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    SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

/x/

 

Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended December 31, 2000 or

/ /

 

Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

 

For the transition period from            to           

 

 

Commission File Number 1-12504

 

 

 

FORM 10-K

 

LOGO
    (Exact name of registrant as specified in its charter)

 

 

Maryland
(State or other jurisdiction of incorporation or organization)
401 Wilshire Boulevard, # 700
Santa Monica, California 90401
(Address of principal executive offices and zip code)

 

 

95-4448705
(I.R.S. Employer Identification No.)

 

 

Registrant's telephone number, including area code: (310) 394-6000

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

 

Title of each class
Common Stock, $0.01 Par Value
Preferred Share Purchase Rights

 

 

Name of each exchange on which registered
New York Stock Exchange
New York Stock Exchange

 

 

Securities registered pursuant to Section 12(g) of the Act: None

 

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter periods that the registrant was required to file such report(s)) and (2) has been subject to such filing requirements for the past 90 days. Yes /x/ No / /.

 

 

Indicate by a check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to the Form 10-K. / /

 

 

As of February 27, 2001, the aggregate market value of the 21,646,000 shares of Common Stock held by non-affiliates of the registrant was $450 million based upon the closing price ($20.81) on the New York Stock Exchange composite tape on such date. (For this computation, the registrant has excluded the market value of all shares of its Common Stock reported as beneficially owned by executive officers and directors of the registrant and certain other shareholders; such exclusion shall not be deemed to constitute an admission that any such person is an "affiliate" of the registrant.) As of February 27, 2001, there were 33,630,270 shares of Common Stock outstanding.

 

 

DOCUMENTS INCORPORATED BY REFERENCE

 

 

Portions of the proxy statement for the annual stockholders meeting to be held in 2001 are incorporated by reference into Part III.

THE MACERICH COMPANY

Annual Report on Form 10-K

For The Year Ended December 31, 2000

Table of Contents

Item No.

  Page No.



Part I

 

 

1.   Business   1-11

2.   Properties   12-18

3.   Legal Proceedings   18

4.   Submission of Matters to a Vote of Security Holders   18


Part II

 

 

5.   Market for the Registrant's Common Equity and Related Stockholder Matters   19-20

6.   Selected Financial Data   21-24

7.   Management's Discussion and Analysis of Financial Condition and Results of Operations   24-36

7A.   Quantitative and Qualitative Disclosures About Market Risk   37

8.   Financial Statements and Supplementary Data   37

9.   Changes in and Disagreements with Accountants on Accounting and Financial Disclosure   38


Part III

 

 

10.   Directors and Executive Officers of the Company   38

11.   Executive Compensation   38

12.   Security Ownership of Certain Beneficial Owners and Management   38

13.   Certain Relationships and Related Transactions   38


Part IV

 

 

14.   Exhibits, Financial Statements, Financial Statement Schedules and Reports on Form 8-K   39-101


Signatures

 

  



Part I

ITEM I. BUSINESS

General
The Macerich Company (the "Company") is involved in the acquisition, ownership, redevelopment, management and leasing of regional and community shopping centers located throughout the United States. The Company is the sole general partner of, and owns a majority of the ownership interests in, The Macerich Partnership, L.P., a Delaware limited partnership (the "Operating Partnership"). The Operating Partnership owns or has an ownership interest in 46 regional shopping centers and five community shopping centers aggregating approximately 42 million square feet of gross leasable area ("GLA"). These 51 regional and community shopping centers are referred to hereinafter as the "Centers", unless the context otherwise requires. The Company is a self-administered and self-managed real estate investment trust ("REIT") and conducts all of its operations through the Operating Partnership and the Company's three management companies, Macerich Property Management Company, a California corporation, Macerich Manhattan Management Company, a California corporation, and Macerich Management Company, a California corporation (collectively, the "Management Companies").

The Company was organized as a Maryland corporation in September 1993 to continue and expand the shopping center operations of Mace Siegel, Arthur M. Coppola, Dana K. Anderson and Edward C. Coppola and certain of their business associates.

All references to the Company in this Form 10-K include the Company, those entities owned or controlled by the Company and predecessors of the Company, unless the context indicates otherwise.

RECENT DEVELOPMENTS

A. Stock Repurchase Program
On November 10, 2000, the Company's Board of Directors approved a stock repurchase program of up to 3.4 million shares of common stock. As of December 31, 2000, the Company repurchased 564,000 shares of its common stock at an average price of $19.02 per share.

B. Refinancings
On April 12, 2000, additional debt of $138.5 million was placed on the SDG Macerich Properties, L.P. portfolio. This debt, consisting of both fixed and floating interest rates, has a current average interest rate of 7.51% and matures May 15, 2006. The Company's share of the financing proceeds of $69.2 million was used to pay down the Company's line of credit.

On June 1, 2000, the Pacific Premier Retail Trust ("PPRT") joint venture refinanced the debt on Kitsap Mall. A $38.0 million loan at an effective interest rate of 8.60%, was paid in full and a new note was issued for $61.0 million bearing interest at a fixed rate of 8.06% and maturing June 1, 2010.

On August 31, 2000, the Company refinanced the debt on Vintage Faire Mall. The prior loan of $52.8 million, at a fixed interest rate of 7.65%, was paid in full and a new note was issued for $70.0 million bearing interest at a fixed rate of 7.89% and maturing September 1, 2010.

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On October 2, 2000, the Company refinanced the debt on Santa Monica Place. An $85.0 million floating rate loan was paid in full and a new note was issued for $85.0 million bearing interest at a fixed rate of 7.70% and maturing November 1, 2010.

On December 1, 2000, the PPRT joint venture refinanced the debt on Stonewood Mall. A $75.0 million floating rate loan was paid in full and a new note was issued for $77.8 million bearing interest at a fixed rate of 7.41% and maturing December 11, 2010.

C. Other Events
On September 30, 2000, Manhattan Village, a 551,847 square foot regional shopping center, 10% of which was owned by the Operating Partnership, was sold. The joint venture sold the property for $89.0 million, including a note receivable from the buyer for $79.0 million at an interest rate of 8.75% payable monthly, until its maturity date of September 30, 2001.

During 2000, the Company entered into a ten-year energy management and procurement contract with Enron Energy Services ("Enron"). Enron will manage the supply of electricity and natural gas and provide energy management services to the majority of the Centers.

During 2000, the Company invested $4.3 million in and became a founding member of MerchantWired, LLC, ("MerchantWired"). MerchantWired is providing a broadband communications network to retail property owners and retailers.

THE SHOPPING CENTER INDUSTRY

General
There are several types of retail shopping centers, which are differentiated primarily based on size and marketing strategy. Regional shopping centers generally contain in excess of 400,000 square feet of GLA, are typically anchored by two or more department or large retail stores ("Anchors") and are referred to as "Regional Shopping Centers" or "Malls". Regional Shopping Centers also typically contain numerous diversified retail stores ("Mall Stores"), most of which are national or regional retailers typically located along corridors connecting the Anchors. Community Shopping Centers, also referred to as "strip centers," are retail shopping centers that are designed to attract local or neighborhood customers and are typically anchored by one or more supermarkets, discount department stores and/or drug stores. Community Shopping Centers typically contain 100,000 square feet to 400,000 square feet of GLA. In addition, freestanding retail stores are located along the perimeter of the shopping centers ("Freestanding Stores"). Anchors, Mall and Freestanding Stores and other tenants typically contribute funds for the maintenance of the common areas, property taxes, insurance, advertising and other expenditures related to the operation of the shopping center.

Regional Shopping Centers
A Regional Shopping Center draws from its trade area by offering a variety of fashion merchandise, hard goods and services and entertainment, generally in an enclosed, climate controlled environment with convenient parking. Regional Shopping Centers provide an array of retail shops and entertainment facilities and often serve as the town center and the preferred gathering place for community, charity, and promotional events.

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The Company focuses on the acquisition, redevelopment, management and leasing of Regional Shopping Centers. Regional Shopping Centers have generally provided owners with relatively stable growth in income despite the cyclical nature of the retail business. This stability is due both to the diversity of tenants and to the typical dominance of Regional Shopping Centers in their trade areas. Regional Shopping Centers are difficult to develop because of the significant barriers to entry, including the limited availability of capital and suitable development sites, the presence of existing Regional Shopping Centers in most markets, a limited number of Anchors, and the associated development costs and risks. Consequently, the Company believes that few new Regional Shopping Centers will be built in the next five years.

Regional Shopping Centers have different strategies with regard to price, merchandise offered and tenant mix, and are generally tailored to meet the needs of their trade areas. Anchor tenants are located along common areas in a configuration designed to maximize consumer traffic for the benefit of the Mall Stores. Mall GLA, which generally refers to gross leasable area contiguous to the Anchors for tenants other than Anchors, is leased to a wide variety of smaller retailers. Mall Stores typically account for the majority of the revenues of a Regional Shopping Center.

Although a variety of retail formats compete for consumer purchases, the Company believes that Regional Shopping Centers will continue to be a preferred shopping destination. The combination of a climate controlled shopping environment, a dominant location, and a diverse tenant mix has resulted in Regional Shopping Centers generating higher tenant sales than are generally achieved at smaller retail formats. Further, the Company believes that department stores located in Regional Shopping Centers will continue to provide a full range of current fashion merchandise at a limited number of locations in any one market, allowing them to command the largest geographical trade area of any retail format.

Community Shopping Centers
Community Shopping Centers are designed to attract local and neighborhood customers and are typically open air shopping centers, with one or more supermarkets, drugstores or discount department stores. National retailers such as Kids-R-Us at Bristol Shopping Center, Saks Fifth Avenue at Carmel Plaza and The Gap, Victoria's Secret and Express/Bath and Body at Villa Marina, provide the Company's Community Shopping Centers with the opportunity to draw from a much larger trade area than a typical supermarket or drugstore anchored Community Shopping Center.

BUSINESS OF THE COMPANY

Management and Operating Philosophy
The Company believes that the shopping center business requires specialized skills across a broad array of disciplines for effective and profitable operations. For this reason, the Company has developed a fully integrated real estate organization with in-house acquisition, accounting, construction, finance, leasing, legal, marketing, property management and redevelopment expertise. In addition, the Company emphasizes a philosophy of decentralized property management, leasing and marketing performed by on-site professionals. The Company believes that this strategy results in the optimal operation, tenant mix and drawing power of each Center as well as the ability to quickly respond to changing competitive conditions of the Center's trade area.

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Property Management and Leasing.  The Company believes that on-site property managers can most effectively operate the Centers. Each Center's property manager is responsible for overseeing the operations, marketing, maintenance and security functions at the Center. Property managers focus special attention on controlling operating costs, a key element in the profitability of the Centers, and seek to develop strong relationships with and to be responsive to the needs of retailers.

The Company believes strongly in decentralized leasing and accordingly, most of its leasing managers are located on-site to better understand the market and the community in which a Center is located. Leasing managers are charged with more than the responsibility of leasing space; they continually assess and fine tune each Center's tenant mix, identify and replace under performing tenants and seek to optimize existing tenant sizes and configurations.

Acquisitions.  Since its initial public offering ("IPO"), the Company has acquired interests in shopping centers nationwide. These acquisitions were identified and consummated by the Company's staff of acquisition professionals who are strategically located in Santa Monica, Dallas, Denver, and Atlanta. The Company believes that it is geographically well positioned to cultivate and maintain ongoing relationships with potential sellers and financial institutions and to act quickly when acquisition opportunities arise. The Company focuses on assets that are or can be dominant in their trade area, have a franchise and where there is intrinsic value.

The Company made the following acquisitions in 1998: The Company along with a 50/50 joint venture partner, acquired a portfolio of twelve regional malls totaling 10.7 million square feet on February 27, 1998; South Plains Mall in Lubbock, Texas on June 19,1998; Westside Pavilion in Los Angeles, California on July 1, 1998; Village at Corte Madera in Corte Madera, California in June and July 1998; Carmel Plaza in Carmel, California on August 10, 1998; and Northwest Arkansas Mall in Fayetteville, Arkansas on December 15, 1998. Together, these properties are known as the "1998 Acquisition Centers."

On February 18, 1999, the Company, along with a joint venture partner, acquired a portfolio of three regional malls, the retail component of a mixed-use development, five contiguous properties and two non-contiguous community shopping centers totaling approximately 3.6 million square feet. The Company is a 51% owner of this portfolio. The second phase of this transaction, which closed on July 12, 1999, consisted of the acquisition of the office component of the mixed-use development. The two non-contiguous community shopping centers were subsequently sold in October and November of 1999. Additionally, the Company acquired Los Cerritos Center in Cerritos, California, on June 2, 1999 and Santa Monica Place in Santa Monica, California, on October 29, 1999. Together, these properties are known as the "1999 Acquisition Centers."

During 2000, market conditions, including the cost of capital and the lack of attractive opportunities, resulted in the first year subsequent to our IPO in which we had no acquisitions. Furthermore, management anticipates no acquisitions for 2001.

Redevelopment.  One of the major components of the Company's growth strategy is its ability to redevelop acquired properties. For this reason, the Company has built a staff of redevelopment professionals who have primary responsibility for identifying redevelopment opportunities that will

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result in enhanced long-term financial returns and market position for the Centers. The redevelopment professionals oversee the design and construction of the projects in addition to obtaining required governmental approvals.

The Centers.  As of December 31, 2000, the Centers consist of 46 Regional Shopping Centers and five Community Shopping Centers aggregating approximately 42 million square feet of GLA. The 46 Regional Shopping Centers in the Company's portfolio average approximately 884,378 square feet of GLA and range in size from 2.1 million square feet of GLA at Lakewood Mall to 328,667 square feet of GLA at Panorama Mall. The Company's five Community Shopping Centers, Boulder Plaza, Bristol Shopping Center, Carmel Plaza, Great Falls Marketplace and Villa Marina Marketplace, have an average of 217,652 square feet of GLA. The 46 Regional Shopping Centers presently include 182 Anchors totaling approximately 23.1 million square feet of GLA and approximately 6,363 Mall and Freestanding Stores totaling approximately 18.7 million square feet of GLA.

Total revenues, including joint ventures at their pro rata share, increased to $486.1 million in 2000 from $461.2 million in 1999 primarily due to releasing space at higher rents. See "Management's Discussion and Analysis of Financial Condition and Results of Operations." No Center generated more than 10% of shopping center revenues during 1999 and 2000.

Cost of Occupancy
The Company's management believes that in order to maximize the Company's operating cash flow, the Centers' Mall Store tenants must be able to operate profitably. A major factor contributing to tenant profitability is cost of occupancy. The following table summarizes occupancy costs for Mall Store tenants in the Centers as a percentage of total Mall Store sales for the last three years:

 
  For the Years Ended December 31,


 
  1998(2)

  1999(3)

  2000


Minimum rents   7.7%   7.4%   7.3%
Percentage rents   0.4%   0.5%   0.5%
Expense recoveries(1)   3.0%   2.9%   3.0%

Mall tenant occupancy costs   11.1%   10.8%   10.8%

(1)
Represents real estate tax and common area maintenance charges.

(2)
Excludes 1998 Acquisition Centers.

(3)
Excludes 1999 Acquisition Centers.

Competition
The 46 Regional Shopping Centers are generally located in developed areas in middle to upper income markets where there are relatively few other Regional Shopping Centers. In addition, 44 of the 46 Regional Shopping Centers contain more than 400,000 square feet of GLA. The Company intends to consider additional expansion and renovation projects to maintain and enhance the quality of the Centers and their competitive position in their trade areas.

There are numerous owners and developers of real estate that compete with the Company in its trade areas. There are eight other publicly traded mall companies and several large private mall companies,

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any of which under certain circumstances, could compete against the Company for an acquisition, an Anchor or a tenant. This results in competition for both acquisition of centers and for tenants to occupy space. The existence of competing shopping centers could have a material impact on the Company's ability to lease space and on the level of rent that can be achieved. There is also increasing competition from other forms of retail, such as factory outlet centers, power centers, discount shopping clubs, mail-order services, internet shopping and home shopping networks that could adversely affect the Company's revenues.

Major Tenants
The Centers derived approximately 91.3% of their total rents for the year ended December 31, 2000 from Mall and Freestanding Stores. One tenant accounted for approximately 4.4% of annual base rents of the Company, and no other single tenant accounted for more than 3.0%, as of December 31, 2000.

The following tenants (including their subsidiaries) represent the 10 largest tenants in the Company's portfolio (including joint ventures) based upon minimum rents in place as of December 31, 2000:

Tenant

  Number of Locations
in the Portfolio

  % of Total Minimum Rents
as of December 31, 2000


The Limited, Inc.   142   4.4%
AT&T Wireless Services   4   3.0%
The Gap, Inc.   55   2.5%
Venator Group, Inc.   122   2.5%
J.C. Penney Co., Inc.   33   1.4%
The Musicland Group, Inc.   44   1.1%
Claire Stores, Inc.   84   1.0%
Barnes and Noble, Inc.   20   1.0%
Zale Corporation   59   1.0%
Federated Department Stores   23   1.0%

Mall and Freestanding Stores
Mall and Freestanding Store leases generally provide for tenants to pay rent comprised of a fixed base (or "minimum") rent and a percentage rent based on sales. In some cases, tenants pay only a fixed minimum rent, and in some cases, tenants pay only percentage rents. Most leases for Mall and Freestanding Stores contain provisions that allow the Centers to recover their costs for maintenance of the common areas, property taxes, insurance, advertising and other expenditures related to the operations of the Center.

The Company uses tenant spaces 10,000 square feet and under for comparing rental rate activity. Tenant space 10,000 square feet and under in the portfolio at December 31, 2000, comprises 69.2% of all Mall and Freestanding Store space. The Company believes that to include space over 10,000 square feet would provide a less meaningful comparison.

When an existing lease expires, the Company is often able to enter into a new lease with a higher base rent component. The average base rent for new Mall and Freestanding Store leases, 10,000 square feet

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or under, commencing during 2000 was $32.95 per square foot, or 22% higher than the average base rent for all Mall and Freestanding Stores (10,000 square feet or under) at December 31, 2000 of $27.09 per square foot.

The following table sets forth for the Centers the average base rent per square foot of Mall and Freestanding GLA, for tenants 10,000 square feet and under, as of December 31 for each of the past three years:

December 31,

  Average Base
Rent Per
Square Foot(1)

  Average Base
Rent Per Sq. Ft. on
Leases Commencing
During the Year(2)

  Average Base
Rent Per Sq. Ft. on
Leases Expiring
During the Year(3)


1998   $25.08   $28.58   $26.34
1999   $25.60   $29.76   $27.29
2000   $27.09   $32.95   $28.56

(1)
Average base rent per square foot is based on Mall and Freestanding Store GLA for spaces 10,000 square feet or under occupied as of December 31 for each of the Centers owned by the Company in 1998 (excluding the 1998 Acquisition Centers), 1999 (excluding the 1999 Acquisition Centers), and 2000.

(2)
The base rent on lease signings during the year represents the actual rent to be paid on a per square foot basis during the first twelve months. New Centers are excluded in the year of acquisition.

(3)
The average base rent on leases expiring during the year represents the final year minimum rent, on a cash basis, for all tenant leases 10,000 square feet or under expiring during the year. On a comparable space basis, average initial rents, excluding the impact of straight lining of rent, on leases 10,000 square feet or under commencing in 2000 was $34.26 compared to expiring rents of $28.56. The average base rent on leases expiring in 1998 excludes the 1998 Acquisition Centers and the average for 1999 excludes the 1999 Acquisition Centers.

Bankruptcy and/or Closure of Retail Stores
The bankruptcy and/or closure of an Anchor, or its sale to a less desirable retailer, could adversely affect customer traffic in a Center and thereby reduce the income generated by that Center. Furthermore, the closing of an Anchor could, under certain circumstances, allow certain other Anchors or other tenants to terminate their leases or cease operating their stores at the Center or otherwise adversely affect occupancy at the Center.

Retail stores at the Centers other than Anchors may also seek the protection of the bankruptcy laws and/or close stores, which could result in the termination of such tenants' leases and thus cause a reduction in the cash flow generated by the Centers. Although no single retailer accounts for greater than 4.4% of total rents, the bankruptcy and/or closure of stores could result in decreased occupancy levels, reduced rental income or otherwise adversely impact the Centers. Although certain tenants have filed for bankruptcy, the Company does not believe such filings and any subsequent closures of their stores will have a material adverse impact on its operations.

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Lease Expirations
The following table shows scheduled lease expirations (for Centers owned as of December 31, 2000) of Mall and Freestanding Stores 10,000 square feet or under for the next ten years, assuming that none of the tenants exercise renewal options:

Year Ending
December 31,

  Number of
Leases
Expiring

  Approximate
GLA of
Expiring
Leases(1)

  % of Total
Leased GLA
Represented by
Expiring Leases(2)

  Ending
Base Rent per
Square Foot of
Expiring Leases(1)


2001   564   873,175   11.37%   $25.93
2002   477   703,080   9.16%   $28.34
2003   506   801,462   10.44%   $26.05
2004   454   722,768   9.41%   $27.61
2005   472   817,205   10.64%   $28.49
2006   391   734,188   9.56%   $30.18
2007   382   737,321   9.60%   $29.67
2008   374   718,095   9.35%   $30.74
2009   275   534,180   6.96%   $30.83
2010   339   594,806   7.75%   $32.66

(1)
Includes joint ventures at pro rata share

(2)
For leases 10,000 square feet or under

Anchors
Anchors have traditionally been a major factor in the public's identification with Regional Shopping Centers. Anchors are generally department stores whose merchandise appeals to a broad range of shoppers. Although the Centers receive a smaller percentage of their operating income from Anchors than from Mall and Freestanding Stores, strong Anchors play an important part in maintaining customer traffic and making the Centers desirable locations for Mall and Freestanding Store tenants.

Anchors either own their stores, the land under them and in some cases adjacent parking areas, or enter into long-term leases with an owner at rates that are lower than the rents charged to tenants of Mall and Freestanding Stores. Each Anchor which owns its own store, and certain Anchors which lease their stores, enter into reciprocal easement agreements with the owner of the Center covering among other things, operational matters, initial construction and future expansion.

Anchors accounted for approximately 8.7% of the Company's total rent for the year ended December 31, 2000.

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The following table identifies each Anchor, each parent company that owns multiple Anchors and the number of square feet owned or leased by each such Anchor or parent company in the Company's portfolio at December 31, 2000:

Name

  Number of
Anchor Stores

  GLA
Owned
By Anchor

  GLA
Leased
By Anchor

  Total GLA
Occupied
By Anchor


J.C. Penney(1)   33   1,229,034   3,184,378   4,413,412
Sears   30   2,197,192   1,631,297   3,828,489
Target Corp.                
  Mervyn's   12   571,016   413,337   984,353
  Target   9   581,260   379,871   961,131
  Dayton's   2   115,193   100,790   215,983

    Total   23   1,267,469   893,998   2,161,467
Federated Department Stores                
  Macy's   10   1,467,367   411,599   1,878,966
  Macy's Men's & Juniors   2     146,906   146,906
  Macy's Men's & Home   1     88,537   88,537
  The Bon Marche   2     181,000   181,000
  Lazarus   1   159,068     159,068

    Total   16   1,626,435   828,042   2,454,477
May Department Stores Co.                
  Robinsons-May   6   676,928   494,102   1,171,030
  Foley's   4   725,316     725,316
  Hechts   2   140,000   143,426   283,426
  Famous Barr   1   180,000     180,000
  Meier & Frank   1   259,510     259,510
  Meier & Frank–ZCMI   1     200,000   200,000

    Total   15   1,981,754   837,528   2,819,282
Dillard's   15   1,372,330   662,735   2,035,065
Saks, Inc.                
  Younker's   6     609,177   609,177
  Herberger's   5   269,969   202,778   472,747

    Total   11   269,969   811,955   1,081,924
Montgomery Ward(2)   7   180,431   853,745   1,034,176
Gottschalks   6   332,638   333,772   666,410
Nordstrom   5   226,853   503,369   730,222
Von Maur   3   186,686   59,563   246,249
Belk   2     127,950   127,950
Boscov's   2     314,717   314,717
Wal-Mart   2   281,455     281,455
Beall's   1     40,000   40,000
DeJong   1     43,811   43,811
Emporium   1     50,625   50,625
Gordman's   1     60,000   60,000
Home Depot   1     133,029   133,029
Kohl's   1     92,466   92,466
Peebles   1     42,090   42,090
Service Merchandise   1     60,000   60,000
Vacant   4   200,651   178,136   378,787

    182   11,352,897   11,743,206   23,096,103

(1)
J.C. Penney closed their store at Crossroads-Boulder on January 31, 2001. The Company is contemplating various redevelopment opportunities for the vacant site.

(2)
Montgomery Ward filed for bankruptcy on December 28, 2000 and announced the closing of all of its stores, including the seven located at the Centers.

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ENVIRONMENTAL MATTERS

Under various federal, state and local laws, ordinances and regulations, a current or prior owner or operator of real estate may be liable for the costs of removal or remediation of certain hazardous or toxic substances on, under or in such property. Such laws often impose such liability without regard to whether the owner or operator knew of, or was responsible for, the presence of such hazardous or toxic substances. The costs of investigation, removal or remediation of such substances may be substantial, and the presence of such substances, or the failure to properly remediate such substances, may adversely affect the owner's or operator's ability to sell or rent such property or to borrow using such property as collateral. Persons or entities who arrange for the disposal or treatment of hazardous or toxic substances may also be liable for the costs of removal or remediation of a release of such substances at a disposal or treatment facility, whether or not such facility is owned or operated by such person or entity. Certain environmental laws impose liability for release of asbestos-containing materials ("ACMs") into the air and third parties may seek recovery from owners or operators of real properties for personal injury associated with exposure to ACMs. In connection with the ownership (direct or indirect), operation, management and development of real properties, the Company may be considered an owner or operator of such properties or as having arranged for the disposal or treatment of hazardous or toxic substances and therefore potentially liable for removal or remediation costs, as well as certain other related costs, including governmental fines and injuries to persons and property.

Each of the Centers has been subjected to a Phase I audit (which involves review of publicly available information and general property inspections, but does not involve soil sampling or ground water analysis) completed by an environmental consultant.

Based on these audits, and on other information, the Company is aware of the following environmental issues that are reasonably possible to result in costs associated with future investigation or remediation, or in environmental liability:

Asbestos.  The Company has conducted ACM surveys at various locations within the Centers. The surveys indicate that ACMs are present or suspected in certain areas, primarily vinyl floor tiles, mastics, roofing materials, drywall tape and joint compounds. The identified ACMs are generally non-friable, in good condition, and possess low probabilities for disturbance. At certain Centers where ACMs are present or suspected, however, some ACMs have been or may be classified as "friable," and ultimately may require removal under certain conditions. The Company has developed and implemented an operations and maintenance (O&M) plan to manage ACMs in place.

Underground Storage Tanks.  Underground storage tanks ("USTs") are or were present at certain of the Centers, often in connection with tenant operations at gasoline stations or automotive tire, battery and accessory service centers located at such Centers. USTs also may be or have been present at properties neighboring certain Centers. Some of these tanks have either leaked or are suspected to have leaked. Where leakage has occurred, investigation, remediation, and monitoring costs may be incurred by the Company if responsible current or former tenants, or other responsible parties, are unavailable to pay such costs.

Chlorinated Hydrocarbons.  The presence of chlorinated hydrocarbons such as perchloroethylene ("PCE") and its degradation byproducts have been detected at certain of the Centers, often in connection with tenant dry cleaning operations. Where PCE has been detected, the Company may incur investigation, remediation and monitoring costs if responsible current or former tenants, or other responsible parties, are unavailable to pay such costs.

PCE has been detected in soil and groundwater in the vicinity of a dry cleaning establishment at North Valley Plaza, formerly owned by a joint venture of which the Company was a 50% member. The

10


property was sold on December 18, 1997. The California Department of Toxic Substances Control ("DTSC") advised the Company in 1995 that very low levels of Dichloroethylene ("1,2 DCE"), a degradation byproduct of PCE, had been detected in a municipal water well located 1/4 mile west of the dry cleaners, and that the dry cleaning facility may have contributed to the introduction of 1,2 DCE into the water well. According to DTSC, the maximum contaminant level ("MCL") for 1,2 DCE which is permitted in drinking water is 6 parts per billion ("ppb"). The 1,2 DCE was detected in the water well at a concentration of 1.2 ppb, which is below the MCL. The Company has retained an environmental consultant and has initiated extensive testing of the site. The joint venture agreed (between itself and the buyer) that it would be responsible for continuing to pursue the investigation and remediation of impacted soil and groundwater resulting from releases of PCE from the former dry cleaner. A total of $187,976 and $149,466 have already been incurred by the joint venture for remediation, and professional and legal fees for the years ending December 31, 2000 and 1999, respectively. An additional $70,590 remains reserved by the joint venture as of December 31, 2000. The joint venture has been sharing costs on a 50/50 basis with a former owner of the property and intends to look to additional responsible parties for recovery.

The Company acquired Fresno Fashion Fair in December 1996. Asbestos has been detected in structural fireproofing throughout much of the Center. Testing data conducted by professional environmental consulting firms indicates that the fireproofing is largely inaccessible to building occupants and is well adhered to the structural members. Additionally, airborne concentrations of asbestos were well within OSHA's permissible exposure limit ("PEL") of .1 fcc. The accounting for this acquisition includes a reserve of $3.3 million to cover future removal of this asbestos, as necessary. The Company incurred $25,939 and $90,876 in remediation costs for the years ending December 31, 2000 and 1999, respectively.

INSURANCE

The Company has comprehensive liability, fire, flood, extended coverage and rental loss insurance with respect to the Centers. The Company or the joint venture, as applicable, also currently carries earthquake insurance covering the Centers located in California. Management believes that such insurance provides adequate coverage.

QUALIFICATION AS A REAL ESTATE INVESTMENT TRUST

The Company elected to be taxed as a REIT under the Internal Revenue Code of 1986, as amended (the "Code"), commencing with its first taxable year ended December 31, 1994, and intends to conduct its operations so as to continue to qualify as a REIT under the Code. As a REIT, the Company generally will not be subject to federal and state income taxes on its net taxable income that it currently distributes to stockholders. Qualification and taxation as a REIT depends on the Company's ability to meet certain dividend distribution tests, share ownership requirements and various qualification tests prescribed in the Code.

EMPLOYEES

The Company and the Management Companies employ approximately 1,652 persons, including eight executive officers, personnel in the areas of acquisitions and business development (6), property management (263), leasing (76), redevelopment/construction (25), financial services (49) and legal affairs (33). In addition, in an effort to minimize operating costs, the Company generally maintains its own security staff (607) and maintenance staff (585). Approximately 14 of these employees are represented by a union. The Company believes that relations with its employees are good.

11



ITEM 2. PROPERTIES

The following table sets forth certain information about each of the Centers as of December 31, 2000:

Company's Ownership
%

  Name of Center/ Location(1)

  Year of Original Construction/
Acquisition

  Year of Most Recent Expansion/
Renovation

  Total GLA(2)

  Mall and Free-standing GLA

  Percentage of
Mall and
Free-standing
GLA Leased

  Anchors

  Sales Per
Square
Foot(3)


100%   Boulder Plaza
Boulder, Colorado
  1969/1989   1991   158,109   158,109   90.3%     $230
100%   Bristol Shopping Center(4)
Santa Ana, California
  1966/1986   1992   165,279   165,279   97.3%     342
50%   Broadway Plaza(4)
Walnut Creek, California
  1951/1985   1994   698,985   253,488   98.7%   Macy's, Nordstrom, Macy's Men's and Juniors   585
100%   Capitola Mall(4)
Capitola, California
  1977/1995   1988   583,899   204,182   97.5%   Gottschalks, Mervyn's, Sears(5)   360
100%   Carmel Plaza
Carmel, California
  1974/1998   1993   115,215   115,215   89.2%     410
100%   Chesterfield Towne Center
Richmond, Virginia
  1975/1994   1997   1,031,224   420,781   97.6%   Dillard's (two), Hechts, Sears, J.C. Penney   326
100%   Citadel, The
Colorado Springs, Colorado
  1972/1997   1995   1,042,027   446,687   85.3%   Dillard's, Foley's, J.C. Penney, Mervyn's   306
100%   Corte Madera, Village at Corte Madera, California   1985/1998   1994   428,267   210,267   92.2%   Macy's, Nordstrom   572
100%   County East Mall
Antioch, California
  1966/1986   1989   494,342   175,782   90.7%   Sears, Gottschalks, Mervyn's(5)   312
100%   Crossroads Mall
Oklahoma City, Oklahoma
  1974/1994   1991   1,269,067   529,379   84.7%   Dillards, Foley's, J.C. Penney, Montgomery Ward(6)   254
100%   Fresno Fashion Fair
Fresno, California
  1970/1996   1983   874,339   313,458   95.3%   Gottschalks, J.C. Penney, Macy's, Macy's Men's and Children   396
100%   Great Falls Marketplace
Great Falls, Montana
  1997/1997     201,395   201,395   100.0%     113
100%   Greeley Mall
Greeley, Colorado
  1973/1986   1987   574,433   231,071   81.9%   Dillard's (two), J.C. Penney, Sears, Montgomery Ward(6)   254
100%   Green Tree Mall(4)
Clarksville, Indiana
  1968/1975   1995   781,737   337,741   86.2%   Dillard's, J.C. Penney, Sears, Target   323
100%   Holiday Village Mall(4)
Great Falls, Montana
  1959/1979   1992   566,888   263,050   77.9%   Herberger's, J.C. Penney, Sears(5)   223
100%   Northgate Mall
San Rafael, California
  1964/1986   1987   743,267   272,936   93.5%   Macy's, Mervyns, Sears   322
100%   Northwest Arkansas Mall
Fayetteville, Arkansas
  1972/1998   1997   822,786   309,116   91.9%   Dillard's (two), J.C. Penney, Sears   322
50%   Panorama Mall
Panorama, California
  1955/1979   1980   328,667   163,667   96.0%   Wal-Mart   288
100%   Queens Center
Queens, New York
  1973/1995   1991   623,876   155,733   100.0%   J.C. Penney, Macy's   880
100%   Rimrock Mall
Billings, Montana
  1978/1996   1980   610,152   294,712   96.6%   Dillard's (two), Herbergers, J.C. Penney   295
100%   Salisbury, Centre at
Salisbury, Maryland
  1990/1995   1990   880,937   275,956   97.0%   Boscov's, J.C. Penney, Hechts, Montgomery Ward, Sears(6)   332

12


100%   Santa Monica Place
Santa Monica, California
  1980/1999   1990   560,421   277,171   93.3%   Macy's, Robinsons-May   $381
100%   South Plains Mall
Lubbock, Texas
  1972/1998   1995   1,145,726   403,939   90.6%   Beall's, Dillards (two), J.C. Penney, Meryvn's, Sears   350
100%   South Towne Center
Sandy, Utah
  1987/1997   1997   1,235,631   459,119   96.7%   Dillard's, J.C. Penney, Mervyn's, Target, Meier & Frank–ZCMI   317
100%   Valley View Center
Dallas, Texas
  1973/1996   1996   1,492,614   434,717   95.1%   Dillard's, Foleys, J.C. Penney, Sears   326
100%   Villa Marina Marketplace
Marina Del Rey, California
  1972/1996   1995   448,262   448,262   98.0%     358
100%   Vintage Faire Mall
Modesto, California
  1977/1996     1,029,557   329,638   93.5%   Gottschalks, J.C. Penney, Macy's, Macy's Men's & Home, Sears   361
19%   West Acres
Fargo, North Dakota
  1972/1986   1992   932,295   379,740   95.3%   Daytons, Herberger's, J.C. Penney, Sears   366
100%   Westside Pavilion
Los Angeles, California
  1985/1998   2000   756,236   398,108   92.1%   Nordstrom, Robinsons-May   431

    Total/Average at December 31, 2000(a)   20,595,633   8,628,698   92.7%       $366

    Pacific Premier Retail Trust Properties(b):            

51%   Cascade Mall
Burlington, Washington
  1989/1999   1998   584,609   260,373   85.1%   The Bon Marche, Emporium, J.C. Penney, Sears, Target   $291
51%   Kitsap Mall
Silverdale, Washington
  1985/1999   1997   850,104   340,121   87.9%   The Bon Marche, J.C. Penney, Gottschalks, Mervyn's, Sears   369
51%   Lakewood Mall
Lakewood, California
  1953/1975   2000   2,098,004   944,038   97.1%   Home Depot, J.C. Penney, Macy's, Mervyn's, Montgomery Ward, Robinsons-May(6)   338
51%   Los Cerritos Center
Cerritos, California
  1971/1999   1998   1,302,374   501,093   99.7%   Macy's, Mervyn's, Nordstrom,
Robinsons-May, Sears
  435
51%   Redmond Town Center(4)(7)
Redmond, Washington
  1997/1999   2000   1,151,454   1,151,454   97.4%     333
51%   Stonewood Mall(4)
Downey, California
  1953/1997   1991   928,159   357,412   86.3%   J.C. Penney, Mervyn's,
Robinsons-May, Sears
  348
51%   Washington Square
Tigard, Oregon
  1974/1999   1995   1,374,617   423,276   99.2%   J.C. Penney, Meier & Frank, Mervyn's, Nordstrom, Sears   578

    Total/Average Pacific Premier Retail Trust Properties   8,289,321   3,977,767   95.2%       $394

13


    SDG Macerich Properties, L.P. Properties:            

50%   Eastland Mall(4)
Evansville, Indiana
  1978/1998   1995   1,072,815   479,860   97.4%   DeJong, Famous Barr, J.C. Penney, Lazarus, Service Merchandise   $373
50%   Empire Mall(4)
Sioux Falls, South Dakota
  1975/1998   2000   1,305,336   615,229   95.5%   Daytons, J.C. Penney, Gordman's, Kohl's, Sears, Target, Younkers   353
50%   Granite Run Mall
Media, Pennsylvania
  1974/1998   1993   1,046,790   545,981   98.3%   Boscov's, J.C. Penney, Sears   304
50%   Lake Square Mall
Leesburg, Florida
  1980/1998   1992   560,968   264,931   86.0%   Belk, J.C. Penney, Sears, Target   262
50%   Lindale Mall
Cedar Rapids, Iowa
  1963/1998   1997   692,643   387,080   94.0%   Sears, Von Maur, Younkers   284
50%   Mesa Mall
Grand Junction, Colorado
  1980/1998   1991   855,241   429,424   88.3%   Herberger's, J.C. Penney, Mervyn's, Sears, Target   301
50%   NorthPark Mall
Davenport, Iowa
  1973/1998   1994   1,042,118   390,585   91.9%   J.C. Penney, Montgomery Ward, Sears, Von Maur, Younkers(6)   241
50%   Rushmore Mall
Rapid City, South Dakota
  1978/1998   1992   834,403   429,743   94.0%   Herberger's, J.C. Penney, Sears, Target   284
50%   Southern Hills Mall
Sioux City, Iowa
  1980/1998     752,515   438,938   91.9%   Sears, Target, Younkers   288
50%   SouthPark Mall
Moline, Illinois
  1974/1998   1990   1,034,687   456,631   90.0%   J.C. Penney, Sears, Younkers, Von Maur,
Montgomery Ward(6)
  217
50%   SouthRidge Mall
Des Moines, Iowa
  1975/1998   1998   1,008,543   510,737   88.5%   Sears, Younkers, J.C. Penney, Target(5)   214
50%   Valley Mall
Harrisonburg, Virginia
  1978/1998   1992   482,359   196,296   93.3%   Belk, J.C. Penney, Wal-Mart, Peeble's   288

    Total/Average SDG Macerich Properties, L.P. Properties   10,688,418   5,145,435   92.8%       287

    Grand Total/Average at December 31, 2000(c)   39,573,372   17,751,900   93.3%       $349

    Major Redevelopment Properties:            

100%   Crossroads Mall(4)
Boulder, Colorado
  1963/1979   1998   569,500   251,063   (8)   Foley's, J.C. Penney, Sears(9)   (8)
100%   Pacific View
Ventura, California
  1965/1996   2000   1,249,233   422,759   (8)   J.C. Penney, Macy's, Montgomery Ward, Robinsons-May, Sears(6)   (8)
100%   Parklane Mall(4)
Reno, Nevada
  1967/1978   1998   377,561   247,841   (8)   Gottschalks   (8)

    Total Major Redevelopment Properties   2,196,294   921,663            

    Grand Total at December 31, 2000   41,769,666   18,673,563            

a)
Excluding Pacific Premier Retail Trust Properties, SDG Macerich Properties, L.P. Properties and Major Redevelopment Properties

b)
Includes five contiguous freestanding properties

c)
Excluding Major Redevelopment Properties

14


(1)
The land underlying forty of the Centers is owned in fee entirely by the Company or, in the case of jointly-owned Centers, by the joint venture property partnership or limited liability company. All or part of the land underlying the remaining Centers is owned by third parties and leased to the Company, property partnership or limited liability company pursuant to long-term ground leases. Under the terms of a typical ground lease, the Company, property partnership or limited liability company pays rent for the use of the land and is generally responsible for all costs and expenses associated with the building and improvements. In some cases, the Company, property partnership or limited liability company has an option or right of first refusal to purchase the land. The termination dates of the ground leases range from 2000 to 2070.

(2)
Includes GLA attributable to Anchors (whether owned or non-owned) and Mall and Freestanding Stores as of December 31, 2000.

(3)
Sales are based on reports by retailers leasing Mall and Freestanding Stores for the year ending December 31, 2000 for tenants which have occupied such stores for a minimum of twelve months. In prior years, this sales per square foot calculation included all non anchor tenants except theaters. In 2000, in order to move towards a consensus in industry practice, sales per square foot are based on tenants 10,000 square feet and under, excluding theaters, that occupied their space for the entire year.

(4)
Portions of the land on which the Center is situated are subject to one or more ground leases.

(5)
These properties have a vacant Anchor location. The Company is contemplating various replacement tenant/redevelopment opportunities for these vacant sites.

(6)
Montgomery Ward filed for bankruptcy on December 28, 2000 and announced the closing of all of its stores including the seven located at the Centers.

(7)
The office portion of this mixed-use development does not have retail sales.

(8)
Certain spaces have been intentionally held off the market and remain vacant because of major redevelopment plans. As a result, the Company believes the percentage of Mall and Freestanding GLA leased and the sales per square foot at these major redevelopment properties is not meaningful data.

(9)
J.C. Penney closed its store at Crossroads Mall in Boulder, Colorado on January 31, 2001. The Company is contemplating various redevelopment opportunities for this vacant site.

15


MORTGAGE DEBT

The following table sets forth certain information regarding the mortgages encumbering the Centers, including those Centers in which the Company has less than a 100% interest. All mortgage debt is nonrecourse to the Company. The information set forth below is as of December 31, 2000.

Property Pledged
As Collateral

  Fixed or
Floating

  Annual
Interest
Rate

  Principal
Balance
(000's)

  Annual
Debt
Service
(000's)

  Maturity
Date

  Balance
Due on
Maturity
(000's)

  Earliest Date
on which all
Notes Can
Be Defeased
or Be Prepaid


Wholly-Owned Centers:                                  
Capitola Mall   Fixed   9.25 % $ 36,587   $ 3,801   12/15/2001   $ 36,193   Any Time
Carmel Plaza   Fixed   8.18 %   28,626     2,421   5/1/2009     25,642   5/26/2001
Chesterfield Towne Center(1)   Fixed   9.07 %   63,587     6,580   1/1/2024     1,087   1/1/2006
Citadel   Fixed   7.20 %   72,091     6,648   1/1/2008     59,962   1/1/2003
Corte Madera, Village at   Fixed   7.75 %   71,313     6,190   11/1/2009     62,941   10/4/2003
Crossroads Mall–Boulder   Fixed   7.08 %   34,476     3,948   12/15/2010     28,107   Any Time
Fresno Fashion Fair   Fixed   6.52 %   69,000     4,561   8/10/2008     62,890   Any Time
Greeley Mall   Fixed   8.50 %   15,328     2,245   9/15/2003     12,519   Any Time
Green Tree Mall/Crossroads–OK/Salisbury   Fixed   7.23 %   117,714     8,499   3/5/2004     117,714   Any Time
Holiday Village   Fixed   6.75 %   17,000     1,147   4/1/2001     17,000   Any Time
Northgate Mall   Fixed   6.75 %   25,000     1,688   4/1/2001     25,000   Any Time
Northwest Arkansas Mall   Fixed   7.33 %   61,011     5,209   1/10/2009     49,304   1/1/2004
Parklane Mall   Fixed   6.75 %   20,000     1,350   4/1/2001     20,000   Any Time
Queens Center   Fixed   6.88 %   99,300     7,595   3/1/2009     88,651   2/4/2002
Rimrock Mall   Fixed   7.70 %   29,845     2,924   1/1/2003     28,496   Any Time
Santa Monica Place(2)   Fixed   7.70 %   84,939     7,272   11/1/2010     75,439   10/1/2003
South Plains Mall   Fixed   8.22 %   64,077     5,448   3/1/2009     57,557   2/17/2002
South Towne Center   Fixed   6.61 %   64,000     4,289   10/10/2008     64,000   7/24/2001
Valley View Mall   Fixed   7.89 %   51,000     4,080   10/10/2006     51,000   Any Time
Villa Marina Marketplace   Fixed   7.23 %   58,000     4,249   10/10/2006     58,000   Any Time
Vintage Faire Mall(3)   Fixed   7.89 %   69,853     6,099   9/1/2010     61,372   Any Time
Westside Pavilion   Fixed   6.67 %   100,000     6,529   7/1/2008     91,133   Any Time

    Total–Wholly Owned Centers           $ 1,252,747                    

Joint Venture Centers (at pro rata share):                                  
Broadway Plaza (50%)(4)   Fixed   6.68 %   36,032     3,089   8/1/2008     29,315   Any Time
Pacific Premier Retail Trust (51%)(4):                                  
  Cascade Mall   Fixed   6.50 %   13,261     1,461   8/1/2014     141   Any Time
  Kitsap Mall/Kitsap Place(5)   Fixed   8.06 %   31,110     2,755   6/1/2010     28,143   5/13/2001
  Lakewood Mall(6)   Fixed   7.20 %   64,770     4,661   8/10/2005     64,770   Any Time
  Lakewood Mall(7)   Floating   9.00 %   8,224     372   7/25/2002     8,224   Any Time
  Los Cerritos Center   Fixed   7.13 %   60,174     5,054   7/1/2006     54,955   6/1/2002
  North Point Plaza   Fixed   6.50 %   1,821     190   12/1/2015     47   2/7/2004
  Redmond Town Center–Retail   Fixed   6.50 %   32,176     2,686   2/1/2011     23,850   Any Time
  Redmond Town Center–Office(8)   Fixed   6.77 %   45,500     3,575   7/10/2009     26,223   6/1/2002
  Stonewood Mall(9)   Fixed   7.41 %   39,653     3,298   12/11/2010     36,192   12/1/2004
  Washington Square   Fixed   6.70 %   59,441     5,051   1/1/2009     48,289   3/1/2004
  Washington Square Too   Fixed   6.50 %   6,318     634   12/1/2016     116   2/17/2004
SDG Macerich Properties L.P. (50%)(4)(10)   Fixed   6.54 %   186,607     13,440   5/15/2006     150,000   Any Time
SDG Macerich Properties L.P. (50%)(4)(10)   Floating   7.21 %   92,250     6,568   5/15/2003     92,250   Any Time
SDG Macerich Properties L.P. (50%)(4)(10)   Floating   7.08 %   40,700     1,425   5/15/2006     40,700   Any Time
West Acres Center (19%)(4)   Fixed   6.52 %   7,600     495   1/1/2009     7,538   1/4/2002

    Total–Joint Venture Centers(4)           $ 725,637                    

    Total–All Centers           $ 1,978,384                    

16


Notes:

(1)
The annual debt service payment represents the payment of principal and interest. In addition, contingent interest, as defined in the loan agreement, may be due to the extent that 35% of the gross receipts (as defined in the loan agreement) exceeds a base amount specified therein. Contingent interest recognized was $416,814, $385,556 and $387,101 for the years ended December 31, 2000, 1999 and 1998.

(2)
On October 2, 2000, the Company refinanced this loan with a 10 year fixed rate $85.0 million loan bearing interest at 7.70%. The prior loan bore interest at LIBOR plus 1.75%.

(3)
On August 31, 2000, the Company refinanced the debt on Vintage Faire. The prior loan was paid in full and a new note was issued for $70.0 million bearing interest at a fixed rate of 7.89% and maturing September 2010. The Company incurred a loss on early extinguishment of the prior debt in 2000 of $983,745.

(4)
Reflects the Company's pro rata share of debt.

(5)
In connection with the acquisition of this Center, the joint venture assumed $39.4 million of debt. At acquisition, this debt was recorded at the fair value of $41.5 million which included an unamortized premium of $2.1 million. This premium was being amortized as interest expense over the life of the loan using the effective interest method. The joint venture's monthly debt service was $349,000 and was calculated using an 8.60% interest rate. At December 31, 1999, the joint venture's unamortized premium was $1.4 million. On June 1, 2000, the joint venture paid off in full the old debt and a new note was issued for $61.0 million bearing interest at a fixed rate of 8.06% and maturing June 2010. The new loan is interest only until December 31, 2001. Effective January 1, 2002, monthly principal and interest of $450,150 will be payable through maturity. The new debt is cross-collateralized by Kitsap Mall and Kitsap Place.

(6)
In connection with the acquisition of this property, the joint venture assumed $127.0 million of collateralized fixed rate notes (the "Notes"). The Notes bear interest at an average fixed rate of 7.20% and mature in August 2005. The Notes require the joint venture to deposit all cash flow from the property operations with a trustee to meet its obligations under the Notes. Cash in excess of the required amount, as defined, is released. Included in cash and cash equivalents is $750,000 of restricted cash deposited with the trustee at December 31, 2000 and at December 31, 1999.

(7)
On July 28, 2000, the joint venture placed a $16.1 million floating rate note on the property bearing interest at LIBOR plus 2.25% and maturing July 2002. At December 31, 2000, the total interest rate was 9.0%.

(8)
Concurrent with the acquisition, the joint venture placed $76.7 million of debt and obtained a construction loan for an additional $16.0 million. Principal is drawn on the construction loan as costs are incurred. As of December 31, 2000 and December 31, 1999, $15.0 million and $6.7 million, respectively; of principal has been drawn under the construction loan.

(9)
On December 1, 2000, the joint venture refinanced the debt on Stonewood Mall. The prior loan was paid in full and a new note was issued for $77.8 million bearing interest at a fixed rate of 7.41% and maturing December 11, 2010. The joint venture incurred a loss on early extinguishment of the old debt in 2000 of $375,000.

(10)
In connection with the acquisition of these Centers, the joint venture assumed $485.0 million of mortgage notes payable which are secured by the properties. At acquisition, the $300.0 million fixed rate portion of this debt reflected a fair value of $322.7 million, which included an unamortized premium of $22.7 million. This premium is being amortized as interest expense over the life of the loan using the effective interest method. At December 31, 2000 and December 31, 1999, the unamortized balance of the debt premium was $16.1 million and $18.6 million, respectively. This debt is due in May 2006 and requires monthly payments of $1.9 million. $184.5 million of this debt is due in May 2003 and requires monthly interest payments at a variable weighted average rate (based on LIBOR) of 7.21% and 6.96% at December 31, 2000 and December 31, 1999, respectively. This variable rate debt is covered by an interest rate cap

17


The Company has a credit facility of $150 million with a maturity of May, 2002, bearing interest at LIBOR plus 1.15% at December 31, 2000. The line of credit was extended in March 2001 with the new interest rate on such credit facility fluctuating between 1.35% and 1.80% over LIBOR. As of December 31, 2000 and December 31, 1999, $59.0 million and $57.4 million of borrowings were outstanding under this line of credit at interest rates of 7.90% and 7.65%, respectively.

Additionally, as of December 31, 2000, the Company issued $10.8 million in letters of credit guaranteeing performance by the Company of certain obligations. The Company does not believe that these letters of credit will result in a liability to the Company.

During January 1999, the Company entered into a bank construction loan agreement to fund $89.2 million of costs related to the redevelopment of Pacific View. The loan bore interest at LIBOR plus 2.25% through 2000. In January 2001, the interest rate was reduced to LIBOR plus 1.75% and the loan matures in February 2002. Principal was drawn as construction costs were incurred. As of December 31, 2000 and 1999, $88.3 and $72.7 million, respectively, of principal has been drawn under the loan.

In addition, the Company had a note payable of $30.6 million due in February 2000 payable to the seller of the acquired portfolio. The note bore interest at 6.5%. The loan was paid in full on February 18, 2000.

During 1997, the Company issued and sold $161.4 million of convertible subordinated debentures (the "Debentures") due 2002. The Debentures, which were sold at par, bear interest at 7.25% annually (payable semi-annually) and are convertible into common stock at any time, on or after 60 days, from the date of issue at a conversion price of $31.125 per share. In November and December 2000, the Company purchased and retired $10.6 million of the Debentures. The Company recorded a gain on early extinguishment of debt of $1.0 million related to the transaction. The Debentures mature on December 15, 2002 and are callable by the Company after June 15, 2002 at par plus accrued interest.


ITEM 3. LEGAL PROCEEDINGS.

The Company, the Operating Partnership, the Management Companies and their respective affiliates are not currently involved in any material litigation nor, to the Company's knowledge, is any material litigation currently threatened against such entities or the Centers, other than routine litigation arising in the ordinary course of business, most of which is expected to be covered by liability insurance. For information about certain environmental matters, see "Business of the Company–Environmental Matters."


ITEM 4. SUBMISSION OF MATTER TO A VOTE OF SECURITY HOLDERS.

None.

18



Part II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

The common stock of the Company is listed and traded on the New York Stock Exchange ("NYSE") under the symbol "MAC". The common stock began trading on March 10, 1994 at a price of $19 per share. In 2000, the Company's shares traded at a high of $243/4 and a low of $187/16.

As of February 27, 2001, there were approximately 534 stockholders of record. The following table shows high and low closing prices per share of common stock during each quarter in 1999 and 2000 and dividends/distributions per share of common stock declared and paid by quarter:

 
  Market Quotation Per Share

   
 
  Dividends/Distributions
Declared and Paid

Quarters Ended

  High

  Low


March 31, 1999   $ 26  11/16 $ 22  7/16 $0.485
June 30, 1999     27  1/16   22  1/8 0.485
September 30, 1999     26  5/8   21  1/2 0.485
December 31, 1999     22  5/8   17  13/16 0.51

March 31, 2000

 

$

23

15/16

$

19

 

$0.51
June 30, 2000     24     20  7/16 0.51
September 30, 2000     24  3/4   20  1/4 0.51
December 31, 2000     20  3/4   18  7/16 0.53

The Company has issued 3,627,131 shares of its Series A cumulative convertible redeemable preferred stock ("Series A Preferred Stock"), and 5,487,471 shares of its Series B cumulative convertible redeemable preferred stock ("Series B Preferred Stock"). The Series A Preferred Stock and Series B Preferred Stock can be converted into shares of common stock on a one-to-one basis. There is no established public trading market for either the Series A Preferred Stock or the Series B Preferred Stock. All of the outstanding shares of the Series A Preferred Stock are held by Security Capital Preferred Growth Incorporated. All of the outstanding shares of the Series B Preferred Stock are held by Ontario Teachers' Pension Plan Board. The Series A Preferred Stock and Series B Preferred Stock were issued on February 25, 1998 and June 16, 1998, respectively. The following table shows the dividends per share of preferred stock declared and paid for each quarter in 1999 and 2000. Preferred stock dividends are accrued quarterly and paid in arrears. No dividends will be declared or paid on any class of common or other junior stock to the extent that dividends on Series A Preferred Stock and Series B Preferred Stock have not been declared and/or paid.

19


 
  Series A Preferred Stock Dividends
  Series B Preferred Stock Dividends
Quarters Ended

  Declared

  Paid

  Declared

  Paid


March 31, 1999   $0.485   $0.485   $0.485   $0.485
June 30, 1999   0.485   0.485   0.485   0.485
September 30, 1999   0.510   0.485   0.510   0.485
December 31, 1999   0.510   0.510   0.510   0.510


Quarters Ended

 

 

 

 

 

 

 

 

March 31, 2000   $0.510   $0.510   $0.510   $0.510
June 30, 2000   0.510   0.510   0.510   0.510
September 30, 2000   0.530   0.510   0.530   0.510
December 31, 2000   0.530   0.530   0.530   0.530

20



ITEM 6. SELECTED FINANCIAL DATA.

The following sets forth selected financial data for the Company on a historical basis. The following data should be read in conjunction with the financial statements (and the notes thereto) of the Company and "Management's Discussion And Analysis of Financial Condition and Results of Operations" each included elsewhere in this Form 10-K.

The Selected Financial Data is presented on a consolidated basis. The limited partnership interests in the Operating Partnership (not owned by the REIT) are reflected as minority interest. Centers and entities in which the Company does not have a controlling ownership interest (Panorama Mall, North Valley Plaza, Broadway Plaza, Manhattan Village, MerchantWired, LLC, Pacific Premier Retail Trust, SDG Macerich Properties, L.P. and West Acres Shopping Center) are referred to as the "Joint Venture Centers", and along with the Management Companies, are reflected in the selected financial data under the equity method of accounting. Accordingly, the net income from the Joint Venture Centers and the Management Companies that is allocable to the Company is included in the statement of operations as "Equity in income (loss) of unconsolidated joint ventures and Management Companies."

21


(All amounts in thousands, except per share data)

 
 
  The Company

 
 
  2000

  1999

  1998

  1997

  1996

 

 
OPERATING DATA:                                
Revenues:                                
  Minimum rents   $ 195,236   $ 204,568   $ 179,710   $ 142,251   $ 99,061  
  Percentage rents     12,558     15,106     12,856     9,259     6,142  
  Tenant recoveries     104,125     99,126     86,740     66,499     47,648  
  Other     8,173     8,644     4,555     3,205     2,208  

 
    Total revenues     320,092     327,444     283,861     221,214     155,059  
Shopping center expenses     101,674     100,327     89,991     70,901     50,792  
REIT general and administrative expenses     5,509     5,488     4,373     2,759     2,378  
Depreciation and amortization     61,647     61,383     53,141     41,535     32,591  
Interest expense     108,447     113,348     91,433     66,407     42,353  

 
Income before minority interest, unconsolidated entities, extraordinary item and cumulative effect of change in accounting principle     42,815     46,898     44,923     39,612     26,945  
Minority interest(1)     (12,168 )   (38,335 )   (12,902 )   (10,567 )   (10,975 )
Equity in income (loss) of unconsolidated joint ventures and management companies(2)     30,322     25,945     14,480     (8,063 )   3,256  
(Loss) gain on sale of assets     (2,773 )   95,981     9     1,619      
Extraordinary loss on early extinguishment of debt     (304 )   (1,478 )   (2,435 )   (555 )   (315 )
Cumulative effect of change in accounting principle(3)     (963 )                

 
Net income     56,929     129,011     44,075     22,046     18,911  
Less preferred dividends     18,958     18,138     11,547          

 
Net income available to common stockholders   $ 37,971   $ 110,873   $ 32,528   $ 22,046   $ 18,911  

 
Earnings per share–basic:(4)                                
  Income before extraordinary item and cumulative effect of change in accounting principle   $ 1.14   $ 3.30   $ 1.14   $ 0.86   $ 0.92  
  Extraordinary item     (0.01 )   (0.04 )   (0.08 )   (0.01 )   (0.01 )
  Cumulative effect of change in accounting principle     (0.02 )                

 
    Net income per share–basic   $ 1.11   $ 3.26   $ 1.06   $ 0.85   $ 0.91  

 
Earnings per share–diluted:(4)(7)(8)                                
  Income before extraordinary item and cumulative effect of change in accounting principle   $ 1.14   $ 3.01   $ 1.11   $ 0.86   $ 0.90  
  Extraordinary item     (0.01 )   (0.02 )   (0.05 )   (0.01 )   (0.01 )
  Cumulative effect of change in accounting principle     (0.02 )                

 
Net income per share–diluted   $ 1.11   $ 2.99   $ 1.06   $ 0.85   $ 0.89  

 
OTHER DATA:                                
Funds from operations–diluted(5)   $ 167,244   $ 164,302   $ 120,518   $ 83,427   $ 62,428  
EBITDA(6)   $ 212,909   $ 221,629   $ 189,497   $ 147,554   $ 101,889  
EBITDA, including joint ventures at pro rata(6)   $ 314,628   $ 301,803   $ 230,362   $ 154,140   $ 109,266  
Cash flows provided by (used in):                                
  Operating activities   $ 121,220   $ 139,576   $ 85,176   $ 78,476   $ 80,431  
  Investing activities   $ 1,698   $ (247,685 ) $ (761,147 ) $ (215,006 ) $ (296,675 )
  Financing activities   $ (127,100 ) $ 123,421   $ 675,960   $ 146,041   $ 216,317  
Number of centers at year end     51     52     47     30     26  
Weighted average number of shares outstanding–basic(7)     45,050     46,130     43,016     37,982     32,934  
Weighted average number of shares outstanding–diluted(5)(7)(8)     59,319     60,893     43,628     38,403     33,320  
Cash distributions declared per common share   $ 2.06   $ 1.965   $ 1.865   $ 1.78   $ 1.70  
FFO per share–diluted(5)   $ 2.819   $ 2.698   $ 2.426   $ 2.172   $ 1.874  

 

22


(All amounts in thousands)

 
  The Company

 
  December 31,

 
  2000

  1999

  1998

  1997

  1996


BALANCE SHEET DATA:                              
Investment in real estate (before accumulated depreciation)   $ 2,228,468   $ 2,174,535   $ 2,213,125   $ 1,607,429   $ 1,273,085
Total assets   $ 2,337,242   $ 2,404,293   $ 2,322,056   $ 1,505,002   $ 1,187,753
Total mortgage, notes and debentures payable   $ 1,550,935   $ 1,561,127   $ 1,507,118   $ 1,122,959   $ 789,239
Minority interest(1)   $ 120,500   $ 129,295   $ 132,177   $ 100,463   $ 112,242
Series A and Series B Preferred Stock   $ 247,336   $ 247,336   $ 247,336        
Common stockholders' equity   $ 362,272   $ 401,254   $ 363,424   $ 216,295   $ 237,749

(1)
"Minority Interest" reflects the ownership interest in the Operating Partnership not owned by the REIT.

(2)
Unconsolidated joint ventures include all Centers and entities in which the Company does not have a controlling ownership interest and the Management Companies. The Management Companies have been reflected using the equity method.

(3)
In December 1999, the Securities and Exchange Committee issued Staff Accounting Bulletin 101, "Revenue Recognition in Financial Statements" ("SAB 101"), which became effective for periods beginning after December 15, 1999. This bulletin modified the timing of revenue recognition for percentage rent received from tenants. This change will defer recognition of a significant amount of percentage rent for the first three calendar quarters into the fourth quarter. The Company applied this change in accounting principle as of January 1, 2000. The cumulative effect of this change in accounting principle at the adoption date of January 1, 2000, including the pro rata share of joint ventures, was approximately $1.8 million. If the Company had recorded percentage rent using the methodology prescribed in SAB 101, the Company's net income available to common stockholders would have been reduced by $1.3 million or $0.02 per diluted share for the year ended December 31, 1999.

(4)
Earnings per share is based on SFAS No. 128 for all years presented.

(5)
Funds from Operations ("FFO") represents net income (loss) (computed in accordance with generally accepted accounting principles ("GAAP")), excluding gains (or losses) from debt restructuring, sales or write-down of assets and cumulative effect of change in accounting principle, plus depreciation and amortization (excluding depreciation on personal property and amortization of loan and financial instrument costs), and after adjustments for unconsolidated entities. Adjustments for unconsolidated entities are calculated on the same basis. FFO does not represent cash flow from operations as defined by GAAP and is not necessarily indicative of cash available to fund all cash flow needs. The computation of FFO–diluted and diluted average number of shares outstanding includes the effect of outstanding common stock options and restricted stock using the treasury method. The convertible debentures are dilutive for the twelve month periods ending December 31, 2000 and 1999 and are included in the FFO calculation. On February 25, 1998, the Company sold $100 million of its Series A Preferred Stock. On June 17, 1998, the Company sold $150 million of its Series B Preferred Stock. The preferred stock can be converted on a one-for-one basis for common stock. The preferred stock was dilutive to FFO in 2000, 1999 and 1998 and the preferred stock and the convertible debentures were dilutive to net income in 1999.

(6)
EBITDA represents earnings before interest, income taxes, depreciation, amortization, minority interest, equity in income (loss) of unconsolidated entities, extraordinary items, gain (loss) on sale of assets, preferred dividends and cumulative

23


(7)
Assumes that all OP Units are converted to common stock.

(8)
Assumes issuance of common stock for in-the-money options and restricted stock calculated using the Treasury method in accordance with SFAS No. 128 for all years presented.


ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

GENERAL BACKGROUND AND PERFORMANCE MEASUREMENT

The Company believes that the most significant measures of its operating performance are Funds from Operations and EBITDA. Funds from Operations is defined as net income (loss) (computed in accordance with GAAP), excluding gains (or losses) from debt restructuring, sales or write-down of assets and cumulative effect of change in accounting principle, plus depreciation and amortization (excluding depreciation on personal property and amortization of loan and financial instrument costs), and after adjustments for unconsolidated entities. Adjustments for unconsolidated entities are calculated on the same basis. Funds from Operations does not represent cash flow from operations as defined by GAAP and is not necessarily indicative of cash available to fund all cash flow needs.

EBITDA represents earnings before interest, income taxes, depreciation, amortization, minority interest, equity in income (loss) of unconsolidated entities, extraordinary items, gain (loss) on sale of assets, preferred dividends and cumulative effect of change in accounting principle. This data is relevant to an understanding of the economics of the shopping center business as it indicates cash flow available from operations to service debt and satisfy certain fixed obligations. EBITDA should not be construed as an alternative to operating income as an indicator of the Company's operating performance, or to cash flows from operating activities (as determined in accordance with GAAP) or as a measure of liquidity. While the performance of individual Centers and the Management Companies determines EBITDA, the Company's capital structure also influences Funds from Operations. The most important component in determining EBITDA and Funds from Operations is Center revenues. Center revenues consist primarily of minimum rents, percentage rents and tenant expense recoveries. Minimum rents will increase to the extent that new leases are signed at market rents that are higher than prior rents. Minimum rents will also fluctuate up or down with changes in the occupancy level. Additionally, to the extent that new leases are signed with more favorable expense recovery terms, expense recoveries will increase.

Percentage rents generally increase or decrease with changes in tenant sales. As leases roll over, however, a portion of historical percentage rent is often converted to minimum rent. It is therefore common for percentage rents to decrease as minimum rents increase. Accordingly, in discussing financial performance, the Company combines minimum and percentage rents in order to better measure revenue growth.

The following discussion is based primarily on the consolidated financial statements of the Company for the years ended December 31, 2000, 1999 and 1998. The following discussion compares the activity for the year ended December 31, 2000 to results of operations for the year ended December 31, 1999.

24


Also included is a comparison of the activities for the year ended December 31, 1999 to the results for the year ended December 31, 1998. This information should be read in conjunction with the accompanying consolidated financial statements and notes thereto.

FORWARD-LOOKING STATEMENTS

This annual report on Form 10-K contains or incorporates statements that constitute forward-looking statements. Those statements appear in a number of places in this Form 10-K and include statements regarding, among other matters, the Company's growth and acquisition opportunities, the Company's acquisition strategy, regulatory matters pertaining to compliance with governmental regulations and other factors affecting the Company's financial condition or results of operations. Words such as "expects," "anticipates," "intends," "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, among others, general industry economic and business conditions, which will, among other things, affect demand for retail space or retail goods, availability and creditworthiness of current and prospective tenants, tenant bankruptcies, lease rates and terms, availability and cost of financing, interest rate fluctuations and operating expenses; adverse changes in the real estate markets including, among other things, competition from other companies, retail formats and technology, risks of real estate development, acquisitions and dispositions; governmental actions and initiatives and environmental and safety requirements. The Company will not update any forward-looking information to reflect actual results or changes in the factors affecting the forward-looking information.

25


MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following table reflects the Company's acquisitions in 1998 and 1999. There were no acquisitions in 2000.

 
  Date Acquired                          

  Location


"1998 Acquisition Centers":        

SDG Macerich Properties, L.P.(*)  
February 27, 1998
 
Twelve properties in eight states
South Plains Mall   June 19, 1998   Lubbock, Texas
Westside Pavilion   July 1, 1998   Los Angeles, California
Village at Corte Madera   June-July 1998   Corte Madera, California
Carmel Plaza   August 10, 1998   Carmel, California
Northwest Arkansas Mall   December 15, 1998   Fayetteville, Arkansas

"1999 Acquisition Centers":        

Pacific Premier Retail Trust(*)   February 18, 1999   Three regional malls, retail component of a mixed-use development and five contiguous properties in Washington and Oregon. The office component of the mixed-used development was acquired July 12, 1999.
PPR Albany Plaza LLC(*)
PPR Eastland Plaza LLC(*)
  February 18, 1999   Two non-contiguous community shopping Centers located in Oregon and Ohio, respectively.
Los Cerritos Center(*)   June 2, 1999   Cerritos, California
Santa Monica Place   October 29, 1999   Santa Monica, California

(*)
denotes the Company owns its interests in these Centers through an unconsolidated joint venture or through one of the Management Companies.

The financial statements include the results of these Centers for periods subsequent to their acquisition.

On February 18, 1999, the Company formed Pacific Premier Retail Trust ("PPRT"), a 51/49 joint venture with Ontario Teachers' Pension Plan Board ("Ontario Teachers"), which closed on the acquisition of three regional malls, the retail component of a mixed-use development, five contiguous properties and two non-contiguous community shopping centers comprising approximately 3.6 million square feet for a total purchase price of approximately $427.0 million. On July 12, 1999, the Company closed on the acquisition of the office component of the mixed-use development for a purchase price of approximately $111.0 million.

On June 2, 1999, Macerich Cerritos, LLC ("Cerritos"), a wholly-owned subsidiary of Macerich Management Company, acquired Los Cerritos Center, a 1,302,374 square foot super regional mall in Cerritos, California. The total purchase price was $188.0 million, which was funded with $120.0 million of debt placed concurrently with the closing and a $70.8 million loan from the Company.

On October 26, 1999, 49% of the membership interests of Macerich Stonewood, LLC ("Stonewood"), Cerritos and Macerich Lakewood, LLC ("Lakewood"), were sold to Ontario Teachers' and concurrently

26


Ontario Teachers' and the Company contributed their 99% collective membership interests in Stonewood and Cerritos and 100% of their collective membership interests in Lakewood to PPRT, a real estate investment trust, owned approximately 51% by the Company and 49% by Ontario Teachers. Lakewood, Stonewood, and Cerritos own Lakewood Mall, Stonewood Mall and Los Cerritos Center, respectively. The total value of the transaction was approximately $535.0 million. The properties were contributed to PPRT subject to existing debt of $322.0 million. The net cash proceeds to the Company were approximately $104.0 million, which were used for reduction of debt and for general corporate purposes. Lakewood and Stonewood are referred to herein as the "Contributed JV Assets."

On October 27, 1999, Albany Plaza, a 145,462 square foot community center, which was owned 51% by the Macerich Management Company, was sold.

On October 29, 1999, Macerich Santa Monica, LLC, a wholly-owned indirect subsidiary of the Company, acquired Santa Monica Place, a 560,421 square foot regional mall located in Santa Monica, California. The total purchase price was $130.8 million, which was funded with $80.0 million of debt placed concurrently with the closing with the balance funded from proceeds from the PPRT transaction described above. Santa Monica Place is referred to herein as the "1999 Acquisition Center."

On November 12, 1999, Eastland Plaza, a 65,313 square foot community center, which was 51% owned by the Macerich Management Company, was sold.

On November 16, 1999, the Company sold Huntington Center. Huntington Center is a shopping center located in Huntington Beach, California, that was purchased by the Company in December 1996. The Center was purchased as part of a package with Fresno Fashion Fair in Fresno, California, and Pacific View (formerly known as Buenaventura Mall) in Ventura, California. The Center was sold for $48.0 million and the net cash proceeds from the sale were used for general corporate purposes.

On September 30, 2000, Manhattan Village, a 551,847 square foot, regional shopping center, which was owned 10% by the Operating Partnership, was sold. The joint venture sold the property for $89.0 million, including a note receivable from the buyer for $79.0 million at an interest rate of 8.75% payable monthly, until its maturity date of September 30, 2001.

The properties acquired by SDG Macerich Properties, L.P., PPRT and the Management Companies ("Joint Venture Acquisitions") are reflected using the equity method of accounting. The results of these acquisitions are reflected in the consolidated results of operations of the Company in equity in income of unconsolidated joint ventures and the Management Companies.

Many of the variations in the results of operations, discussed below, occurred due to the Joint Venture Acquisition Centers, the 1999 and 1998 Acquisition Centers and the partial sale and contribution of the Contributed JV Assets to PPRT during 1999. Many factors impact the Company's ability to acquire additional properties; including the availability and cost of capital, the overall debt to market capitalization level, interest rates and availability of potential acquisition targets that meet the Company's criteria. There were no acquisitions in 2000 because of market conditions, including the cost of capital and the lack of attractive opportunities. Furthermore, management currently anticipates no acquisitions for 2001. Accordingly, management is uncertain whether in future years that there will be similar acquisitions and corresponding increases in equity in income of unconsolidated joint ventures

27


and the Management Companies and funds from operations that occurred as a result of the Joint Venture Acquisition Centers and the 1998 and 1999 Acquisition Centers. Pacific View (formerly known as Buenaventura Mall), Crossroads Mall-Boulder and Parklane Mall are currently under redevelopment and are referred to herein as the "Redevelopment Centers." All other Centers, excluding the 1999 and 1998 Acquisition Centers, the Joint Venture Acquisition Centers, the Contributed JV Assets and Redevelopment Centers, are referred to herein as the "Same Centers," unless the context otherwise requires.

Revenues include rents attributable to the accounting practice of straight lining of rents which requires rent to be recognized each year in an amount equal to the average rent over the term of the lease, including fixed rent increases over that period. The amount of straight lined rents, included in consolidated revenues, recognized in 2000 was $0.9 million compared to $2.6 million in 1999. Additionally, the Company recognized through equity in income of unconsolidated joint ventures, $2.2 million as its pro rata share of straight lined rents from joint ventures in 2000 compared to $2.3 million in 1999. These decreases resulted from the Company structuring the majority of its new leases using annual Consumer Price Index ("CPI") increases, which generally do not require straight lining treatment. The Company believes that using 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.

The bankruptcy and/or closure of an Anchor, or its sale to a less desirable retailer, could adversely affect customer traffic in a Center and thereby reduce the income generated by that Center. Furthermore, the closing of an Anchor could, under certain circumstances, allow certain other Anchors or other tenants to terminate their leases or cease operating their stores at the Center or otherwise adversely affect occupancy at the Center. Other retail stores at the Centers may also seek the protection of bankruptcy laws and/or close stores, which could result in the termination of such tenants and thus cause a reduction in cash flow generated by the Centers.

In addition, the Company's success in the highly competitive real estate shopping center business depends upon many other factors, including general economic conditions, the ability of tenants to make rent payments, increases or decreases in operating expenses, occupancy levels, changes in demographics, competition from other centers and forms of retailing and the ability to renew leases or relet space upon the expiration or termination of leases.

ASSETS AND LIABILITIES

Total assets decreased to $2,337 million at December 31, 2000 compared to $2,404 million at December 31, 1999 and $2,322 million at December 31, 1998. During that same period, total liabilities increased from $1,579 million in 1998 to $1,626 million in 1999 and decreased to $1,607 million in 2000. These changes were primarily a result of the 1999 and 1998 Acquisition Centers, the partial sale and contribution of the Contributed JV Assets to PPRT and related debt transactions.

A. Stock Repurchase Program
On November 10, 2000, the Company's Board of Directors approved a stock repurchase program of up to 3.4 million shares of common stock. As of December 31, 2000, the Company repurchased 564,000 shares of its common stock at an average price of $19.02 per share.

28


B. Refinancings
On April 12, 2000, additional debt of $138.5 million was placed on the SDG Macerich Properties, L.P. portfolio. This debt, consisting of both fixed and floating interest rates, has a current average interest rate of 7.51% and matures May 15, 2006. The Company's share of the financing proceeds of $69.2 million was used to pay down the Company's line of credit.

On June 1, 2000, the PPRT joint venture refinanced the debt on Kitsap Mall. A $38.0 million loan at an effective interest rate of 8.60%, was paid in full and a new note was issued for $61.0 million bearing interest at a fixed rate of 8.06% and maturing June 1, 2010.

On August 31, 2000, the Company refinanced the debt on Vintage Faire Mall. The prior loan of $52.8 million, at a fixed interest rate of 7.65%, was paid in full and a new note was issued for $70.0 million bearing interest at a fixed rate of 7.89% and maturing September 1, 2010.

On October 2, 2000, the Company refinanced the debt on Santa Monica Place. An $85.0 million floating rate loan was paid in full and a new note was issued for $85.0 million bearing interest at a fixed rate of 7.70% and maturing November 1, 2010.

On December 1, 2000, the PPRT joint venture refinanced the debt on Stonewood Mall. A $75.0 million floating rate loan was paid in full and a new note was issued for $77.8 million bearing interest at a fixed rate of 7.41% and maturing December 11, 2010.

C. Other Events
On September 30, 2000, Manhattan Village, a 551,847 square foot regional shopping center, 10% which was owned by the Operating Partnership, was sold. The joint venture sold the property for $89.0 million, including a note receivable from the buyer for $79.0 million at an interest rate of 8.75% payable monthly, until its maturity date of September 30, 2001.

During 2000, the Company entered into a ten-year energy management and procurement contract with Enron. Enron will manage the supply of electricity and natural gas and provide energy management services to a majority of the Company's Centers.

During 2000, the Company invested $4.3 million in and became a founding member of MerchantWired. MerchantWired is providing a broadband communications network to retail property owners and retailers.

29


Comparison of Years Ended December 31, 2000 and 1999

Revenues
Minimum and percentage rents decreased by 5.4% to $207.8 million in 2000 from $219.7 million in 1999. Approximately $24.6 million of the decrease related to the contribution of 100% and 99% of the membership interests of Lakewood Mall and Stonewood Mall, respectively, to the PPRT joint venture on October 26, 1999. The Company's pro rata share of results from those assets subsequent to the contribution to PPRT is reflected in Income from Unconsolidated Joint Ventures. The decreases due to the Contributed JV Assets are partially offset by revenue increases of $8.2 million relating to the 1999 acquisition of Santa Monica Place.

In December 1999, the Securities and Exchange Committee issued Staff Accounting Bulletin 101, "Revenue Recognition in Financial Statements" ("SAB 101"), which became effective for periods beginning after December 15, 1999. This bulletin modified the timing of revenue recognition for percentage rent received from tenants. This change will defer recognition of a significant amount of percentage rent for the first three calendar quarters into the fourth quarter. The Company applied this change in accounting principle as of January 1, 2000. The cumulative effect of this change in accounting principle at the adoption date of January 1, 2000, including pro rata share of joint ventures, was approximately $1.8 million.

Tenant recoveries increased to $104.1 million in 2000 from $99.1 million in 1999. The increase resulted from the impact of Santa Monica Place, Pacific View and from the Same Centers. These increases were partially offset by revenue decreases of $7.7 million resulting from the Contributed JV Assets.

Other income decreased to $8.2 million in 2000 from $8.6 million in 1999.

Expenses
Shopping center expenses increased to $101.7 million in 2000 compared to $100.3 million in 1999. Approximately $6.4 million of the increase resulted from the 1999 acquisition of Santa Monica Place, $3.4 million of the increase resulted from increased property taxes and recoverable expenses at the Same Centers. These increases were partially offset by a decrease of $8.1 million from the Contributed JV Assets.

Interest Expense
Interest expense decreased to $108.4 million in 2000 from $113.3 million in 1999. Approximately $7.5 million of the decrease is from the Contributed JV Assets. This decrease is partially offset by the acquisition activity in 1999, which was partially funded with secured debt and borrowings under the Company's line of credit.

Depreciation and Amortization
Depreciation and amortization increased to $61.6 million in 2000 from $61.4 million in 1999. Approximately $2.5 million of the increase relates primarily to the 1999 Acquisition Center, which is partially offset by a decrease of $4.6 million relating to the Contributed JV Assets.

Minority Interest
The minority interest represents the 24.3% weighted average interest of the Operating Partnership that was not owned by the Company during 2000. This compares to 26.3% not owned by the Company during 1999.

30


Income From Unconsolidated Joint Ventures and Management Companies
The income from unconsolidated joint ventures and the Management Companies was $30.3 million for 2000, compared to income of $25.9  million in 1999. A total of $8.2 million of the increase is attributable to the 1999 Joint Venture Acquisitions and the Contributed JV Assets. Additionally, $1.1 million is attributable to the gain from the sale of Manhattan Village on September 30, 2000. These increases are partially offset by the cumulative effect of the change in accounting principle for percentage rent required by SAB 101 of $0.8 million and additional interest expense from the debt restructuring at SDG Macerich Properties, L.P. of $4.8 million.

Gain (loss) on Sale of Assets
A loss of $2.8 million in 2000 compares to a gain of $96.0 million in 1999. The 1999 gain was a result of the Company selling approximately 49% of the membership interests of Stonewood and Lakewood to Ontario Teachers' in October of 1999 and the Company's sale of Huntington Center on November 16, 1999.

Extraordinary Loss from Early Extinguishment of Debt
In 2000, the Company recorded a loss from early extinguishment of debt of $0.3 million which was a result of write offs of $1.3 million of unamortized financing costs and is offset by a gain of $1.0 million relating to the Company's purchase and retirement of $10.6 million of the Debentures, compared to the write off of $1.5 million of unamortized financing costs in 1999.

Cumulative Effect of Change in Accounting Principle
A loss of $1.0 million in 2000 compared to no loss in 1999 is a result of implementation of SAB 101 at January 1, 2000.

Net Income Available to Common Stockholders
As a result of the foregoing, net income available to common stockholders decreased to $38.0 million in 2000 from $110.9 million in 1999.

Operating Activities
Cash flow from operations was $121.2 million in 2000 compared to $139.6 million in 1999. The decrease is primarily because of decreased net operating income from the factors mentioned above.

Investing Activities
Cash generated from investing activities was $1.7 million in 2000 compared to cash utilized by investing activities of $247.7 million in 1999. The change resulted primarily from the cash contributions for the joint venture acquisitions of $116.9 million in 1999 compared to $12.9 million in 2000. This is offset by increases in joint venture distributions of $113.0 million in 2000 compared to $30.0 million in 1999.

Financing Activities
Cash flow used in financing activities was $127.1 million in 2000 compared to cash provided by financing activities of $123.4 million in 1999. The change resulted primarily from the refinancing of Centers in 1999.

EBITDA and Funds From Operations
Primarily because of the factors mentioned above, EBITDA, including joint ventures at pro rata, increased 4.2% to $314.6 million in 2000 from $301.8 million in 1999 and Funds from Operations–Diluted increased 1.8% to $167.2 million in 2000 from $164.3 million in 1999.

31


Comparison of Years Ended December 31, 1999 and 1998

Revenues
Minimum and percentage rents increased by 14.1% to $219.7 million in 1999 from $192.6 million in 1998. Approximately $26.3 million of the increase resulted from the 1998 Acquisition Centers, $1.9 million from the 1999 acquisition of Santa Monica Place and $5.2 million of the increase was attributable to the Same Centers. These increases were partially offset by revenue decreases at the Redevelopment Centers of $2.1 million in 1999 and $4.2 million of the decrease related to the contribution of 100% and 99% of the membership interests of Lakewood Mall and Stonewood Mall, respectively, to the PPRT joint venture on October 26,1999.

Tenant recoveries increased to $99.1 million in 1999 from $86.7 million in 1998. The 1998 Acquisition Centers generated $12.9 million of this increase, $1.3 million was from the acquisition of Santa Monica Place, and $1.9 million of the increase was from the Same Centers. These increases were partially offset by revenue decreases at the Redevelopment Centers of $2.1 million in 1999 and $1.6 million of the decrease resulted from the contribution of Lakewood Mall and Stonewood Mall to the PPRT joint venture.

Other income increased to $8.6 million in 1999 from $4.5 million in 1998. Approximately $0.7 million of the increase related to the 1998 Acquisition Centers and the 1999 acquisition of Santa Monica Place, and $3.7 million of the increase was attributable to the Same Centers.

Expenses
Shopping center expenses increased to $100.3 million in 1999 compared to $90.0 million in 1998. Approximately $13.2 million of the increase resulted from the 1998 Acquisition Centers and the 1999 acquisition of Santa Monica Place and $1.1 million of the increase resulted from increased property taxes and recoverable expenses at the Same Centers. The Redevelopment Centers had a net decrease of $2.0 million in shopping center expenses resulting primarily from decreased property taxes and recoverable expenses. The contribution of Lakewood Mall and Stonewood Mall to the PPRT joint venture resulted in $2.0 million of this decrease.

General and administrative expenses increased to $5.5 million in 1999 from $4.4 million in 1998 primarily as a result of the accounting change required by EITF 97-11, "Accounting for Internal Costs Relating to Real Estate Property Acquisitions," which requires the expensing of internal acquisition costs. Previously, in accordance with GAAP, certain internal acquisition costs were capitalized. The increase is also attributable to higher executive and director compensation expense.

Interest Expense
Interest expense increased to $113.3 million in 1999 from $91.4 million in 1998. This increase of $22.1 million is primarily attributable to the acquisition activity in 1998 and 1999, which was partially funded with secured debt and borrowings under the Company's line of credit.

Depreciation and Amortization
Depreciation increased to $61.4 million from $53.1 million in 1998. This increase relates primarily to the 1998 and 1999 Acquisition Centers.

32


Minority Interest
The minority interest represents the 26.3% weighted average interest of the Operating Partnership that was not owned by the Company during 1999. This compares to 28.4% not owned by the Company during 1998.

Income From Unconsolidated Joint Ventures and Management Companies
The income from unconsolidated joint ventures and the Management Companies was $25.9 million for 1999, compared to income of $14.5  million in 1998. A total of $3.2 million of the change is attributable to the 1998 acquisitions of SDG Macerich Properties, L.P. and $7.9 million of the change is attributable to the 1999 acquisitions by Pacific Premier Retail Trust.

Gain on Sale of Assets
A gain on sale of assets of $96.0 million is a result of the Company selling approximately 49% of the membership interests of Stonewood and Lakewood to Ontario Teachers' in October 1999 and the Company's sale of Huntington Center on November 16, 1999.

Extraordinary Loss from Early Extinguishment of Debt
In 1999, the Company wrote off $1.5 million of unamortized financing costs, compared to $2.4 million written off in 1998.

Net Income Available to Common Stockholders
As a result of the foregoing, including the gain on sale of assets, net income available to common stockholders increased to $110.9 million in 1999 from $32.5 million in 1998.

Operating Activities
Cash flow from operations was $139.6 million in 1999 compared to $85.2 million in 1998. The increase is primarily because of increased net operating income from the 1998 and 1999 Acquisition Centers.

Investing Activities
Cash flow used in investing activities was $247.7 million in 1999 compared to $761.1 million in 1998. The change resulted primarily from the cash contributions required by the Company for the joint venture acquisitions of $240.2 million in 1998 compared to $116.9 million in 1999, and the proceeds from the sale of assets in 1999 of $106.9 million.

Financing Activities
Cash flow from financing activities was $123.4 million in 1999 compared to $676.0 million in 1998. The decrease resulted from no equity offerings in 1999 compared to 7,920,181 shares of common stock sold in 1998. Additionally, 9,114,602 shares of preferred stock were sold in the first and second quarters of 1998.

EBITDA and Funds From Operations
Primarily because of the factors mentioned above, EBITDA, including joint ventures at pro rata, increased 31.0% to $301.8 million in 1999 from $230.4 million in 1998 and Funds from Operations—Diluted increased 36.3% to $164.3 million from $120.5 million in 1998.

33


Liquidity and Capital Resources
The Company intends to meet its short term liquidity requirements through cash generated from operations and working capital reserves. The Company anticipates that revenues will continue to provide necessary funds for its operating expenses and debt service requirements, and to pay dividends to stockholders in accordance with REIT requirements. The Company anticipates that cash generated from operations, together with cash on hand, will be adequate to fund capital expenditures which will not be reimbursed by tenants, other than non-recurring capital expenditures. Capital for major expenditures or major redevelopments has been, and is expected to continue to be, obtained from equity or debt financings which include borrowings under the Company's line of credit and construction loans. However, many factors impact the Company's ability to access capital, such as its overall debt level, interest rates, interest coverage ratios and prevailing market conditions.

The Company believes that it will have access to the capital necessary to execute its share repurchase program and expand its business in accordance with its strategies for growth and maximizing Funds from Operations. The Company presently intends to obtain additional capital necessary to expand its business and execute its share repurchase program through a combination of debt financings, joint ventures and the sale of non-core assets. During 1998 and 1999, the Company acquired two portfolios through joint ventures and raised additional capital in 1999 from the sale of interests in two properties to one joint venture partner. The Company believes such joint venture arrangements provide an attractive alternative to other forms of financing whether for acquisitions or other business opportunities.

The Company's total outstanding loan indebtedness at December 31, 2000 was $2.3 billion (including its pro rata share of joint venture debt). This equated to a debt to Total Market Capitalization (defined as total debt of the Company, including its pro rata share of joint venture debt, plus aggregate market value of outstanding shares of common stock, assuming full conversion of OP Units and preferred stock into common stock) ratio of approximately 69% at December 31, 2000. The Company's debt consists primarily of fixed-rate conventional mortgages payable secured by individual properties.

The Company has filed a shelf registration statement, effective December 8, 1997, to sell securities. The shelf registration is for a total of $500 million of common stock, common stock warrants or common stock rights. During 1998, the Company sold a total of 7,920,181 shares of common stock under this shelf registration. The aggregate offering price of these transactions was approximately $212.9 million, leaving approximately $287.1 million available under the shelf registration statement.

The Company has an unsecured line of credit for up to $150.0 million. There were $59.0 million of borrowings outstanding at December 31, 2000. The line of credit has been extended to May 2002.

At December 31, 2000, the Company had cash and cash equivalents available of $36.3 million.

34


Funds From Operations
The Company believes that the most significant measure of its performance is FFO. FFO is defined by The National Association of Real Estate Investment Trusts ("NAREIT") to be: Net income (loss) (computed in accordance with GAAP), excluding gains (or losses) from debt restructuring, sales or write-down of assets and cumulative effect of change in accounting principle, plus depreciation and amortization (excluding depreciation on personal property and amortization of loan and financial instrument costs) and after adjustments for unconsolidated entities. Adjustments for unconsolidated entities are calculated on the same basis. FFO does not represent cash flow from operations, as defined by GAAP, and is not necessarily indicative of cash available to fund all cash flow needs. The following reconciles net income available to common stockholders to FFO:

(amounts in thousands)

   
   
   
   
 
 
  2000

  1999

 
 
  Shares

  Amount

  Shares

  Amount

 

 
Net income–available to common stockholders       $ 37,971       $ 110,873  
Adjustments to reconcile net income to FFO–basic:                      
  Minority interest         12,168         38,335  
  Loss on early extinguishment of debt         304         1,478  
  (Gain) loss on sale of wholly-owned assets         2,773         (95,981 )
  (Gain) loss on sale or write-down of assets from unconsolidated entities (pro rata)         (235 )       193  
  Depreciation and amortization on wholly owned centers         61,647         61,383  
  Depreciation and amortization on joint ventures and from the management companies (pro rata)         24,472         19,715  
  Cumulative effect of change in accounting principle–wholly owned centers         963          
  Cumulative effect of change in accounting principle–prorata unconsolidated entities         787          
Less: depreciation on personal property and amortization of loan costs and interest rate caps         (5,106 )       (4,271 )

 
FFO–basic(1)   45,050   $ 135,744   46,130   $ 131,725  
Additional adjustment to arrive at FFO–diluted                      
  Impact of convertible preferred stock   9,115     18,958   9,115     18,138  
  Impact of stock options and restricted stock using the treasury method   (n/a–antidilutive)   462     1,823  
  Impact of convertible debentures   5,154     12,542   5,186     12,616  

 
FFO–diluted(2)   59,319   $ 167,244   60,893   $ 164,302  

 
(1)
Calculated based upon basic net income as adjusted to reach basic FFO. Weighted average number of shares includes the weighted average shares of common stock outstanding for 2000 assuming the conversion of all outstanding OP Units. As of December 31, 2000, 11.2 million of OP Units were outstanding.

(2)
The computation of FFO–diluted and diluted average number of shares outstanding includes the effect of outstanding common stock options and restricted stock using the treasury method. The debentures are dilutive at December 31, 2000 and 1999 and are included in the FFO calculation. On February 25, 1998, the Company sold $100 million of its Series A Preferred Stock. On June 17, 1998, the Company sold $150 million of its Series B Preferred Stock. The preferred stock can be converted on a one-for-one basis for common stock. The preferred shares are assumed converted for purposes of 1999 net income as they are dilutive to that calculation. The preferred shares are assumed converted for purposes of 2000 and 1999 FFO-diluted per share as they are dilutive to that calculation.

35


Included in minimum rents were rents attributable to the accounting practice of straight lining of rents. The amount of straight lining of rents that impacted minimum rents was $865,259 for 2000, $2,628,000 for 1999 and $3,814,000 for 1998. The decline in straight-lining of rents from 1999 to 2000 is due to the Company structuring its new leases using rent increases tied to the change in CPI rather than using contractually fixed rent increases. CPI increases do not generally require straight-lining of rent treatment.

Inflation
In the last three years, inflation has not had a significant impact on the Company because of a relatively low inflation rate. Most of the leases at the Centers have rent adjustments periodically through the lease term. These rent increases are either in fixed increments or based on increases in the CPI. In addition, many of the leases are for terms of less than ten years, which enables the Company to replace existing leases with new leases at higher base rents if the rents of the existing leases are below the then existing market rate. Additionally, most of the leases require the tenants to pay their pro rata share of operating expenses. This reduces the Company's exposure to increases in costs and operating expenses resulting from inflation.

Seasonality
The shopping center industry is seasonal in nature, particularly in the fourth quarter during the holiday season when retailer occupancy and retail sales are typically at their highest levels. In addition, shopping malls achieve a substantial portion of their specialty (temporary retailer) rents during the holiday season and the majority of percentage rent is recognized in the fourth quarter. As a result of the above, plus the change in accounting principle discussed below for percentage rent, earnings are generally higher in the fourth quarter of each year.

New Pronouncements Issued
In December 1999, the Securities and Exchange Committee issued Staff Accounting Bulletin 101, "Revenue Recognition in Financial Statements" ("SAB 101), which became effective for periods beginning after December 15, 1999. This bulletin modified the timing of revenue recognition for percentage rent received from tenants. This change will defer recognition of a significant amount of percentage rent for the first three calendar quarters into the fourth quarter. The Company applied this change in accounting principle as of January 1, 2000. The cumulative effect of this change in accounting principle at the adoption date of January 1, 2000, including the pro rata share of joint ventures, was approximately $1,750,000.

In June 1998, the FASB issued Statement of Financial Accounting Standard ("SFAS") 133, "Accounting for Derivative Instruments and Hedging Activities," ("SFAS 133") which requires companies to record derivatives on the balance sheet, measured at fair value. Changes in the fair values of those derivatives will be accounted for depending on the use of the derivative and whether it qualifies for hedge accounting. The key criterion for hedge accounting is that the hedging relationship must be highly effective in achieving offsetting changes in fair value or cash flows. In June 1999, the FASB issued SFAS 137, "Accounting for Derivative Instruments and Hedging Activities," which delays the implementation of SFAS 133 from January 1, 2000 to January 1, 2001. In June 2000, the FASB issued SFAS No. 138, "Accounting for Certain Derivative Instruments and Certain Hedging Activities–an Amendment of FASB Statement No. 133," ("SFAS 138") which amends the accounting and reporting standards of SFAS 133. The Company has determined the implementation of SFAS 133 and SFAS 138 will not have a material impact on its consolidated financial statements.

36



ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company's primary market risk exposure is interest rate risk. The Company has managed and will continue to manage interest rate risk by (1) maintaining a conservative ratio of fixed rate, long-term debt to total debt such that variable rate exposure is kept at an acceptable level, (2) reducing interest rate exposure on certain long-term variable rate debt through the use of interest rate caps with appropriately matching maturities, (3) using treasury rate locks where appropriate to fix rates on anticipated debt transactions, and (4) taking advantage of favorable market conditions for long-term debt and/or equity.

The following table sets forth information as of December 31, 2000 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 Ended December 31,

   
   
   
 
  2001

  2002

  2003

  2004

  2005

  Thereafter

  Total

  FV


Long term debt:                                                
  Fixed rate   $ 108,607   $ 11,858   $ 52,630   $ 129,297   $ 12,554   $ 937,801   $ 1,252,747   $ 1,282,163
  Average interest rate     7.42 %   7.41 %   7.39 %   7.41 %   7.41 %   7.41 %   7.41 %  
  Fixed rate–Debentures         150,848                     150,848     148,132
  Average interest rate         7.25 %                   7.25 %  
  Variable rate     59,000     88,340                     147,340     147,340
  Average interest rate     8.75 %   8.62 %                   8.69 %  

Total debt–Wholly owned Centers   $ 167,607   $ 251,046   $ 52,630   $ 129,297   $ 12,554   $ 937,801   $ 1,550,935   $ 1,577,635

Joint Venture Centers:
(at Company's pro rata share)
                                               
  Fixed rate   $ 6,812   $ 7,538   $ 8,410   $ 8,977   $ 74,468   $ 478,258   $ 584,463   $ 586,595
  Average interest rate     6.86 %   6.86 %   6.86 %   6.87 %   6.83 %   6.83 %   6.85 %  
  Variable rate         8,224     92,250             40,700     141,174     141,174
  Average interest rate         9.00 %   7.21 %           7.08 %   7.72 %  

Total debt–Joint Ventures   $ 6,812   $ 15,762   $ 100,660   $ 8,977   $ 74,468   $ 518,958   $ 725,637   $ 727,769

Total debt–All Centers   $ 174,419   $ 266,808   $ 153,290   $ 138,274   $ 87,022   $ 1,456,759   $ 2,276,572   $ 2,305,404

The $59.0 million of variable debt maturing in 2001 represents the outstanding borrowings under the Company's credit facility. Subsequent to December 31, 2000, the line of credit was extended to May 2002.

In addition, the Company has assessed the market risk for its variable rate debt and believes that a 1% increase in interest rates would decrease future earnings and cash flows by approximately $2.9 million per year based on $288.5 million outstanding at December 31, 2000.

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


ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Refer to the Index to Financial Statements and Financial Statement Schedules for the required information.

37



ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

None.


Part III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY.

There is hereby incorporated by reference the information which appears under the captions "Election of Directors," "Executive Officers" and "Section 16 Reporting" in the Company's definitive proxy statement for its 2001 Annual Meeting of Stockholders.


ITEM 11. EXECUTIVE COMPENSATION.

There is hereby incorporated by reference the information which appears under the caption "Executive Compensation" in the Company's definitive proxy statement for its 2001 Annual Meeting of Stockholders; provided, however, that the Report of the Compensation Committee on executive compensation and the Stock Performance Graph set forth therein shall not be incorporated by reference herein, in any of the Company's prior or future filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent the Company specifically incorporates such report or stock performance graph by reference therein and shall not be otherwise deemed filed under either of such Acts.


ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

There is hereby incorporated by reference the information which appears under the captions "Principal Stockholders," "Information Regarding Nominees and Directors" and "Executive Officers" in the Company's definitive proxy statement for its 2001 Annual Meeting of Stockholders.


ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

There is hereby incorporated by reference the information which appears under the captions "Certain Transactions" in the Company's definitive proxy statement for its 2001 Annual Meeting of Stockholders.

38



Part IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENTS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

 
   
   
  Page


(a)   1.   Financial Statements of the Company    
        Report of Independent Accountants   41
        Consolidated balance sheets of the Company as of December 31, 2000 and 1999   42
        Consolidated statements of operations of the Company for the years ended December 31, 2000, 1999 and 1998   43-44
        Consolidated statements of common stockholders' equity of the Company for the years ended December 31, 2000, 1999 and 1998   45
        Consolidated statements of cash flows of the Company for the years ended December 31, 2000, 1999 and 1998   46
        Notes to consolidated financial statements   47-70
    2.   Financial Statements of Pacific Premier Retail Trust    
        Report of Independent Accountants   71
        Consolidated balance sheets of Pacific Premier Retail Trust as of December 31, 2000 and 1999   72
        Consolidated statements of operations of Pacific Premier Retail Trust for the year ended December 31, 2000 and for the period from February 18, 1999 (Inception) through December 31, 1999   73
        Consolidated statements of stockholders' equity of Pacific Premier Retail Trust for the year ended December 31, 2000 and for the period from February 18, 1999 (Inception) through December 31, 1999   74
        Consolidated statements of cash flows of Pacific Premier Retail Trust for the year ended December 31, 2000 and for the period from February 18, 1999 (Inception) through December 31, 1999   75
        Notes to consolidated financial statements   76-84
    3.   Financial Statements of SDG Macerich Properties, L.P.    
        Independent Auditors' Report   85
        Balance sheets of SDG Macerich Properties, L.P. as of December 31, 2000 and 1999   86
        Statements of operations of SDG Macerich Properties, L.P. for the years ended December 31, 2000, 1999 and 1998   87
        Statements of cash flows of SDG Macerich Properties, L.P. for the years ended December 31, 2000, 1999 and 1998   88
        Statements of partners' equity of SDG Macerich Properties, L.P. for years ended December 31, 2000, 1999 and 1998   89

39


        Notes to financial statements   90-94
    4.   Financial Statement Schedules    
        Schedule III–Real estate and accumulated depreciation of the Company   95-96
        Schedule III–Real estate and accumulated depreciation of Pacific Premier Retail Trust   97-98
        Schedule III–Real estate and accumulated depreciation of SDG Macerich Properties, L.P   99-101
(b)   1.   Reports on Form 8-K    
        None    
(c)   1.   Exhibits    
        The Exhibit Index attached hereto is incorporated by reference under this item    

40


Report of Independent Accountants

To the Board of Directors and Stockholders of The Macerich Company:

In our opinion, based on our audits and the report of other auditors, the consolidated financial statements listed in the index appearing under Item 14(a)(1) on page 39 present fairly, in all material respects, the financial position of The Macerich Company (the "Company") at December 31, 2000 and 1999, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2000 in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedule listed in the index appearing under Item 14(a)(4) on page 40 presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. These financial statements and financial statement schedule are the responsibility of the Company's management; our responsibility is to express an opinion on these financial statements and financial statement schedule based on our audits. We did not audit the financial statements of SDG Macerich Properties, L.P. (the "Partnership"), the investment in which is reflected in the accompanying consolidated financial statements using the equity method of accounting. The investment in the Partnership represents approximately 7.2 percent and 10.0 percent of the Company's consolidated total assets at December 31, 2000 and 1999, respectively, and the equity in income represents approximately 33.1%, 16.0% and 44.6% of the related consolidated net income for each of the three years in the period ended December 31, 2000. Those statements were audited by other auditors whose report thereon has been furnished to us, and our opinion expressed herein, insofar as it relates to the amounts included for the Partnership, is based solely on the report of the other auditors. We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits and the report of other auditors provide a reasonable basis for our opinion.

As discussed in Note 2 to the consolidated financial statements, effective January 1, 2000, the Company adopted Staff Accounting Bulletin 101.

As discussed in Note 16 to the consolidated financial statements, the Company has revised its accounting for the Series A and Series B redeemable preferred stock to classify such securities outside of common stockholders' equity.

PricewaterhouseCoopers LLP

Los Angeles, CA
February 13, 2001

41


THE MACERICH COMPANY

CONSOLIDATED BALANCE SHEETS

(Dollars in thousands, except share data)

 
  December 31,

 
  2000

  1999


ASSETS:        
Property, net   $ 1,933,584   $ 1,931,415
Cash and cash equivalents   36,273   40,455
Tenant receivables, including accrued overage rents of $6,486 in 2000 and $7,367 in 1999   38,922   34,423
Deferred charges and other assets, net   55,323   55,065
Investments in joint ventures and the Management Companies   273,140   342,935

    Total assets   $ 2,337,242   $ 2,404,293

LIABILITIES, PREFERRED STOCK AND COMMON STOCKHOLDERS' EQUITY:        
Mortgage notes payable:        
  Related parties   $ 133,063   $ 133,876
  Others   1,119,684   1,105,180

  Total   1,252,747   1,239,056
Bank notes payable   147,340   160,671
Convertible debentures   150,848   161,400
Accounts payable and accrued expenses   24,681   27,815
Due to affiliates   8,800   6,969
Other accrued liabilities   17,887   25,849
Preferred stock dividend payable   4,831   4,648

    Total liabilities   1,607,134   1,626,408

Minority interest in Operating Partnership   120,500   129,295

Commitments and contingencies (Note 11)        
Series A cumulative convertible redeemable preferred stock, $.01 par value, 3,627,131 shares authorized, issued and outstanding at December 31, 2000 and 1999   98,934   98,934
Series B cumulative convertible redeemable preferred stock, $.01 par value, 5,487,471 shares authorized, issued and outstanding at December 31, 2000 and 1999   148,402   148,402

    247,336   247,336

Common stockholders' equity:        
  Common stock, $.01 par value, 100,000,000 shares authorized, 33,612,462 and 34,072,625 shares issued and outstanding at December 31, 2000 and 1999, respectively   338   338
  Additional paid in capital   359,306   363,896
  Accumulated earnings   10,314   43,514
  Unamortized restricted stock   (7,686)   (6,494)

    Total common stockholders' equity   362,272   401,254

      Total liabilities, preferred stock and common stockholders' equity   $ 2,337,242   $ 2,404,293

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

42


THE MACERICH COMPANY

CONSOLIDATED STATEMENTS OF OPERATIONS

(Dollars in thousands, except share and per share amounts)

 
  For the years ended December 31,

 
 
  2000

  1999

  1998

 

 
REVENUES:              
  Minimum rents   $ 195,236   $ 204,568   $ 179,710  
  Percentage rents   12,558   15,106   12,856  
  Tenant recoveries   104,125   99,126   86,740  
  Other   8,173   8,644   4,555  

 
    Total revenues   320,092   327,444   283,861  

 
EXPENSES:              
  Shopping center expenses   101,674   100,327   89,991  
  General and administrative expense   5,509   5,488   4,373  

 
    107,183   105,815   94,364  

 
  Interest expense:              
    Related parties   10,106   10,170   10,224  
    Others   98,341   103,178   81,209  

 
    Total interest expense   108,447   113,348   91,433  

 
  Depreciation and amortization   61,647   61,383   53,141  
Equity in income of unconsolidated joint ventures and the management companies   30,322   25,945   14,480  
(Loss) gain on sale of assets   (2,773 ) 95,981   9  

 
Income before minority interest, extraordinary item and cumulative effect of change in accounting principle   70,364   168,824   59,412  
Extraordinary loss on early extinguishment of debt   (304 ) (1,478 ) (2,435 )
Cumulative effect of change in accounting principle   (963 )    

 
Income of the Operating Partnership   69,097   167,346   56,977  
Less minority interest in net income of the Operating Partnership   12,168   38,335   12,902  

 
Net income   56,929   129,011   44,075  
Less preferred dividends   18,958   18,138   11,547  

 
Net income available to common stockholders   $ 37,971   $ 110,873   $ 32,528  

 

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

43


 
  For the years ended December 31,

 
 
  2000

  1999

  1998

 

 
Earnings per common share–basic:              
  Income before extraordinary item and cumulative effect of change in accounting principle   $ 1.14   $ 3.30   $ 1.14  
  Extraordinary item   (0.01 ) (0.04 ) (0.08 )
  Cumulative effect of change in accounting principle   (0.02 )    

 
Net income–available to common stockholders   $ 1.11   $ 3.26   $ 1.06  

 
Weighted average number of common shares outstanding–basic   34,095,000   34,007,000   30,805,000  

 
Weighted average number of common shares outstanding–basic, assuming full conversion of operating units outstanding   45,050,000   46,130,000   43,016,000  

 
Earnings per common share–diluted:              
  Income before extraordinary item and cumulative effect of change in accounting principle   $ 1.14   $ 3.01   $ 1.11  
  Extraordinary item   (0.01 ) (0.02 ) (0.05 )
  Cumulative effect of change in accounting principle   (0.02 )    

 
Net income–available to common stockholders   $ 1.11   $ 2.99   $ 1.06  

 
Weighted average number of common shares outstanding–diluted for EPS   45,050,000   60,893,000   43,628,000  

 

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

44


THE MACERICH COMPANY

CONSOLIDATED STATEMENTS OF COMMON STOCKHOLDERS' EQUITY

(Dollars in thousands, except share data)

 
  Common
Stock
(# shares)

  Common
Stock
Par
Value

  Additional
Paid In
Capital

  Accumulated
Earnings

  Unamortized
Restricted
Stock

  Total Common Stockholders'
Equity

 

 
Balance December 31, 1997   26,004,800   $ 260   $ 219,121     $ (3,086 ) $ 216,295  
  Common stock issued to public   7,828,124   78   214,562           214,640  
  Issuance costs           (11,149 )         (11,149 )
  Issuance of restricted stock   83,018       2,383           2,383  
  Unvested restricted stock   (83,018 )             (2,383 ) (2,383 )
  Restricted stock vested in 1998   26,039               945   945  
  Exercise of stock options   43,000       839           839  
  Distributions paid ($1.865) per share           (24,464 ) $ (32,528 )     (56,992 )
  Net income               32,528       32,528  
  Adjustment to reflect minority interest on a pro rata basis according to year end ownership percentage of Operating Partnership           (33,682 )         (33,682 )

 
Balance December 31, 1998   33,901,963   338   367,610     (4,524 ) 363,424  
  Issuance costs           (198 )         (198 )
  Issuance of restricted stock   176,600       4,007           4,007  
  Unvested restricted stock   (176,600 )             (4,007 ) (4,007 )
  Restricted stock vested in 1999   51,675               2,037   2,037  
  Exercise of stock options   88,250       1,705           1,705  
  Distributions paid ($1.965) per share               (67,359 )     (67,359 )
  Net income               110,873       110,873  
  Conversion of OP units to common stock   30,737       441           441  
  Adjustment to reflect minority interest on a pro rata basis according to year end ownership percentage of Operating Partnership           (9,669 )         (9,669 )

 
Balance December 31, 1999   34,072,625   338   363,896   43,514   (6,494 ) 401,254  
  Issuance costs           (7 )         (7 )
  Issuance of restricted stock   169,556       3,412           3,412  
  Unvested restricted stock   (169,556 )             (3,412 ) (3,412 )
  Restricted stock vested in 2000   82,733               2,220   2,220  
  Exercise of stock options   20,704       388           388  
  Common stock repurchase   (563,600 )     (10,739 )         (10,739 )
  Distributions paid ($2.06) per share               (71,171 )     (71,171 )
  Net income               37,971       37,971  
  Adjustment to reflect minority interest on a pro rata basis according to year end ownership percentage of Operating Partnership           2,356           2,356  

 
Balance December 31, 2000   33,612,462   $ 338   $ 359,306   $ 10,314   $ (7,686 ) $ 362,272  

 

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

45


THE MACERICH COMPANY

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in thousands)

 
  For the years ended December 31,

 
 
  2000

  1999

  1998

 

 
Cash flows from operating activities:              
  Net income–available to common stockholders   $ 37,971   $ 110,873   $ 32,528  
  Preferred dividends   18,958   18,138   11,547  

 
  Net income   56,929   129,011   44,075  
  Adjustments to reconcile net income to net cash provided by operating activities:              
    Extraordinary loss on early extinguishment of debt   304   1,478   2,435  
    Cumulative effect of change in accounting principle   963      
    Loss (gain) on sale of assets   2,773   (95,981 ) (9 )
    Depreciation and amortization   61,647   61,383   53,141  
    Amortization of net discount (premium) on trust deed note payable   33   191   (635 )
    Minority interest in the net income of the Operating Partnership   12,168   38,335   12,902  
    Changes in assets and liabilities:              
      Tenant receivables, net   (5,462 ) (3,174 ) (13,677 )
      Other assets   967   9,817   (19,772 )
      Accounts payable and accrued expenses   (3,134 ) 2,407   10,366  
      Due to affiliates   1,811   4,059   (12,156 )
      Other liabilities   (7,962 ) (8,178 ) 4,086  
      Accrued preferred stock dividend   183   228   4,420  

 
        Total adjustments   64,291   10,565   41,101  

 
  Net cash provided by operating activities   121,220   139,576   85,176  

 
Cash flows from investing activities:              
  Acquisitions of property and improvements   (5,639 ) (142,564 ) (481,735 )
  Renovations and expansions of centers   (44,808 ) (74,560 ) (40,545 )
  Tenant allowances   (5,913 ) (7,213 ) (5,383 )
  Deferred charges   (11,737 ) (17,352 ) (14,536 )
  Equity in income of unconsolidated joint ventures and the management companies   (30,322 ) (25,945 ) (14,480 )
  Distributions from joint ventures   113,047   29,989   32,623  
  Contributions to joint ventures   (12,930 ) (116,944 ) (240,196 )
  Loans to affiliates       3,105  
  Proceeds from sale of assets     106,904    

 
  Net cash provided by (used in) investing activities   1,698   (247,685 ) (761,147 )

 
Cash flows from financing activities:              
  Proceeds from mortgages, notes and debentures payable   295,672   584,270   480,348  
  Payments on mortgages, notes and debentures payable   (305,897 ) (328,452 ) (165,671 )
  Net proceeds from equity offerings       450,828  
  Dividends and distributions   (97,917 ) (114,259 ) (77,998 )
  Dividends to preferred shareholders   (18,958 ) (18,138 ) (11,547 )

 
  Net cash (used in) provided by financing activities   (127,100 ) 123,421   675,960  

 
  Net (decrease) increase in cash   (4,182 ) 15,312   (11 )
Cash and cash equivalents, beginning of period   40,455   25,143   25,154  

 
Cash and cash equivalents, end of period   $ 36,273   $ 40,455   $ 25,143  

 
Supplemental cash flow information:              
  Cash payment for interest, net of amounts capitalized   $ 108,003   $ 112,399   $ 89,543  

 
Non-cash transactions:              
    Acquisition of property by assumption of debt       $ 70,116  

 
    Acquisition of property by issuance of OP Units       $ 7,917  

 
    Contributions of liabilities in excess of assets to joint venture     $ 8,820    

 

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

46


THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share amounts)

1. Organization and Basis of Presentation:

The Macerich Company (the "Company") commenced operations effective with the completion of its initial public offering (the "IPO") on March 16, 1994. The Company is the sole general partner of and, assuming conversion of the redeemable preferred stock, holds a 79% ownership interest in The Macerich Partnership, L. P. (the "Operating Partnership"). The interests in the Operating Partnership are known as OP Units. OP Units not held by the Company are redeemable, subject to certain restrictions, on a one-for-one basis, for the Company's common stock or cash at the Company's option.

The Company was organized to qualify as a real estate investment trust ("REIT") under the Internal Revenue Code of 1986, as amended. The 21% limited partnership interest of the Operating Partnership not owned by the Company is reflected in these financial statements as minority interest.

The property management, leasing and redevelopment of the Company's portfolio is provided by the Macerich Management Company, Macerich Property Management Company and Macerich Manhattan Management Company, all California corporations (together referred to hereafter as the "Management Companies"). The non-voting preferred stock of the Macerich Management Company and Macerich Property Management Company is owned by the Operating Partnership, which provides the Operating Partnership the right to receive 95% of the distributable cash flow from the Management Companies. Macerich Manhattan Management Company is a 100% subsidiary of Macerich Management Company.

Basis Of Presentation:
The consolidated financial statements of the Company include the accounts of the Company and the Operating Partnership. The properties in which the Operating Partnership does not have a controlling interest in, and the Management Companies, have been accounted for under the equity method of accounting. These entities are reflected on the Company's consolidated financial statements as "Investments in joint ventures and the Management Companies."

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

2. Summary of Significant Accounting Policies:

Cash And Cash Equivalents:
The Company considers all highly liquid investments with an original maturity of 90 days or less when purchased to be cash equivalents, for which cost approximates fair value. Included in cash is restricted cash of $1,464 at December 31, 2000 and $1,418 at December 31, 1999.

Tenant Receivables:
Included in tenant receivables are allowances for doubtful accounts of $700 and $1,752 at December 31, 2000 and 1999, respectively.

47


Revenues:
Minimum rental revenues are recognized on a straight-line basis over the terms of the related lease. The difference between the amount of rent due in a year and the amount recorded as rental income is referred to as the "straight lining of rent adjustment." Rental income was increased by $865 in 2000, $2,628 in 1999 and $3,814 in 1998 due to the straight lining of rent adjustment. Percentage rents are recognized on an accrual basis. Recoveries from tenants for real estate taxes, insurance and other shopping center operating expenses are recognized as revenues in the period the applicable costs are incurred.

The Management Companies provide property management, leasing, corporate, redevelopment and acquisition services to affiliated and non-affiliated shopping centers. In consideration for these services, the Management Companies receive monthly management fees generally ranging from 1.5% to 5% of the gross monthly rental revenue of the properties managed.

Property:
Costs related to the redevelopment, construction and improvement of properties are capitalized. Interest costs are capitalized until construction is substantially complete.

Expenditures for maintenance and repairs are charged to operations as incurred. Realized gains and losses are recognized upon disposal or retirement of the related assets and are reflected in earnings.

Property is recorded at cost and is depreciated using a straight-line method over the estimated useful lives of the assets as follows:


Buildings and improvements   5-40 years
Tenant improvements   initial term of related lease
Equipment and furnishings   5-7 years

The Company assesses whether there has been an impairment in the value of its long-lived assets by considering factors such as expected future operating income, trends and prospects, as well as the effects of demand, competition and other economic factors. Such factors include the tenants' ability to perform their duties and pay rent under the terms of the leases. The Company may recognize an impairment loss if the income stream is not sufficient to cover its investment. Such a loss would be determined between the carrying value and the fair value of a center. Management believes no such impairment has occurred in its net property carrying values at December 31, 2000 and 1999.

48


Deferred Charges:
Costs relating to financing of shopping center properties and obtaining tenant leases are deferred and amortized over the initial term of the agreement. The straight-line method is used to amortize all costs except financing, for which the effective interest method is used. The range of the terms of the agreements are as follows:


Deferred lease costs   1–15 years
Deferred financing costs   1–15 years

In March 1998, the Financial Accounting Standards Board ("FASB"), through its Emerging Issues Task Force ("EITF"), concluded based on EITF 97-11, "Accounting for Internal Costs Relating to Real Estate Property Acquisitions," that all internal costs to source, analyze and close acquisitions should be expensed as incurred. The Company had historically capitalized these costs, in accordance with generally accepted accounting principles ("GAAP"). The Company had adopted the FASB's interpretation effective March 19, 1998.

Deferred Acquisition Liability:
As part of the Company's total consideration to the seller of Capitola Mall, the Company issued $5,000 of OP Units five years after the acquisition date, which was December 21, 1995. The number of OP Units was determined based on the Company's common stock price at December 21, 2000. A total of 254,373 of OP Units were issued to these partners on December 21, 2000.

Income Taxes:
The Company has elected to be taxed as a REIT under the Internal Revenue Code of 1986, as amended. A REIT is generally not subject to income taxation on that portion of its income that qualifies as REIT taxable income as long as it distributes at least 95 percent of its taxable income to its stockholders and complies with other requirements. Accordingly, no provision has been made for income taxes in the consolidated financial statements.

On a tax basis, the distributions of $2.06 paid during 2000 represented $1.7304 of ordinary income and $0.3296 of return of capital. The distributions of $1.965 per share during 1999 represented $1.30 of ordinary income and $0.665 of capital gain. During 1998, the distributions were $1.865 per share of which $1.12 was ordinary income and $0.745 was return of capital.

Each partner is taxed individually on its share of partnership income or loss, and accordingly, no provision for federal and state income tax is provided for the Operating Partnership in the consolidated financial statements.

49


Reclassifications:
Certain reclassifications have been made to the 1998 and 1999 consolidated financial statements to conform to the 2000 consolidated financial statements presentation.

Accounting Pronouncements:
In December 1999, the Securities and Exchange Committee issued Staff Accounting Bulletin 101, "Revenue Recognition in Financial Statements" ("SAB 101"), which became effective for periods beginning after December 15, 1999. This bulletin modified the timing of revenue recognition for percentage rent received from tenants. This change will defer recognition of a significant amount of percentage rent for the first three calendar quarters into the fourth quarter. The Company applied this change in accounting principle as of January 1, 2000. The cumulative effect of this change in accounting principle at the adoption date of January 1, 2000, including the pro rata share of joint ventures, was approximately $1,750. If the Company had recorded percentage rent using the methodology prescribed in SAB 101, the Company's net income available to common stockholders would have been reduced by $1,290 or $0.02 per diluted share for the year ended December 31, 1999.

In June 1998, the FASB issued Statement of Financial Accounting Standard ("SFAS") 133, "Accounting for Derivative Instruments and Hedging Activities," ("SFAS 133") which requires companies to record derivatives on the balance sheet, measured at fair value. Changes in the fair values of those derivatives will be accounted for depending on the use of the derivative and whether it qualifies for hedge accounting. The key criterion for hedge accounting is that the hedging relationship must be highly effective in achieving offsetting changes in fair value or cash flows. In June 1999, the FASB issued SFAS 137, "Accounting for Derivative Instruments and Hedging Activities," which delays the implementation of SFAS 133 from January 1, 2000 to January 1, 2001. In June 2000, the FASB issued SFAS No. 138, Accounting for Certain Derivative Instruments and Certain Hedging Activities—an Amendment of FASB Statement No. 133," ("SFAS 138") which amends the accounting and reporting standards of SFAS 133. The Company has determined the implementation of SFAS 133 and SFAS 138 will not have a material impact on its consolidated financial statements.

Fair Value of Financial Instruments:
To meet the reporting requirement of SFAS No. 107, "Disclosures about Fair Value of Financial Instruments," the Company calculates the fair value of financial instruments and includes this additional information in the notes to consolidated financial statements when the fair value is different than the carrying value of those financial instruments. When the fair value reasonably approximates the carrying value, no additional disclosure is made. The estimated fair value amounts have been determined by the Company using available market information and appropriate valuation methodologies. However, considerable judgment is required in interpreting market data to develop the estimates of fair value. Accordingly, the estimates presented herein are not necessarily indicative of the

50


amounts that the Company could realize in a current market exchange. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts.

Interest rate cap agreements were purchased by the Company from third parties to hedge the risk of interest rate increases on some of the Company's variable rate debt. The cost of these cap agreements was amortized over the life of the cap agreement on a straight line basis. Payments received as a result of the cap agreements were recorded as a reduction of interest expense. The unamortized costs of the cap agreements were included in deferred charges. The fair value of these caps will vary with fluctuations in interest rates. The Company is exposed to credit loss in the event of nonperformance by these counter parties to the financial instruments; however, management does not anticipate nonperformance by the counter parties.

The Company periodically enters into treasury lock agreements in order to hedge its exposure to interest rate fluctuations on anticipated financings. Under these agreements, the Company pays or receives an amount equal to the difference between the treasury lock rate and the market rate on the date of settlement, based on the notional amount of the hedge. The realized gain or loss on the contracts is recorded on the balance sheet, in other assets, and amortized as interest expense over the period of the hedged loans.

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 years ended December 31, 2000, 1999 and 1998. The computation of diluted earnings per share includes the effect of outstanding restricted stock and common stock options calculated using the Treasury stock method. The OP Units not held by the Company have been included in the diluted EPS calculation since they are redeemable on a one-for-one basis. The following table reconciles the basic and diluted earnings per share calculation:

51


(in thousands, except per share data)

 
  For the years ended

 
  2000

  1999

  1998

 
  Net
Income

  Shares

  Per
Share

  Net
Income

  Shares

  Per
Share

  Net
Income

  Shares

  Per
Share


  Net income   $ 56,929   34,095       $ 129,011   34,007       $ 44,075   30,805    
  Less: Preferred stock dividends   18,958           18,138           11,547        

Basic EPS                                    

  Net income– available to common stockholders   $ 37,971   34,095   $ 1.11   $ 110,873   34,007   $ 3.26   $ 32,528   30,805   $ 1.06

Diluted EPS:                                    

  Conversion of OP units   12,168   10,955       38,335   12,123       12,902   12,211    
  Employee stock options and restricted stock   n/a–antidilutive       1,824   462       668   612    
  Convertible preferred stock   n/a–antidilutive       18,138   9,115       n/a–antidilutive    
  Convertible debentures   n/a–antidilutive       12,616   5,186       n/a–antidilutive    

  Net income–available to common stockholders   $ 50,139   45,050   $ 1.11   $ 181,786   60,893   $ 2.99   $ 46,098   43,628   $ 1.06

Concentration of Risk:
The Company maintains its cash accounts in a number of commercial banks. Accounts at these banks are guaranteed by the Federal Deposit Insurance Corporation ("FDIC") up to $100. At various times during the year, the Company had deposits in excess of the FDIC insurance limit.

No Center generated more than 10% of shopping center revenues during 2000, 1999 or 1998.

The Centers derived approximately 91.3%, 90.2% and 89.9% of their total rents for the years ended December 31, 2000, 1999 and 1998, respectively, from Mall and Freestanding Stores. The Limited represented 4.4%, 5.2% and 6.1% of total minimum rents in place as of December 31, 2000, 1999 and 1998, respectively, and no other retailer represented more than 3.0%, 3.2% and 4.5% of total minimum rents as of December 31, 2000, 1999 and 1998, respectively.

Management Estimates:
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

52


3. Investments in Joint Ventures and the Management Companies:

The following are the Company's investments in various joint ventures. The Operating Partnership's interest in each joint venture as of December 31, 2000 is as follows:

Joint Venture

  The Operating
Partnership's Ownership %


Macerich Northwestern Associates   50%
Manhattan Village, LLC   10%
MerchantWired, LLC   9.5%
Pacific Premier Retail Trust   51%
Panorama City Associates   50%
SDG Macerich Properties, L.P.   50%
West Acres Development   19%

The Operating Partnership also owns the non-voting preferred stock of the Macerich Management Company and Macerich Property Management Company and is entitled to receive 95% of the distributable cash flow of these two entities. Macerich Manhattan Management Company is a 100% subsidiary of Macerich Management Company. The Company accounts for the Management Companies and joint ventures using the equity method of accounting.

On February 27, 1998, the Company, through SDG Macerich Properties, L.P., a 50/50 joint venture with an affiliate of Simon Property Group, Inc., acquired a portfolio of twelve regional malls. The properties in the portfolio comprise 10.7 million square feet and are located in eight states. The total purchase price was $974,500, which included $485,000 of assumed debt, at fair value. Each of the joint venture partners have assumed leasing and management responsibilities for six of the regional malls.

On February 18, 1999, the Company formed Pacific Premier Retail Trust ("PPRT"), a 51/49 joint venture with Ontario Teachers' Pension Plan Board ("Ontario Teachers") which closed on the acquisition of three regional malls, the retail component of a mixed-use development, five contiguous properties and two non-contiguous community shopping centers comprising approximately 3.6 million square feet for a total purchase price of approximately $427,000. On July 12, 1999, the Company closed on the acquisition of the office component of the mixed-use development for a purchase price of approximately $111,000.

On June 2, 1999, Macerich Cerritos, LLC ("Cerritos"), a wholly-owned subsidiary of Macerich Management Company, acquired Los Cerritos Center in Cerritos, California. The total purchase price was $188,000, which was funded with $120,000 of debt placed concurrently with the closing and a $70,800 loan from the Company.

53


On October 26, 1999, 49% of the membership interests of Macerich Stonewood, LLC ("Stonewood"), Cerritos and Macerich Lakewood, LLC ("Lakewood"), were sold to Ontario Teachers' and concurrently Ontario Teachers' and the Company contributed their 99% collective membership interests in Stonewood and Cerritos and 100% of their collective membership interests in Lakewood to PPRT. Lakewood, Stonewood, and Cerritos own Lakewood Mall, Stonewood Mall and Los Cerritos Center, respectively. The total value of the transaction was approximately $535,000. The properties were contributed to PPRT subject to existing debt of $322,000.

The results of these joint ventures are included for the period subsequent to their respective dates of acquisition.

On October 27, 1999, Albany Plaza, a 145,462 square foot community center, which was owned 51% by the Macerich Management Company, was sold.

On November 12, 1999, Eastland Plaza, a 65,313 square foot community center, which was 51% owned by the Macerich Management Company, was sold.

On September 30, 2000, Manhattan Village, a 551,847 square foot regional shopping center, 10% of which was owned by the Operating Partnership, was sold. The joint venture sold the property for $89,000, including a note receivable from the buyer for $79,000 at an interest rate of 8.75% payable monthly, until its maturity date of September 30, 2001. A gain from sale of the property for $10,945 was recorded at September 30, 2000.

Combined and condensed balance sheets and statements of operations are presented below for all unconsolidated joint ventures and the Management Companies, followed by information regarding the Operating Partnership's beneficial interest in the combined operations. Beneficial interest is calculated based on the Operating Partnership's ownership interests in the joint ventures and the Management Companies.

54


COMBINED AND CONDENSED BALANCE SHEETS OF JOINT VENTURES AND THE MANAGEMENT COMPANIES

 
  December 31,
2000

  December 31,
1999


ASSETS:            
  Properties, net   $  2,064,777   $  2,117,711
  Other assets     155,919     58,412

    Total assets   $  2,220,696   $  2,176,123

LIABILITIES AND PARTNERS' CAPITAL:            
  Mortgage notes payable   $  1,461,857   $  1,287,732
  Other liabilities     51,791     62,891
  The Company's capital     273,140     342,935
  Outside partners' capital     433,908     482,565

    Total liabilities and partners' capital   $  2,220,696   $  2,176,123

55


COMBINED AND CONDENSED STATEMENTS OF OPERATIONS OF JOINT VENTURES AND THE MANAGEMENT COMPANIES

 
  For the years ended December 31,

 
 
  2000

  1999

  1998

 
 
  SDG Macerich Properties, L.P.

  Pacific Premier Retail Trust

  Other Joint Ventures

  Mgmt Co.'s

  Total

  SDG Macerich Properties, L.P.

  Pacific Premier Retail Trust

  Other Joint Ventures

  Mgmt Co.'s

  Total

  SDG Macerich Properties, L.P.

  Other Joint Ventures

  Mgmt Co.'s

  Total

 

 
Revenues:                                                          
  Minimum rents   $ 91,635   $ 94,496   $ 24,487     $ 210,618   $ 88,014   $ 46,170   $ 25,497   $ 5,940   $ 165,621   $ 71,892   $ 25,213     $ 97,105  
  Percentage rents   6,282   5,872   2,077     14,231   7,422   3,497   2,268   191   13,378   6,138   1,208     7,346  
  Tenant recoveries   41,621   34,187   10,219     86,027   40,647   15,866   11,305   2,917   70,735   31,752   10,905     42,657  
  Management fee         $ 12,944   12,944         10,033   10,033       $ 6,605   6,605  
  Other   1,921   1,605   3,689   1,230   8,445   2,291   336   1,243   897   4,767   1,723   940   486   3,149  

 
  Total revenues   141,459   136,160   40,472   14,174   332,265   138,374   65,869   40,313   19,978   264,534   111,505   38,266   7,091   156,862  

 
Expenses:                                                          
  Management Company expense         15,181   15,181         12,737   12,737       10,122   10,122  
  Shopping center expenses   51,962   37,217   20,360     109,539   50,972   18,373   13,205   2,724   85,274   38,673   12,877     51,550  
  Interest expense   40,119   46,527   7,457   (355 ) 93,748   30,565   21,642   7,579   5,291   65,077   26,432   7,129   (398 ) 33,163  
  Depreciation and amortization   23,573   20,238   3,081   1,068   47,960   21,451   10,463   3,362   2,405   37,681   17,383   4,288   787   22,458  

 
  Total operating expenses   115,654   103,982   30,898   15,894   266,428   102,988   50,478   24,146   23,157   200,769   82,488   24,294   10,511   117,293  

 
Gain (loss) on sale of assets   416     12,336   (1,200 ) 11,552   5     961   (392 ) 574   29   140   (198 ) (29 )
Extraordinary loss on early extinguishment of debt     (375)       (375)                    
Cumulative effect of change in accounting principle   (1,053)   (397)   (98)   (9 ) (1,557)                    

 
  Net income (loss)   $ 25,168   $ 31,406   $ 21,812   $ (2,929 ) $ 75,457   $ 35,391   $ 15,391   $ 17,128   $ (3,571 ) $ 64,339   $ 29,046   $ 14,112   $ (3,618 ) $ 39,540  

 

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

Included in mortgage notes payable are amounts due to affiliates of Northwestern Mutual Life ("NML") of $161,281 and $156,219, for the years ended December 31, 2000 and 1999, 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 $9,801, $7,138 and $3,786 for the years ended December 31, 2000, 1999, and 1998, respectively.

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The following table sets forth the Operating Partnership's beneficial interest in the joint ventures and the Management Companies:

PRO RATA SHARE OF COMBINED AND CONDENSED STATEMENT OF OPERATIONS OF JOINT VENTURES AND THE MANAGEMENT COMPANIES

 
  For the years ended December 31,

 
 
  2000

  1999

  1998

 
 
  SDG Macerich Properties, L.P.

  Pacific Premier Retail Trust

  Other Joint Ventures

  Mgmt Co.'s

  Total

  SDG Macerich Properties, L.P.

  Pacific Premier Retail Trust

  Other Joint Ventures

  Mgmt Co.'s

  Total

  SDG Macerich Properties, L.P.

  Other Joint Ventures

  Mgmt Co.'s

  Total

 

 
Revenues:                                                          
  Minimum rents   $ 45,818   $ 48,192   $ 7,963     $ 101,973   $ 44,007   $ 23,547   $ 7,822   $ 5,643   $ 81,019   $ 35,946   $ 7,763     $ 43,709  
  Percentage rents   3,141   2,995   735     6,871   3,711   1,783   730   181   6,405   3,069   416     3,485  
  Tenant recoveries   20,810   17,436   3,121     41,367   20,323   8,092   3,214   2,771   34,400   15,876   2,963     18,839  
  Management fee         $ 12,297   12,297         9,531   9,531       $ 6,275   6,275  
  Other   960   819   554   1,169   3,502   1,146   171   262   852   2,431   862   212   461   1,535  

 
  Total revenues   70,729   69,442   12,373   13,466   166,010   69,187   33,593   12,028   18,978   133,786   55,753   11,354   6,736   73,843  

 
Expenses:                                                          
  Management Company expense         14,422   14,422         12,100   12,100       9,616   9,616  
  Shopping center expenses   25,981   18,981   4,908     49,870   25,486   9,370   4,077   2,579   41,512   19,337   4,025     23,362  
  Interest   20,060   23,729   2,920   (337 ) 46,372   15,283   11,037   2,973   5,028   34,321   13,216   2,525   (378 ) 15,363  
  Depreciation and amortization   11,787   10,321   1,349   1,015   24,472   10,726   5,336   1,371   2,282   19,715   8,692   1,439   748   10,879  

 
  Total operating costs   57,828   53,031   9,177   15,100   135,136   51,495   25,743   8,421   21,989   107,648   41,245   7,989   9,986   59,220  

 
Gain (loss) on sale of assets   208     1,358   (1,140 ) 426   3     176   (372 ) (193 ) 15   30   (188 ) (143 )
Extraordinary loss on early extinguishment of debt     (191 )     (191 )                  
Cumulative effect of change in accounting principle   (527 ) (202 ) (49 ) (9 ) (787 )                  

 
  Net income (loss)   $ 12,582   $ 16,018   $ 4,505   $ (2,783 ) $ 30,322   $ 17,695   $ 7,850   $ 3,783   $ (3,383 ) $ 25,945   $ 14,523   $ 3,395   $ (3,438 ) $ 14,480  

 

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4. Property:

Property is summarized as follows:

 
  December 31,

 
 
  2000

  1999

 

 
Land   $ 397,947   $ 399,172  
Building improvements   1,716,860   1,603,348  
Tenant improvements   56,723   49,654  
Equipment & furnishings   12,259   11,272  
Construction in progress   44,679   111,089  

 
    2,228,468   2,174,535  
Less, accumulated depreciation   (294,884 ) (243,120 )

 
    $ 1,933,584   $ 1,931,415  

 

Depreciation expense for the years ended December 31, 2000, 1999 and 1998 was $51,764, $52,592 and $46,030, respectively.

A gain on sale of assets of $95,981 for the year ended December 31, 1999 is a result of the Company selling approximately 49% of the membership interests of Stonewood and Lakewood to Ontario Teachers' on October 26, 1999 and the Company's sale of Huntington Center on November 16, 1999.

5. Deferred Charges and Other Assets:

Deferred charges and other assets are summarized as follows:

 
  December 31,

 
 
  2000

  1999

 

 
Leasing   $ 40,783   $ 32,934  
Financing   20,779   20,773  

 
    61,562   53,707  
Less, accumulated amortization   (28,761 ) (22,131 )

 
    32,801   31,576  
Other assets   22,522   23,489  

 
    $ 55,323   $ 55,065  

 

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6. Mortgage Notes Payable:

Mortgage notes payable at December 31, 2000 and December 31, 1999 consist of the following:

 
  Carrying Amount of Notes

   
   
   
 
  2000

  1999

   
   
   
Property Pledged As Collateral

  Other

  Related Party

  Other

  Related Party

  Interest Rate

  Payment Terms

  Maturity Date


Wholly-Owned Centers:                            
Capitola Mall     $ 36,587     $ 36,983   9.25 % 316 (a) 2001
Carmel Plaza   $ 28,626     $ 28,869     8.18 % 202 (a) 2009
Chesterfield Towne Center   63,587     64,358     9.07 % 548 (b) 2024
Citadel   72,091     73,377     7.20 % 554 (a) 2008
Corte Madera, Village at   71,313     71,949     7.75 % 516 (a) 2009
Crossroads Mall-Boulder(c)     34,476     34,893   7.08 % 244 (a) 2010
Fresno Fashion Fair   69,000     69,000     6.52 % interest only   2008
Greeley Mall   15,328     16,228     8.50 % 187 (a) 2003
Green Tree Mall/Crossroads– OK/Salisbury(d)   117,714     117,714     7.23 % interest only   2004
Holiday Village     17,000     17,000   6.75 % interest only   2001
Northgate Mall     25,000     25,000   6.75 % interest only   2001
Northwest Arkansas Mall   61,011     62,080     7.33 % 434 (a) 2009
Parklane Mall     20,000     20,000   6.75 % interest only   2001
Queens Center   99,300     100,000     6.88 % 633 (a) 2009
Rimrock Mall   29,845     30,445     7.70 % 244 (a) 2003
Santa Monica Place(e)   84,939     80,000     7.70 % 606 (a) 2010
South Plains Mall   64,077     64,623     8.22 % 454 (a) 2009
South Towne Center   64,000     64,000     6.61 % interest only   2008
Valley View Center   51,000     51,000     7.89 % interest only   2006
Villa Marina Marketplace   58,000     58,000     7.23 % interest only   2006
Vintage Faire Mall(f)   69,853     53,537     7.89 % 508 (a) 2010
Westside Pavilion   100,000     100,000     6.67 % interest only   2008

  Total–Wholly Owned Centers   $ 1,119,684   $ 133,063   $ 1,105,180   $ 133,876            

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Joint Venture Centers (at pro rata share):                            
Broadway Plaza (50%)(g)     $ 36,032     $ 36,690   6.68 % 257 (a) 2008
Pacific Premier Retail Trust (51%)(g):                            
  Cascade Mall   $ 13,261     $ 13,837     6.50 % 122 (a) 2014
  Kitsap Mall/ Kitsap Place (h)   31,110     20,452     8.06 % 230 (a) 2010
  Lakewood Mall (i)   64,770     64,770     7.20 % interest only   2005
  Lakewood Mall (j)   8,224         9.00 % interest only   2002
  Los Cerritos Center   60,174     60,909     7.13 % 421 (a) 2006
  North Point Plaza   1,821     1,889     6.50 % 16 (a) 2015
  Redmond Town Center–Retail   32,176     32,743     6.50 % 224 (a) 2011
  Redmond Town Center–Office (k)     45,500     42,248   6.77 % 370 (a) 2009
  Stonewood Mall (l)   39,653     38,250     7.41 % 275 (a) 2010
  Washington Square   59,441     60,471     6.70 % 421 (a) 2009
  Washington Square Too   6,318     6,533     6.50 % 53 (a) 2016
SDG Macerich Properties L.P. (50%) (g)(m)   186,607     159,282     6.54 % 1,120 (a) 2006
SDG Macerich Properties L.P. (50%) (g)(m)   92,250     92,500     7.21 % interest only   2003
SDG Macerich Properties L.P. (50%) (g)(m)   40,700         7.08 % interest only   2006
West Acres Center (19%) (g)(n)   7,600     7,600     6.52 % interest only   2009

    Total–Joint Venture Centers   $ 644,105   $ 81,532   $ 559,236   $ 78,938            

    Total–All Centers   $ 1,763,789   $ 214,595   $ 1,664,416   $ 212,814            

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

(b)
This amount represents the monthly payment of principal and interest. In addition, contingent interest, as defined in the loan agreement, may be due to the extent that 35% of the amount by which the property's gross receipts (as defined in the loan agreement) exceeds a base amount specified therein. Contingent interest expense recognized by the Company was $417, $385 and $387 for the years ended December 31, 2000, 1999 and 1998, respectively.

(c)
This note was issued at a discount. The discount is being amortized over the life of the loan using the effective interest method. At December 31, 2000 and December 31, 1999, the unamortized discount was $331 and $364, respectively.

(d)
This loan is cross collateralized by Green Tree Mall, Crossroads Mall-Oklahoma and the Centre at Salisbury.

(e)
On October 2, 2000, the Company refinanced this loan with a 10 year fixed rate $85,000 loan bearing interest at 7.70%. The prior loan bore interest at LIBOR plus 1.75%.

(f)
On August 31, 2000, the Company refinanced the debt on Vintage Faire. The prior loan was paid in full and a new note was issued for $70,000 bearing interest at a fixed rate of 7.89% and maturing September 1, 2010. The Company incurred a loss on early extinguishment of the prior debt in 2000 of $984.

(g)
Reflects the Company's pro rata share of debt.

60


(h)
In connection with the acquisition of this Center, the joint venture assumed $39,425 of debt. At acquisition, this debt was recorded at its fair value of $41,475 which included an unamortized premium of $2,050. This premium was being amortized as interest expense over the life of the loan using the effective interest method. The joint venture's monthly debt service was $349 and was calculated based on an 8.60% interest rate. At December 31, 1999, the joint venture's unamortized premium was $1,365. On June 1, 2000, the joint venture paid off in full the old debt and a new note was issued for $61,000 bearing interest at a fixed rate of 8.06% and maturing June 2010. The new loan is interest only until December 31, 2001. Effective January 1, 2002, monthly principal and interest of $450 will be payable through maturity. The new debt is cross-collateralized by Kitsap Mall and Kitsap Place.

(i)
In connection with the acquisition of this property, the joint venture assumed $127,000 of collateralized fixed rate notes (the "Notes"). The Notes bear interest at an average fixed rate of 7.20% and mature in August 2005. The Notes require the joint venture to deposit all cash flow from the property operations with a trustee to meet its obligations under the Notes. Cash in excess of the required amount, as defined, is released. Included in cash and cash equivalents is $750 of restricted cash deposited with the trustee at December 31, 2000 and at December 31, 1999.

(j)
On July 28, 2000, the joint venture placed a $16,125 floating rate note on the property bearing interest at LIBOR plus 2.25% and maturing July 2002. At December 31, 2000, the total interest rate was 9.0%.

(k)
Concurrent with the acquisition, the joint venture placed $76,700 of debt and obtained a construction loan for an additional $16,000. Principal is drawn on the construction loan as costs are incurred. As of December 31, 2000 and December 31, 1999, $15,038 and $6,745 of principal has been drawn under the construction loan, respectively.

(l)
On December 1, 2000, the joint venture refinanced the debt on Stonewood. The prior loan was paid in full and a new note was issued for $77,750 bearing interest at a fixed rate of 7.41% and maturing December 11, 2010. The joint venture incurred a loss on early extinguishment of the prior debt in 2000 of $375.

(m)
In connection with the acquisition of these Centers, the joint venture assumed $485,000 of mortgage notes payable which are secured by the properties. At acquisition, the $300,000 fixed rate portion of this debt reflected a fair value of $322,700, which included an unamortized premium of $22,700. This premium is being amortized as interest expense over the life of the loan using the effective interest method. At December 31, 2000 and December 31, 1999, the unamortized balance of the debt premium was $16,113 and $18,565, respectively. This debt is due in May 2006 and requires monthly payments of $1,852. $184,500 of this debt is due in May 2003 and requires monthly interest payments at a variable weighted average rate (based on LIBOR) of 7.21% and 6.96% at December 31, 2000 and December 31, 1999, respectively. This variable rate debt is covered by an interest rate cap agreement which effectively prevents the interest rate from exceeding 11.53%. On April 12, 2000, the joint venture issued $138,500 of additional mortgage notes which are secured by the properties and are due in May 2006. $57,100 of this debt requires fixed monthly interest payments of $387 at a weighted average rate of 8.13% while the floating rate notes of $81,400 require monthly interest payments at a variable weighted average rate (based on LIBOR) of 7.08%. This variable rate debt is covered by an interest rate cap agreement which effectively prevents the interest rate from exceeding 11.83%.

61


(n)
On January 4, 1999, the joint venture replaced the prior debt with a new loan of $40,000. The loan has an interest rate of 6.52% and matures January 2009. The debt is interest only until January 2001 at which time monthly payments of principal and interest will be due in the amount of $299.

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

Total interest expense capitalized, including the prorata share of joint ventures, during 2000, 1999 and 1998 was $8,619, $7,243 and $3,603, respectively.

The fair value of mortgage notes payable for wholly-owned Centers at December 31, 2000 and December 31, 1999 is estimated to be approximately $1,282,163 and $1,179,469, respectively, based on current interest rates for comparable loans.

The above debt matures as follows:

Years Ending
December 31,

  Wholly-Owned Centers

  Joint Venture Centers
(at pro rata share)

  Total


2001   $ 108,607   $ 6,812   $ 115,419
2002   11,858   15,762   27,620
2003   52,630   100,660   153,290
2004   129,297   8,977   138,274
2005   12,554   74,468   87,022
2006 and beyond   937,801   518,958   1,456,759

    $ 1,252,747   $ 725,637   $ 1,978,384

The Company is currently in negotiations to refinance $98.6 million of the debt maturing in 2001. The remaining debt maturing in 2001 reflects the amortization of principal on existing debt.

7. Bank and Other Notes Payable:

The Company has a credit facility of $150,000 with a maturity of May 2002, bearing interest at LIBOR plus 1.15% at December 31, 2000. The line of credit was extended in March 2001 with the new interest rate on such credit facility fluctuating between 1.35% and 1.80% over LIBOR. As of December 31, 2000 and December 31, 1999, $59,000 and $57,400 of borrowings were outstanding under this line of credit at interest rates of 7.90% and 7.65%, respectively.

Additionally, as of December 31, 2000, the Company issued $10,776 in letters of credit guaranteeing performance by the Company of certain obligations. The Company does not believe that these letters of credit will result in a liability to the Company.

62


During January 1999, the Company entered into a bank construction loan agreement to fund $89,200 of costs related to the redevelopment of Pacific View. The loan bore interest at LIBOR plus 2.25% through 2000. In January 2001, the interest rate was reduced to LIBOR plus 1.75% and the loan matures in February 2002. Principal was drawn as construction costs were incurred. As of December 31, 2000 and 1999, $88,340 and $72,671, respectively, of principal has been drawn under the loan.

In addition, the Company had a note payable of $30,600 due in February 2000 payable to the seller of the PPRT portfolio. The note bore interest at 6.5%. The entire $30,600 loan was paid off on February 18, 2000.

8. Convertible Debentures:

During 1997, the Company issued and sold $161,400 of convertible subordinated debentures (the "Debentures") due 2002. The Debentures, which were sold at par, bear interest at 7.25% annually (payable semi-annually) and are convertible into common stock at any time, on or after 60 days, from the date of issue at a conversion price of $31.125 per share. In November and December 2000, the Company purchased and retired $10,552 of the Debentures. The Company recorded a gain on early extinguishment of debt of $1,018 related to the transaction. The Debentures mature on December 15, 2002 and are callable by the Company after June 15, 2002 at par plus accrued interest.

9. Related-Party Transactions:

The Company engaged the Management Companies to manage the operations of its properties and certain unconsolidated joint ventures. During 2000, 1999 and 1998, management fees of $3,094, $3,247 and $2,817, respectively, were paid to the Management Companies by the Company. During 2000, 1999 and 1998, management fees of $7,322, $4,982, and $2,375, respectively, were paid to the Management Companies by the joint ventures.

Certain mortgage notes are held by one of the Company's joint venture partners. Interest expense in connection with these notes was $10,187, $10,171 and $10,224 for the years ended December 31, 2000, 1999 and 1998, respectively. Included in accounts payables and accrued expense is interest payable to these partners of $612 and $513 at December 31, 2000 and 1999, respectively.

In 1997 and 1999, certain executive officers received loans from the Company totaling $6,500. These loans are full recourse to the executives. $6,000 of the loans were issued under the terms of the employee stock incentive plan, bear interest at 7%, are due in 2007 and 2009 and are secured by Company common stock owned by the executives. On February 9, 2000, $300 of the $6,000 of loans was forgiven with respect to three of these officers and charged to compensation expense. The $500 loan issued in 1997 is non interest bearing and is forgiven ratably over a five year term. These loans receivable are included in other assets at December 31, 2000 and 1999.

63


Certain Company officers and affiliates have guaranteed mortgages of $21,750 at one of the Company's joint venture properties and $2,000 at Greeley Mall.

10. Future Rental Revenues:

Under existing noncancellable operating lease agreements, tenants are committed to pay the following minimum rental payments to the Company:

Years Ending December 31,

   

2001   $ 170,187
2002   162,050
2003   148,303
2004   133,805
2005   115,448
2006 and beyond   401,437

    $ 1,131,230

11. Commitments and Contingencies:

The Company has certain properties subject to noncancellable operating ground leases. The leases expire at various times through 2070, subject in some cases to options to extend the terms of the lease. Certain leases provide for contingent rent payments based on a percentage of base rental income, as defined. Ground rent expenses, net of amounts capitalized, were $345, $890 and $1,125 for the years ended December 31, 2000, 1999 and 1998, respectively. No contingent rent was incurred for the years ended December 31, 2000, 1999 or 1998.

Minimum future rental payments required under the leases are as follows:

Years Ending December 31,

   

2001   $ 1,250
2002   2,014
2003   2,014
2004   2,019
2005   2,019
2006 and beyond   115,376

    $ 124,692

Perchloroethylene ("PCE") has been detected in soil and groundwater in the vicinity of a dry cleaning establishment at North Valley Plaza, formerly owned by a joint venture of which the Company was a 50% member. The property was sold on December 18, 1997. The California Department of Toxic

64


Substances Control ("DTSC") advised the Company in 1995 that very low levels of Dichloroethylene ("1,2 DCE"), a degradation byproduct of PCE, had been detected in a municipal water well located 1/4 mile west of the dry cleaners, and that the dry cleaning facility may have contributed to the introduction of 1,2 DCE into the water well. According to DTSC, the maximum contaminant level ("MCL") for 1,2 DCE which is permitted in drinking water is 6 parts per billion ("ppb"). The 1,2 DCE was detected in the water well at a concentration of 1.2 ppb, which is below the MCL. The Company has retained an environmental consultant and has initiated extensive testing of the site. The joint venture agreed (between itself and the buyer) that it would be responsible for continuing to pursue the investigation and remediation of impacted soil and groundwater resulting from releases of PCE from the former dry cleaner. A total of $187, $149 and $153 have already been incurred by the joint venture for remediation and professional and legal fees for the years ending December 31, 2000, 1999 and 1998, respectively. An additional $71 remains reserved by the joint venture as of December 31, 2000. The joint venture has been sharing costs on a 50/50 basis with a former owner of the property and intends to look to additional responsible parties for recovery.

The Company acquired Fresno Fashion Fair in December 1996. Asbestos has been detected in structural fireproofing throughout much of the Center. Testing data conducted by professional environmental consulting firms indicates that the fireproofing is largely inaccessible to building occupants and is well adhered to the structural members. Additionally, airborne concentrations of asbestos were well within OSHA's permissible exposure limit (PEL) of .1 fcc. The accounting for this acquisition includes a reserve of $3,300 to cover future removal of this asbestos, as necessary. The Company incurred $26, $91 and $255 in remediation costs for the years ending December 31, 2000, 1999 and 1998, respectively.

12. Profit Sharing Plan:

The Management Companies and the Company have a retirement profit sharing plan that was established in 1984 covering substantially all of their eligible employees. The plan is qualified in accordance with section 401(a) of the Internal Revenue Code. Effective January 1, 1995, this plan was modified to include a 401(k) plan whereby employees can elect to defer compensation subject to Internal Revenue Service withholding rules. This plan was further amended effective February 1, 1999, to add the Macerich Company Common Stock Fund as a new investment alternative under the plan. A total of 150,000 shares of common stock were reserved for issuance under the plan. Contributions by the Management Companies are made at the discretion of the Board of Directors and are based upon a specified percentage of employee compensation. The Management Companies and the Company contributed $833, $615 and $509 to the plan during the years ended December 31, 2000, 1999 and 1998, respectively.

13. Stock Option Plan:

The Company has established an employee stock incentive plan under which stock options or restricted stock and/or other stock awards may be awarded for the purpose of attracting and retaining executive

65


officers, directors and key employees. The Company has issued options to employees and directors to purchase shares of the Company under the stock incentive plan. The term of these options is ten years from the grant date. These options generally vest 331/3% per year over three years and were issued and are exercisable at the market value of the common stock at the grant date.

In addition, the Company has established a plan for non employee directors. The non employee director options have a term of ten years from the grant date, vest six months after grant and are issued at the market value of the common stock on the grant date. The plan reserved 50,000 shares of which 47,500 shares were granted as of December 31, 2000.

The Company issued 559,448 shares of restricted stock under the employees stock incentive plan to executives. These awards are granted based on certain performance criteria for the Company. The restricted stock generally vests over 3 to 5 years and the compensation expense related to these grants is determined by the market value at the vesting date and is amortized over the vesting period on a straight line basis. As of December 31, 2000 and 1999, 169,559 and 85,962 shares, respectively, of restricted stock had vested. A total of 169,556 shares at a weighted average price of $20.125 were issued in 2000, 176,600 shares at a weighted average price of $22.69 were issued in 1999, 83,018 shares at a weighted average price of $28.71 were issued during 1998 and 89,958 shares at a weighted average price of $27.46 were issued during 1997. Restricted stock is subject to restrictions determined by the Company's compensation committee. Restricted stock has the same dividend and voting rights as common stock and is considered issued when vested. Compensation expense for restricted stock was $2,220, $2,037 and $945 in 2000, 1999 and 1998, respectively.

Approximately 31,000 and 319,000 additional shares were reserved and were available for issuance under the stock incentive plan at December 31, 2000 and 1999, respectively. The plan allows for, among other things, granting options or restricted stock at market value.

66


The Company has established an additional employee stock incentive plan in November of 2000 which provides for the granting of stock options, restricted stock and other stock awards for the purpose of attracting and retaining executive officers, directors and key employees. No stock awards have been granted under this new plan as of December 31, 2000.

 
   
   
   
   
   
  Weighted
Average
Exercise Price
On Exercisable
Options
At Year End

 
  Employee Plan

  Director Plan

  # of Options
Exercisable
At Year End

 
  Shares

  Option Price
Per Share

  Shares

  Option Price
Per Share


Shares outstanding at December 31, 1997   1,619,891   $ 19.00-$ 26.88   32,500   $ 19.00-$ 28.50   1,230,227   $ 20.58

  Granted   432,500   $ 27.25-$ 27.380   5,000   $ 25.625        
  Exercised   (66,080 ) $ 19.00   (7,000 ) $ 19.00-$ 21.375        

Shares outstanding at December 31, 1998   1,986,311   $ 19.00-$ 27.38   30,500   $ 19.00-$ 28.50   1,330,654   $ 19.38

  Granted   520,000   $ 23.375   5,000   $ 20.688        
  Exercised   (88,250 ) $ 19.00              
  Forfeited   (18,500 )              

Shares outstanding at December 31, 1999   2,399,561   $ 19.00-$ 27.38   35,500   $ 19.00-$ 28.50   1,536,473   $ 21.72

  Granted   60,000   $ 19.813-$ 20.313   5,000   $ 19.813        
  Exercised   (15,000 ) $ 19.00              

Shares outstanding at December 31, 2000   2,444,561   $ 19.00-$ 27.38   40,500   $ 19.00-$ 28.50   1,934,680   $ 21.91

The weighted average exercise price for options granted in 1997 was $27.06, in 1998 was $27.38, in 1999 was $23.35 and in 2000 was $20.12.

The weighted average remaining contractual life for options outstanding at December 31, 2000 was 5 years and the weighted average remaining contractual life for options exercisable at December 31, 2000 was 5 years.

The Company records options granted using Accounting Principles Board (APB) opinion Number 25, "Accounting for Stock Issued to Employees and Related Interpretations." Accordingly, no compensation

67


expense is recognized on the date the options are granted. If the Company had recorded compensation expense using the methodology prescribed in SFAS 123, "Accounting for Stock-Based Compensation," the Company's net income would have been reduced by approximately $471 or $0.01 per share for the year ended December 31, 2000, $488 or $0.01 per share for the year ended December 31, 1999 and $228 or $0.00 per share for the year ended December 31, 1998.

The weighted average fair value of options granted during 2000, 1999 and 1998 were $1.27, $0.98 and $2.01, respectively. The fair value of each option grant issued in 2000, 1999 and 1998 is estimated at the date of grant using the Black-Scholes option-pricing model with the following weighted average assumptions: (a) dividend yield of 10.2% in 2000, 10% in 1999 and 7.8% in 1998, (b) expected volatility of the Company's stock of 20.35% in 2000, 17.29% in 1999 and 17.26% in 1998, (c) a risk free interest rate based on U.S. Zero Coupon Bonds with time of maturity approximately equal to the options' expected time to exercise and (d) expected option lives of five years for options granted in 2000, 1999 and 1998.

14. Deferred Compensation Plans:

The Company has established deferred compensation plans under which key executives of the Company may elect to defer receiving a portion of their cash compensation otherwise payable in one calendar year until a later year. The Company may, as determined by the Board of Directors at its sole discretion, credit a participant's account with an amount equal to a percentage of the participant's deferral. The Company contributed $387, $296 and $295 to the plans during the years ended December 31, 2000, 1999 and 1998, respectively.

In addition, certain executives have split dollar life insurance agreements with the Company whereby the Company generally pays annual premiums on a life insurance policy in an amount equal to the executives deferral under one of the Company's deferred compensation plans.

15. Stock Repurchase Program:

On November 10, 2000, the Company's Board of Directors approved a stock repurchase program of up to 3.4 million shares of common stock. As of December 31, 2000, the Company repurchased 564,000 shares of its common stock at an average price of $19.02 per share.

16. 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.

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On June 17, 1998, the Company issued 5,487,471 shares of Series B cumulative convertible redeemable preferred stock ("Series B Preferred Stock") for proceeds totaling $150,000 in a private placement. The preferred stock can be converted on a one for one basis into common stock and will pay a quarterly dividend equal to the greater of $0.46 per share, or the dividend then payable on a share of common stock.

No dividends will be declared or paid on any class of common or other junior stock to the extent that dividends on Series A Preferred Stock and Series B Preferred Stock have not been declared and/or paid.

The holders of Series A Preferred Stock and Series B Preferred Stock have redemption rights if a change of control of the Company occurs, as defined under the respective Articles Supplementary for each series. Under such circumstances, the holders of the Series A Preferred Stock and Series B Preferred Stock are entitled to require the Company to redeem their shares, to the extent the Company has funds legally available therefor, at a price equal to 105% of their respective 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.

Although the Company believes that the likelihood of redemption occurring is remote, it has revised its 1999 consolidated financial statements in accordance with the Securities and Exchange Commission's Accounting Series Release No. 268. As a result, the carrying value of the Series A Preferred Stock and Series B Preferred Stock as redeemable, which was previously presented as a component of common stockholders' equity, has now been presented outside of common stockholders' equity as of December 31, 1999.

The matter described above had no effect on the Company's net income, total assets or total liabilities.

The Company's previously reported redeemable preferred stock was at $0 at December 31, 1999. After reflecting adjustments of $98,934 and $148,402 to present the Series A Preferred Stock and Series B Preferred Stock as redeemable, the redeemable preferred stock, as revised, is $247,336 at December 31, 1999. The Company's previously reported Minority Interest in Operating Partnership was $157,599 at December 31, 1999. In connection with the Series A Preferred Stock and Series B Preferred Stock being presented outside of common stockholders' equity, Minority Interest in Operating Partnership, as revised, is $129,295 at December 31, 1999. The Company's previously reported common stockholders' equity was $620,286 at December 31, 1999. After reflecting adjustments of $98,934 and $148,402 to present the Series A Preferred Stock and Series B Preferred Stock as redeemable and the related adjustment to Minority Interest in Operating Partnership, the Company's common stockholders' equity, as revised, is $401,254 at December 31, 1999.

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17. Quarterly Financial Data (Unaudited):

The following is a summary of periodic results of operations for 2000 and 1999:

 
  2000 Quarter Ended

  1999 Quarter Ended

 
  Dec 31

  Sept 30

  June 30

  Mar 31

  Dec 31

  Sept 30

  June 30

  Mar 31


Revenues   $ 91,597   $ 76,937   $ 76,255   $ 75,303   $ 84,676   $ 83,244   $ 80,675   $ 78,849
Income before minority interest and extraordinary items   26,658   15,102   14,628   13,976   117,438   17,200   16,665   17,521
Income before extraordinary items   16,199   8,153   7,597   7,289   84,327   9,153   9,001   9,870
Net income–available to common stockholders   16,879   7,169   7,597   6,326   83,865   9,125   8,986   8,897
Income before extraordinary items and cumulative effect of change in accounting principle per share   $ 0.46   $ 0.24   $ 0.22   $ 0.22   $ 2.48   $ 0.27   $ 0.26   $ 0.29
Net income–available to common stockholders per share–basic   $ 0.46   $ 0.21   $ 0.22   $ 0.22   $ 2.47   $ 0.27   $ 0.26   $ 0.26

For all quarterly balance sheet dates, an amount of $247,366 and approximately $31,000, previously presented in common stockholders' equity is now presented as redeemable preferred stock and minority interest, respectively.

18. Segment Information:

During 1998, the Company adopted SFAS No. 131, "Disclosures about Segments of an Enterprise and Related Information." SFAS No. 131 established standards for disclosure about operating segments and related disclosures about products and services, geographic areas and major customers. The Company currently operates in one business segment, the acquisition, ownership, redevelopment, management and leasing of regional and community shopping centers. Additionally, the Company operates in one geographic area, the United States.

19. Subsequent Events:

On February 13, 2001 a dividend/distribution of $0.53 per share was declared for common stockholders and OP Unit holders of record on February 22, 2001. In addition, the Company declared a dividend of $0.53 on the Company's Series A Preferred Stock and a dividend of $0.53 on the Company's Series B Preferred Stock. All dividends/distributions will be payable on March 7, 2001.

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Report of Independent Accountants

To the Board of Trustees and Stockholders of Pacific Premier Retail Trust:

In our opinion, the accompanying consolidated financial statements listed in the index appearing under Item 14(a)(1) on page 39 present fairly, in all material respects, the financial position of Pacific Premier Retail Trust (the "Trust") at December 31, 2000 and 1999, and the results of its operations and its cash flows for the year ended December 31, 2000 and for the period from February 18, 1999 (Inception) to December 31, 1999 in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedule listed in the index appearing under Item 14(a)(4) on page 40 presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. These financial statements and financial statement schedule are the responsibility of the Trust's management; our responsibility is to express an opinion on these financial statements and financial statement schedule based on our audits. We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

As discussed in Note 2 to the consolidated financial statements, effective January 1, 2000, the Trust adopted Staff Accounting Bulletin 101.

PricewaterhouseCoopers LLP
February 13, 2001

71


PACIFIC PREMIER RETAIL TRUST
(A Maryland Real Estate Investment Trust)

CONSOLIDATED BALANCE SHEETS

(Dollars in thousands, except share data)

 
  December 31,

 
  2000

  1999


ASSETS:        
Property, net   $ 1,001,484   $ 984,743
Cash and cash equivalents   12,174   4,295
Tenant receivables, net   9,756   6,793
Deferred rent receivables   5,806   2,501
Deferred charges, less accumulated amortization of $851 and $161 at December 31, 2000 and 1999, respectively   3,745   1,116
Other assets   612   778

  Total assets   $ 1,033,577   $ 1,000,226

LIABILITIES AND STOCKHOLDERS' EQUITY:        
Mortgage notes payable:        
  Related parties   $ 89,215   $ 82,839
  Others   621,465   587,948

  Total   710,680   670,787
Accounts payable   2,524   3,086
Accrued interest payable   3,705   3,556
Accrued real estate taxes   1,486   912
Tenant security deposits   1,171   1,018
Other accrued liabilities   3,425   9,192
Due to related parties   1,802   1,479

  Total liabilities   724,793   690,030

Commitments (Note 8)        
Stockholders' equity:        
  Series A redeemable preferred stock, $.01 par value, 625 shares authorized, issued and outstanding at December 31, 2000 and 1999    
  Common stock, $.01 par value, 219,611 shares authorized issued and outstanding at December 31, 2000 and 1999   2   2
  Additional paid in capital   307,613   307,613
  Accumulated earnings   1,169   2,581

  Total stockholders' equity   308,784   310,196

      Total liabilities and stockholders' equity   $ 1,033,577   $ 1,000,226

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

72


PACIFIC PREMIER RETAIL TRUST
(A Maryland Real Estate Investment Trust)

CONSOLIDATED STATEMENTS OF OPERATIONS

For the Year Ended December 31, 2000 and
for the Period from February 18, 1999 (Inception)
through December 31, 1999

(Dollars in thousands)

 
  2000

  1999


Revenues:        
  Minimum rents   $ 94,496   $ 46,170
  Percentage rents   5,872   3,497
  Tenant recoveries   34,187   15,866
  Other income   1,605   336

Total revenues   136,160   65,869

Expenses:        
  Interest   46,527   21,642
  Depreciation and amortization   20,238   10,463
  Maintenance and repairs   9,051   4,627
  Real estate taxes   10,317   4,743
  Management fees   4,584   2,253
  General and administrative   2,280   1,132
  Ground rent   634   905
  Insurance   891   301
  Marketing   895   662
  Utilities   4,978   2,012
  Security   3,524   1,724

Total expenses   103,919   50,464

  Income before minority interest, extraordinary item and cumulative effect of change in accounting principle   32,241   15,405
Minority interest   63   14
Extraordinary loss on early extinguishment of debt   375  
Cumulative effect of change in accounting principle   397  

  Net income   $ 31,406   $ 15,391

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

73


PACIFIC PREMIER RETAIL TRUST
(A Maryland Real Estate Investment Trust)

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

For the Year Ended December 31, 2000 and
for the Period from February 18, 1999 (Inception)
through December 31, 1999

(Dollars in thousands, except share data)

 
  Common stock
(# of shares)

  Preferred stock
(# of shares)

  Common stock
Par value

  Additional Paid in capital

  Accumulated Earnings

  Total Stockholders' Equity

 

 
Common stock issued to Macerich PPR Corp.    111,691       $ 1   $ 115,527       $ 115,528  
Common stock issued to Ontario Teachers' Pension Plan Board   107,920       1   189,677       189,678  
Preferred stock issued       625       2,500       2,500  
Issuance costs               (91 )     (91 )
Distributions paid to Macerich PPR Corp.                   $ (6,524 ) (6,524 )
Distributions paid to Ontario Teachers' Pension Plan Board                   (6,268 ) (6,268 )
Other distributions paid                   (18 ) (18 )
Net income                   15,391   15,391  

 
Balance December 31, 1999   219,611   625   2   307,613   2,581   310,196  
Cash contributions by Macerich PPR Corp.                   8,679   8,679  
Cash contributions by Ontario Teachers' Pension Plan Board                   8,340   8,340  
Distributions paid to Macerich PPR Corp.                   (25,324 ) (25,324 )
Distributions paid to Ontario Teachers' Pension Plan Board                   (24,438 ) (24,438 )
Other distributions paid                   (75 ) (75 )
Net income                   31,406   31,406  

 
Balance December 31, 2000   219,611   625   $ 2   $ 307,613   $ 1,169   $ 308,784  

 

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

74


PACIFIC PREMIER RETAIL TRUST
(A Maryland Real Estate Investment Trust)

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Year Ended December 31, 2000 and
for the Period from February 18, 1999 (Inception)
through December 31, 1999

(Dollars in thousands)

 
  2000

  1999

 

 
Cash flows from operating activities:          
Net income   $ 31,406   $ 15,391  
Adjustment to reconcile net income to net cash provided by operating activities:          
  Depreciation and amortization   20,238   10,463  
  Extraordinary loss on early extinguishment of debt   375    
  Cumulative effect of change in accounting principle   397    
Changes in assets and liabilities:          
  Tenant receivables, net   (3,360 ) (3,438 )
  Deferred rent receivables   (3,305 ) (2,501 )
  Other assets   166   27  
  Accounts payable   (562 ) 2,870  
  Accrued interest payable   149   2,285  
  Accrued real estate taxes   574   (1,228 )
  Tenant security deposits   153   315  
  Other accrued liabilities   (5,767 ) 5,449  
  Due to related parties   323   4,108  

 
    Total adjustments   9,381   18,350  

 
    Net cash flows provided by operating activities   40,787   33,741  

 
Cash flows from investing activities:          
  Acquisition of property and improvements   (36,284 ) (389,536 )
  Deferred leasing costs   (2,372 ) (704 )

 
    Net cash flows used in investing activities   (38,656 ) (390,240 )

 
Cash flows from financing activities:          
  Proceeds from notes payable   163,188   203,444  
  Payments on notes payable   (123,670 ) (4,942 )
  Net proceeds from preferred stock offering     409  
  Contributions   17,019   175,266  
  Distribution   (49,762 ) (12,792 )
  Preferred dividends paid   (75 ) (18 )
  Deferred finance costs   (952 ) (573 )

 
      Net cash flows provided by financing activities   5,748   360,794  

 
      Net increase in cash   7,879   4,295  
Cash, beginning of period   4,295    

 
Cash, end of year   $ 12,174   $ 4,295  

 
Supplemental cash flow information:          
  Cash payments for interest, net of amounts capitalized   $ 46,378   $ 18,087  

 
Non-cash transactions:          
  Non-cash contribution of assets, net of assumed debt     $ 131,100  

 
Non-cash assumption of debt     $ 150,625  

 

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

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1. Organization and Basis of Presentation:

On February 18, 1999, Macerich PPR Corp. (the "Corp"), an indirect wholly owned subsidiary of The Macerich Company (the "Company"), and Ontario Teachers' Pension Plan Board ("Ontario Teachers"') acquired a portfolio of properties in the first of a two-phase acquisition and formed the Pacific Premier Retail Trust (the "Trust").

The first phase of the acquisition consisted of three regional malls, the retail component of a mixed-use development and five contiguous properties comprising approximately 3.4 million square feet for a total purchase price of approximately $415,000. The purchase price was funded with a $120,000 loan placed concurrently with the closing, $109,800 of debt from an affiliate of the seller and $39,400 of assumed debt. The balance of the purchase price was paid in cash.

The second phase consisted of the acquisition of the office component of the mixed-use development for a purchase price of approximately $111,000. The purchase price was funded with a $76,700 loan placed concurrently with the closing and the balance was paid in cash.

On October 26, 1999, 99% of the membership interests of Los Cerritos Center and Stonewood Mall and 100% of the membership interests of Lakewood Mall were contributed to the Trust. The total value of the transaction was approximately $535,000. The properties were contributed to the Trust subject to existing debt of $322,000. The properties were recorded at approximately $453,100 to reflect the cost basis of the assets contributed to the Trust.

The Trust was organized to qualify as a real estate investment trust ("REIT") under the Internal Revenue Code of 1986, as amended. The Corp maintains a 51% ownership interest in the Trust, while Ontario Teachers' maintains a 49% ownership interest in the Trust.

The properties as of December 31, 2000 and their locations are as follows:


Cascade Mall   Burlington, Washington
Creekside Crossing Mall   Redmond, Washington
Cross Court Plaza   Burlington, Washington
Kitsap Mall   Silverdale, Washington
Kitsap Place Mall   Silverdale, Washington
Lakewood Mall   Lakewood, California
Los Cerritos Center   Cerritos, California
Northpoint Plaza   Silverdale, Washington
Redmond Towne Center   Redmond, Washington
Redmond Office   Redmond, Washington
Stonewood Mall   Downey, California
Washington Square Mall   Tigard, Oregon
Washington Square Too   Tigard, Oregon

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2. Summary of Significant Accounting Policies:

Cash and Cash Equivalents:
The Trust considers all highly liquid investments with an original maturity of 90 days or less when purchased to be cash equivalents, for which cost approximates fair value. Included in cash is restricted cash of $2,009 and $1,299 at December 31, 2000 and 1999, respectively.

Tenant Receivables:
Included in tenant receivables are accrued overage rents of $2,630 and $2,835 and an allowance for doubtful accounts of $258 and $171 at December 31, 2000 and 1999, respectively.

Revenues:
Minimum rental revenues are recognized on a straight-line basis over the terms of the related lease. The difference between the amount of rent due in a year and the amount recorded as rental income is referred to as the "straight lining of rent adjustment." Rental income was increased by $3,306 and $2,501 in 2000 and 1999, respectively, due to the straight lining of rents. Percentage rents are recognized on an accrual basis. Recoveries from tenants for real estate taxes, insurance and other shopping center operating expenses are recognized as revenues in the period the applicable costs are incurred.

Property:
Costs related to the redevelopment, construction and improvement of properties are capitalized. Interest costs are capitalized until construction is substantially complete.

Expenditures for maintenance and repairs are charged to operations as incurred. Realized gains and losses are recognized upon disposal or retirement of the related assets and are reflected in earnings.

Property is recorded at cost and is depreciated using a straight-line method over the estimated lives of the assets as follows:


Building and improvements   5-39 years
Tenant improvements   initial term of related lease
Equipment and furnishings   5 years

The Trust assesses whether there has been an impairment in the value of its long-lived assets by considering factors such as expected future operating income, trends and prospects, as well as the effects of demand, competition and other economic factors. Such factors include the tenants' ability to perform their duties and pay rent under the terms of the leases. The Trust may recognize an impairment loss if the income stream is not sufficient to cover its investments. Such a loss would be

77


determined as the difference between the carrying value and the fair value of a property. Management believes no such impairment has occurred in its net property carrying values at December 31, 2000 and 1999.

Deferred Charges:
Costs relating to financing of properties and obtaining tenant leases are deferred and amortized over the initial term of the agreement. The straight-line method is used to amortize all costs except financing, for which the effective interest method is used. The range of the terms of the agreements are as follows:


Deferred lease costs   1-9 years
Deferred financing costs   1-12 years

Income taxes:
The Trust has elected to be taxed as a REIT under the Internal Revenue Code of 1986, as amended. A REIT is generally not subject to income taxation on that portion of its income that qualifies as REIT taxable income as long as it distributes at least 95% of its taxable income to its stockholders and complies with other requirements. Accordingly, no provision has been made for income taxes in the financial statements.

Accounting Pronouncements:
In December 1999, the Securities and Exchange Committee issued Staff Accounting Bulletin 101, "Revenue Recognition in Financial Statements" ("SAB 101"), which became effective for periods beginning after December 15, 1999. This bulletin modified the timing of revenue recognition for percentage rent received from tenants. This change will defer recognition of a significant amount of percentage rent for the first three calendar quarters into the fourth quarter. The Trust applied this change in accounting principle as of January 1, 2000. The cumulative effect of this change in accounting principle at the adoption date of January 1, 2000, was approximately $397. If the Trust had recorded percentage rent using the methodology prescribed in SAB 101, the Trust's net income would have been reduced by $397 for the period ended December 31, 1999.

In June 1998, FASB issued Statement of Financial Accounting Standard ("SFAS") 133, "Accounting for Derivative Instruments and Hedging Activities," ("SFAS 133") which requires companies to record derivatives on the balance sheet, measured at fair value. Changes in the fair values of those derivatives will be accounted for depending on the use of the derivative and whether it qualifies for hedge accounting. The key criterion for hedge accounting is that the hedging relationship must be highly effective in achieving offsetting changes in fair value or cash flows. In June 1999, the FASB issued SFAS 137, "Accounting for Derivative Instruments and Hedging Activities," which delays the implementation of SFAS 133 from January 1, 2000 to January 1, 2001. In June 2000, the FASB issued SFAS No. 138, "Accounting for Certain Derivative Instruments and Certain Hedging Activities—an

78


Amendment of FASB Statement No. 133," ("SFAS 138") which amends the accounting and reporting standards of SFAS 133. The Trust has determined the implementation of SFAS 133 and SFAS 138 will not have an impact on its consolidated financial statements.

Fair Value of Financial Instruments:
To meet the reporting requirements of SFAS No. 107, "Disclosures about Fair Value of Financial Instruments," the Trust calculates the fair value of financial instruments and includes this additional information in the notes to the 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 Trust 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 Trust 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.

Concentration of Risk:
The Trust maintains its cash accounts in a number of commercial banks. Accounts at these banks are guaranteed by the Federal Deposit Insurance Corporation ("FDIC") up to $100. At various times during the year, the Trust had deposits in excess of the FDIC insurance limit.

AT&T Wireless Services represented 12.8% and 9.5% of total minimum rents in place as of December 31, 2000 and 1999, respectively; and no other tenant represented more than 3.8% and 2.7% of total minimum rents as of December 31, 2000 and 1999.

Management Estimates:
The preparation of financial statements in conformity with generally accepted accounting principles ("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.

79


3. Property:

Property is summarized as follows:

 
  December 31,

 
 
  2000

  1999

 

 
Land   $ 237,754   $ 239,194  
Building and improvements   783,170   735,258  
Tenant improvements   2,348   89  
Equipment and furnishings   1,417   148  
Construction in progress   6,640   20,356  

 
    1,031,329   995,045  
Less, accumulated depreciation   (29,845 ) (10,302 )

 
    $ 1,001,484   $ 984,743  

 

80


4. Mortgage Notes Payable:

Mortgage notes payable at December 31, 2000 and 1999 consist of the following:

 
  Carrying Amount of Notes

   
   
   
 
  2000

  1999

   
   
   
Property Pledged As Collateral

  Other

  Related
Party

  Other

  Related
Party

  Interest
Rate

  Payment
Terms

  Maturity
Date


Cascade Mall   $ 26,002     $ 27,130     6.50 % 239 (a) 2014
Kitsap Mall/Kitsap Place(b)   61,000     40,101     8.06 % 450 (a) 2010
Lakewood Mall(c)   127,000     127,000     7.20 % interest only   2005
Lakewood Mall(d)   16,125         9.00 % interest only   2002
Los Cerritos Center   117,988     119,430     7.13 % 826 (a) 2006
North Point Plaza   3,571     3,705     6.50 % 31 (a) 2015
Redmond Town Center–Retail   63,090     64,202     6.50 % 439 (a) 2011
Redmond Town Center–Office(e)     $ 89,215     $ 82,839   6.77 % 726 (a) 2009
Stonewood Mall(f)   77,750     75,000     7.41 % 539 (a) 2010
Washington Square   116,551     118,571     6.70 % 825 (a) 2009
Washington Square Too   12,388     12,809     6.50 % 104 (a) 2016

Total   $ 621,465   $ 89,215   $ 587,948   $ 82,839            

(a)
This represents the monthly payment of principal and interest.
(b)
In connection with the acquisition of this property, the Trust assumed $39,425 of debt. At acquisition, this debt was recorded at fair value of $41,475 which included an unamortized premium of $2,050. This premium was being amortized as interest expense over the life of the loan using the effective interest method. The Trust's monthly debt service was $349 and was calculated based on an 8.60% interest rate. At December 31, 1999, the Trust's unamortized premium was $1,365. On June 1, 2000, the Trust paid off in full the old debt and a new note was issued for $61,000 bearing interest at a fixed rate of 8.06% and maturing June 2010. The new loan is interest only until December 31, 2001. Effective January 1, 2002, monthly principal and interest of $450 will be payable through maturity. The new debt is cross-collateralized by Kitsap Mall and Kitsap Place.
(c)
In connection with the acquisition of this property, the Trust assumed $127,000 of collateralized fixed rate notes (the "Notes"). The Notes bear interest at an average fixed rate of 7.20% and mature in August 2005. The Notes require the Trust to deposit all cash flow from the property operations with a trustee to meet its obligations under the Notes. Cash in excess of the required amount, as defined, is released. Included in cash and cash equivalents is $750 of restricted cash deposited with the trustee at December 31, 2000 and 1999.
(d)
On July 28, 2000, the Trust placed a $16,125 floating rate note on the property bearing interest at LIBOR plus 2.25% and maturing July 2002. At December 31, 2000, the total interest rate was 9.0%.
(e)
Concurrent with the acquisition of the property, the Trust placed $76,700 of debt and obtained a construction loan for an additional $16,000. Principal is drawn on the construction loan as costs are incurred. As of December 31, 2000 and 1999, $15,038 and $6,745 of principal has been drawn under the construction loan, respectively.
(f)
On December  1, 2000, the Trust refinanced the debt on this property. The old loan was paid in full and a new note was issued for $77,750 bearing interest at a fixed rate of 7.41% and maturing December 11, 2010. The Trust incurred a loss on early extinguishment of the old debt in 2000 of $375.

81


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

Total interest costs capitalized for the years ended December 31, 2000 and 1999 was $1,905 and $290, respectively.

The fair value of mortgage notes payable at December 31, 2000 and 1999 is estimated to be approximately $714,084 and $621,393, respectively, based on interest rates for comparable loans.

The above debt matures as follows:

Years Ending December 31,

   

2001   $ 9,389
2002   26,681
2003   11,986
2004   12,806
2005   140,905
2006 and beyond   508,913

    $ 710,680

5. Related Party Transactions:

The Trust engages the Macerich Management Company (the "Management Company"), an affiliate of the Company, to manage the operations of the Trust. The Management Company provides property management, leasing, corporate, redevelopment and acquisitions services to the properties of the Trust. In consideration of these services, the Management Company receives monthly management fees ranging from 1.0% to 4.0% of the gross monthly rental revenue of the properties managed. During the year ended 2000 and the period ended 1999, the Trust incurred management fees of $4,584 and $2,253, respectively, to the Management Company.

A mortgage note collateralized by the office component of Redmond Town Center is held by one of the Company's joint venture partners. In connection with this note, interest expense was $4,953 and $2,192 during the year ended December 31, 2000 and the period ended 1999, respectively. Additionally, $386 and $248 of interest costs were capitalized during the year ended December 31, 2000 and the period ended 1999, respectively, in relation to this note.

82


6. Future Rental Revenues:

The property leases generally provide for fixed annual minimum rent, overage rent based on sales, and reimbursement for certain operating expenses, including real estate taxes. For leases in effect at December 31, 2000, fixed minimum rents to be received in each of the next five years and thereafter are summarized as follows:


2001   $ 88,792
2002   86,274
2003   80,406
2004   74,884
2005   68,056
Thereafter   328,607

    $ 727,019

7. Redeemable Preferred Stock:

On October 6, 1999, the Trust issued 125 shares of Series A Redeemable Preferred Shares of Beneficial Interest ("Preferred Stock") for proceeds totaling $500 in a private placement. On October 26, 1999, the Trust issued 254 and 246 shares of Preferred Stock to the Corp and Ontario Teachers', respectively. The Preferred Stock can be redeemed by the Trust at any time with 15 days notice for $4,000 per share plus accumulated and unpaid dividends and the applicable redemption premium. The Preferred Stock will pay a semiannual dividend equal to $300 per share. The Preferred Stock has limited voting rights.

8. Commitments:

The Trust has certain properties subject to non-cancelable operating ground leases. The leases expire at various times through 2069, subject in some cases to options to extend the terms of the lease. Ground rent expense, net of amounts capitalized, was $634 and $905 for the year ended December 31, 2000 and the period ended 1999, respectively.

83


Minimum future rental payments required under the leases are as follows:

Years Ending December 31,

   

2001   $ 1,130
2002   1,130
2003   1,145
2004   1,145
2005   1,145
Thereafter   64,129

    $ 69,824

84


Independent Auditors' Report

The Partners SDG Macerich Properties, L.P.:

We have audited the accompanying balance sheets of SDG Macerich Properties, L.P. as of December 31, 2000 and 1999, and the related statements of operations, cash flows, and partners' equity for each of the years in the three year period ended December 31, 2000. In connection with our audits of the financial statements, we have also audited the related financial statement schedule (Schedule III). These financial statements and the financial statement schedule are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements and the financial statement schedule based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of SDG Macerich Properties, L.P. as of December 31, 2000 and 1999, and the results of its operations and its cash flows for each of the years in the three year period ended December 31, 2000, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, the related financial statement schedule (Schedule III), when considered in relation to the basic financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

As discussed in Note 2(a) to the financial statements, the Partnership changed its method of accounting for overage rent in 2000.

Indianapolis, Indiana
February 9, 2001

85


SDG MACERICH PROPERTIES, L.P.

BALANCE SHEETS

As of December 31, 2000 and 1999

(Dollars in thousands)

 
  2000

  1999


ASSETS:        
Properties:        
  Land   $ 199,962   200,123
  Building and improvements   829,542   815,559
  Equipment and furnishings   1,955   1,125

    1,031,459   1,016,807
  Less accumulated depreciation   62,019   38,818

    969,440   977,989
Cash and cash equivalents   7,088   8,332
Tenant receivables, including accrued revenue, less allowance for doubtful accounts of $1,648 and $979   20,507   20,700
Due from affiliates   97   126
Deferred financing costs, net of accumulated amortization of $358   2,508  
Prepaid real estate taxes and other assets   1,327   2,052

    $ 1,000,967   1,009,199

LIABILITIES AND PARTNERS' EQUITY:        
Mortgage notes payable   $ 639,114   503,565
Accounts payable   5,945   7,755
Due to affiliates   156   447
Accrued real estate taxes   15,223   14,859
Accrued interest expense   2,064   1,562
Accrued management fee   557   508
Other liabilities   681   674

  Total liabilities   663,740   529,370
Partners' equity   337,227   479,829

    $ 1,000,967   1,009,199

See accompanying notes to financial statements.

86


SDG MACERICH PROPERTIES, L.P.

STATEMENTS OF OPERATIONS

Years ended December 31, 2000, 1999 and 1998

(Dollars in thousands)

 
  2000

  1999

  1998


Revenues:            
  Minimum rents   $ 91,333   88,051   72,016
  Overage rents   5,848   6,905   5,782
  Tenant recoveries   47,593   47,161   35,806
  Other   2,599   2,382   1,822

    147,373   144,499   115,426

Expenses:            
  Property operations   17,955   18,750   13,561
  Depreciation of properties   23,201   21,451   17,383
  Real estate taxes   18,464   18,603   13,577
  Repairs and maintenance   8,577   6,979   6,312
  Advertising and promotion   6,843   7,481   5,013
  Management fees   3,762   3,763   3,062
  Provision for credit losses   1,289   748   809
  Interest on mortgage notes   40,477   30,565   26,432
  Other   584   768   231

    121,152   109,108   86,380

    Income before cumulative effect of a change in accounting principle   26,221   35,391   29,046
  Cumulative effect of a change in accounting for overage rent   (1,053 )  

    Net income   $ 25,168   35,391   29,046

See accompanying notes to financial statements.

87


SDG MACERICH PROPERTIES, L.P.

STATEMENTS OF CASH FLOWS

Years ended December 31, 2000, 1999 and 1998

(Dollars in thousands)

 
  2000

  1999

  1998

 

 
Cash flows from operating activities:              
  Net income   $ 25,168   35,391   29,046  
Adjustments to reconcile net income to net cash provided by operating activities:              
  Depreciation of properties   23,201   21,451   17,383  
  Amortization of debt premium   (2,451 ) (2,303 ) (1,843 )
  Amortization of financing costs   358      
  Change in tenant receivables   192   (121 ) (14,452 )
  Other items   (1,481 ) (2,248 ) 8,344  

 
    Net cash provided by operating activities   44,987   52,170   38,478  

 
Cash flows from investing activities:              
  Acquisition of properties, net of mortgage notes and other liabilities assumed of $519,259 in 1998       (480,392 )
  Additions to properties   (14,819 ) (12,394 ) (4,922 )
  Proceeds from sale of land   424      

 
    Net cash used by investing activities   (14,395 ) (12,394 ) (485,314 )

 
Cash flows from financing activities:              
  Payments of mortgage note   (500 )    
  Proceeds from mortgage notes payable   138,500      
  Deferred financing costs   (2,866 )    
  Contributions by partners       480,392  
  Distributions to partners, net of $800 non-cash in 2000   (166,970 ) (40,600 ) (24,400 )

 
    Net cash provided by financing activities   (31,836 ) (40,600 ) 455,992  

 
    Net change in cash and cash equivalents   (1,244 ) (824 ) 9,156  
Cash and cash equivalents at beginning of year   8,332   9,156    

 
Cash and cash equivalents at end of year   $ 7,088   8,332   9,156  

 
Supplemental cash flow information:              
  Cash payments for interest   $ 42,231   32,868   26,713  

 

See accompanying notes to financial statements.

88


SDG MACERICH PROPERTIES, L.P.

STATEMENTS OF PARTNERS' EQUITY

Years ended December 31, 2000, 1999 and 1998

(Dollars in thousands)

 
  Simon
Property
Group, Inc.
affiliates

  The
Macerich
Company
affiliates

  Total

 

 
Percentage ownership interest   50 % 50 % 100 %

 
Balance at January 1, 1998   $ —      
  Contributions   240,196   240,196   480,392  
  Distributions   (12,200 ) (12,200 ) (24,400 )
  Net income for the year   14,523   14,523   29,046  

 
Balance at December 31, 1998   242,519   242,519   485,038  
  Distributions   (20,300 ) (20,300 ) (40,600 )
  Net income for the year   17,695   17,696   35,391  

 
Balance at December 31, 1999   239,914   239,915   479,829  
  Distributions   (83,885 ) (83,885 ) (167,770 )
  Net income for the year   12,584   12,584   25,168  

 
Balance at December 31, 2000   $ 168,613   $ 168,614   $ 337,227  

 

See accompanying notes to financial statements.

89


(1) General

(a) Partnership Organization
On December 29, 1997, affiliates of Simon Property Group, Inc. (Simon) and The Macerich Company (Macerich) formed a limited partnership to acquire and operate a portfolio of 12 regional shopping centers. SDG Macerich Properties, L.P. (the Partnership) acquired the properties on February 27, 1998, and the accompanying financial statements include the results of operations of the properties since the date of acquisition. As a result, the statement of operations presented for 1998 only represents ten months of activity.

(b) Properties
Affiliates of Simon and Macerich each manage six of the shopping centers. The shopping centers and their locations are as follows:


Simon managed properties:    

  South Park Mall   Moline, Illinois
  Valley Mall   Harrisonburg, Virginia
  Granite Run Mall   Media, Pennsylvania
  Eastland Mall and Convenience Center   Evansville, Indiana
  Lake Square Mall   Leesburg, Florida
  North Park Mall   Davenport, Iowa

Macerich managed properties:    

  Lindale Mall   Cedar Rapids, Iowa
  Mesa Mall   Grand Junction, Colorado
  South Ridge Mall   Des Moines, Iowa
  Empire Mall and Empire East   Sioux Falls, South Dakota
  Rushmore Mall   Rapid City, South Dakota
  Southern Hills Mall   Sioux City, Iowa

90


The shopping center leases generally provide for fixed annual minimum rent, overage rent based on sales, and reimbursement for certain operating expenses, including real estate taxes. For leases in effect at December 31, 2000, fixed minimum rents to be received in each of the next five years and thereafter are summarized as follows:


2001   $ 75,525
2002   69,358
2003   62,458
2004   55,087
2005   44,402
Thereafter   155,872

    $462,702

(2) Summary of Significant Accounting Policies

(a) Revenues
All leases are classified as operating leases, and minimum rents are recognized monthly on a straight-line basis over the terms of the leases.

Most retail tenants are also required to pay overage rents based on sales over a stated base amount during the lease year, generally ending on January 31. Overage rents are recognized as revenues based on reported and estimated sales for each tenant through December 31. Differences between estimated and actual amounts are recognized in the subsequent year.

During January 2000, the Emerging Issues Task Force addressed certain revenue recognition policies which required overage rent to be recognized as revenue only when each tenant's sales exceeded its threshold. The Partnership previously recognized overage rent before the threshold was met based on tenant sales over a prorated base sales amount. The Partnership changed its accounting effective January 1, 2000 and recorded a loss for the cumulative effect of the change of $1,053.

Tenant recoveries for real estate taxes and common area maintenance are adjusted annually based on the actual expenses, and the related revenues are recognized in the year in which the expenses are incurred. Charges for other operating expenses are billed monthly with periodic adjustments based on the estimated utility usage and/or a current price index, and the related revenues are recognized as the amounts are billed and as adjustments become determinable.

91


(b) Cash Equivalents
All highly liquid debt instruments purchased with a maturity of three months or less are considered to be cash equivalents.

(c) Properties
Properties are recorded at cost and are depreciated using the straight-line method over the estimated useful lives of the assets as follows:


Buildings and improvements   39 years
Equipment and furnishings   5-7 years
Tenant improvements   Initial term of related lease

Improvements and replacements are capitalized when they extend the useful life, increase capacity, or improve the efficiency of the asset. All repairs and maintenance items are expensed as incurred.

The Partnership assesses whether there has been an impairment in the value of a property by considering factors such as expected future operating income, trends and prospects, as well as the effects of demand, competition and other economic factors. Such factors include the tenants' ability to perform their duties and pay rent under the terms of the leases. The Partnership would recognize an impairment loss if the estimated future income stream of a property is not sufficient to recover its investment. Such a loss would be the difference between the carrying value and the fair value of a property. Management believes no impairment in its net property carrying values have occurred.

(d) Financing Costs
Financing costs of $2,866 related to the proceeds of mortgage notes obtained April 12, 2000 are being amortized to interest expense over the remaining life of the notes.

(e) Use of Estimates
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 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.

(f) Income Taxes
As a partnership, the allocated share of income or loss for the year is includable in the income tax returns of the partners; accordingly, income taxes are not reflected in the accompanying financial statements.

92


(3) Mortgage Notes Payable and Fair Value of Financial Instruments

In connection with the acquisition of the properties in 1998, the Partnership assumed $485,000 of mortgage notes secured by the properties. The notes consist of $300,000 of debt that is due in May 2006 and requires monthly interest payments at a fixed weighted average rate of 7.41% and $185,000 of debt that is due in May 2003 and requires monthly interest payments at a variable weighted average rate (based on LIBOR) of 7.21% at December 31, 2000 (6.96% at December 31, 1999). The variable rate debt is covered by an interest cap agreement that effectively prevents the variable rate from exceeding 11.53%. In March 2000, the Partnership made a principal payment of $500 on the variable rate debt in order to obtain $138,500 of additional mortgage financing.

The fair value assigned to the $300,000 fixed-rate debt at the acquisition date based on an estimated market interest rate of 6.23% was $322,711, and the resultant debt premium is being amortized to interest expense over the remaining term of the debt using a level yield method. At December 31, 2000 and 1999, the unamortized balance of the debt premium was $16,114 and $18,565, respectively.

On April 12, 2000, the Partnership obtained $138,500 of additional mortgage financing which is also secured by the properties. The notes consist of $57,100 of debt that requires monthly interest payments at a fixed weighted average rate of 8.13% and $81,400 of debt that requires monthly interest payments at a variable weighted average rate (based on LIBOR) of 7.08% at December 31, 2000. All of the notes mature on May 15, 2006. The variable rate debt is covered by an interest cap agreement that effectively prevents the variable rate from exceeding 11.83%.

The fair value of the fixed-rate debt of $357,100 at December 31, 2000 and $300,000 at December 31, 1999, based on an interest rate of 6.94% and 8.34%, respectively, is estimated to be $368,892 and $288,261, respectively. The carrying value of the variable-rate debt of $265,900 and the Partnership's other financial instruments are estimated to approximate their fair values.

SFAS 133 will be effective for the Partnership beginning January 1, 2001 and may not be applied retroactively. The fair value of the interest rate cap agreements is to be reflected in the balance sheet as derivative financial instruments, and changes in the fair values are to be recognized currently in earnings or other comprehensive earnings. The impact of this change of accounting is not significant.

Interest costs of $195 were capitalized in 2000 as a component of the cost of major development projects.

93


(4) Management Services

Management fees incurred in 2000, 1999 and 1998 totaled $1,900, $1,960 and $1,592, respectively, for the Simon-managed properties and $1,862, $1,803 and $1,470, respectively, for the Macerich-managed properties, both based on a fee of 4% of gross receipts, as defined.

(5) Contingent Liability

The Partnership currently is not involved with any litigation other than routine and administrative proceedings arising in the ordinary course of business. On the basis of consultation with counsel, management believes that these items will not have a material adverse impact on the Partnership's financial statements taken as a whole.

94


THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2000

(Dollars in thousands)

Schedule III. Real Estate and Accumulated Depreciation

 
  Initial Cost to Company

   
  Gross Amount at Which Carried at Close of Period

   
   
 
  Cost
Capitalized
Subsequent to
Acquisition

   
   
 
  Land

  Building and
Improvements

  Equipment
and
Furnishings

  Land

  Building and
Improvements

  Furniture,
Fixtures and
Equipment

  Construction
in Progress

  Total

  Accumulated
Depreciation

  Total Cost
Net of
Accumulated
Depreciation


Shopping Centers/Entities:                                            
  Bristol Shopping Center   $ 132   $ 11,587   $ 0   $ 1,610   $ 132   $ 13,187   $ 0   $ 10   $ 13,329   $ 6,719   $ 6,610
  Boulder Plaza   2,919   9,053   0   818   2,919   9,871   0   0   12,790   3,577   9,213
  Capitola Mall   11,312   46,689   0   1,988   11,309   48,562   88   30   59,989   6,542   53,447
  Carmel Plaza   9,080   36,354   0   969   9,080   37,182   34   107   46,403   2,343   44,060
  Chesterfield Towne Center   18,517   72,936   2   17,037   18,517   87,779   2,186   10   108,492   18,796   89,696
  Citadel, The   21,600   86,711   0   3,927   21,600   90,061   386   191   112,238   7,580   104,658
  Corte Madera, Village at   24,433   97,821   0   1,904   24,433   99,509   172   44   124,158   6,435   117,723
  County East Mall   4,096   20,317   1,425   7,737   4,099   28,471   821   184   33,575   12,824   20,751
  Crossroads Mall–Boulder   50   37,793   64   42,047   21,616   42,405   161   15,772   79,954   25,601   54,353
  Crossroads Mall–Oklahoma   10,279   43,486   291   13,584   12,671   53,556   380   1,033   67,640   11,067   56,573
  Fresno Fashion Fair   17,966   72,194   0   (997 ) 17,966   70,620   148   429   89,163   7,478   81,685
  Great Falls Marketplace   2,960   11,840   0   1,167   3,090   12,877   0   0   15,967   969   14,998
  Greeley Mall   5,601   12,648   13   8,124   5,601   20,585   172   28   26,386   11,661   14,725
  Green Tree Mall   4,947   14,925   332   23,652   4,947   38,355   554   0   43,856   24,042   19,814
  Holiday Village Mall   3,491   18,229   138   18,628   5,268   34,957   252   9   40,486   23,308   17,178
  Northgate Mall   8,400   34,865   841   20,309   8,400   54,812   991   212   64,415   23,053   41,362
  Northwest Arkansas Mall   18,800   75,358   0   1,272   18,800   76,544   61   25   95,430   4,119   91,311
  Pacific View   8,697   8,696   0   98,028   8,697   102,323   285   4,117   115,422   2,397   113,025
  Parklane Mall   2,311   15,612   173   15,635   2,426   25,293   433   5,579   33,731   18,190   15,541
  Queens Center   21,460   86,631   8   6,997   21,454   87,514   647   5,481   115,096   11,532   103,564
  Rimrock Mall   8,737   35,652   0   3,940   8,737   39,429   119   44   48,329   4,462   43,867
  Salisbury, The Centre at   15,290   63,474   31   2,009   15,284   64,937   583   0   80,804   9,490   71,314
  Santa Monica Place   26,400   105,600   0   405   26,400   105,857   28   120   132,405   3,199   129,206
  South Plains Mall   23,100   92,728   0   2,650   23,100   95,145   160   73   118,478   6,355   112,123
  South Towne Center   19,600   78,954   0   6,922   19,600   85,621   218   37   105,476   8,896   96,580
  Valley View Center   17,100   68,687   0   16,098   17,100   74,957   655   9,173   101,885   8,955   92,930
  Villa Marina Marketplace   15,852   65,441   0   518   15,852   65,891   41   27   81,811   8,680   73,131
  Vintage Faire Mall   14,902   60,532   0   1,347   14,298   60,411   728   1,344   76,781   6,747   70,034
  Westside Pavilion   34,100   136,819   0   11,096   34,100   145,359   1,956   600   182,015   9,350   172,665
  The Macerich Partnership, L.P.   451   1,844   0   (330 ) 451   1,513   0   0   1,964   517   1,447

      $ 372,583   $ 1,523,476   $ 3,318   $ 329,091   $ 397,947   $ 1,773,583   $ 12,259   $ 44,679   $ 2,228,468   $ 294,884   $ 1,933,584

95


Depreciation and amortization of the Company's investment in buildings and improvements reflected in the statements of income are calculated over the estimated useful lives of the asset as follows:


Buildings and improvements   5-40 years
Tenant improvements   life of related lease
Equipment and furnishings   5-7 years

The changes in total real estate assets for the three years ended December 31, 2000 are as follows:

 
  1998

  1999

  2000


Balance, beginning of year   $ 1,607,429   $ 2,213,125   $ 2,174,535
Additions   605,696   224,322   53,933
Disposals and retirements     (262,912 )

Balance, end of year   $ 2,213,125   $ 2,174,535   $ 2,228,468

The changes in accumulated depreciation and amortization for the three years ended December 31, 2000 are as follows:

 
  1998

  1999

  2000


Balance, beginning of year   $ 200,250   $ 246,280   $ 243,120
Additions   46,030   52,592   51,764
Disposals and retirements     (55,752 )

Balance, end of year   $ 246,280   $ 243,120   $ 294,884

96


 
   
   
   
  Gross Amount Which Carried at Close of Period

   
   
 
  Initial Cost to Trust

  Cost Capitalized Subsequent to Acquisition

   
   
 
   
   
  Furniture, Fixtures and Equipment

   
   
   
  Total Cost Net of Accumulated Depreciation

Properties:

  Land

  Building and Improvements

  Land

  Building and Improvements

  Construction in Progress

  Total

  Accumulated
Depreciation


Cascade Mall   $ 8,200   $ 32,843   $ 566   $ 8,200   $ 33,270   $ 109   $ 30   $ 41,609   $ 1,599   $ 40,010
Creekside Crossing Mall   620   2,495   27   620   2,500     22   3,142   121   3,021
Cross Court Plaza   1,400   5,629   20   1,400   5,649       7,049   270   6,779
Kitsap Mall   13,590   56,672   183   13,590   56,832   23     70,445   2,794   67,651
Kitsap Place Mall   1,400   5,627   35   1,400   5,662       7,062   272   6,790
Lakewood Mall   48,025   112,059   23,590   48,025   130,868   683   4,098   183,674   3,507   180,167
Los Cerritos Center   57,000   133,000   999   57,000   133,664   304   31   190,999   4,126   186,873
Northpoint Plaza   1,400   5,627   30   1,400   5,657       7,057   272   6,785
Redmond Towne Center   18,381   73,868   8,270   16,942   81,104   45   2,428   100,519   3,740   96,779
Redmond Office   20,676   90,929   15,191   20,676   106,120       126,796   3,483   123,313
Stonewood Mall   30,902   72,104   283   30,901   72,205   183     103,289   2,252   101,037
Washington Square Mall   33,600   135,084   913   33,600   135,897   69   31   169,597   6,637   162,960
Washington Square Too   4,000   16,087   4   4,000   16,090   1     20,091   772   19,319

    $ 239,194   $ 742,024   $ 50,111   $ 237,754   $ 785,518   $ 1,417   $ 6,640   $ 1,031,329   $ 29,845   $ 1,001,484

97


Depreciation and amortization of the Trust's investment in buildings and improvements reflected in the statement of income are calculated over the estimated useful lives of the asset as follows:


Buildings and improvements   5-39 years
Tenant improvements   life of related lease
Equipment and furnishings   5-7 years

The changes in total real estate assets for the two years ended December 31, 2000 are as follows:

 
  1999

  2000


Balance, beginning of year     $ 995,045
Acquisitions   $ 981,218  
Additions   13,827   36,284
Disposals and retirements    

Balance, end of year   $ 995,045   $ 1,031,329

The changes in accumulated depreciation and amortization for the two years ended December 31, 2000 are as follows:

 
  1999

  2000


Balance, beginning of year     $ 10,302
Additions   $ 10,302   19,543
Disposals and retirements    

Balance, end of year   $ 10,302   $ 29,845

98



Schedule III. Real Estate and Accumulated Depreciation

 
   
   
   
   
   
  Gross Book Value at
December 31, 2000

   
   
 
   
  Initial Cost to Partnership

   
   
   
 
   
  Costs Capitalized Subsequent to Acquisition

   
   
Shopping Center(1)

  Location

  Land

  Building and Improvements

  Equipment and Furnishings

  Land

  Building and Improvements

  Equipment and Furnishings

  Accumulated Depreciation

  Total Cost Net of Accumulated Depreciation


Mesa Mall   Grand Junction, Colorado   $ 11,155   44,635     1,222   11,155   45,832   25   3,465   53,547
Lake Square Mall   Leesburg, Florida   7,348   29,392     811   7,348   30,117   86   2,511   35,040
South Park Mall   Moline, Illinois   21,341   85,540     3,673   21,341   88,955   258   6,714   103,840
Eastland Mall   Evansville, Indiana   28,160   112,642     3,759   28,160   116,054   347   8,685   135,876
Lindale Mall   Cedar Rapids, Iowa   12,534   50,151     1,017   12,534   51,137   31   3,797   59,905
North Park Mall   Davenport, Iowa   17,210   69,042     2,825   17,210   71,497   370   5,325   83,752
South Ridge Mall   Des Moines, Iowa   11,524   46,097     4,497   12,112   49,851   155   3,758   58,360
Granite Run Mall   Media, Pennsylvania   26,147   104,671     2,060   26,147   106,424   307   7,846   125,032
Rushmore Mall   Rapid City, South Dakota   12,089   50,588     1,709   12,089   52,256   41   4,115   60,271
Empire Mall   Sioux Falls, South Dakota   23,706   94,860     7,171   23,697   101,914   126   7,281   118,456
Empire East   Sioux Falls, South Dakota   2,073   8,291     13   2,073   8,304     603   9,774
Southern Hills Mall   Sioux City, South Dakota   15,697   62,793     1,672   15,697   64,368   97   4,784   75,378
Valley Mall   Harrisonburg, Virginia   10,393   41,572     1,379   10,399   42,833   112   3,135   50,209

        $ 199,377   800,274     31,808   199,962   829,542   1,955   62,019   969,440

(1)
All of the shopping centers are encumbered by mortgage notes payable with a carrying value of $639,114 and $503,565 at December 31, 2000 and 1999, respectively.

99


Depreciation and amortization of the Partnership's investment in shopping center properties reflected in the statement of operations are calculated over the estimated useful lives of the assets as follows:


Buildings and improvements   39 years
Equipment and furnishings   5 -7 years

The changes in total shopping center properties for the years ended December 31, 2000, 1999 and 1998 are as follows:


 
Balance at January 1, 1998   $ —  
Acquisitions in 1998   999,651  
Additions in 1998   4,922  
Disposals and retirements in 1998    

 
Balance at December 31, 1998   1,004,573  
Acquisitions in 1999    
Additions in 1999   12,394  
Disposals and retirements in 1999   (160 )

 
Balance at December 31, 1999   1,016,807  
Acquisitions in 2000    
Additions in 2000   14,819  
Disposals and retirements in 2000   (167 )

 
Balance at December 31, 2000   $ 1,031,459  

 

100


The changes in accumulated depreciation for the years ended December 31, 2000, 1999 and 1998 are as follows:


 
Balance at January 1, 1998   $ —  
Additions in 1998   17,383  
Disposals and retirements in 1998    

 
Balance at December 31, 1998   17,383  
Additions in 1999   21,451  
Disposals and retirements in 1999   (16 )

 
Balance at December 31, 1999   38,818  
Additions in 2000   23,201  
Disposals and retirements in 2000    

 
Balance at December 31, 2000   $ 62,019  

 

101



SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

    THE MACERICH COMPANY

 

 

By

/s/ 
ARTHUR M. COPPOLA   
Arthur M. Coppola
President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature

  Capacity

  Date



 

 

 

 

 
/s/ ARTHUR M. COPPOLA   
Arthur M. Coppola
  President and Chief Executive Officer And Director   March 26, 2001

/s/ 
MACE SIEGEL   
Mace Siegel

 

Chairman of the Board

 

March 26, 2001

/s/ 
DANA K. ANDERSON   
Dana K. Anderson

 

Vice Chairman of the Board

 

March 26, 2001

/s/ 
EDWARD C. COPPOLA   
Edward C. Coppola

 

Executive Vice President

 

March 26, 2001

/s/ 
JAMES COWNIE   
James Cownie

 

Director

 

March 26, 2001

/s/ 
THEODORE HOCHSTIM   
Theodore Hochstim

 

Director

 

March 26, 2001

/s/ 
FREDERICK HUBBELL   
Frederick Hubbell

 

Director

 

March 26, 2001


 

 

 

 

102



/s/ 
STANLEY MOORE   
Stanley Moore

 

Director

 

March 26, 2001

/s/ 
WILLIAM SEXTON   
William Sexton

 

Director

 

March 26, 2001

/s/ 
THOMAS E. O'HERN   
Thomas E. O'Hern

 

Executive Vice President, Treasurer and Chief Financial and Accounting Officer

 

March 26, 2001


103


EXHIBIT INDEX

Exhibit Number

  Description

  Sequentially Numbered Page


3.1*   Articles of Amendment and Restatement of the Company    
3.1.1**   Articles Supplementary of the Company    
3.1.2***   Articles Supplementary of the Company (Series A Preferred Stock)    
3.1.3****   Articles Supplementary of the Company (Series B Preferred Stock)    
3.1.4###   Articles Supplementary of the Company (Series C Junior Participating Preferred Stock)    
3.2*****   Amended and Restated Bylaws of the Company    
4.1*****   Form of Common Stock Certificate    
4.2******   Form of Preferred Stock Certificate (Series A Preferred Stock)    
4.2.1###   Form of Preferred Stock Certificate (Series B Preferred Stock)    
4.2.2*****   Form of Preferred Stock Certificate (Series C Junior Participating Preferred Stock)    
4.3*******   Indenture for Convertible Subordinated Debentures dated June 27, 1997    
4.4*****   Agreement dated as of November 10, 1998 between the Company and First Chicago Trust Company of New York, as Rights Agent    
10.1********   Amended and Restated Limited Partnership Agreement for the Operating Partnership dated as of March 16, 1994    
10.1.1******   Amendment to Amended and Restated Limited Partnerships Agreement for the Operating Partnership dated June 27, 1997    
10.1.2******   Amendment to Amended and Restated Limited Partnership Agreement for the Operating Partnership dated November 16, 1997    
10.1.3******   Fourth Amendment to Amended and Restated Limited Partnership Agreement for the Operating Partnership dated February 25, 1998    
10.1.4******   Fifth Amendment to Amended and Restated Limited Partnership Agreement for the Operating Partnership dated February 26, 1998    
10.1.5###   Sixth Amendment to Amended and Restated Limited Partnership Agreement for the Operating Partnership dated June 17, 1998    
10.1.6###   Seventh Amendment to Amended and Restated Limited Partnership Agreement for the Operating Partnership dated December 31, 1999    
10.1.7   Eighth Amendment to Amended and Restated Limited Partnership Agreement for the Operating Partnership dated November 9, 2000.    
10.2********   Employment Agreement between the Company and Mace Siegel dated as of March 16, 1994    
10.2.1********   List of Omitted Employment Agreements    

104


10.2.2******   Employment Agreement between Macerich Management Company and Larry Sidwell dated as of February 11, 1997    
10.3******   The Macerich Company Amended and Restated 1994 Incentive Plan    
10.4#   The Macerich Company 1994 Eligible Directors' Stock Option Plan    
10.5#   The Macerich Company Deferred Compensation Plan    
10.6#   The Macerich Company Deferred Compensation Plan for Mall Executives    
10.7#####   The Macerich Company Eligible Directors' Deferred Compensation Plan/Phantom Stock Plan (as amended and restated as of June 30, 2000)    
10.8********   The Macerich Company Executive Officer Salary Deferral Plan    
10.9####   1999 Cash Bonus/Restricted Stock Program and Stock Unit Program under the Amended and Restated 1994 Incentive Plan (including the forms of the Award Agreements)    
10.10********   Registration Rights Agreement, dated as of March 16, 1994, between the Company and The Northwestern Mutual Life Insurance Company    
10.11********   Registration Rights Agreement, dated as of March 16, 1994, among the Company and Mace Siegel, Dana K. Anderson, Arthur M. Coppola and Edward C. Coppola    
10.12*******   Registration Rights Agreement, dated as of March 16, 1994, among the Company, Richard M. Cohen and MRII Associates    
10.13*******   Registration Rights Agreement dated as of June 27, 1997    
10.14*******   Registration Rights Agreement dated as of February 25, 1998 between the Company and Security Capital Preferred Growth Incorporated    
10.15********   Incidental Registration Rights Agreement dated March 16, 1994    
10.16******   Incidental Registration Rights Agreement dated as of July 21, 1994    
10.17******   Incidental Registration Rights Agreement dated as of August 15, 1995    
10.18******   Incidental Registration Rights Agreement dated as of December 21, 1995    
10.18.1******   List of Incidental/Demand Registration Rights Agreements, Election Forms, Accredited/Non-Accredited Investors Certificates and Investor Certificates    
10.19###   Registration Rights Agreement dated as of June 17, 1998 between the Company and the Ontario Teachers' Pension Plan Board    
10.20###   Redemption, Registration Rights and Lock-Up Agreement dated as of July 24, 1998 between the Company and Harry S. Newman, Jr. and LeRoy H. Brettin    

105


10.21********   Indemnification Agreement, dated as of March 16, 1994, between the Company and Mace Siegel    
10.21.1********   List of Omitted Indemnification Agreements    
10.22*   Partnership Agreement for Macerich Northwestern Associates, dated as of January 17, 1985, between Macerich Walnut Creek Associates and the Northwestern Mutual Life Insurance Company    
10.23********   First Amendment to Macerich Northwestern Associates Partnership Agreement between Operating Partnership and the Northwestern Mutual Life Insurance Company    
10.24*   Agreement of Lease (Crossroads-Boulder), dated December 31, 1960, between H.R. Hindry, as lessor, and Gerri Von Frellick, as lessee, with amendments and supplements thereto    
10.25******   Secured Full Recourse Promissory Note dated November 17, 1997 Due November 16, 2007 made by Edward C. Coppola to the order of the Company    
10.25.1******   List of Omitted Secured Full Recourse Notes    
10.26******   Stock Pledge Agreement dated as of November 17, 1997 made by Edward C. Coppola for the benefit of the Company    
10.26.1******   List of omitted Stock Pledge Agreement    
10.27******   Promissory Note dated as of May 2, 1997 made by David J. Contis to the order of Macerich Management Company    
10.28##   Purchase and Sale Agreement between the Equitable Life Assurance Society of the United States and S.M. Portfolio Partners    
10.29******   Partnership Agreement of S.M. Portfolio Ltd. Partnership    
10.30   Second Amended and Restated Credit and Guaranty Agreement, dated as of March 22, 2001, between the Operating Partnership, the Company and Wells Fargo Bank, National Association    
10.31######   Secured full recourse promissory note dated November 30, 1999 due November 29, 2009 made by Arthur M. Coppola to the order of the Company.    
10.32######   Stock Pledge Agreement dated as of November 30, 1999 made by Arthur M. Coppola for the benefit of the Company.    
10.33   The Macerich Company 2000 Incentive Plan effective as of November 9, 2000 (including 2000 Cash Bonus/Restricted Stock Program and Stock Unit Program and Award Agreements).    
10.34   Form of Stock Option Agreements under the 2000 Incentive Plan    
21.1   List of Subsidiaries    
23.1   Consent of Independent Accountants (PricewaterhouseCoopers LLP)    

106


23.2   Consent of Independent Auditors (KPMG LLP)    


*

 

Previously filed as an exhibit to the Company's Registration Statement on Form S-11, as amended (No. 33-68964), and incorporated herein by reference.

**

 

Previously filed as an exhibit to the Company's Current Report on Form 8-K, event date May 30, 1995, and incorporated herein by reference.

***

 

Previously filed as an exhibit to the Company's Current Report on Form 8-K, event date February 25, 1998, and incorporated herein by reference.

****

 

Previously filed as an exhibit to the Company's Current Report on Form 8-K, event date June 17, 1998, and incorporated herein by reference.

*****

 

Previously filed as an exhibit to the Company's Current Report on Form 8-K, event date November 10, 1998, as amended, and incorporated herein by reference.

******

 

Previously filed as an exhibit to the Company's Annual Report on Form 10-K for the year ended December 31, 1997, and incorporated herein by reference.

*******

 

Previously filed as an exhibit to the Company's Current Report on Form 8-K, event date June 20, 1997, and incorporated herein by reference.

********

 

Previously filed as an exhibit to the Company's Annual Report on Form 10-K for the year ended December 31, 1996, and incorporated herein by reference.

#

 

Previously filed as an exhibit to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1994, and incorporated herein by reference.

##

 

Previously filed as an exhibit to the Company's Current Report on Form 8-K, event date February 27, 1998, and incorporated herein by reference.

###

 

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 Quarterly Report on Form 10-Q for the quarter ended September 30, 1999, and incorporated herein by reference.

#####

 

Previously filed as an exhibit to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2000, 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, 1999, and incorporated herein by reference.

107




QuickLinks

Part I
ITEM 2. PROPERTIES
ITEM 3. LEGAL PROCEEDINGS.
ITEM 4. SUBMISSION OF MATTER TO A VOTE OF SECURITY HOLDERS.
Part II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
ITEM 6. SELECTED FINANCIAL DATA.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
Part III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY.
ITEM 11. EXECUTIVE COMPENSATION.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Part IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENTS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
Schedule III. Real Estate and Accumulated Depreciation
SIGNATURES