior to maturity except in connection with the occurrence of certain fundamental change transactions.

In connection with the issuance of the Senior Notes, the Company purchased two capped calls (“Capped Calls”) from affiliates of the initial purchasers of the Senior Notes. The Capped Calls effectively increase the conversion price of the Senior Notes to approximately $130.06, which represents a 40% premium to the March 12, 2007 closing price of $92.90 per common share of the Company.

The Company has a $1.5 billion revolving line of credit that matures on April 25, 2010 with a one-year extension option. The interest rate fluctuates between LIBOR plus 0.75% to LIBOR plus 1.10% depending on the Company’s overall leverage. In September 2006, the Company entered into an interest rate swap agreement that effectively fixed the interest rate on $400.0 million of the outstanding balance of the line of credit at 6.23% until April 25, 2011. As of September 30, 2007 and December 31, 2006, borrowings outstanding were $405.0 million and $934.5 million at an average interest rate, net of the $400.0 million swapped portion, of 6.03% and 6.60%, respectively. On March 16, 2007, the Company repaid $541.5 million of borrowings outstanding from the proceeds of the Senior Notes (See Note 10—Bank and Other Notes Payable of the Company’s Consolidated Financial Statements).

On May 13, 2003, the Company issued $250.0 million in unsecured notes maturing in May 2007 with a one-year extension option bearing interest at LIBOR plus 2.50%. On April 25, 2005, the Company modified these unsecured notes and reduced the interest rate to LIBOR plus 1.50%. On March 16, 2007, the Company repaid the notes from the proceeds of the Senior Notes (See Note 10—Bank and Other Notes Payable of the Company’s Consolidated Financial Statements). At December 31, 2006, all of the notes were outstanding at an interest rate of 6.94%.

On April 25, 2005, the Company obtained a five year, $450.0 million term loan bearing interest at LIBOR plus 1.50%. In November 2005, the Company entered into an interest rate swap agreement that effectively fixed the interest rate of the $450.0 million term loan at 6.30% from December 1, 2005 to April 15, 2010. At September 30, 2007 and December 31, 2006, the entire loan was outstanding with an interest rate of 6.30%.

At September 30, 2007, the Company was in compliance with all applicable loan covenants.

At September 30, 2007, the Company had cash and cash equivalents available of $42.9 million.

Off-Balance Sheet Arrangements

The Company has an ownership interest in a number of joint ventures as detailed in Note 4 to the Company’s Consolidated Financial Statements included herein. The Company accounts for those investments that it does not have a controlling interest or is not the primary beneficiary using the equity method of accounting and those investments are reflected on the Consolidated Balance Sheets of the Company as “Investments in Unconsolidated Joint Ventures.” A pro rata share of the mortgage debt on these properties is shown in Item 3. Quantitative and Qualitative Disclosure about Market Risk.

In addition, certain joint ventures also have debt that could become recourse debt to the Company or its subsidiaries, in excess of it’s pro rata share, should the joint ventures be unable to discharge the obligations of the related debt.

43




The following reflects the maximum amount of debt principal that could be recourse to the Company at September 30, 2007 (in thousands):

Property

 

 

 

Recourse
Debt

 

Maturity
Date

 

Boulevard Shops

 

 

$

4,280

 

 

12/16/2007

 

Chandler Village Center

 

 

4,322

 

 

12/19/2007

 

 

 

 

$

8,602

 

 

 

 

 

Additionally, as of September 30, 2007, the Company is contingently liable for $6.9 million in letters of credit guaranteeing performance by the Company of certain obligations relating to the Centers. The Company does not believe that these letters of credit will result in a liability to the Company.

Long-term contractual obligations

The following is a schedule of long-term contractual obligations for the consolidated Centers as of September 30, 2007, over the periods in which they are expected to be paid (in thousands):

 

 

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)

 

$

5,406,117

 

$

311,495

 

$

859,007

 

$

2,833,793

 

$

1,401,822

 

Operating lease obligations

 

258,635

 

5,267

 

10,624

 

10,718

 

232,026

 

Purchase obligations

 

159,306

 

159,306

 

 

 

 

Other long-term liabilities

 

349,791

 

349,791

 

 

 

 

 

 

$

6,173,849

 

$

825,859

 

$

869,631

 

$

2,844,511

 

$

1,633,848

 

 

Funds From Operations

The Company uses Funds from Operations (“FFO”) in addition to net income to report its operating and financial results and considers FFO and FFO-diluted as supplemental measures for the real estate industry and a supplement to Generally Accepted Accounting Principles (“GAAP”) measures. The National Association of Real Estate Investment Trusts (“NAREIT”) defines FFO as net income (loss) (computed in accordance with GAAP), excluding gains (or losses) from extraordinary items and sales of depreciated operating properties, plus real estate related depreciation and amortization and after adjustments for unconsolidated partnerships and joint ventures. Adjustments for unconsolidated partnerships and joint ventures are calculated to reflect FFO on the same basis. FFO and FFO on a fully diluted basis are useful to investors in comparing operating and financial results between periods. This is especially true since FFO excludes real estate depreciation and amortization as the Company believes real estate values fluctuate based on market conditions rather than depreciating in value ratably on a straight-line basis over time. FFO on a fully diluted basis is one of the measures investors find most useful in measuring the dilutive impact of outstanding convertible securities. FFO does not represent cash flow from operations as defined by GAAP, should not be considered as an alternative to net income as defined by GAAP and is not indicative of cash available to fund all cash flow needs. FFO, as presented, may not be comparable to similarly titled measures reported by other real estate investment trusts. The reconciliation of FFO and FFO-diluted to net income available to common stockholders is provided below.

44




The following reconciles net income available to common stockholders to FFO and FFO-diluted (dollars in thousands):

 

 

For the Three Months
Ended
September 30,

 

For the Nine Months
Ended
September 30,

 

 

 

2007

 

2006

 

2007

 

2006

 

Net income—available to common stockholders

 

$

17,280

 

$

46,968

 

$

33,296

 

$

80,092

 

Adjustments to reconcile net income to FFO—basic:

 

 

 

 

 

 

 

 

 

Minority interest in the Operating Partnership

 

3,070

 

8,901

 

5,935

 

15,131

 

Loss (gain) on sale of consolidated assets

 

758

 

(46,560

)

(1,889

)

(109,020

)

Add: minority interest share of gain (loss) on sale of consolidated joint ventures

 

39

 

(192

)

388

 

36,816

 

Gain on undepreciated consolidated assets

 

150

 

2,339

 

811

 

5,715

 

Less minority interest on sale of undepreciated assets

 

(39

)

 

 

(361

)

 

 

Loss (gain) on sale of assets from unconsolidated entities (pro rata)

 

4

 

(1

)

2,024

 

(245

)

Add: (loss) gain on undepreciated assets on unconsolidated assets (pro rata)

 

(4

)

 

346

 

244

 

Depreciation and amortization on consolidated assets

 

60,173

 

56,120

 

177,665

 

179,071

 

Less: depreciation and amortization allocable to minority interests on consolidated joint ventures

 

(1,019

)

(1,128

)

(3,346

)

(4,351

)

Depreciation and amortization on joint ventures (pro rata)

 

23,422

 

21,045

 

68,506

 

62,209

 

Less: depreciation on personal property and amortization of loan costs and interest rate caps

 

(4,437

)

(3,472

)

(12,076

)

(11,139

)

FFO—basic

 

99,397

 

84,020

 

271,299

 

254,523

 

Additional adjustments to arrive at FFO—diluted:

 

 

 

 

 

 

 

 

 

Impact of convertible preferred stock

 

2,902

 

2,575

 

8,052

 

7,508

 

Impact of convertible debt

 

8,686

 

 

18,855

 

 

FFO—diluted

 

$

110,985

 

$

86,595

 

$

298,206

 

$

262,031

 

Weighted average number of FFO shares outstanding for:

 

 

 

 

 

 

 

 

 

FFO—basic(1)

 

84,219

 

84,726

 

84,400

 

83,924

 

Adjustments for the impact of dilutive securities in computing FFO-diluted:

 

 

 

 

 

 

 

 

 

Convertible preferred stock

 

3,627

 

3,627

 

3,627

 

3,627

 

Stock options

 

309

 

295

 

306

 

292

 

Convertible debt

 

8,522

 

 

6,212

 

 

FFO—diluted(2)

 

96,677

 

88,648

 

94,545

 

87,843

 


(1)          Calculated based upon basic net income as adjusted to reach basic FFO. As of September 30, 2007 and 2006, 12.5 million and 13.2 million OP Units were outstanding, respectively.

(2)          The computation of FFO—diluted shares outstanding includes the effect of outstanding common stock options and restricted stock using the treasury method. It also assumes the conversion of MACWH, LP common and preferred units and the Senior Notes to the extent that they are dilutive to the FFO computation (See Note 10—Bank and Other Notes Payable of the Company’s Consolidated Financial Statements). The preferred stock can be converted on a one-for-one basis for common stock. The then outstanding preferred shares are assumed converted for purposes of FFO-diluted as they are dilutive to that calculation. The MACWH, LP preferred units were antidilutive to the calculations at September 30, 2007 and 2006 and were not included in the above calculations. The Senior Notes were dilutive to the calculations for the three and nine months ended September 30, 2007.

45




Item 3.   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 ratio of fixed rate, long-term debt to total debt such that floating rate exposure is kept at an acceptable level, (2) reducing interest rate exposure on certain long-term floating rate debt through the use of interest rate caps and/or swaps 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 September 30, 2007 concerning the Company’s long term debt obligations, including principal cash flows by scheduled maturity, weighted average interest rates and estimated fair value (“FV”) (dollars in thousands):

 

 

For the years ending September 30,

 

 

 

 

 

 

 

 

 

2008

 

2009

 

2010

 

2011

 

2012

 

Thereafter

 

Total

 

FV

 

CONSOLIDATED CENTERS:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Long term debt:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fixed rate(1)

 

$

264,095

 

$

380,095

 

$

152,576

 

$

1,549,172

 

$

1,141,828

 

 

$

1,325,867

 

 

$

4,813,633

 

$

4,861,965

 

Average interest rate

 

5.84

%

6.37

%

6.03

%

5.98

%

3.93

%

 

5.73

%

 

5.45

%

 

 

Floating rate

 

30,000

 

225,846

 

50,000

 

5,000

 

 

 

 

 

310,846

 

310,846

 

Average interest rate

 

6.63

%

6.24

%

5.98

%

6.02

%

 

 

 

 

 

 

6.23

%

 

 

Total debt—Consolidated Centers

 

$

294,095

 

$

605,941

 

$

202,576

 

$

1,554,172

 

$

1,141,828

 

 

$

1,325,867

 

 

$

5,124,479

 

$

5,172,811

 

JOINT VENTURE CENTERS:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Long term debt (at Company’s pro rata share):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fixed rate

 

$

63,347

 

$

215,128

 

$

117,630

 

$

45,648

 

$

194,395

 

 

$

991,741

 

 

$

1,627,889

 

$

1,666,818

 

Average interest rate

 

5.86

%

5.49

%

6.79

%

6.98

%

6.67

%

 

5.55

%

 

5.82

%

 

 

Floating rate

 

74,784

 

52,644

 

 

66,300

 

 

 

 

 

193,728

 

193,728

 

Average interest rate

 

6.84

%

6.90

%

 

 

6.22

%

 

 

 

 

 

 

6.64

%

 

 

Total debt—Joint Venture Centers

 

$

138,131

 

$

267,772

 

$

117,630

 

$

111,948

 

$

194,395

 

 

$

991,741

 

 

$

1,821,617

 

$

1,860,546

 


(1)             Fixed rate debt includes the $450 million floating rate term note and $400 million of the line of credit. These amounts have effective fixed rates over the remaining terms due to swap agreements as discussed below.

The consolidated Centers’ total fixed rate debt at September 30, 2007 and December 31, 2006 was $4.8 billion and $3.8 billion, respectively. The average interest rate on fixed rate debt at September 30, 2007 and December 31, 2006 was 5.45% and 5.99%, respectively. The consolidated Centers’ total floating rate debt at September 30, 2007 and December 31, 2006 was $310.8 million and $1.2 billion, respectively. The average interest rate on floating rate debt at September 30, 2007 and December 31, 2006 was 6.23% and 6.59%, respectively. The increase in total fixed rate debt and decrease in floating rate debt at the consolidated Centers was primarily due to the issuance of the $950 million Senior Notes and the use of the proceeds, in part, to pay off the $250 million floating rate term notes and to pay down the Company’s line of credit. (See Note 10—Bank and Other Notes Payable of the Company’s Consolidated Financial Statements).

46




The Company’s pro rata share of the joint venture Centers’ fixed rate debt at September 30, 2007 and December 31, 2006 was $1.6 billion and $1.5 billion, respectively. The average interest rate on fixed rate debt at September 30, 2007 and December 31, 2006 was 5.82% and 5.84%, respectively. The Company’s pro rata share of the joint venture Centers’ floating rate debt at September 30, 2007 and December 31, 2006 was $193.7 million and $198.4 million, respectively. The average interest rate on the floating rate debt at September 30, 2007 and December 31, 2006 was 6.64% and 6.33%, respectively.

The Company uses derivative financial instruments in the normal course of business to manage or hedge interest rate risk and records all derivatives on the balance sheet at fair value in accordance with SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities” (See Note 5—Derivative Instruments and Hedging Activities of the Company’s Consolidated Financial Statements).

The following derivatives were outstanding at September 30, 2007 (amounts in thousands):

Property/Entity

 

 

 

Notional
Amount

 

Product

 

Rate

 

Maturity

 

Company’s
Ownership

 

Fair
Value
 (1)

 

Camelback Colonnade

 

$

41,500

 

 

Cap

 

 

8.54

%

11/15/2008

 

 

75

%

 

$

 

Desert Sky Mall

 

51,500

 

 

Cap

 

 

7.65

%

3/15/2008

 

 

50

%

 

 

Greece Ridge Center

 

72,000

 

 

Cap

 

 

7.95

%

12/15/2008

 

 

100

%

 

 

La Cumbre Plaza

 

30,000

 

 

Cap

 

 

7.12

%

8/9/2008

 

 

100

%

 

 

Metrocenter Mall

 

37,380

 

 

Cap

 

 

7.25

%

2/15/2008

 

 

15

%

 

 

Metrocenter Mall

 

11,500

 

 

Cap

 

 

5.25

%

2/15/2008

 

 

15

%

 

 

Panorama Mall

 

50,000

 

 

Cap

 

 

6.65

%

3/1/2008

 

 

100

%

 

 

Superstition Springs Center

 

67,500

 

 

Cap

 

 

8.63

%

9/9/2008

 

 

33.33

%

 

 

Metrocenter Mall

 

112,000

 

 

Swap

 

 

3.86

%

2/15/2008

 

 

15

%

 

77

 

The Operating Partnership

 

450,000

 

 

Swap

 

 

4.80

%

4/15/2010

 

 

100

%

 

(3,166

)

The Operating Partnership

 

400,000

 

 

Swap

 

 

5.08

%

4/25/2011

 

 

100

%

 

(6,594

)


(1)          Fair value at the Company’s ownership percentage.

Interest rate cap agreements (“Cap”) offer protection against floating rates on the notional amount from exceeding the rates noted in the above schedule and interest rate swap agreements (“Swap”) effectively replace a floating rate on the notional amount with a fixed rate as noted above.

In addition, the Company has assessed the market risk for its floating rate debt and believes that a 1% increase in interest rates would decrease future earnings and cash flows by approximately $5.0 million per year based on $504.6 million outstanding of floating rate debt at September 30, 2007.

The fair value of the Company’s long term debt is estimated based on discounted cash flows at interest rates that management believes reflect the risks associated with long term debt of similar risk and duration.

Item 4.   Controls and Procedures

Management, including our Chief Executive Officer and Chief Financial Officer, does not expect that its disclosure controls and procedures or its internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their cost. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.

47




However, based on their evaluation as of September 30, 2007, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) were effective to ensure that the information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934 is (a) recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and (b) is accumulated and communicated to the Company’s management , including its Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. There has been no change in the Company’s internal control over financial reporting that occurred during the Company’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Item 4T.   Controls and Procedures

Not applicable

48




PART II OTHER INFORMATION

Item 1.   Legal Proceedings

None of the Company, the Operating Partnership, Macerich Property Management Company, LLC, Macerich Management Company, the Westcor Management Companies, the Wilmorite Management Companies or their respective subsidiaries are 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.

Item 1A.   Risk Factors

There have been no material changes to the risk factors relating to the Company set forth under the caption “Item 1A. Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2006.

Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds

(a)   On October 18, 2007, the Company issued 560,000 shares of common stock of the Company upon the conversion of 560,000 shares of a holder’s 3,627,131 shares of Series A Cumulative Preferred Stock of the Company. These shares of common stock were issued in a private placement to this holder, an accredited investor, pursuant to Section 4(2) of the Securities Act of 1933, as amended.

Item 3.   Defaults upon Senior Securities

None

Item 4.   Submission of Matters to a Vote of Security Holders

None

Item 5.   Other Information

None

Item 6.   Exhibits

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 C Junior Participating Preferred Stock)

3.1.4*****

 

Articles Supplementary of the Company (Series D Preferred Stock)

3.1.5#

 

Articles Supplementary of the Company (reclassification of shares)

3.2##

 

Amended and Restated By-Laws of the Company, as adopted on February 8, 2007

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/Right Certificate (Series C Junior Participating Preferred Stock)

4.2.2#####

 

Form of Preferred Stock Certificate (Series D Preferred Stock)

49




 

4.3###

 

Agreement dated as of November 10, 1998 between the Company and Computershare Investor Services as successor to EquiServe Trust Company, N.A., as successor to First Chicago Trust Company of New York, as Rights Agent

4.4#*

 

Indenture, dated as of March 16, 2007, among the Company, the Operating Partnership and Deutsche Bank Trust Company Americas (includes form of the Notes and Guarantee)

4.5#*

 

Registration Rights Agreement, dated as of March 16, 2007, among the Company,
J.P. Morgan Securities Inc. and Deutsche Bank Securities Inc.

10.1

 

First Amendment dated as of July 3, 2007 to the $1,500,000 Second Amended and Restated Revolving Loan Facility Credit Agreement

10.2

 

Amended and Restated Cash Bonus/Restricted Stock and LTIP Unit Award Program under the 2003 Equity Incentive Plan

10.3

 

Form of Restricted Stock Award Agreement (2007)

10.4

 

Form of LTIP Award Agreement (Time–Vested–2007)

31.1

 

Section 302 Certification of Arthur Coppola, Chief Executive Officer

31.2

 

Section 302 Certification of Thomas O’Hern, Chief Financial Officer

32.1

 

Section 906 Certification of Arthur Coppola, Chief Executive Officer and Thomas O’Hern, Chief Financial Officer


*

 

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 Annual Report on Form 10-K for the year ended December 31, 1998, and incorporated herein by reference.

*****

 

Previously filed as an exhibit to the Company’s Current Report on Form 8-K, event date July 26, 2002, and incorporated herein by reference.

#

 

Previously filed as an exhibit to the Company’s Registration Statement on Form S-3, as amended (No. 333-88718), and incorporated herein by reference.

##

 

Previously filed as an exhibit to the Company’s Current Report on Form 8-K, event date February 8, 2007, 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 Registration Statement on Form S-3 (No. 333-107063), and incorporated herein by reference.

#*

 

Previously filed as an exhibit to the Company’s Current Report on Form 8-K, event date March 16, 2007, and incorporated herein by reference.

 

50




Signature

Pursuant to the requirements 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/ THOMAS E. O’HERN

 

 

Thomas E. O’Hern

 

 

Executive Vice President and

 

 

Chief Financial Officer

Date:

November 6, 2007

 

 

 

 

51