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, 2006

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 02, 2006 Common Stock, par value $.01 per share: 71,810,172 shares


 




THE MACERICH COMPANY

FORM 10-Q

INDEX

 

Part I

 

Financial Information

 

 

 

Item 1.

 

Financial Statements

 

 

 

 

 

Consolidated Balance Sheets of the Company as of September 30, 2006 and December 31, 2005

 

 

 

 

 

Consolidated Statements of Operations of the Company for the three and nine months ended September 30, 2006 and 2005

 

 

 

 

 

Consolidated Statement of Common Stockholders’ Equity of the Company for the nine months ended September 30, 2006

 

 

 

 

 

Consolidated Statements of Cash Flows of the Company for the nine months ended September 30, 2006 and 2005

 

 

 

 

 

Notes to Consolidated Financial Statements

 

 

 

Item 2.

 

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

 

 

 

Item 3.

 

Quantitative and Qualitative Disclosures About Market Risk

 

 

 

Item 4.

 

Controls and Procedures

 

 

 

Part II

 

Other Information

 

 

 

Item 1.

 

Legal Proceedings

 

 

 

Item 1A.

 

Risk Factors

 

 

 

Item 2.

 

Unregistered Sales of Equity Securities and Use of Proceeds

 

 

 

Item 3.

 

Defaults Upon Senior Securities

 

 

 

Item 4.

 

Submission of Matters to a Vote of Security Holders

 

 

 

Item 5.

 

Other Information

 

 

 

Item 6.

 

Exhibits

 

 

 

Signature

 

 

 

 

2




THE MACERICH COMPANY
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands, except share amounts)

 

 

 

September 30,

 

December 31,

 

 

 

2006

 

2005

 

 

 

(Unaudited)

 

 

 

ASSETS:

 

 

 

 

 

Property, net

 

$

5,675,959

 

$

5,438,496

 

Cash and cash equivalents

 

62,047

 

155,113

 

Restricted cash

 

72,808

 

54,659

 

Marketable securities

 

30,188

 

 

Tenant receivables, net

 

103,697

 

89,165

 

Deferred charges and other assets, net

 

329,440

 

360,217

 

Loans to unconsolidated joint ventures

 

815

 

1,415

 

Due from affiliates

 

4,518

 

4,258

 

Investments in unconsolidated joint ventures

 

1,001,051

 

1,075,621

 

Total assets

 

$

7,280,523

 

$

7,178,944

 

 

 

 

 

 

 

LIABILITIES, PREFERRED STOCK AND COMMON STOCKHOLDERS’ EQUITY:

 

 

 

 

 

Mortgage notes payable:

 

 

 

 

 

Related parties

 

$

152,146

 

$

154,531

 

Others

 

3,222,563

 

3,088,199

 

Total

 

3,374,709

 

3,242,730

 

Bank and other notes payable

 

1,477,927

 

2,182,000

 

Accounts payable and accrued expenses

 

74,569

 

75,121

 

Other accrued liabilities

 

207,447

 

226,985

 

Preferred stock dividend payable

 

6,199

 

5,970

 

Total liabilities

 

5,140,851

 

5,732,806

 

Minority interest

 

369,004

 

284,809

 

Commitments and contingencies

 

 

 

 

 

Class A participating convertible preferred units

 

213,786

 

213,786

 

Class A non-participating convertible preferred units

 

21,501

 

21,501

 

Series A cumulative convertible redeemable preferred stock, $.01 par value, 3,627,131 shares authorized, issued and outstanding at September 30, 2006 and December 31, 2005

 

98,934

 

98,934

 

Common stockholders’ equity:

 

 

 

 

 

Common stock, $.01 par value, 145,000,000 shares authorized, 71,482,074 and 59,941,552 shares issued and outstanding at September 30, 2006 and December 31, 2005, respectively

 

715

 

599

 

Additional paid-in capital

 

1,709,982

 

1,050,891

 

Accumulated deficit

 

(275,435

)

(209,005

)

Accumulated other comprehensive income

 

1,185

 

87

 

Unamortized restricted stock

 

 

(15,464

)

Total common stockholders’ equity

 

1,436,447

 

827,108

 

Total liabilities, preferred stock and common stockholders’ equity

 

$

7,280,523

 

$

7,178,944

 

 

The accompanying notes are an integral part of these 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,

 

 

 

2006

 

2005

 

2006

 

2005

 

Revenues:

 

 

 

 

 

 

 

 

 

Minimum rents

 

$

122,419

 

$

120,001

 

$

374,069

 

$

321,015

 

Percentage rents

 

4,866

 

5,304

 

10,353

 

10,733

 

Tenant recoveries

 

67,355

 

64,060

 

196,925

 

164,632

 

Management Companies

 

8,023

 

6,921

 

22,650

 

18,362

 

Other

 

9,443

 

5,304

 

22,407

 

16,167

 

Total revenues

 

212,106

 

201,590

 

626,404

 

530,909

 

Expenses:

 

 

 

 

 

 

 

 

 

Shopping center and operating expenses

 

70,958

 

68,271

 

203,706

 

171,205

 

Management Companies’ operating expenses

 

14,455

 

12,914

 

41,295

 

37,291

 

REIT general and administrative expenses

 

2,551

 

3,420

 

9,540

 

9,937

 

Depreciation and amortization

 

55,843

 

56,211

 

175,974

 

144,916

 

 

 

143,807

 

140,816

 

430,515

 

363,349

 

Interest expense:

 

 

 

 

 

 

 

 

 

Related parties

 

2,730

 

2,548

 

8,142

 

6,940

 

Other

 

67,425

 

67,512

 

203,031

 

165,195

 

 

 

70,155

 

70,060

 

211,173

 

172,135

 

Total expenses

 

213,962

 

210,876

 

641,688

 

535,484

 

Minority interest in consolidated joint ventures

 

(870

)

(78

)

(1,872

)

(644

)

Equity in income of unconsolidated joint ventures

 

18,490

 

18,831

 

57,367

 

46,416

 

Income tax (expense) benefit

 

(535

)

1,166

 

(219

)

2,205

 

Gain on sale of assets

 

538

 

10

 

37

 

1,177

 

Loss on early extinguishment of debt

 

(29

)

 

(1,811

)

 

Income from continuing operations

 

15,738

 

10,643

 

38,218

 

44,579

 

Discontinued operations:

 

 

 

 

 

 

 

 

 

Gain on sale of assets

 

46,214

 

 

72,167

 

297

 

Income from discontinued operations

 

116

 

1,101

 

2,977

 

4,360

 

Total income from discontinued operations

 

46,330

 

1,101

 

75,144

 

4,657

 

Income before minority interest and preferred dividends

 

62,068

 

11,744

 

113,362

 

49,236

 

Less: minority interest in Operating Partnership

 

8,901

 

1,406

 

15,131

 

7,085

 

Net income

 

53,167

 

10,338

 

98,231

 

42,151

 

Less: preferred dividends

 

6,199

 

6,274

 

18,139

 

13,197

 

Net income available to common stockholders

 

$

46,968

 

$

4,064

 

$

80,092

 

$

28,954

 

 

 

 

 

 

 

 

 

 

 

Earnings per common share - basic:

 

 

 

 

 

 

 

 

 

Income from continuing operations

 

$

0.11

 

$

0.05

 

$

0.23

 

$

0.43

 

Discontinued operations

 

0.55

 

0.02

 

0.90

 

0.06

 

Net income

 

$

0.66

 

$

0.07

 

$

1.13

 

$

0.49

 

Earnings per common share - diluted:

 

 

 

 

 

 

 

 

 

Income from continuing operations

 

$

0.12

 

$

0.06

 

$

0.24

 

$

0.43

 

Discontinued operations

 

0.54

 

0.01

 

0.89

 

0.06

 

Net income

 

$

0.66

 

$

0.07

 

$

1.13

 

$

0.49

 

Weighted average number of common shares outstanding:

 

 

 

 

 

 

 

 

 

Basic

 

71,479,000

 

59,247,000

 

70,587,000

 

59,073,000

 

Diluted

 

85,021,000

 

73,660,000

 

84,216,000

 

73,522,000

 

 

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

4




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

 

 

Common Stock

 

Additional

 

 

 

Accumulated
Other

 

Unamortized

 

Total
Common

 

 

 

Shares

 

Par
Value

 

Paid-in
Capital

 

Accumulated
Deficit

 

Comprehensive
Income

 

Restricted
Stock

 

Stockholders’
Equity

 

Balance December 31, 2005

 

59,941,552

 

$

599

 

$

1,050,891

 

$

(209,005

)

$

87

 

$

(15,464

)

$

827,108

 

Comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

 

 

 

98,231

 

 

 

98,231

 

Reclassification of deferred losses

 

 

 

 

 

1,008

 

 

1,008

 

Interest rate swap/cap agreements

 

 

 

 

 

90

 

 

90

 

Total comprehensive income

 

 

 

 

98,231

 

1,098

 

 

99,329

 

Amortization of share-based plans

 

376,578

 

4

 

9,490

 

 

 

 

9,494

 

Exercise of stock options

 

12,101

 

 

205

 

 

 

 

205

 

Employee stock purchases

 

3,365

 

 

203

 

 

 

 

203

 

Common stock offering, gross

 

10,952,381

 

109

 

761,081

 

 

 

 

761,190

 

Underwriting and offering costs

 

 

 

(14,706

)

 

 

 

(14,706

)

Distributions paid ($2.04) per share

 

 

 

 

(146,522

)

 

 

(146,522

)

Preferred dividends

 

 

 

 

(18,139

)

 

 

(18,139

)

Conversion of Operating Partnership Units

 

196,097

 

3

 

7,686

 

 

 

 

7,689

 

Change in accounting principle due to adoption of SFAS No. 123(R)

 

 

 

(15,464

)

 

 

15,464

 

 

Reclassification upon adoption of SFAS No. 123(R)

 

 

 

6,000

 

 

 

 

6,000

 

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

 

 

 

(95,404

)

 

 

 

(95,404

)

Balance September 30, 2006

 

71,482,074

 

$

715

 

$

1,709,982

 

$

(275,435

)

$

1,185

 

$

 

$

1,436,447

 

 

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

 

5




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

 

 

 

For the Nine Months

 

 

 

Ended September 30,

 

 

 

2006

 

2005

 

Cash flows from operating activities:

 

 

 

 

 

Net income available to common stockholders

 

$

80,092

 

$

28,954

 

Preferred dividends

 

18,139

 

13,197

 

Net income

 

98,231

 

42,151

 

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

 

 

 

 

 

Loss on early extinguishment of debt

 

1,811

 

 

Gain on sale of assets

 

(37

)

(1,177

)

Discontinued operations gain on sale of assets

 

(72,167

)

(297

)

Depreciation and amortization

 

179,070

 

149,767

 

Amortization of net premium on mortgage notes payable

 

(9,014

)

(6,830

)

Amortization of share-based plans

 

6,533

 

6,098

 

Minority interest in Operating Partnership

 

15,131

 

7,085

 

Minority interest in consolidated joint ventures

 

2,284

 

471

 

Equity in income of unconsolidated joint ventures

 

(57,367

)

(46,416

)

Distributions of income from unconsolidated joint ventures

 

3,213

 

5,482

 

Changes in assets and liabilities, net of acquisitions and dispositions:

 

 

 

 

 

Tenant receivables, net

 

(5,982

)

5,913

 

Other assets

 

(466

)

31,341

 

Accounts payable and accrued expenses

 

(5,653

)

4,658

 

Due from affiliates

 

(260

)

(10,778

)

Other accrued liabilities

 

(16,422

)

(2,490

)

Net cash provided by operating activities

 

138,905

 

184,978

 

Cash flows from investing activities:

 

 

 

 

 

Acquisitions of property and property improvements

 

(492,578

)

(110,290

)

Issuance of note receivable

 

(10,000

)

 

Purchase of marketable securities

 

(30,307

)

 

Maturities of marketable securities

 

184

 

 

Deferred leasing charges

 

(20,359

)

(16,007

)

Distributions from unconsolidated joint ventures

 

162,519

 

123,043

 

Contributions to unconsolidated joint ventures

 

(24,681

)

(91,715

)

Repayments of loans to unconsolidated joint ventures

 

600

 

2,423

 

Proceeds from sale of assets

 

237,938

 

7,158

 

Restricted cash

 

(7,769

)

(9,945

)

Net cash used in investing activities

 

(184,453

)

(95,333

)

Cash flows from financing activities:

 

 

 

 

 

Proceeds from mortgages and bank notes payable

 

1,451,321

 

189,132

 

Payments on mortgages and bank notes payable

 

(2,013,456

)

(128,121

)

Deferred financing costs

 

(6,559

)

(1,520

)

Proceeds from share-based plans

 

408

 

4,369

 

Net proceeds from stock offering

 

746,804

 

 

Dividends and distributions

 

(208,126

)

(147,886

)

Dividends to preferred stockholders / preferred unit holders

 

(17,910

)

(9,516

)

Net cash used in financing activities

 

(47,518

)

(93,542

)

Net decrease in cash

 

(93,066

)

(3,897

)

Cash and cash equivalents, beginning of period

 

155,113

 

72,114

 

Cash and cash equivalents, end of period

 

$

62,047

 

$

68,217

 

Supplemental cash flow information:

 

 

 

 

 

Cash payments for interest, net of amounts capitalized

 

$

230,547

 

$

170,351

 

Non-cash transactions:

 

 

 

 

 

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

 

$

6,000

 

$

 

Acquisition of property by issuance of bank notes payable

 

$

 

$

1,198,503

 

Acquisition of property by assumption of mortgage notes payable

 

$

 

$

809,542

 

Acquisition of property by issuance of convertible preferred units and common units

 

$

 

$

241,103

 

 

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

6




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

1.     Organization:

The Macerich Company (“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 was organized as a Maryland corporation in September 1993.

The Company is the sole general partner of, and owns or has a majority of the ownership interests in, The Macerich Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”).  As of September 30, 2006, the Operating Partnership owned or had an ownership interest in 73 regional shopping centers, 18 community shopping centers and two development properties aggregating approximately 79 million square feet of gross leasable area.  These 93 regional, community and development 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, Macerich Property Management Company, LLC, a Delaware limited liability company, Macerich Management Company, a California corporation (“MMC”), Westcor Partners, L.L.C., an Arizona limited liability company, Macerich Westcor Management LLC, a Delaware limited liability company and Westcor Partners of Colorado, LLC, a Colorado limited liability company.  As part of the Wilmorite closing (See Note 13 — Acquisitions), the Company acquired MACW Mall Management, Inc., a New York corporation and MACW Property Management, LLC, a New York limited liability company.  These two 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”.

The Company was organized to qualify as a REIT under the Internal Revenue Code of 1986, as amended.  As of September 30, 2006, the 16% limited partnership interest of the Operating Partnership not owned by the Company is reflected in these financial statements as minority interest.

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.  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.  Investments in entities that 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”.

7




 

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, 2005.  In the opinion of management, all adjustments (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, 2005 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.

Accounting for Disposal of Long-Lived Assets:

On January 5, 2005, the Company sold Arizona Lifestyle Galleries for $4,300.  The sale of this property resulted in a gain on sale of $297 and the impact on the results for the three and nine months ended September 30, 2005 were insignificant.

On June 9, 2006, the Company sold Scottsdale/101 for $117,600 resulting in a gain of $62,605.  The Company’s share of the gain was $25,789.   Total revenues associated with Scottsdale/101 were $0 and $2,283 for the three months ended September 30, 2006 and 2005 and $4,632 and $7,080 for the nine months ended September 30, 2006 and 2005, respectively.

On July 13, 2006, the Company sold Park Lane Mall for $20,000 resulting in a gain of $5,911.  Total revenues associated with Park Lane Mall were $106 and $760 for the three months ended September 30, 2006 and 2005 and $1,505 and $2,370 for the nine months ended September 30, 2006 and 2005, respectively.

On July 27, 2006, the Company sold the centers at Holiday Village and Greeley Mall in a combined sale for $86,800, resulting in a gain of $28,591.  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 6 — Marketable Securities).  This transaction did not meet the criteria for debt extinguishment under FAS 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishment of Liabilities.” Total revenues associated with Holiday Village were $353 and $1,276 for the three months ended September 30, 2006 and 2005 and $2,824 and $3,830 for the nine months ended September 30, 2006 and 2005, respectively. Total revenues associated with Greeley Mall were $442 and $1,544 for the three months ended September 30, 2006 and 2005 and $4,345 and $5,218 for the nine months ended September 30, 2006 and 2005, respectively.

On August 11, 2006, the Company sold Great Falls Marketplace for $27,500 resulting in a gain of $11,876.  Total revenues associated with Great Falls Marketplace were $231 and $647 for the three months ended September 30, 2006 and 2005 and $1,559 and $2,005 for the nine months ended September 30, 2006 and 2005, respectively.

The proceeds from the sale of properties during the three months ended September 30, 2006 were used in part to fund the Company’s pro rata share of the purchase price of the Federated acquisition (See Note 13 — Acquisitions) and pay down the line of credit (See Note 9 — Bank and Other Notes Payable).

Recent Accounting Pronouncements:

In December 2004, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 123 (revised), “Share-Based Payment” SFAS No. 123(R) requires that all share-based payments to employees, including grants of employee awards and stock options, be recognized in the income statement based on their fair values. The Company adopted this statement at January 1, 2006. See Note 16 — Share-Based Plans, for the impact of the adoption of SFAS No. 123 (R) on the results of operations.

8




 

In March 2005, FASB issued Interpretation No. 47 (“FIN 47”), “Accounting for Conditional Asset Retirement Obligations — an interpretation of SFAS No. 143.”  FIN 47, requires that a liability be recognized for the fair value of a conditional asset retirement obligation if the fair value can be reasonably estimated. As a result of the Company’s adoption of FIN 47, the Company recorded an additional liability of $615 in 2005. As of September 30, 2006 and December 31, 2005, the Company’s liability for retirement obligations was $292 and $1,163, respectively.

In June 2005, a consensus was reached by FASB related to Issue No. 04-5, “Determining Whether a General Partner, or the General Partners as a Group, controls a Limited Partnership or Similar Entity When the Limited Partners have Certain Rights.”  The adoption of this pronouncement did not have a material effect on the Company’s results of operations or financial condition.

In February 2006, the FASB issued 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 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 Company is required to adopt SFAS No. 155 for fiscal year 2007 and does not expect its adoption to 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.  FIN 48 is effective for fiscal years beginning after December 15, 2006.  The Company is currently evaluating the impact of FIN 48 on its consolidated results of operations and 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 fiscal 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 misstatements.  SAB No. 108 is effective for fiscal years ending after November 16, 2006.   The Company is currently evaluating the impact of SAB No. 108 on its consolidated results of operations and 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.

9




 

Earnings per Share (“EPS”):

The computation of basic earnings per share is based on net income and the weighted average number of common shares outstanding for the three and nine months ended September 30, 2006 and 2005.  The computation of diluted earnings per share includes the effect of dilutive securities calculated using the treasury stock method.  The OP units not held by the Company have been included in the diluted EPS since they may be redeemable on a one-for-one basis for common stock, 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,

 

 

 

2006

 

2005

 

 

 

Net Income

 

Shares

 

Per Share

 

Net Income

 

Shares

 

Per Share

 

Net income

 

$

53,167

 

 

 

 

 

$

10,338

 

 

 

 

 

Less: Preferred dividends (1)

 

6,199

 

 

 

 

 

6,274

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic EPS:

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income available to common stockholders

 

46,968

 

71,479

 

$

0.66

 

4,064

 

59,247

 

$

0.07

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted EPS:

 

 

 

 

 

 

 

 

 

 

 

 

 

Conversion of OP units

 

8,901

 

13,247

 

 

 

1,406

 

14,132

 

 

 

Employee stock options

 

 

295

 

 

 

 

281

 

 

 

Net income available to common stockholders

 

$

55,869

 

85,021

 

$

0.66

 

$

5,470

 

73,660

 

$

0.07

 

 

 

For the Nine Months Ended September 30,

 

 

 

2006

 

2005

 

 

 

Net Income

 

Shares

 

Per Share

 

Net Income

 

Shares

 

Per Share

 

Net income

 

$

98,231

 

 

 

 

 

$

42,151

 

 

 

 

 

Less: Preferred dividends (1)

 

18,139

 

 

 

 

 

13,197

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic EPS:

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income available to common stockholders

 

80,092

 

70,587

 

$

1.13

 

28,954

 

59,073

 

$

0.49

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted EPS:

 

 

 

 

 

 

 

 

 

 

 

 

 

Conversion of OP units

 

15,131

 

13,337

 

 

 

7,085

 

14,114

 

 

 

Employee stock options

 

 

292

 

 

 

 

335

 

 

 

Net income available to common stockholders

 

$

95,223

 

84,216

 

$

1.13

 

$

36,039

 

73,522

 

$

0.49

 


(1) Preferred dividends include convertible preferred unit dividends of $3,624 and $3,771 for the three months ended September 30, 2006 and 2005 and $10,631 and $5,979 for the nine months ended September 30, 2006 and 2005, respectively (See Note 13 — Acquisitions).

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
September 30,

 

For the Nine Months Ended
September 30,

 

 

 

2006

 

2005

 

2006

 

2005

 

Income from continuing operations

 

$

1,656

 

$

1,194

 

$

3,191

 

$

6,187

 

Discontinued operations:

 

 

 

 

 

 

 

 

 

Gain on sale of assets

 

7,227

 

 

11,467

 

57

 

Income from discontinued operations

 

18

 

212

 

473

 

841

 

Total

 

$

8,901

 

$

1,406

 

$

15,131

 

$

7,085

 

 

10




3.     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, 2006 is as follows:

 

 

 

Partnership’s

 

Joint Venture

 

Ownership %

 

SDG Macerich Properties, L.P.

 

50.0

%

 

 

 

 

Pacific Premier Retail Trust

 

51.0

%

 

 

 

 

Westcor Joint Ventures:

 

 

 

Camelback Colonnade SPE LLC

 

75.0

%

Chandler Festival SPE, LLC

 

50.0

%

Chandler Gateway SPE LLC

 

50.0

%

Coolidge Holding LLC

 

37.5

%

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

%

New River Associates—Arrowhead Towne Center

 

33.3

%

Propcor II Associates, LLC—Boulevard Shops

 

50.0

%

Russ Lyon Realty/Westcor Venture I

 

50.0

%

SanTan Village Phase 2 LLC

 

34.9

%

Scottsdale Fashion Square Partnership

 

50.0

%

The Market at Estrella Falls LLC

 

35.1

%

Westcor/Gilbert, L.L.C.

 

50.0

%

Westcor/Goodyear, L.L.C.

 

50.0

%

Westcor/Queen Creek LLC

 

37.5

%

Westcor/Queen Creek Residential LLC

 

37.5

%

Westcor/Surprise LLC

 

33.3

%

Westlinc Associates—Hilton Village

 

50.0

%

Westpen Associates

 

50.0

%

 

 

 

 

Other Joint Ventures:

 

 

 

Biltmore Shopping Center Partners LLC

 

50.0

%

Chandler Village Center, LLC

 

50.0

%

Corte Madera Village, LLC

 

50.1

%

Kierland Tower Lofts, LLC

 

15.0

%

Macerich Northwestern Associates

 

50.0

%

MetroRising AMS Holding LLC

 

15.0

%

NorthPark Land Partners, LP

 

50.0

%

NorthPark Partners, LP

 

50.0

%

PHXAZ/Kierland Commons, L.L.C.

 

24.5

%

Propcor Associates

 

25.0

%

Tysons Corner Holdings LLC

 

50.0

%

Tysons Corner Property Holdings LLC

 

50.0

%

Tysons Corner LLC

 

50.0

%

Tysons Corner Property Holdings II LLC

 

50.0

%

Tysons Corner Property LLC

 

50.0

%

Westcor/Queen Creek Commercial LLC

 

37.6

%

Westcor/Queen Creek Medical LLC

 

37.6

%

Westcor/Surprise Auto Park LLC

 

33.3

%

West Acres Development, LLP

 

19.0

%

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

 

50.0

%

WM Ridgmar, L.P.

 

50.0

%

 

11




The Company accounts for unconsolidated joint ventures using the equity method of accounting.  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 these joint venture partners and accounts for these joint ventures using the equity method of accounting.

On January 11, 2005, the Company became a 15% owner in a joint venture that acquired Metrocenter, a 1.3 million square foot super-regional mall in Phoenix, Arizona. The total purchase price was $160,000 and concurrently with the acquisition, the joint venture placed a $112,000 floating rate loan on the property. The Company’s share of the purchase price, net of the debt, was $7,200 which was funded by cash and borrowings under the Company’s line of credit.  The results of Metrocenter are included below for the period subsequent to its date of acquisition.

On January 21, 2005, the Company formed a 50/50 joint venture with a private investment company. The joint venture acquired a 49% interest in Kierland Commons, a 437,000 square foot mixed use center in Phoenix, Arizona. The joint venture’s purchase price for the interest in the center was $49,000. The Company assumed its share of the underlying property debt and funded the remainder of its share of the purchase price with cash and borrowings under the Company’s line of credit.  The results of Kierland Commons are included below for the period subsequent to its date of acquisition.

On April 8, 2005, the Company formed a 50/50 joint venture with an affiliate of Walton Street Capital, LLC, and acquired Ridgmar Mall, a 1.3 million square foot super-regional mall in Fort Worth, Texas.  The total purchase price was $71,075 and concurrently with the transaction, the joint venture placed a $57,400 fixed rate loan on the property with an annual interest rate of 6.0725%.  The balance of the Company’s pro rata share, $6,838, of the purchase price was funded by borrowings under the Company’s line of credit.  The results of Ridgmar Mall are included below for the period subsequent to its date of acquisition.

On April 25, 2005, as part of the Wilmorite acquisition (See Note 13 — Acquisitions), the Company became a 50% joint venture partner in Tysons Corner, a 2.2 million super-regional mall in McLean, Virginia.  The results of Tysons Corner below are included for the period subsequent to its date of acquisition.

Combined and Condensed Balance Sheets of Unconsolidated Joint Ventures

 

September 30,

 

December 31,

 

 

 

2006

 

2005

 

Assets:

 

 

 

 

 

Properties, net

 

$

4,237,506

 

$

4,127,540

 

Other assets

 

412,025

 

333,022

 

Total assets

 

$

4,649,531

 

$

4,460,562

 

 

 

 

 

 

 

Liabilities and partners’ capital:

 

 

 

 

 

Mortgage notes payable(1)

 

$

3,469,793

 

$

3,077,018

 

Other liabilities

 

170,877

 

169,253

 

The Company’s capital(2)

 

550,455

 

618,803

 

Outside partners’ capital

 

458,406

 

595,488

 

Total liabilities and partners’ capital

 

$

4,649,531

 

$

4,460,562

 


(1)  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, 2006 and December 31, 2005, the total amount of debt that could become recourse to the Company was $10,246 and $21,630, respectively.

(2)  The Company’s investment in unconsolidated joint ventures was $450,596 and $456,818 more than the underlying equity as reflected in the joint ventures’ financial statements as of September 30, 2006 and December 31, 2005, 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 $5,024 and $4,424 for the three months ended September 30, 2006 and 2005, and $12,039 and $10,226 for the nine months ended September 30, 2006 and 2005, respectively.

12




Combined and Condensed Statements of Operations of Unconsolidated Joint Ventures

 

 

 

SDG

 

Pacific

 

Westcor

 

Other

 

 

 

 

 

Macerich

 

Premier

 

Joint

 

Joint

 

 

 

 

 

Properties

 

Retail Trust

 

Ventures

 

Ventures

 

Total

 

Three Months Ended September 30, 2006

 

 

 

 

 

 

 

 

 

 

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

Minimum rents

 

$

23,063

 

$

30,482

 

$

23,838

 

$

54,189

 

$

131,572

 

Percentage rents

 

796

 

1,429

 

1,488

 

3,590

 

7,303

 

Tenant recoveries

 

12,732

 

12,532

 

11,099

 

25,649

 

62,012

 

Other

 

1,218

 

1,047

 

1,691

 

4,587

 

8,543

 

Total revenues

 

37,809

 

45,490

 

38,116

 

88,015

 

209,430

 

Expenses:

 

 

 

 

 

 

 

 

 

 

 

Shopping center and operating expenses

 

14,149

 

13,896

 

12,029

 

31,078

 

71,152

 

Interest expense

 

11,869

 

12,742

 

9,811

 

19,210

 

53,632

 

Depreciation and amortization

 

7,195

 

7,385

 

6,870

 

20,794

 

42,244

 

Total operating expenses

 

33,213

 

34,023

 

28,710

 

71,082

 

167,028

 

Gain (loss) on sale or write-down of assets

 

2

 

 

(4

)

 

(2

)

Net income

 

$

4,598

 

$

11,467

 

$

9,402

 

$

16,933

 

$

42,400

 

Company’s equity in net income

 

$

2,300

 

$

5,838

 

$

2,517

 

$

7,835

 

$

18,490

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended September 30, 2005

 

 

 

 

 

 

 

 

 

 

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

Minimum rents

 

$

22,945

 

$

28,746

 

$

22,606

 

$

35,926

 

$

110,223

 

Percentage rents

 

760

 

1,225

 

1,305

 

1,701

 

4,991

 

Tenant recoveries

 

11,600

 

11,000

 

10,532

 

16,961

 

50,093

 

Other

 

687

 

841

 

1,605

 

3,078

 

6,211

 

Total revenues

 

35,992

 

41,812

 

36,048

 

57,666

 

171,518

 

Expenses:

 

 

 

 

 

 

 

 

 

 

 

Shopping center and operating expenses

 

14,199

 

11,496

 

11,616

 

22,810

 

60,121

 

Interest expense

 

8,552

 

12,659

 

8,277

 

10,355

 

39,843

 

Depreciation and amortization

 

7,177

 

6,977

 

6,975

 

10,789

 

31,918

 

Total operating expenses

 

29,928

 

31,132

 

26,868

 

43,954

 

131,882

 

Gain (loss) on sale of assets

 

 

 

5,858

 

(12

)

5,846

 

Loss on early extinguishment of debt

 

 

(13

)

 

 

(13

)

Net income

 

$

6,064

 

$

10,667

 

$

15,038

 

$

13,700

 

$

45,469

 

Company’s equity in net income

 

$

3,032

 

$

5,433

 

$

5,261

 

$

5,105

 

$

18,831

 

 

 

 

 

 

 

 

 

 

 

 

 

Nine Months Ended September 30, 2006

 

 

 

 

 

 

 

 

 

 

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

Minimum rents

 

$

70,296

 

$

92,376

 

$

72,557

 

$

136,050

 

$

371,279

 

Percentage rents

 

2,405

 

4,085

 

3,478

 

6,688

 

16,656

 

Tenant recoveries

 

35,371

 

36,598

 

32,057

 

70,896

 

174,922

 

Other

 

2,830

 

2,915

 

4,695

 

12,311

 

22,751

 

Total revenues

 

110,902

 

135,974

 

112,787

 

225,945

 

585,608

 

Expenses:

 

 

 

 

 

 

 

 

 

 

 

Shopping center and operating expenses

 

43,179

 

38,146

 

35,622

 

80,889

 

197,836

 

Interest expense

 

32,312

 

38,426

 

28,865

 

46,665

 

146,268

 

Depreciation and amortization

 

21,719

 

21,876

 

21,989

 

49,289

 

114,873

 

Total operating expenses

 

97,210

 

98,448

 

86,476

 

176,843

 

458,977

 

Gain on sale or write-down of assets

 

2

 

 

576

 

325

 

903

 

Net income

 

$

13,694

 

$

37,526

 

$

26,887

 

$

49,427

 

$

127,534

 

Company’s equity in net income

 

$

6,847

 

$

19,030

 

$

8,785

 

$

22,705

 

$

57,367

 

 

13




 

 

 

SDG

 

Pacific

 

Westcor

 

Other

 

 

 

 

 

Macerich

 

Premier

 

Joint

 

Joint

 

 

 

 

 

Properties

 

Retail Trust

 

Ventures

 

Ventures

 

Total

 

Nine Months Ended September 30, 2005

 

 

 

 

 

 

 

 

 

 

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

Minimum rents

 

$

68,765

 

$

85,611

 

$

66,534

 

$

87,143

 

$

308,053

 

Percentage rents

 

2,620

 

3,531

 

2,319

 

3,690

 

12,160

 

Tenant recoveries

 

33,913

 

31,271

 

29,449

 

42,871

 

137,504

 

Other

 

3,191

 

2,744

 

3,809

 

8,578

 

18,322

 

Total revenues

 

108,489

 

123,157

 

102,111

 

142,282

 

476,039

 

Expenses:

 

 

 

 

 

 

 

 

 

 

 

Shopping center and operating expenses

 

42,466

 

34,767

 

33,585

 

55,700

 

166,518

 

Interest expense

 

25,375

 

36,787

 

24,998

 

31,915

 

119,075

 

Depreciation and amortization

 

21,564

 

20,871

 

23,494

 

27,068

 

92,997

 

Total operating expenses

 

89,405

 

92,425

 

82,077

 

114,683

 

378,590

 

Gain (loss) on sale of assets

 

 

 

7,317

 

(12

)

7,305

 

Loss on early extinguishment of debt

 

 

(13

)

 

 

(13

)

Net income

 

$

19,084

 

$

30,719

 

$

27,351

 

$

27,587

 

$

104,741

 

Company’s equity in net income

 

$

9,542

 

$

15,644

 

$

9,940

 

$

11,290

 

$

46,416

 

 

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 $133,659 and $137,954 as of September 30, 2006 and December 31, 2005, respectively. NML is considered a related party because they are a joint venture partner with the Company in Macerich Northwestern Associates. Interest expense incurred on these borrowings amounted to $2,285 and $2,372 for the three months ended September 30, 2006 and 2005 and $6,830 and $7,097 for the nine months ended September 30, 2006 and 2005, respectively.

4.     Derivative Instruments and Hedging Activities

The Company recognizes all derivatives in the consolidated financial statements and measures the derivatives 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 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 the fair value of derivatives are recorded each period in comprehensive income. Ineffective portions if any, are included in net income. No ineffectiveness was recorded in net income during the three and nine months ended September 30, 2006 and 2005. 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, 2006, five of the Company’s derivative instruments were not designated as cash flow hedges.

As of September 30, 2006 and December 31, 2005, the Company had $1,754 and $2,762, respectively, reflected in comprehensive income related to treasury rate locks settled in prior years. The Company reclassified $339 and $330 for the three months ended September 30, 2006 and 2005 and $1,008 and $1,008 for the nine months ended September 30, 2006 and 2005, respectively, related to treasury rate lock transactions settled in prior years from accumulated other comprehensive income to earnings. It is anticipated that an additional $1,344 will be reclassified during the following 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. The Company recorded other comprehensive income (loss) of $90 and ($1,358) related to the marking-to-market of interest rate swap/cap agreements for the nine months ended September 30, 2006 and 2005, respectively.

14




5.     Property:

Property consists of the following:

 

September 30,

 

December 31,

 

 

 

2006

 

2005

 

Land

 

$

1,178,821

 

$

1,095,180

 

Building improvements

 

4,661,734

 

4,604,803

 

Tenant improvements

 

223,632

 

222,619

 

Equipment and furnishings

 

82,535

 

75,836

 

Construction in progress

 

295,852

 

162,157

 

 

 

6,442,574

 

6,160,595

 

Less accumulated depreciation

 

(766,615

)

(722,099

)

 

 

$

5,675,959

 

$

5,438,496

 

 

The Company had a loss of $600 from the sale of assets and a $637 gain from the sale of land, during the nine months ended September 30, 2006 and a loss of $131 from the sale of assets and a gain on sale of land of $1,308 for the nine months ended September 30, 2005.

6.     Marketable Securities:

The Company accounts for its investments in marketable securities as held-to maturity debt securities under the provisions of SFAS No. 115, Accounting for Certain Investments in Debt and Equity Securities as the Company has the intent and ability to hold these securities to maturity. Accordingly, investments in marketable securities are carried at their amortized cost. The discount on marketable securities will be amortized into interest income on a straight-line basis over the term of the notes, which approximates the effective interest method.

Marketable securities consist of the following:

 

 

September 30,

 

December 31,

 

 

 

2006

 

2005

 

Government debt securities, at par value

 

$

32,126

 

$

 

Less discount

 

(1,938

)

 

 

 

30,188

 

 

Unrealized gain

 

644

 

 

Fair value

 

$

30,832

 

$

 

 

Future contractual maturities of marketable securities are as follows:

 

1 year or less

 

$

1,172

 

1 to 5 years

 

6,595

 

5 to 10 year

 

24,359

 

 

 

$

32,126

 

 

The proceeds from maturities and interest receipts from the marketable securities are restricted to the service of the $28,427 note on which the Company remains obligated following the sale of  Greeley Mall on July 27, 2006 (See Note 9 — Bank and Other Notes Payable).

15




7.     Deferred Charges And Other Assets:

Deferred charges and other assets are summarized as follows:

 

September 30,

 

December 31,

 

 

 

2006

 

2005

 

Leasing

 

$

119,562

 

$

117,060

 

Financing

 

41,388

 

39,323

 

Intangible assets resulting from SFAS No. 141 allocations:

 

 

 

 

 

In-place lease values

 

207,580

 

218,488

 

Leasing commissions and legal costs

 

36,237

 

36,732

 

 

 

404,767

 

411,603

 

Less accumulated amortization

 

(165,562

)

(142,747

)

 

 

239,205

 

268,856

 

Other assets

 

90,235

 

91,361

 

 

 

$

329,440

 

$

360,217

 

Additionally, as it relates to SFAS No. 141, a deferred credit representing the allocated value to below market leases of $77,513 and $84,241 is recorded in “Other accrued liabilities” of the Company, as of September 30, 2006 and December 31, 2005, respectively. Included in “Other assets” of the Company is an allocated value of above market leases of $32,264 and $28,660, as of September 30, 2006 and December 31, 2005, respectively. The allocated values of below and above market leases will be amortized into minimum rents revenue on a straight-line basis over the individual remaining lease terms.

16




8.     Mortgage Notes Payable:

Mortgage notes payable consist of the following:

 

 

Carrying Amount of Mortgage Notes (a) 

 

 

 

 

 

 

 

 

 

September 30, 2006

 

December 31, 2005

 

 

 

Monthly

 

 

 

Property Pledged as Collateral

 

Other

 

Related
Party

 

Other

 

Related
Party

 

Interest
Rate

 

Payment
Term (b)

 

Maturity
Date

 

Borgata

 

$

15,022

 

$

 

$

15,422

 

$

 

5.39

%

$

115

 

2007

 

Capitola Mall

 

 

41,404

 

 

42,573

 

7.13

%

380

 

2011

 

Carmel Plaza

 

26,776

 

 

27,064

 

 

8.18

%

202

 

2009

 

Casa Grande (c)

 

4,984

 

 

 

 

6.73

%

28

 

2009

 

Chandler Fashion Center

 

173,656

 

 

175,853

 

 

5.48

%

1,043

 

2012

 

Chesterfield Towne Center (d)

 

57,498

 

 

58,483

 

 

9.07

%

548

 

2024

 

Citadel, The

 

62,598

 

 

64,069

 

 

7.20

%

544

 

2008

 

Crossroads Mall (e)

 

61,200

 

 

 

 

6.26

%

319

 

2016

 

Danbury Fair Mall

 

184,474

 

 

189,137

 

 

4.64

%

1,225

 

2011

 

Eastview Commons

 

9,192

 

 

9,411

 

 

5.46

%

66

 

2010

 

Eastview Mall

 

103,329

 

 

104,654

 

 

5.10

%

592

 

2014

 

Fiesta Mall

 

84,000

 

 

84,000

 

 

4.88

%

346

 

2015

 

Flagstaff Mall

 

37,000

 

 

37,000

 

 

4.97

%

155

 

2015

 

FlatIron Crossing

 

191,847

 

 

194,188

 

 

5.23

%

1,102

 

2013

 

Freehold Raceway Mall

 

184,942

 

 

189,161

 

 

4.68

%

1,184

 

2011

 

Fresno Fashion Fair

 

64,838

 

 

65,535

 

 

6.52

%

437

 

2008

 

Great Northern Mall

 

41,109

 

 

41,575

 

 

5.19

%

224

 

2013

 

Greece Ridge Center (f)

 

72,000

 

 

72,012

 

 

5.98

%

305

 

2007

 

Greeley Mall

 

 

 

28,849

 

 

6.18

%

 

(g)

 

La Cumbre Plaza (h)

 

30,000

 

 

30,000

 

 

6.21

%

133

 

2007

 

La Encantada (i)

 

51,000

 

 

45,905

 

 

7.08

%

248

 

2008

 

Marketplace Mall

 

40,746

 

 

41,545

 

 

5.30

%

267

 

2017

 

Northridge Mall (j)

 

82,852

 

 

83,840

 

 

4.84

%

453

 

2009

 

Northwest Arkansas Mall

 

53,252

 

 

54,442

 

 

7.33

%

434

 

2009

 

Oaks, The (k)

 

92,000

 

 

108,000

 

 

6.03

%

487

 

2007

 

Pacific View

 

90,560

 

 

91,512

 

 

7.15

%

648

 

2011

 

Panorama Mall (l)

 

50,000