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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 10-Q


 

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

FOR QUARTER ENDED MARCH 31, 2003

COMMISSION FILE NO. 1-12504


THE MACERICH COMPANY
(Exact name of registrant as specified in its charter)

MARYLAND
(State or other jurisdiction of
incorporation or organization)
  95-4448705
(I.R.S. Employer Identification Number)

401 Wilshire Boulevard, Suite 700,
Santa Monica, CA
(Address of principal executive office)

 

90401
(Zip code)

 

 

 

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

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

Common stock, par value $.01 per share: 52,492,382 shares
Number of shares outstanding of the registrant's common stock, as of May 6, 2003.


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

Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). Yes ý    No o





Form 10-Q

INDEX

 
   
  Page
Part I:   Financial Information    

Item 1.

 

Financial Statements

 

 

 

 

Consolidated balance sheets of the Company as of March 31, 2003 and December 31, 2002

 

1

 

 

Consolidated statements of operations of the Company for the periods from January 1 through March 31, 2003 and 2002

 

2

 

 

Consolidated statements of cash flows of the Company for the periods from January 1 through March 31, 2003 and 2002

 

3

 

 

Notes to consolidated financial statements

 

4 to 18

Item 2.

 

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

 

19 to 31

Item 3.

 

Quantitative and Qualitative Disclosures About Market Risk

 

31

Item 4.

 

Controls and Procedures

 

32

Part II:

 

Other Information

 

 

Item 1.

 

Legal Proceedings

 

33

Item 2.

 

Changes in Securities and Use of Proceeds

 

33

Item 3.

 

Defaults Upon Senior Securities

 

33

Item 4.

 

Submission of Matters to a Vote of Security Holders

 

33

Item 5.

 

Other Information

 

33

Item 6.

 

Exhibits and Reports on Form 8-K

 

33

 

 

Signatures

 

34

 

 

Certifications

 

35-36


CONSOLIDATED BALANCE SHEETS
(Dollars in thousands, except share data)

 
  March 31,
2003

  December 31,
2002

 
ASSETS  

Property, net

 

$

3,127,902

 

$

2,842,177

 
Cash and cash equivalents     105,754     53,559  
Tenant receivables, including accrued overage rents of $888 in 2003 and $4,846 in 2002     50,124     47,741  
Deferred charges and other assets, net     60,327     71,547  
Loans to unconsolidated joint ventures     36,304     28,533  
Due from affiliates         1,318  
Investments in unconsolidated joint ventures and the management companies     553,437     617,205  
   
 
 
    Total assets     3,933,848     3,662,080  
   
 
 
LIABILITIES, PREFERRED STOCK AND COMMON STOCKHOLDERS' EQUITY:  

Mortgage notes payable:

 

 

 

 

 

 

 
  Related parties   $ 97,419   $ 80,214  
  Others     1,870,875     1,662,894  
   
 
 
  Total     1,968,294     1,743,108  
Bank notes payable     586,800     548,800  
Accounts payable and accrued expenses     36,154     30,555  
Due to affiliates     10,039      
Other accrued liabilities     79,045     67,791  
Preferred stock dividend payable     5,195     5,195  
   
 
 
    Total liabilities     2,685,527     2,395,449  
   
 
 
Minority interest     211,392     221,497  
   
 
 
Commitments and contingencies (Note 9)              
 
Series A cumulative convertible redeemable preferred stock, $.01 par value, 3,627,131 shares authorized, issued and outstanding at March 31, 2003 and December 31, 2002

 

 

98,934

 

 

98,934

 
 
Series B cumulative convertible redeemable preferred stock, $.01 par value, 5,487,471 shares authorized, issued and outstanding at March 31, 2003 and December 31, 2002

 

 

148,402

 

 

148,402

 
   
 
 
      247,336     247,336  
   
 
 
Common stockholders' equity:              
 
Common stock, $.01 par value, 145,000,000 shares authorized, 51,843,652 and 51,490,929 shares issued and outstanding at March 31, 2003 and December 31, 2002, respectively

 

 

518

 

 

514

 
  Additional paid-in capital     847,421     835,900  
  Accumulated deficit     (35,022 )   (23,870 )
  Accumulated other comprehensive loss     (4,293 )   (4,811 )
  Unamortized restricted stock     (19,031 )   (9,935 )
   
 
 
    Total common stockholders' equity     789,593     797,798  
   
 
 
      Total liabilities, preferred stock and common stockholders' equity   $ 3,933,848   $ 3,662,080  
   
 
 

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

1


CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands, except share and per share amounts)

 
  Three Months Ended March 31,
 
 
  2003
  2002
 
REVENUES:              
  Minimum rents   $ 72,137   $ 48,565  
  Percentage rents     1,710     1,297  
  Tenant recoveries     37,018     24,639  
  Other     4,092     2,449  
   
 
 
    Total revenues     114,957     76,950  
   
 
 
EXPENSES:              
  Shopping center and operating expenses     39,362     25,698  
  REIT general and administrative expenses     2,336     1,533  
   
 
 
      41,698     27,231  
   
 
 
Interest expense:              
    Related parties     1,415     1,445  
    Others     32,593     23,679  
   
 
 
    Total interest expense     34,008     25,124  
   
 
 
  Depreciation and amortization     23,914     16,509  
Equity in income of unconsolidated joint ventures and the management companies     14,466     6,306  
Gain (loss) on sale of assets     128     (152 )
   
 
 
Income of the Operating Partnership from continuing operations before minority interest     29,931     14,240  
Discontinued operations:              
  (Loss) gain on sale of asset     (166 )   13,408  
  Income from discontinued operations         288  
   
 
 
Income before minority interest     29,765     27,936  
Less: Minority interest     5,145     5,573  
   
 
 
Net income     24,620     22,363  
Less: Preferred dividends     5,195     5,013  
   
 
 
Net income available to common stockholders   $ 19,425   $ 17,350  
   
 
 
Earnings per common share—basic:              
  Income from continuing operations   $ 0.38   $ 0.20  
  Discontinued operations     0.00     0.30  
   
 
 
Net income per share available to common stockholders   $ 0.38   $ 0.50  
   
 
 
Weighted average number of common shares outstanding—basic     51,773,000     34,734,000  
   
 
 
Earnings per common share—diluted:              
  Income from continuing operations   $ 0.37   $ 0.20  
  Discontinued operations     0.00     0.30  
   
 
 
Net income per share-available to common stockholders   $ 0.37   $ 0.50  
   
 
 
Weighted average number of common shares outstanding—diluted     65,923,000     45,887,000  
   
 
 

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

2



CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)

 
  For the three months ended
March 31,

 
 
  2003
  2002
 
Cash flows from operating activities:              
  Net income-available to common stockholders   $ 19,425   $ 17,350  
  Preferred dividends     5,195     5,013  
   
 
 
  Net income     24,620     22,363  
   
 
 
  Adjustments to reconcile net income to net cash provided by operating activities:              
  (Gain) loss on sale of assets     (128 )   152  
  Discontinued operations gain (loss) on sale of assets     166     (13,408 )
  Depreciation and amortization     23,914     16,624  
  Amortization of net (premium) discount on trust deed note payable     (558 )   8  
  Minority interest     5,145     5,573  
  Changes in assets and liabilities:              
    Tenant receivables, net     (1,911 )   7,166  
    Other assets     10,634     1,962  
    Accounts payable and accrued expenses     2,199     (828 )
    Due to affiliates     11,280     1,273  
    Other liabilities     4,326     (1,292 )
   
 
 
      Total adjustments     55,067     17,230  
   
 
 
  Net cash provided by operating activities     79,687     39,593  
   
 
 
Cash flows from investing activities:              
  Acquisitions of property and property improvements     (1,097 )   (753 )
  Development, redevelopment and expansion of centers     (31,339 )   (5,661 )
  Renovations of centers     (1,140 )   (396 )
  Tenant allowances     (686 )   (2,098 )
  Deferred leasing charges     (2,559 )   (2,407 )
  Equity in income of unconsolidated joint ventures and the management companies     (14,466 )   (6,306 )
  Distributions from joint ventures     14,855     9,508  
  Contributions from joint ventures     (1,736 )    
  Acquisitions of joint ventures     (68,320 )    
  Loans to unconsolidated joint ventures     (7,771 )    
  Proceeds from sale of assets     18,260     23,716  
   
 
 
  Net cash (used in) provided by investing activities     (95,999 )   15,603  
   
 
 
Cash flows from financing activities:              
  Proceeds from mortgages and notes payable     164,222      
  Payments on mortgages and notes payable     (60,953 )   (37,449 )
  Deferred financing costs     (232 )   (638 )
  Net proceeds from equity offerings         52,214  
  Dividends and distributions     (29,335 )   (22,214 )
  Dividends to preferred stockholders     (5,195 )   (5,013 )
   
 
 
  Net cash provided by (used in) financing activities     68,507     (13,100 )
   
 
 
  Net increase in cash     52,195     42,096  
Cash and cash equivalents, beginning of period     53,559     26,470  
   
 
 
Cash and cash equivalents, end of period   $ 105,754   $ 68,566  
   
 
 
Supplemental cash flow information:              
  Cash payment for interest, net of amounts capitalized   $ 34,600   $ 23,323  
   
 
 
Non-cash transactions:              
  Acquisition of property by assumption of joint venture debt   $ 180,000      
   
 
 
  Reclassifications from investments in joint ventures to property   $ 65,115      
   
 
 

3



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands)
(Unaudited)

1.     Interim Financial Statements and Basis of Presentation:

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

        The unaudited interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes included in the Company's Annual Report on Form 10-K for the year ended December 31, 2002. In the opinion of management, all adjustments, (consisting of normal recurring adjustments) necessary for a fair presentation of the financial statements for the interim periods have been made. The results for interim periods are not necessarily indicative of the results to be expected for a full year. The accompanying consolidated balance sheet as of December 31, 2002 has been derived from the audited financial statements, but does not include all disclosures required by GAAP.

        Certain reclassifications have been made in the 2002 consolidated financial statements to conform to the 2003 financial statement presentation.

Accounting Pronouncements:

        As a result of the adoption of Statement of Financial Accounting Standard ("SFAS") 133 on January 1, 2001, the Company recorded a transition adjustment of $7,148 to accumulated other comprehensive income related to treasury rate lock transactions settled in prior years. The entire transition adjustment was reflected in the quarter ended March 31, 2001. The Company reclassified $328 and $332 for the three months ending March 31, 2003 and 2002, respectively, and expects to reclassify $1,328 from accumulated other comprehensive income to earnings for the year ended December 31, 2003. Additionally, the Company recorded other comprehensive income of $190 related to the mark to market of an interest rate swap agreement for the three months ended March 31, 2003.

        On July 1, 2001, the Company adopted SFAS No. 141, "Business Combinations" ("SFAS 141"). SFAS 141 requires that the purchase method of accounting be used for all business combinations for which the date of acquisition is after June 30, 2001. SFAS 141 also establishes specific criteria for the recognition of intangible assets such as acquired in-place leases. The Company has determined that the impact of SFAS 141 on acquisitions that occurred during 2002 was to recognize for the three months ending March 31, 2003 an additional $1,076 of minimum rents, including $425 from the joint ventures at pro rata. A deferred credit of $15,371 is recorded in "Other Accrued Liabilities" of the Company. An additional $5,997 of deferred credits is recorded in the financial statements of the Company's unconsolidated joint ventures. Accordingly, these deferred credits will be amortized into rental revenues at approximately $3,369 and $1,593 per year respectively, for each of the next five years.

        In October 2001, the Financial Accounting Standards Board ("FASB") issued SFAS 144, "Accounting for the Impairment or Disposal of Long-Lived Assets" ("SFAS 144"). SFAS 144 addresses financial accounting and reporting for the impairment or disposal of long-lived assets. This statement supersedes SFAS 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of" ("SFAS 121"). SFAS 144 establishes a single accounting model, based on the framework established in SFAS 121, for long-lived assets to be disposed of by sale. The Company adopted SFAS 144 on January 1, 2002. The Company sold Boulder Plaza on March 19, 2002 and in

4



accordance with SFAS 144, the results of Boulder Plaza for the periods from January 1, 2002 to March 19, 2002 have been reclassified into "discontinued operations" on the consolidated statements of operations. Total revenues associated with Boulder Plaza were $460 for the period January 1, 2002 to March 19, 2002. The Company sold Paradise Village Gateway, which was acquired on July 2, 2002, on January 2, 2003 and have recorded a loss on sale of $166 in "discontinued operations" for the three months ending March 31, 2003.

        In May 2002, the FASB issued SFAS No. 145, "Rescission of SFAS Nos. 4, 44, and 64, Amendment of SFAS 13, and Technical Corrections" ("SFAS 145"), which is effective for fiscal years beginning after May 15, 2002. SFAS 145 rescinds SFAS 4, SFAS 44 and SFAS 64 and amends SFAS 13 to modify the accounting for sales-leaseback transactions. SFAS 4 required the classification of gains and losses resulting from extinguishment of debt to be classified as extraordinary items. The Company expects to reclassify a loss of $3,605, which was incurred in the third and fourth quarters of 2002, from extraordinary items to continuing operations pursuant to the Company's adoption of SFAS 145 on January 1, 2003.

        In July 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal Activities." SFAS No. 146 requires companies to recognize costs associated with exit or disposal activities when they are incurred rather than at the date of commitment to an exit or disposal plan. Examples of costs covered by the standard include lease termination costs and certain employee severance costs that are associated with a restructuring, discontinued operation, plant closing, or other exit or disposal activity. SFAS No. 146 is effective prospectively for exit or disposal activities initiated after December 31, 2002. The adoption of SFAS No. 146 did not have any impact on the Company's consolidated financial statements for the period ending March 31, 2003.

        In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based Compensation—Transition and Disclosure, and amendment of FASB Statement No. 123"("SFAS No. 148"). SFAS No. 148 amended SFAS No 123, "Accounting for Stock-Based Compensation", to provide alternative methods of transition for a voluntary change to the fair value based method of accounting for employee stock-based compensation. In addition, SFAS No. 148 amends the disclosure requirements of SFAS No 123 to require prominent disclosure in annual and interim financial statements about the method of accounting for stock-based compensation and its effect on reported results. The disclosure provisions of SFAS No. 148 are included in the accompanying Notes to Consolidated Financial Statements. Prior to the issuance of SFAS No. 148, the Company adopted the provisions of SFAS No. 123 and will prospectively expense all stock options issued subsequent to January 1, 2002. The Company did not issue any stock options to employees for the three months ending March 31, 2003 and 2002 and accordingly, no compensation expense has been recorded in either period.

        In November 2002, the FASB issued FASB Interpretation No. 45, "Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others," which elaborates on required disclosures by a guarantor in its financial statements about obligations under certain guarantees that it has issued and clarifies the need for a guarantor to recognize, at the inception of certain guarantees, a liability for the fair value of the obligation undertaken in issuing the guarantee. The Company has reviewed the provisions of this Interpretation relating to initial recognition and measurement of guarantor liabilities, which are effective for qualifying guarantees entered into or modified after December 31, 2002. The Company has not modified or entered into any new qualifying guarantees during the three months ending March 31, 2003.

        In January 2003, the FASB issued FIN 46, "Consolidation of Variable Interest Entities—an interpretation of ARB No. 51." FIN 46 addresses consolidation by business enterprises of variable interest entities, which have one or both of the following characteristics: 1) the equity investment at risk is not sufficient to permit the entity to finance its activities without additional subordinated financial support from other parties, which is provided through other interests that will absorb some or all of the

5



expected losses of the entity, and 2) the equity investors lack an essential characteristic of a controlling financial interest. The Company is in the process of evaluating the effects of FIN 46 which may require the Company to consolidate Macerich Management Company ("MMC") effective January 1, 2004. The Company does not believe there will be any significant impact as a result of consolidating MMC, since MMC is currently accounted for under the equity method in the Company's consolidated financial statements.

Earnings Per Share ("EPS")

        The computation of basic earnings per share is based on net income and the weighted average number of common shares outstanding for the three months ending March 31, 2003 and 2002. The computation of diluted earnings per share does not include the effect of outstanding restricted stock issued under the employee and director stock incentive plans as they are antidilutive using the treasury method. The Operating Partnership units ("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 for shares of common stock. The following table reconciles the basic and diluted earnings per share calculation:

 
  For the Three Months Ended March 31,
 
  2003
  2002
 
  Net
Income

  Shares
  Per Share
  Net
Income

  Shares
  Per Share
 
  (In thousands, except per share data)

Net income   $ 24,620             $ 22,363          
Less: Preferred stock dividends     5,195               5,013          
   
           
         
Basic EPS:                                
Net income available to common stockholders   $ 19,425   51,773   $ 0.38   $ 17,350   34,734   $ 0.50

Diluted EPS:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
  Conversion of OP units     5,145   13,713           5,573   11,153      
  Employee stock options       437           n/a—antidilutive for EPS
  Restricted stock     n/a—antidilutive for EPS     n/a—antidilutive for EPS
  Convertible preferred stock     n/a—antidilutive for EPS     n/a—antidilutive for EPS
  Convertible debentures     n/a—antidilutive for EPS     n/a—antidilutive for EPS
   
 
Net income available to common stockholders   $ 24,570   65,923   $ 0.37   $ 22,923   45,887   $ 0.50
   
 

        The minority interest for the three months ending March 31, 2003 of $5,145 has been allocated to income from continuing operations of $5,180 and ($35) to discontinued operations. The minority interest for the three months ending March 31, 2002 of $5,573 has been allocated to income from continuing operations of $2,244 and $3,329 to discontinued operations.

6


2.     Organization:

        The Company is involved in the acquisition, ownership, development, redevelopment, management and leasing of regional and community shopping centers located throughout the United States. The Company is the sole general partner of, and owns a majority of the ownership interests in, The Macerich Partnership, L.P., a Delaware limited partnership (the "Operating Partnership"). As of March 31, 2003, The Operating Partnership owns or has an ownership interest in 56 regional shopping centers, 20 community shopping centers and two development projects aggregating approximately 58 million square feet of gross leasable area ("GLA"). These 78 regional and community shopping centers are referred to hereinafter as the "Centers", unless the context otherwise requires. The Company is a self-administered and self-managed real estate investment trust ("REIT") and conducts all of its operations through the Operating Partnership and the Company's management companies, Macerich Property Management Company, LLC, ("MPMC, LLC") a single-member Delaware limited liability company and Macerich Management Company, a California corporation. Additionally, Westcor Partners, LLC, a single member Arizona limited liability company, Macerich Westcor Management, LLC, a single member Delaware limited liability company and Westcor Partners of Colorado, LLC, a Colorado limited liability company (collectively, the "Westcor Management Companies"). The term "Macerich Management Companies" includes Macerich Management Company and Macerich Manhattan Management Company, a California corporation which has ceased operations and is a wholly-owned subsidiary of Macerich Management Company.

        The Company was organized to qualify as a REIT under the Internal Revenue Code of 1986, as amended. As of March 31, 2003, the 18% limited partnership interest of the Operating Partnership not owned by the Company is reflected in these financial statements as minority interest.

3.     Investments in Unconsolidated Joint Ventures and the Macerich Management Companies:

        The following are the Company's investments in various joint ventures. The Operating Partnership's interest in each joint venture as of March 31, 2003 is as follows:

Joint Venture

  The Operating Partnership's
Ownership %

 
Macerich Northwestern Associates   50 %
Pacific Premier Retail Trust   51 %
SDG Macerich Properties, L.P.   50 %
West Acres Development   19 %

Westcor Portfolio:

 

 

 
  Regional Malls:      
    Arrowhead Towne Center   33.3 %
    Desert Sky Mall   50 %
    Scottsdale Fashion Square   50 %
    Superstition Springs Center   33.3 %
 
Other Properties/Affiliated Companies:

 

 

 
    Arrowhead Festival   5 %
    Camelback Colonnade   75 %
    Chandler Festival   50 %
    Chandler Gateway   50 %
    East Mesa Land   50 %
    Shops at Gainey Village   50 %
    Hilton Village   50 %
    Lee West   50 %
    Paradise Village Investment Co.   50 %
    Promenade   50 %
    Propcor Associates   25 %
    Propcor II—Boulevard Shops   50 %
    RLR/WV1   50 %
    Scottsdale/101 Associates   46 %

7


        The Operating Partnership also owns all of the non-voting preferred stock of Macerich Management Company, which is generally entitled to dividends equal to 95% of the net cash flow of the Company. Macerich Manhattan Management Company, which has ceased operations, is a wholly owned subsidiary of Macerich Management Company. MPMC, LLC is a single-member Delaware limited liability company and is 100% owned by the Operating Partnership.

        The Company accounts for the Macerich Management Companies and joint ventures using the equity method of accounting. The Company consolidates the accounts for MPMC, LLC.

        Although the Company has a majority ownership interest in Pacific Premier Retail Trust and Camelback Colonnade, the Company shares management control with its joint venture partner and accounts for these joint ventures using the equity method of accounting.

        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 a fixed interest rate of 8.75% payable monthly, until its maturity date of September 30, 2001. On December 28, 2001, the note receivable was paid down by $5,000 and the maturity date was extended to September 30, 2002 at a new fixed interest rate of 9.5%. On July 2, 2002, the note receivable of $74,000 was paid in full.

        MerchantWired LLC was formed by six major mall companies, including the 9.6% interest owned by the Operating Partnership, to provide a private, high-speed IP network to malls across the United States. The members of MerchantWired LLC agreed to sell all their collective membership interests in MerchantWired LLC under the terms of a definitive agreement with Transaction Network Services, Inc. ("TNSI"). The transaction was expected to close in the second quarter of 2002, but TNSI unexpectedly informed the members of MerchantWired LLC that it would not complete the transaction. As a result, MerchantWired LLC shut down its operations and transitioned its customers to alternate service providers. The Company does not anticipate making further cash contributions to MerchantWired LLC and wrote-off their remaining investment of $8,947 in the three months ended June 30, 2002, which is reflected in the equity in income of unconsolidated joint ventures.

        On July 26, 2002, the Operating Partnership acquired Westcor Realty Limited Partnership and its affiliated companies ("Westcor"), which included the joint ventures noted in the above schedule. Westcor is the dominant owner, operator and developer of regional malls and specialty retail assets in the greater Phoenix area. The total purchase price was approximately $1,475,000 including the assumption of $733,000 in existing debt and the issuance of approximately $72,000 of convertible preferred operating partnership units at a price of $36.55 per unit. Additionally, $18,910 of partnership units of Westcor Realty Limited Partnership were issued to limited partners of Westcor which, subject to certain conditions, can be converted on a one for one basis into operating partnership units of the Operating Partnership. The balance of the purchase price was paid in cash which was provided primarily from a $380,000 interim loan, which was subsequently paid in full in 2002, and a $250,000 term loan with a maturity of up to three years with two one-year extension options and with an interest rate ranging from LIBOR plus 2.75% to LIBOR plus 3.00% depending on the Company's overall leverage level.

        On November 8, 2002, the Company purchased its joint venture partner's interest in Panorama City Associates for $23,700. Accordingly, the Company now owns 100% of Panorama City Associates which owns Panorama Mall in Panorama, California. The results of Panorama Mall prior to November 8, 2002 were accounted for using the equity method of accounting.

        On January 31, 2003, the Company purchased its joint venture partner's 50% interest in FlatIron Crossing. Accordingly, the Company now owns 100% of FlatIron Crossing. The purchase price consisted of approximately $68,300 in cash plus the assumption of the joint venture partners share of

8



debt. The results of FlatIron Crossing prior to January 31, 2003 were accounted for using the equity method of accounting.

        The results of Westcor are included for the period subsequent to its date of acquisition on July 26, 2002.

        Combined and condensed balance sheets and statements of operations are presented below for all unconsolidated joint ventures and the Macerich Management Companies.

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

 
  March 31,
2003

  December 31,
2002

Assets:            
  Properties, net   $ 3,256,001   $ 3,577,093
  Other assets     102,872     95,085
   
 
    Total assets   $ 3,358,873   $ 3,672,178
   
 
Liabilities and partners' capital:            
  Mortgage notes payable   $ 2,030,407   $ 2,216,797
  Other liabilities     118,201     118,331
  The Company's capital     553,437     617,205
  Outside partners' capital     656,828     719,845
   
 
    Total liabilitites and partners' capital   $ 3,358,873   $ 3,672,178
   
 

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

 
  Three Months Ended March 31, 2003
 
  SDG
Macerich
Properties, L.P.

  Pacific
Premier
Retail Trust

  Westcor
Joint Ventures

  Other
Joint Ventures

  Macerich
Management
Companies

  Total
Revenues:                                    
  Minimum rents   $ 22,553   $ 26,450   $ 27,688   $ 4,875       $ 81,566
  Percentage rents     1,365     1,054     242     196         2,857
  Tenant recoveries     11,127     9,631     10,713     1,873         33,344
  Management fee                   $ 2,720     2,720
  Other     691     467     288     189     377     2,012
   
 
 
 
 
 
    Total revenues     35,736     37,602     38,931     7,133     3,097     122,499
   
 
 
 
 
 
Expenses:                                    
  Management Company expense                     2,094     2,094
  Shopping center and operating expenses     14,180     10,750     12,426     2,037         39,393
  Interest expense     7,355     11,886     7,923     1,972         29,136
  Depreciation and amortization     6,641     6,057     9,166     845     642     23,351
   
 
 
 
 
 
    Total operating expenses     28,176     28,693     29,515     4,854     2,736     93,974
   
 
 
 
 
 
Gain on sale or write-down of assets     101         793             894
   
 
 
 
 
 
  Net income   $ 7,661   $ 8,909   $ 10,209   $ 2,279   $ 361   $ 29,419
   
 
 
 
 
 
Company's pro rata share of net income   $ 3,831   $ 4,532   $ 4,990   $ 769   $ 344   $ 14,466
   
 
 
 
 
 

9



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

 
  Three Months Ended March 31, 2002
 
 
  SDG
Macerich
Properties, L.P.

  Pacific
Premier
Retail Trust

  Other
Joint Ventures

  Macerich
Management
Companies

  Total
 
Revenues:                                
  Minimum rents   $ 22,717   $ 25,274   $ 5,707       $ 53,698  
  Percentage rents     1,215     914     224         2,353  
  Tenant recoveries     10,330     9,379     1,906         21,615  
  Management fee               $ 2,172     2,172  
  Other     296     434     4,246         4,976  
   
 
 
 
 
 
    Total revenues     34,558     36,001     12,083     2,172     84,814  
   
 
 
 
 
 
Expenses:                                
  Management Company expense                 1,983     1,983  
  Shopping center and operating expenses     12,861     10,531     8,437         31,829  
  Interest expense     7,547     12,104     3,762     (90 )   23,323  
  Depreciation and amortization     6,402     5,836     6,349     305     18,892  
   
 
 
 
 
 
    Total operating expenses     26,810     28,471     18,548     2,198     76,027  
   
 
 
 
 
 
Loss on sale or write-down of assets (1)             (14,061 )       (14,061 )
   
 
 
 
 
 
  Net income (loss)   $ 7,748   $ 7,530   ($ 20,526 ) ($ 26 ) ($ 5,274 )
   
 
 
 
 
 
Company's pro rata share of net income (loss)   $ 3,874   $ 3,831   ($ 1,374 ) ($ 25 ) $ 6,306  
   
 
 
 
 
 

(1)
In 2002, $13.4 million of the loss in Other Joint Ventures relates to MerchantWired, LLC.

        Significant accounting policies used by the unconsolidated joint ventures and the Macerich 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 $151,959 and $153,147 as of March 31, 2003 and December 31, 2002, respectively. NML is considered a related party because they are a joint venture partner with the Company in Macerich Northwestern Associates. Interest expense incurred on these borrowings amounted to $2,530 and $2,603 for the three months ended March 31, 2003 and 2002, respectively.

10



4.     Property:

        Property is summarized as follows:

 
  March 31,
2003

  December 31,
2002

 
Land   $ 545,540   $ 531,099  
Building improvements     2,773,154     2,489,041  
Tenant improvements     75,736     75,103  
Equipment and furnishings     22,088     22,895  
Construction in progress     140,709     133,536  
   
 
 
      3,557,227     3,251,674  
Less, accumulated depreciation     (429,325 )   (409,497 )
   
 
 
    $ 3,127,902   $ 2,842,177  
   
 
 

        On January 2, 2003, the Company sold its 67% interest in Paradise Village Gateway for approximately $29,400 and recorded a loss on sale of $0.2 million. On January 31, 2003, the Company purchased its joint venture partner's 50% interest in FlatIron Crossing. Accordingly, the Company now owns 100% of FlatIron Crossing. The purchase price consisted of approximately $68.3 million in cash plus the assumption of the joint venture partner's share of debt of $90 million. Additionally, the Company has recorded a gain of $0.1 million on the sale of peripheral land.

        A gain on sale of assets of $13,256 for the three months ending March 31, 2002 is primarily a result of the Company selling Boulder Plaza on March 19, 2002.

11


5.     Mortgage Notes Payable:

        Mortgage notes payable at March 31, 2003 and December 31, 2002 consist of the following:

        Debt premiums represent the excess of the fair value of debt over the principal value of debt assumed in various acquisitions subsequent to March, 1994 (with interest rates ranging from 3.81% to 6.26%). The debt premiums are being amortized into interest expense over the term of the related debt on a straight-lined basis, which approximates the effective interest method. The balances shown below include the unamortized premiums as of March 31, 2003 and December 31, 2002.

 
  Carrying Amount of Notes
   
   
   
 
 
  2003
  2002
   
   
   
 
Property Pledged as Collateral

  Other
  Related
Party

  Other
  Related
Party

  Interest
Rate

  Payment
Terms

  Maturity
Date

 
Consolidated Centers:                                      

Borgata(b)

 

$

16,802

 

 


 

$

16,926

 

 


 

5.39%

 

115(a)

 

2007

 
Capitola Mall       $ 46,353       $ 46,674   7.13%   380(a)   2011  
Carmel Plaza     27,986         28,069       8.18%   202(a)   2009  
Chandler Fashion Center(c)     182,977         183,594       5.48%   1,043(a)   2012  
Chesterfield Towne Center     61,572         61,817       9.07%   548(d)   2024  
Citadel     68,834         69,222       7.20%   554(a)   2008  
Corte Madera, Village at     69,689         69,884       7.75%   516(a)   2009  
Crossroads Mall—Boulder(e)         33,404         33,540   7.08%   244(a)   2010  
Flagstaff Mall(f)     14,813         14,974       5.39%   121(a)   2006  
FlatIron Crossing(g)     145,000               2.23%   interest only   2004  
FlatIron Crossing—Mezzanine(h)     35,000               4.61%   interest only   2004  
Fresno Fashion Fair     67,797         68,001       6.52%   437(a)   2008  
Greeley Mall     13,000         13,281       8.50%   187(a)   2003  
Green Tree Mall/Crossroads—OK/Salisbury(i)     117,714         117,714       7.23%   interest only   2004  
La Encantada(j)     5,365         2,715       3.28%   interest only   2005  
Northwest Arkansas Mall     58,325         58,644       7.33%   434(a)   2009  
Pacific View(k)     87,503         87,739       7.16%   602(a)   2011  
Panorama Mall(l)     32,250               3.21%   interest only   2005  
Paradise Valley Mall(m)     81,826         82,256       5.39%   506(a)   2007  
Paradise Valley Mall(n)     25,205         25,393       5.89%   183(a)   2009  
Paradise Village Gateway(o)             19,524       5.39%   137(a)   (o )
Prescott Gateway(p)     40,651         40,651       3.47%   interest only   2004  
Queens Center     96,880         97,186       6.88%   633(a)   2009  
Queens Center(q)     17,662     17,662           3.84%   interest only   2013  
Rimrock Mall     45,422         45,535       7.45%   320(a)   2011  
Santa Monica Place     83,345         83,556       7.70%   606(a)   2010  
South Plains Mall     62,636         62,823       8.22%   454(a)   2009  
South Towne Center     64,000         64,000       6.61%   interest only   2008  
The Oaks(r)     108,000         108,000       2.51%   interest only   2004  
Valley View Center     51,000         51,000       7.89%   interest only   2006  
Village Plaza(s)     5,790         5,857       5.39%   47(a)   2006  
Village Square I & II(t)     5,061         5,116       5.39%   41(a)   2006  
Vintage Faire Mall     68,413         68,586       7.89%   508(a)   2010  
Westbar(u)     4,395         4,454       4.22%   35(a)   2005  
Westbar(v)     7,736         7,852       4.22%   66(a)   2004  
Westside Pavilion     98,226         98,525       6.67%   628(a)   2008  
   
 
 
 
             
  Grand Total—Consolidated Centers   $ 1,870,875   $ 97,419   $ 1,662,894   $ 80,214              
   
 
 
 
             

12


 
  Carrying Amount of Notes
   
   
   
 
  2003
  2002
   
   
   
Property Pledged as Collateral

  Other
  Related
Party

  Other
  Related
Party

  Interest
Rate

  Payment
Terms

  Maturity
Date

Joint Venture Centers (at pro rata share):                                    

Arizona Lifestyle Galleries (50%)(w)(x)

 

$

903

 

 


 

$

925

 

 


 

3.81%

 

10(a)

 

2004
Arrowhead Towne Center (33.33%)(w)(y)     28,825         28,931       6.38%   187(a)   2011
Boulevard Shops (50%)(w)(z)     4,920         4,824       3.50%   interest only   2004
Broadway Plaza (50%)(w)       $ 34,372       $ 34,576   6.68%   257(a)   2008
Camelback Colonnade (75%)(w)(aa)     26,495         26,818       4.81%   211(a)   2006
Chandler Festival (50%)(w)(ab)     16,222         16,101       3.10%   interest only   2004
Chandler Gateway (50%)(w)(ac)     7,404         7,376       3.10%   interest only   2004
Desert Sky Mall (50%)(w)(ad)     13,903         13,969       5.42%   129(a)   2005
East Mesa Land (50%)(w)(ae)     2,134         2,139       2.28%   10(a)   2004
East Mesa Land (50%)(w)(ae)     638         640       5.39%   3(a)   2006
FlatIron Crossing (50%)(w)(g)             72,500       2.30%   interest only   2004
FlatIron Crossing—Mezzanine (50%)(w)(h)             17,500       4.68%   interest only   2004
Hilton Village (50%)(w)(af)     4,675         4,719       5.39%   35(a)   2007
Pacific Premier Retail Trust (51%)(w):                                    
  Cascade Mall     11,810         11,983       6.50%   122(a)   2014
  Kitsap Mall/Kitsap Place     30,785         30,831       8.06%   230(a)   2010
  Lakewood Mall (ag)     64,770         64,770       7.20%   interest only   2005
  Lakewood Mall (ah)     8,224         8,224       3.75%   interest only   2003
  Los Cerritos Center     58,316         58,537       7.13%   421(a)   2006
  North Point Plaza     1,648         1,669       6.50%   16(a)   2015
  Redmond Town Center—Retail     30,733         30,910       6.50%   224(a)   2011
  Redmond Town Center—Office         42,440         42,837   6.77%   370(a)   2009
  Stonewood Mall     39,562         39,653       7.41%   275(a)   2010
  Washington Square     56,854         57,161       6.70%   421(a)   2009
  Washington Square Too     5,777         5,843       6.50%   53(a)   2016
Promenade (50%)(w)(ai)     2,591         2,617       5.39%   20(a)   2006
PVIC Ground Leases (50%)(w)(aj)     3,960         3,991       5.39%   28(a)   2006
PVOP II (50%)(w)(ak)     1,571         1,583       5.85%   12(a)   2009
Scottsdale Fashion Square—Series I (50%)(w)(al)     83,695         84,024       5.39%   interest only   2007
Scottsdale Fashion Square—Series II (50%)(w)(am)     37,123         37,346       5.39%   interest only   2007
SDG Macerich Properties L.P. (50%)(w)(an)     183,683         183,922       6.54%   1,120(a)   2006
SDG Macerich Properties L.P. (50%)(w)(an)     92,250         92,250       1.85%   interest only   2003
SDG Macerich Properties L.P. (50%)(w)(an)     40,700         40,700       1.72%   interest only   2006
Shops at Gainey Village (50%)(w)(ao)     11,310         11,342       3.29%   interest only   2004
Superstition Springs (33.33%)(w)(ap)     16,361         16,401       2.28%   interest only   2004
Superstition Springs (33.33%)(w)(ap)     4,887         4,908       5.39%   interest only   2006
Village Center (50%)(w)(aq)     3,930         3,971       5.39%   31(a)   2006
Village Crossroads (50%)(w)(ar)     2,534         2,559       4.81%   19(a)   2005
Village Fair North (50%)(w)(as)     6,159         6,193       5.89%   41(a)   2008
West Acres Center (19%)(w)     7,169         7,222       6.52%   57(a)   2009
West Acres Center (19%)(w)     1,843         1,853       9.17%   18(a)   2009
   
 
 
 
           
Grand Total—Joint Venture Centers   $ 914,364   $ 76,812   $ 1,006,905   $ 77,413            
   
 
 
 
           
Grand Total—All Centers   $ 2,785,239   $ 174,231   $ 2,669,799   $ 157,627            
   
 
 
 
           
Less unamortized debt premiums     22,036         35,847                
   
 
 
 
           
Grand Total—excluding unamortized debt premiums   $ 2,763,203   $ 174,231   $ 2,633,952   $ 157,627            
   
 
 
 
           

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

(b)
At March 31, 2003 and December 31, 2002, the unamortized premium was $1,344 and $1,417, respectively.

(c)
On October 21, 2002, the Company refinanced the debt on Chandler Fashion Center. The prior loan was paid in full and a new note was issued for $184,000 bearing interest at a fixed rate of 5.48% and maturing November 1, 2012.

(d)
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 $140 and $159 for the three months ended March 31, 2003 and 2002, respectively.

(e)
This note was issued at a discount. The discount is being amortized over the life of the loan using the effective interest method. At March 31, 2003 and December 31, 2002, the unamortized discount was $256 and $264, respectively.

(f)
At March 31, 2003 and December 31, 2002, the unamortized premium was $807 and $878, respectively.

(g)
The property has a permanent interest only loan bearing interest at LIBOR plus 0.92%. At March 31, 2003 and December 31, 2002, the total interest rate was 2.23% and 2.30%, respectively. This variable rate debt is covered by an interest rate cap agreement which effectively prevents the interest rate from exceeding 8%. In April 2003, the Company negotiated a new $200,000 ten year loan at a fixed interest rate of 5.23%. The current $145,000 floating loan will be paid off upon closing of the transaction which is anticipated to be in October, 2003.

(h)
This loan is interest only bearing interest at LIBOR plus 3.30%. At March 31, 2003 and December 31, 2002, the total interest rate was 4.61% and 4.68%, respectively. This variable rate debt is covered by an interest rate cap agreement which effectively prevents the interest rate from exceeding 8%. The loan is collateralized by the Company's interest in the FlatIron Crossing Shopping Center. The current $35,000 floating rate loan will be paid off upon closing of the new $200,000 loan described in Note (g) above.

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

(j)
This represents a construction loan which shall not exceed $51,000 bearing interest at LIBOR plus 2.0%. At March 31, 2003 and December 31, 2002, the total interest rate was 3.28% and 3.40%, respectively.

(k)
This loan was issued on July 10, 2001 for $89,000, and may be increased up to $96,000 subject to certain conditions. In April 2003, the additional $7,000 was funded at a fixed rate of 7.0% until maturity.

(l)
In January, 2003, the Company placed a $32,250 floating rate note on the property bearing interest at LIBOR plus 1.65% and maturing December 31, 2005. The total interest rate at March 31, 2003 was 3.21%.

(m)
At March 31, 2003 and December 31, 2002, the unamortized premium was $2,953 and $3,150, respectively.

(n)
At March 31, 2003 and December 31, 2002, the unamortized premium was $1,784 and $1,857, respectively.

(o)
On January 2, 2003, the Company sold its 67% interest in Paradise Village Gateway.

(p)
This represents a construction loan which shall not exceed $46,300 bearing interest at LIBOR plus 2.25%. At March 31, 2003 and December 31, 2002, the total interest rate was 3.47% and 3.50%, respectively.

(q)
This represents a $225,000 construction loan bearing interest at LIBOR plus 2.50%. The loan converts to a permanent fixed rate loan at 7%, subject to certain conditions including completion of the expansion and redevelopment project.

(r)
Concurrent with the acquisition of the mall, the Company placed a $108,000 loan bearing interest at LIBOR plus 1.15% and maturing July 1, 2004 with three consecutive one year options. $92,000 of the loan is at LIBOR plus 0.7% and $16,000 is at LIBOR plus 3.75%. This variable rate debt is covered by an interest rate cap agreement over two years which effectively prevents the LIBOR interest rate from exceeding 7.10%. At March 31, 2003 and December 31, 2002, the total weighted average interest rate was 2.51% and 2.58%, respectively.

(s)
At March 31, 2003 and December 31, 2002, the unamortized premium was $554 and $592, respectively.

(t)
At March 31, 2003 and December 31, 2002, the unamortized premium was $264 and $287, respectively.

(u)
At March 31, 2003 and December 31, 2002, the unamortized premium was $264 and $302, respectively.

(v)
At March 31, 2003 and December 31, 2002, the unamortized premium was $192 and $245, respectively.

13


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

(x)
At March 31, 2003 and December 31, 2002, the unamortized premium was $23 and $35, respectively

(y)
At March 31, 2003 and December 31, 2002, the unamortized premium was $940 and $968, respectively.

(z)
This represents a construction loan which shall not exceed $13,300 bearing interest at LIBOR plus 2.25%. At March 31, 2003 and December 31, 2002, the weighted average interest rate was 3.5% and 3.57%, respectively.

(aa)
At March 31, 2003 and December 31, 2002, the unamortized premium was $1,735 and $1,893, respectively.

(ab)
This represents a construction loan which shall not exceed $35,000 bearing interest at LIBOR plus 1.60%. At March 31, 2003 and December 31, 2002, the total interest rate was 3.10% and 3.04%, respectively.

(ac)
This represents a construction loan which shall not exceed $17,000 bearing interest at LIBOR plus 2.0%. At March 31, 2003 and December 31, 2002, the total interest rate was 3.10% and 3.55%, respectively.

(ad)
This note originally matured on October 1, 2002. The Company has extended this note to January 1, 2005 at a fixed interest rate of 5.42%.

(ae)
This note was assumed at acquisition. The loan consists of 14 tranches, with a range of maturities from 36 months (with two 18-month extension options) to 60 months. The variable rate debt ranges from LIBOR plus 60 basis points to LIBOR plus 250 basis points, and fixed rate debt ranges from 5.01% to 6.18%. An interest rate swap was entered into to convert $1,482 of floating rate debt with a weighted average interest rate of 3.97% to a fixed rate of 5.39%. The interest rate swap has been designated as a hedge in accordance with SFAS 133. Additionally, interest rate caps were entered into on a portion of the debt and reverse interest rate caps were simultaneously sold to offset the effect of the interest rate cap agreements. These interest rate caps do not qualify for hedge accounting in accordance with SFAS 133.

(af)
At March 31, 2003 and December 31, 2002, the unamortized premium was $444 and $474, respectively.

(ag)
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 March 31, 2003 and December 31, 2002.

(ah)
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 2003. The Company is currently negotiating a two-year loan extension with the lender. At March 31, 2003 and December 31, 2002, the total interest rate was 3.75%.

(ai)
At March 31, 2003 and December 31, 2002, the unamortized premium was $244 and $262, respectively.

(aj)
At March 31, 2003 and December 31, 2002, the unamortized premium was $185 and $200, respectively.

(ak)
At March 31, 2003 and December 31, 2002, the unamortized premium was $112 and $117, respectively.

(al)
At March 31, 2003 and December 31, 2002, the unamortized premium was $5,695 and $6,024, respectively.

(am)
At March 31, 2003 and December 31, 2002, the unamortized premium was $3,870 and $4,093, respectively.

(an)
In connection with the acquisition of these Centers, the joint venture assumed $485,000 of mortgage notes payable which are collateralized 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 March 31, 2003 and December 31, 2002, the unamortized balance of the debt premium was $10,266 and $10,744, 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 1.85% and 1.92% at March 31, 2003 and December 31, 2002, respectively. This variable rate debt is covered by interest rate cap agreements, which effectively prevents the interest rate from exceeding 11.53%. Management of this joint venture expects to close on the refinancing of the $184,500 of debt in May 2003.
(ao)
This represents a construction loan which shall not exceed $23,300 bearing interest at LIBOR plus 2.0%. At March 31, 2003 and December 31, 2002, the total interest rate was 3.29% and 3.44%, respectively.

(ap)
This note was assumed at acquisition. The loan consists of 14 tranches, with a range of maturities from 36 months (with two 18-month extension options) to 60 months. The variable rate debt ranges from LIBOR plus 60 basis points to LIBOR plus 250 basis points, and fixed rate debt ranges from 5.01% to 6.18%. An interest rate swap was entered into to convert $11,363 of floating rate debt with a weighted average interest rate of 3.97% to a fixed rate of 5.39%. The interest rate swap has been designated as a hedge in accordance with SFAS 133. Additionally, interest rate caps were entered into on a portion of the debt and reverse interest rate caps were simultaneously sold to offset the effect of the interest rate cap agreements. These interest rate caps do not qualify for hedge accounting in accordance with SFAS 133.

(aq)
At March 31, 2003 and December 31, 2002, the unamortized premium was $210 and $227, respectively.

(ar)
At March 31, 2003 and December 31, 2002, the unamortized premium was $160 and $176, respectively.

(as)
At March 31, 2003 and December 31, 2002, the unamortized premium was $256 and $268, respectively.

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

        Total interest expense capitalized, (including the pro rata share of joint ventures of $356 and $134, during the three months ended March 31, 2003 and 2002), was $2,879 and $1,697 for the three months ending March 31, 2003 and 2002, respectively.

        The fair value of mortgage notes payable, (including the pro rata share of joint ventures of $1,040,146 and $1,083,313 at March 31, 2003 and December 31, 2002 respectively), is estimated to be approximately $3,122,909 and $2,826,539, at March 31, 2003 and December 31, 2002, respectively, based on current interest rates for comparable loans.

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6.     Bank and Other Notes Payable:

        The Company had a credit facility of $200,000 with a maturity of July 26, 2002, with a right to extend the facility to May 26, 2003 subject to certain conditions. On July 26, 2002, the Company replaced the $200,000 credit facility with a new $425,000 revolving line of credit. This increased revolving line of credit has a three-year term plus a one-year extension. The interest rate fluctuates from LIBOR plus 1.75% to LIBOR plus 3.00% depending on the Company's overall leverage level. As of March 31, 2003 and December 31, 2002, $382,000 and $344,000 of borrowings were outstanding under this credit facility at an average interest rate of 4.32% and 4.72%, respectively. The Company, through its acquisition of Westcor, has an interest rate swap with a $50,000 notional amount. The swap matures December 1, 2003, and was designated as a cash flow hedge. This swap will serve to reduce exposure to interest rate risk effectively converting the LIBOR rate on $50,000 of the Company's variable interest rate borrowings to a rate of 3.215%. The swap is reported at fair value, with changes in fair value recorded as a component of other comprehensive income. Net receipts or payments under the agreement will be recorded as an adjustment to interest expense.

        Concurrent with the acquisition of Westcor (See Note 3), the Company placed a $380,000 interim loan with a term of up to six months plus two six-month extension options bearing interest at an average rate of LIBOR plus 3.25% and a $250,000 term loan with a maturity of up to three years with two one-year extension options and an interest rate ranging from LIBOR plus 2.75% to LIBOR plus 3.00% depending on the Company's overall leverage level. On November 27, 2002, the entire interim loan was paid off. At March 31, 2003 and December 31, 2002, $204,800 of the term loan was outstanding at an interest rate of 4.34% and 4.78%, respectively.

        Additionally, as of March 31, 2003, the Company has obtained $4,627 in letters of credit guaranteeing performance by the Company of certain obligations relating to the Centers. The Company does not believe that these letters of credit will result in a liability to the Company.

7.     Convertible Debentures:

        During 1997, the Company issued and sold $161,400 of its convertible subordinated debentures (the "Debentures"). The Debentures, which were sold at par, with an interest rate of 7.25% annually (payable semi-annually) and were 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. In December 2001, the Company purchased and retired an additional $25,700 of the Debentures. The Debentures matured on December 15, 2002 and were repaid in full on December 13, 2002 with the Company's revolving credit facility.

8.     Related-Party Transactions:

        The Company engaged the Macerich Management Companies to manage the operations of certain properties and unconsolidated joint ventures. For the three months ending March 31, 2003 and 2002, management fees of $1,912 and $1,873 respectively, were paid to the Macerich Management Companies by the joint ventures. For the three months ending March 31, 2003, management fees of $1,285 for the unconsolidated entities were paid to the Westcor Management Companies by the Company.

        Certain mortgage notes are held by one of the Company's joint venture partners, NML. Interest expense in connection with these notes was $1,415 for the three months ended March 31, 2003; and $1,445 for the three months ended March 31, 2002, respectively. Included in accounts payable and accrued expenses is interest payable to NML of $256 and $261 at March 31, 2003 and 2002, respectively.

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        As of March 31, 2003 and December 31, 2002, the Company has loans to unconsolidated joint ventures of $36,304 and $28,533, respectively. These loans represent initial funds advanced to development stage projects prior to construction loan fundings. Correspondingly, loans payable from unconsolidated joint ventures in this same amount have been accrued as an obligation of various joint ventures.

        Certain executive officers have outstanding loans from the Company totaling $3,000. These loans are full recourse to the executives and were issued under the terms of the employee stock incentive plan, bear interest at 7%, are due in 2007 and 2009 and are collateralized by Company common stock owned by the executives. These loans receivable are included in other assets at March 31, 2003 and December 31, 2002.

        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.

9.     Commitments and Contingencies:

        The Company has certain properties subject to noncancellable operating ground leases. The leases expire at various times through 2098, 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 $309 and $323 for the three months ended March 31, 2003 and 2002, respectively. No contingent rent was incurred in either period.

        The Company is currently redeveloping Queens Center. Total costs are expected to be between $250,000 and $275,000, of which the Company has already incurred $85,772 and $59,561 for the period ended March 31, 2003 and for the year ended December 31, 2002, respectively.

        The Company has a 3.3% interest in Constellation Real Technologies, LLC, a joint venture investing in real estate technology initiatives and opportunities. The Company funded $959 in 2001 and has committed, subject to certain conditions, to fund up to an additional $330 in 2003 and $330 in 2004 to this joint venture.

        Perchloroethylene ("PCE") has been detected in soil and groundwater in the vicinity of a dry cleaning establishment at North Valley Plaza, formerly owned by a joint venture of which the Company was a 50% member. The property was sold on December 18, 1997. The California Department of Toxic Substances Control ("DTSC") advised the Company in 1995 that very low levels of Dichloroethylene ("1,2 DCE"), a degradation byproduct of PCE, had been detected in a municipal water well located 1/4 mile west of the dry cleaners, and that the dry cleaning facility may have contributed to the introduction of 1,2 DCE into the water well. According to DTSC, the maximum contaminant level ("MCL") for 1,2 DCE which is permitted in drinking water is 6 parts per billion ("ppb"). The 1,2 DCE was detected in the water well at a concentration of 1.2 ppb, which is below the MCL. The Company has retained an environmental consultant and has initiated extensive testing of the site. 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. Approximately $40 and $19 have already been incurred by the joint venture for remediation, professional and legal fees for the three months ending March 31, 2003 and 2002, respectively. The joint venture has been sharing costs with former owners of the property.

        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 included a reserve of $3,300 to cover future removal of this asbestos, as necessary. The

16



Company incurred $0 and $45 in remediation costs for the three months ending March 31, 2003 and 2002, respectively. An additional $2,362 remains reserved at March 31, 2003.

        Dry cleaning chemicals have been detected in soil and groundwater in the vicinity of a former dry cleaning establishment at Bristol Center. The Santa Ana Regional Water Quality Control Board ("RWQCB") has been notified of the release. The Company has retained an environmental consultant who assessed and characterized the extent of the chemicals that are present in soil and groundwater and has developed a remedial action plan, which was approved by the RWQCB. The Company has subsequently completed the remediation activities of the site in accordance with the approved workplan and has submitted a closure report requesting no futher action. A reserve was established in 2002 for $680 of which $263 was paid during the three months ended March 31, 2003. An additional $205 remains reserved at March 31, 2003.

10.     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.

        On June 16, 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 in 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 Stockholder 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.

11.     Common Stock Offerings:

        On February 28, 2002, the Company issued 1,968,957 common shares with total net proceeds of $51,941. The proceeds from the sale of the common shares were used principally to finance a portion of the Queens Center expansion and redevelopment project and for general corporate purposes.

        On November 27, 2002, the Company issued 15,200,000 common shares with total net proceeds of $420,300. The proceeds of the offering were used to pay off a $380,000 interim loan incurred concurrent with the Westcor acquisition and a portion of other acquisition debt.

12.     Westcor Acquisition:

        On July 26, 2002, the Operating Partnership acquired Westcor Realty Limited Partnership and its affiliated companies ("Westcor"). Westcor is the dominant owner, operator and developer of regional

17



malls and specialty retail assets in the greater Phoenix area. The total purchase price was approximately $1,475,000 including the assumption of $733,000 in existing debt and the issuance of approximately $72,000 of convertible preferred operating partnership units at a price of $36.55 per unit. Additionally, $18,910 of partnership units of Westcor Realty Limited Partnership were issued to limited partners of Westcor which, subject to certain conditions, can be converted on a one for one basis into operating partnership units of the Operating Partnership. The balance of the purchase price was paid in cash which was provided primarily from a $380,000 interim loan, which was subsequently paid in full in 2002, and a $250,000 term loan with a maturity of up to three years with two one-year extension options and an interest rate ranging from LIBOR plus 2.75% to LIBOR plus 3.00% depending on the Company's overall leverage level.

        On an unaudited pro forma basis, reflecting the acquisition of Westcor as if it had occurred on January 1, 2002, the Company would have reflected net income available to common stockholders of $17,468 for the three months ended March 31, 2002. Net income available to common stockholders on a diluted per share basis would be $0.47 for the three months ended March 31, 2002. Total consolidated revenues of the Company would have been $104,594 for the three months ended March 31, 2002.

        The condensed balance sheet of Westcor presented below is as of the date of acquisition:

Property, net   $ 769,362
Investments in unconsolidated joint ventures     363,600
Other assets     37,155
   
  Total assets   $ 1,170,117
   
Mortgage notes payable   $ 373,453
Other liabilities     33,924
   
  Total liabilities     407,377
   
  Total partners' capital     762,740
   
  Total liabilities and partners' capital   $ 1,170,117
   

        The purchase price allocation adjustments included in the Company's balance sheet as of March 31, 2003 are based on information available at this time. Subsequent adjustments to the allocation may be made based on additional information.

13.     Subsequent Events:

        On April 24, 2003, the Company obtained a construction loan for Scottsdale 101. The loan shall not exceed $54,000 bearing interest of LIBOR plus 2.25%. The loan will be funded as construction costs are incurred.

        On May 1, 2003, a dividend/distribution of $0.57 per share was declared for common stockholders and OP unit holders of record on May 20, 2003. In addition, the Company declared a dividend of $0.57 on the Company's Series A Preferred Stock and a dividend of $0.57 on the Company's Series B Preferred Stock. All dividends/distributions will be payable on June 10, 2003.

        The Company has reached agreement with its bank group to issue $250,000 in unsecured notes maturing in May 2007. The proceeds will be used to pay down, and create more availability under, the Company's line of credit. The financing closed on May 13, 2003.

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

General Background and Performance Measurement

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

        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 balance sheet of the Company as of March 31, 2003 and also compares the activities for the three months ended March 31, 2003 to the activities for the three months ended March 31, 2002. This information should be read in conjunction with the accompanying consolidated financial statements and notes thereto. These financial statements include all adjustments, which are, in the opinion of management, necessary to reflect the fair representation of the results for the interim periods presented and all such adjustments are of a normal recurring nature.

Forward-Looking Statements

        This quarterly report on Form 10-Q contains or incorporates statements that constitute forward-looking statements. Those statements appear in a number of places in this Form 10-Q and include statements regarding, among other matters, the Company's growth, acquisition, redevelopment and development opportunities, the Company's acquisition and other strategies, regulatory matters pertaining to compliance with governmental regulations and other factors affecting the Company's financial condition or results of operations. Words such as "expects," "anticipates," "intends," "projects," "predicts," "plans," "believes," "seeks," "estimates," and "should" and variations of these words and similar expressions, are used in many cases to identify these forward-looking statements. Stockholders are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks, uncertainties and other factors that may cause actual results, performance or achievements of the Company or industry to vary materially from the Company's future results, performance or achievements, or those of the industry, expressed or implied in such forward-looking statements. Such factors include the matters described herein and the following factors 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

19



fluctuations and operating expenses; adverse changes in the real estate markets including, among other things, competition from other companies, retail formats and technologies, risks of real estate redevelopment, development, acquisitions and dispositions; governmental actions and initiatives (including legislative and regulatory changes); environmental and safety requirements; and terrorist activities that could adversely affect all of the above factors. The Company will not update any forward-looking information to reflect actual results or changes in the factors affecting the forward-looking information.

Statement on Critical Accounting Policies

        The Securities and Exchange Commission ("SEC") defines "critical accounting policies" as those that require application of management's most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain and may change in subsequent periods.

        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 financial statements and the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

        Some of these estimates and assumptions include judgments on revenue recognition, estimates for common area maintenance and real estate tax accruals, provisions for uncollectable accounts and estimates for environmental matters. The Company's significant accounting policies are described in more detail in Note 2 of the audited consolidated financial statements included in the Company's Annual Report on Form 10K for the year ended December 31, 2002. However, the following policies could be deemed to be critical within the SEC definition.

Revenue Recognition:

        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." Currently, 22% of the mall and freestanding leases contain provisions for CPI rent increases, periodically throughout the term of the lease. 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. Percentage rents are recognized on an accrual basis in accordance with Statement of Accounting Bulletin 101. Recoveries from tenants for real estate taxes, insurance and other shopping center operating expenses are recognized as revenues in the period the applicable expenses are incurred.

Property:

        Costs related to the development, redevelopment, construction and improvement of properties are capitalized and depreciated as outlined below. Interest incurred or imputed on development, redevelopment and construction projects are capitalized until construction is substantially complete.

        Maintenance and repairs expenses are charged to operations as incurred. Costs for major replacements and betterments, which includes HVAC equipment, roofs, parking lots, etc. are capitalized and depreciated over their estimated useful lives. Realized gains and losses are recognized upon disposal or retirement of the related assets and are reflected in earnings.

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        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 accounts for all acquisitions entered into subsequent to June 30, 2001 in accordance with SFAS 141. The Company will determine a fair value for assets and liabilities acquired, which generally consist of land, buildings, acquired in-place leases and debt. Acquired in-place leases are valued based on the present value of the difference between prevailing market rates and the in-place rates over the remaining lease term. The fair value of debt is determined based upon the present value of the difference between prevailing market rates for similar debt and the face value of the debt over the remaining term of the debt.

        When the Company acquires real estate properties, the Company allocates the components of these acquisitions using relative fair values computed using its estimates and assumptions. These estimates and assumptions impact the amount of costs allocated between land and different categories of land improvements as well as the amount of costs assigned to individual properties in multiple property acquisitions. These allocations also impact depreciation expense and gains or losses recorded on future sales of properties.

        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 as the difference between the carrying value and the fair value of a center.

Deferred Charges:

        Costs relating to obtaining tenant leases are deferred and amortized over the initial term of the agreement using the straight-line method. Cost relating to financing of shopping center properties are deferred and amortized over the life of the related loan using the straight-line method, which approximates the effective interest method. The range of the terms of agreements are as follows:

Deferred lease costs   1—20 years
Deferred financing costs   1—15 years

Off-Balance Sheet Arrangements:

Debt guarantees:

        The Company has an ownership interest in a number of joint ventures as detailed in Note 3 to the Company's Consolidated Financial Statements included herein. The Company accounts for those investments using the equity method of accounting and those investments are reflected on the Consolidated Balance Sheets of the Company as "Investments in Unconsolidated Joint Ventures and the Management Companies." A pro rata share of the mortgage debt on these properties is shown in Note 5 to the Company's Consolidated Financial Statements included herein. In addition, the following joint ventures also have debt that could become recourse debt to the Company or its subsidiaries, in

21



excess of its pro rata share, should the partnership be unable to discharge the obligations of the related debt:

Asset/Property
  Maximum amount of debt
principal that could be
recourse to the Company

  Maturity Date
Boulevard Shops   $ 9,839   1/1/2004
Chandler Festival     16,222   4/27/2004
Chandler Gateway     7,404   9/20/2004
Scottsdale 101     54,000   5/1/2006
Shops at Gainey Village     5,655   4/26/2004
   
   
Total   $ 93,120    
   
   

        Additionally, as of March 31, 2003, the Company has obtained $4.6 million in letters of credit guaranteeing performance by the Company of certain obligations relating to the Centers. The Company does not believe that these letters of credit will result in a liability to the Company.

Recent Transactions

        The following table reflects the Company's acquisitions in 2002.

Property/Entity

  Date Acquired
  Location
The Oaks   June 10, 2002   Thousand Oaks, California
Westcor Realty Limited Partnership   July 26, 2002   Nine regional and super-regional malls in Phoenix and Colorado and 18 urban villages or community centers. The aggregate gross leasable area was approximately 14.1 million square feet. Additionally, the portfolio included two retail properties under development, as well as rights to over 1,000 acres of undeveloped land.

        On March 19, 2002, the Company sold Boulder Plaza, a 159,238 square foot community center in Boulder, Colorado for $24.7 million. The proceeds from the sale were used for general corporate purposes.

        On June 10, 2002, the Company acquired The Oaks, a 1.1 million square foot super-regional mall in Thousand Oaks, California. The total purchase price was $152.5 million and was funded with $108.0 million of debt, bearing interest at LIBOR plus 1.15%, placed concurrently with the acquisition. The balance of the purchase price was funded by cash and borrowings under the Company's line of credit. The Oaks is referred to herein as the "Acquisition Center."

        On July 26, 2002, the Operating Partnership acquired Westcor Realty Limited Partnership and its affiliated companies ("Westcor"). The total purchase price was approximately $1.475 billion including the assumption of $733 million in existing debt and the issuance of approximately $72 million of convertible preferred operating partnership units at a price of $36.55 per unit. Additionally, $18.9 million of partnership units of Westcor Realty Limited Partnership were issued to limited partners of Westcor which, subject to certain conditions, can be converted on a one for one basis into operating partnership units of the Operating Partnership. The balance of the purchase price was paid in cash which was provided primarily from a $380 million Interim Credit Facility, which was subsequently paid in full in 2002, and a $250 million Term Loan with a maturity of up to three years with two one-year extension options and with an interest rate ranging from LIBOR plus 2.75% to LIBOR plus 3.00% depending on the Company's overall leverage level.

        On November 8, 2002, the Company purchased its joint venture partner's interest in Panorama City Associates, which owns Panorama Mall in Panorama, California. The purchase price was approximately $23.7 million.

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        On December 24, 2002, the former Montgomery Ward site at Pacific View Mall in Ventura, California was sold for approximately $15.4 million. The proceeds from the sale were used to repay a portion of the Term Loan.

        On January 2, 2003, the Company sold its 67% interest in Paradise Village Gateway, a 296,153 square foot Phoenix area urban village, for approximately $29.4 million. The proceeds from the sale were used to repay a portion of the Term Loan.

        On January 31, 2003, the Company purchased its joint venture partner's 50% interest in FlatIron Crossing. The purchase price consisted of approximately $68.3 million in cash plus the assumption of the joint venture partner's share of debt.

        A portion of the Westcor portfolio are joint ventures and the properties 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 acquisition of The Oaks and the Westcor portfolio during 2002. Many factors impact the Company's ability to acquire additional properties, including the availability and cost of capital, the Company's overall debt to market capitalization level, interest rates and the availability of potential acquisition targets that meet the Company's criteria. Crossroads Mall-Boulder, Parklane Mall and Queens Center are currently under redevelopment and are referred to herein as the "Redevelopment Centers." All other Centers, excluding the Redevelopment Centers, the two development properties, the Acquisition Center and the Westcor portfolio 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 for the three months ended March 31, 2003 was $0.5 million compared to ($0.2) million for the three months ended March 31, 2002. Additionally, the Company recognized through equity in income of unconsolidated joint ventures, $0.6 million as its pro rata share of straight-lined rents from joint ventures for the three months ended March 31, 2003 compared to $0.2 million for the three months ended March 31, 2002. As a result of the Company structuring the majority of its new leases using annual Consumer Price Index ("CPI") increases, which generally do not require straight-lining treatment, straight-line rent would have decreased, but are offset by increases of $1.3 million relating to the acquisitions of The Oaks and Westcor portfolio during 2002. Currently, 22% of the mall and freestanding leases contain provisions for CPI rent increases periodically throughout the term of the lease. 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.

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Risk Factors

        The Company's historical growth in revenues, net income and Funds From Operations have been closely tied to the acquisition and redevelopment of shopping centers. Many factors, including the availability and cost of capital, the Company's total amount of debt outstanding, interest rates and the availability of attractive acquisition targets, among others, will affect the Company's ability to acquire and redevelop additional properties in the future. The Company may not be successful in pursuing acquisition opportunities and newly acquired properties may not perform as well as expected in terms of achieving the anticipated financial and operating results. Increased competition for acquisitions may impact adversely the Company's ability to acquire additional properties on favorable terms. Expenses arising from the Company's efforts to complete acquisitions, redevelop properties or increase its market penetration may have an adverse effect on its business, financial condition and results of operations. In addition, the following describes some of the other significant factors that may impact the Company's future results of operations.

        General Factors Affecting the Centers; Competition:    Real property investments are subject to varying degrees of risk that may affect the ability of the Centers to generate sufficient revenues to meet operating and other expenses, including debt service, lease payments, capital expenditures and tenant improvements, and to make distributions to the Company and the Company's stockholders. Income from shopping center properties may be adversely affected by a number of factors, including: the national economic climate; the regional and local economy (which may be adversely impacted by plant closings, industry slowdowns, union activities, adverse weather conditions, natural disasters, terrorist activities, and other factors); local real estate conditions (such as an oversupply of, or a reduction in demand for, retail space or retail goods and the availability and creditworthiness of current and prospective tenants); perceptions by retailers or shoppers of the safety, convenience and attractiveness of the shopping center; and increased costs of maintenance, insurance and operations (including real estate taxes). A significant percentage of the Centers are located in California and the Westcor centers are concentrated in Arizona. To the extent that economic or other factors affect California or Arizona (or their respective regions generally) more severely than other areas of the country, the negative impact on the Company's economic performance could be significant. There are numerous shopping facilities that compete with the Centers in attracting tenants to lease space, and an increasing number of new retail formats and technologies other than retail shopping centers that compete with the Centers for retail sales. Increased competition could adversely affect the Company's revenues. Income from shopping center properties and shopping center values are also affected by such factors as applicable laws and regulations, including tax, environmental, safety and zoning laws, interest rate levels and the availability and cost of financing.

        Dependence on Tenants:    The Company's revenues and funds available for distribution would be adversely affected if a significant number of the Company's lessees were unable (due to poor operating results, bankruptcy, terrorist activities or other reasons) to meet their obligations, if the Company were unable to lease a significant amount of space in the Centers on economically favorable terms, or if for any reason, the Company were unable to collect a significant amount of rental payments. A decision by a department store or another significant tenant to cease operations at a Center could also have an adverse effect on the Company. In addition, mergers, acquisitions, consolidations, dispositions or bankruptcies in the retail industry could result in the loss of tenants at one or more Centers. Furthermore, if the store sales of retailers operating in the Centers were to decline sufficiently, tenants might be unable to pay their minimum rents or expense recovery charges. In the event of a default by a lessee, the Center may also experience delays and costs in enforcing its rights as lessor.

        Real Estate Development Risks:    Through the Company's acquisition of Westcor, its business strategy has expanded to include the selective development and construction of retail properties. Any development, redevelopment and construction activities that the Company undertakes will be subject to the risks of real estate development, including lack of financing, construction delays, environmental

24



requirements, budget overruns, sunk costs and lease-up. Furthermore, occupancy rates and rents at a newly completed property may not be sufficient to make the property profitable. Real estate development activities are also subject to risks relating to the inability to obtain, or delays in obtaining, all necessary zoning, land-use, building, occupancy and other required governmental permits and authorizations. If any of the above events occur, the ability to pay distributions and service the Company's indebtedness could be adversely affected.

Comparison of Three Months Ended March 31, 2003 and 2002

Revenues

        Minimum and percentage rents increased by 47.9% to $73.8 million in 2003 from $49.9 million in 2002. Approximately $19.0 million relates to the Westcor portfolio, $3.5 million relates to the Acquisition Center, $1.1 million relates to the Company acquiring 50% of its joint venture partner's interest in Panorama Mall and $0.7 million of the increase is attributed to the Same Centers primarily due to releasing space at higher rents. This is offset by a $0.2 million decrease relating to the Redevelopment Centers.

        On July 1, 2001, the Company adopted SFAS No. 141, "Business Combinations" ("SFAS 141"). SFAS 141 requires that the purchase method of accounting be used for all business combinations for which the date of acquisition is after June 30, 2001. SFAS 141 also establishes specific criteria for the recognition of intangible assets such as acquired in-place leases. The Company has determined that the impact of SFAS 141 on acquisitions that occurred during 2002 was to recognize an additional $0.7 million of consolidated revenue which is included in minimum rents for the three months ended March 31, 2003.

        Tenant recoveries increased to $37.0 million in 2003 from $24.6 million in 2002. Approximately $8.3 million relates to the Westcor portfolio, $1.6 million relates to the Acquisition Center, $1.6 million relates to the Same Centers, $0.4 million relates to the Redevelopment Centers and $0.5 million relates to Panorama Mall.

Expenses

        Shopping center and operating expenses increased to $39.4 million in 2003 compared to $25.7 million in 2002. The increase is a result of $9.5 million related to the Westcor portfolio, the Acquisition Center accounted for $1.6 million of the increase in expenses, $1.1 million relates to increased property taxes, recoverable expenses and bad debt expense at the Redevelopment Centers, $0.6 million of increased property taxes, insurance and other recoverable and non-recoverable expenses at the Same Centers and $0.4 million relates to Panorama Mall.

REIT General and Administrative Expenses

        REIT general and administrative expenses increased to $2.3 million in 2003 from $1.5 million in 2002, primarily due to increases in professional services, travel expenses and stock-based compensation expense.

Interest Expense

        Interest expense increased to $34.0 million in 2003 from $25.1 million in 2002.    Approximately $7.9 million of the increase is related to the debt from the Westcor portfolio, $0.7 million from the Acquisition Center, $0.2 million relates to a new $32.3 million loan placed on Panorama Mall in January 2003 and increased borrowings under the Company's new line of credit, increased interest expense by approximately $2.2 million compared to 2002. In addition, the interest expense relating to the debentures paid off in December 2002 reduced interest expense by $2.3 million in 2003 compared to 2002. Capitalized interest was $2.9 million in 2003, up from $1.7 million in 2002.

25



Depreciation and Amortization

        Depreciation and amortization increased to $23.9 million in 2003 from $16.5 million in 2002. Approximately $0.6 million relates to additional capital costs at the Same Centers, $1.1 million relates to the Acquisition Center, $0.3 relates to Panorama Mall and $5.3 million relates to the Westcor portfolio.

Income from Unconsolidated Joint Ventures and Macerich Management Companies

        The income from unconsolidated joint ventures and the Macerich Management Companies was $14.5 million for 2003, compared to income of $6.3 million in 2002. Pacific Premier Retail Trust's income increased by $0.7 million primarily due to increases in minimum and percentage rents. Additionally, $5.0 million was attributed to the acquisition of the Westcor portfolio which included $0.4 million of revenue relating to SFAS 141. Additionally in 2002, a loss of $2.3 million was included in unconsolidated joint ventures relating to the Company's investment in MerchantWired, LLC.

Discontinued Operations

        A loss of $0.2 million in 2003 relates to the Company's sale of its 67% interest in Paradise Village Gateway on January 2, 2003, compared to a gain of $13.4 million in 2002 as a result of the Company selling Boulder Plaza on March 19, 2002.

Net Income Available to Common Stockholders

        Primarily as a result of the purchase of the Acquisition Center, the Westcor portfolio, the issuance of $420.3 million of equity in November 2002 which was used to pay off debt, and the foregoing results, net income available to common stockholders increased to $19.4 million in 2003 from $17.4 million in 2002. In 2002, the sale of Boulder Plaza resulting in a gain of $13.4 million significantly increased net income available to common stockholders for the three months ending March 31, 2002.

Operating Activities

        Cash flow from operations was $79.7 million in 2003 compared to $39.6 million in 2002. The increase is primarily due to the Westcor portfolio, the Acquisition Center and increased net operating income at the Centers as mentioned above.

Investing Activities

        Cash used in investing activities was $96.0 million in 2003 compared to cash provided by investing activities of $15.6 million in 2002. The change resulted primarily from the Company's purchase of its joint venture partner's 50% interest in FlatIron Crossing, increased distributions from joint ventures and increase in equity in income of unconsolidated joint ventures due to the Westcor portfolio, and a $25.6 million increase in development, redevelopment and expansion of centers primarily due to the Queens Center expansion. This is offset by $18.3 million of proceeds received from the sale of Paradise Village Gateway on January 2, 2003.

Financing Activities

        Cash flow provided by financing activities was $68.5 million in 2003 compared to cash flow used in financing activities of $13.1 million in 2002. The change resulted primarily from the construction loan at Queens Center, the refinancing of Panorama Mall and increased borrowings from the Company's line of credit. This is offset by $52.2 million of net proceeds from equity offerings in the first quarter of 2002.

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Funds From Operations

        Primarily as a result of the acquisitions of the Westcor portfolio, the purchase of the Acquisition Center and the other factors mentioned above, Funds from Operations—Diluted increased 53.9% to $63.3 million in 2003 from $41.1 million in 2002. For the reconciliation of FFO to net income available to common stockholders, see "Funds from Operations."

Liquidity and Capital Resources

        The Company intends to meet its short term liquidity requirements through cash generated from operations, working capital reserves, property secured borrowings and borrowing under the new revolving line of credit. The Company anticipates that revenues will continue to provide necessary funds for its operating expenses and debt service requirements, and to pay dividends to stockholders in accordance with REIT requirements. The Company anticipates that cash generated from operations, together with cash on hand, will be adequate to fund capital expenditures which will not be reimbursed by tenants, other than non-recurring capital expenditures. The following table summarizes capital expenditures incurred at the Centers, including the pro rata share of joint ventures, for the three months ending March 31,

 
  2003
  2002
 
  (Dollars in Millions)

Acquisitions of property and equipment   $ 4.2   $ 2.5
Development, redevelopment and expansion of Centers     35.3     7.3
Renovations of Centers     1.3     0.5
Tenant allowances     1.5     2.5
Deferred leasing charges     3.1     2.7
   
 
  Total   $ 45.4   $ 15.5
   
 

        Management expects similar levels to be incurred in future years for tenant allowances and deferred leasing charges and to incur between $200 million to $300 million in 2003 for development, redevelopment, expansions and renovations, excluding Queens Center expansion and the developments of La Encantada and Scottsdale 101 which will be separately financed as described below. Capital for major expenditures or major developments and redevelopments has been, and is expected to continue to be, obtained from equity or debt financings which include borrowings under the Company's line of credit and construction loans. However, many factors impact the Company's ability to access capital, such as its overall debt level, interest rates, interest coverage ratios and prevailing market conditions.

        On February 28, 2002, the Company issued 1,968,957 common shares with total net proceeds of $52.3 million. The proceeds from the sale of the common shares were used principally to finance a portion of the Queens Center expansion and redevelopment project and for general corporate purposes. The Queens Center expansion and redevelopment is anticipated to cost between $250 million and $275 million. The Company has a $225 million construction loan which converts to a permanent loan at completion and stabilization, which is collateralized by the Queens Center property, to finance the remaining projects costs. Construction began in the second quarter of 2002 with completion estimated to be, in phases, through late 2004 and stabilization expected in 2005.

        The Company has obtained construction loans for $51.0 million and $54.0 million for the developments of La Encantada and Scottsdale 101, respectively. The loans will be funded as construction costs are incurred.

        The Company believes that it will have access to the capital necessary to expand its business in accordance with its strategies for growth and maximizing Funds from Operations. The Company presently intends to obtain additional capital necessary for these purposes through a combination of debt or equity financings, joint ventures and the sale of non-core assets. The Company believes joint

27



venture arrangements have in the past and may in the future provide an attractive alternative to other forms of financing, whether for acquisitions or other business opportunities.

        The Company's total outstanding loan indebtedness at March 31, 2003 was $3.5 billion (including its pro rata share of joint venture debt of $1.0 billion). 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 60% at March 31, 2003. The majority of the Company's debt consists of fixed-rate conventional mortgages payable collateralized by individual properties.

        The Company has filed a shelf registration statement, effective June 6, 2002, to sell securities. The shelf registration is for a total of $1.0 billion of common stock, common stock warrants or common stock rights. The Company sold a total of 15.2 million shares of common stock under this shelf registration on November 27, 2002. The aggregate offering price of this transaction was approximately $440.2 million, leaving approximately $559.8 million available under the shelf registration statement.

        The Company had a credit facility of $200.0 million with a maturity of July 26, 2002 with a right to extend the facility subject to certain conditions. On July 26, 2002, concurrent with the closing of Westcor, the Company replaced this $200.0 million credit facility with a new $425.0 million revolving line of credit. This increased revolving line of credit has a three-year term plus a one-year extension. The interest rate fluctuates from LIBOR plus 1.75% to LIBOR plus 3.00% depending on the Company's overall leverage level. As of March 31, 2003, $382 million was outstanding at an average interest rate of 4.32%.

        The Company had $125.1 million of convertible subordinated debentures (the "Debentures"), which matured December 15, 2002. On December 13, 2002, the Debentures were repaid in full, using the Company's revolving credit facility.

        The Company has a 3.3% interest in Constellation Real Technologies, LLC, a joint venture investing in real estate technology initiatives and opportunities. The Company funded $959 in 2001 and has committed, subject to certain conditions, to fund up to an additional $330 in 2003 and $330 in 2004 to this joint venture.

        At March 31, 2003, the Company had cash and cash equivalents available of $105.8 million.

Funds From Operations:

        The Company uses FFO in addition to net income to report its operating and financial results and considers FFO a supplemental measure for the real estate industry and a supplement to GAAP measures. NAREIT defines FFO as net income (loss) (computed in accordance with GAAP), excluding gains (or losses) from extraordinary items and sales of depreciated operating properties, plus real estate related depreciation and amortization and after adjustments for unconsolidated partnerships and joint ventures. Adjustments for unconsolidated partnerships and joint ventures are calculated to reflect FFO on the same basis. FFO is useful to investors in comparing operating and financial results between periods. This is especially true since FFO excludes real estate depreciation and amortization, as the Company believes real estate values fluctuate based on market conditions rather than depreciating in value ratably on a straight-line basis over time. FFO does not represent cash flow from operations as defined by GAAP, should not be considered as an alternative to net income as defined by GAAP and is not indicative of cash available to fund all cash flow needs. FFO, as presented, may not be comparable to similarly titled measures reported by other real estate investment trusts.

        In compliance with the recently issued Securities and Exchange Commission's Regulation G relating to non-GAAP financial measures, the Company has revised its FFO definition as of January 1, 2003 and for all prior periods presented, to include gain or loss on sales of peripheral land and the effect of SFAS No. 141. The Company's revised definition is in accordance with the definition provided

28



by NAREIT. The gain on sales of land included in FFO for the three months ended March 31, 2003 resulted in an increase of $0.5 million and the inclusion of SFAS No 141 increased FFO by $1.1 million, including the pro rata share of joint ventures of $0.4 million. During the three months ended March 31, 2002, there were no peripheral land sales and no impact of SFAS 141. The following reconciles net income available to common stockholders to FFO:

 
  Three Months Ended March 31,
 
 
  2003
  2002
 
 
  Amount
  Amount
 
 
  (amounts in thousands)

 
Net income available to common stockholders   $ 19,425   $ 17,350  
Adjustments to reconcile net income to FFO—basic:              
  Minority interest     5,145     5,573  
  (Gain) loss on sale or write-down of wholly-owned assets     166     (13,256 )
  (Gain) loss on sale or write-down of assets from unconsolidated entities (pro rata)     (51 )   1,418  
  Depreciation and amortization on wholly owned centers     23,914     16,624  
  Depreciation and amortization on joint ventures and from the management companies (pro rata)     11,657     7,375  
Less: depreciation on personal property and amortization of loan costs and interest rate caps     (2,166 )   (1,411 )
   
 
 
FFO—basic(1)     58,090     33,673  
Additional adjustments to arrive at FFO—diluted:              
  Impact of convertible preferred stock     5,195     5,013  
  Impact of stock options using the treasury method         (n/a antidilutive)  
  Impact of restricted stock using the treasury method     (n/a antidilutive)     (n/a antidilutive)  
  Impact of convertible debentures         2,446  
   
 
 
FFO—diluted(2)   $ 63,285   $ 41,132  
   
 
 

(1)
Calculated based upon basic net income as adjusted to reach basic FFO. As of March 31, 2003 and 2002,13.7 million and 11.2 million of OP Units and Westcor partnership units were outstanding, respectively.

(2)
The computation of FFO—diluted includes the effect of outstanding common stock options and restricted stock using the treasury method. The convertible debentures were dilutive for the three months ended March 31, 2002, and were included in the FFO calculation. The convertible debentures were paid off in full on December 13, 2002. On February 25, 1998, the Company sold $100 million of its Series A Preferred Stock. On June 16, 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 FFO-diluted as they are dilutive to that calculation

        Included in minimum rents were rents attributable to the accounting practice of straight lining of rents. The amount of straight lining of rents, including the Company's pro rata share from joint ventures, that impacted minimum rents was $1.1 million for the three months ended March 31, 2003; and $0.0 million for the three months ended March 31, 2002, respectively. The increase in straight-lining of rents in 2003 compared to 2002 is related to the acquisition of The Oaks and the Westcor portfolio in 2002. These are offset by decreases due to the Company structuring its new leases using rent increased tied to the change in CPI rather than using contractually fixed rent increases.

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, about 7%-12% of the leases expire each year, which enables the Company to replace existing leases with new leases at higher base rents if the rents of the existing leases are below the then existing market rate. Additionally, the majority of the leases require the tenants to pay their pro rata share of operating expenses.

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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, and the implementation of Staff Accounting Bulletin 101, earnings are generally higher in the fourth quarter of each year.

New Pronouncements Issued

        As a result of the adoption of Statement of Financial Accounting Standard ("SFAS") 133 on January 1, 2001, the Company recorded a transition adjustment of approximately $7.1 million to accumulated other comprehensive income related to treasury rate lock transactions settled in prior years. The entire transition adjustment was reflected in the quarter ended March 31, 2001. The Company reclassified approximately $0.3 million for the three months ended March 31, 2003 and 2002 and expects to reclassify approximately $1.3 million from accumulated other comprehensive income to earnings for the year ended December 31, 2003. Additionally, the Company recorded other comprehensive income of $0.2 million related to the mark to market of an interest rate swap agreement.

        On July 1, 2001, the Company adopted SFAS No. 141, "Business Combinations" ("SFAS 141"). SFAS 141 requires that the purchase method of accounting be used for all business combinations for which the date of acquisition is after June 30, 2001. SFAS 141 also establishes specific criteria for the recognition of intangible assets such as acquired in-place leases. The Company has determined that the impact of SFAS 141 on acquisitions that occurred during 2002 was to recognize an additional $1.1 million of minimum rents, including $0.4 million from the joint ventures at pro rata for the three months ending March 31, 2003. A deferred credit of $15.4 million is recorded in "Other Accrued Liabilities of the Company." An additional $6.0 million of deferred credits is recorded in the financial statements of the Company's unconsolidated joint ventures. Accordingly, these deferred credits will be amortized into rental revenues at approximately $3.4 million and $1.6 million per year, respectively for each of the next five years.

        In October 2001, the Financial Accounting Standards Board ("FASB") issued SFAS 144, "Accounting for the Impairment or Disposal of Long-Lived Assets" ("SFAS 144"). SFAS 144 addresses financial accounting and reporting for the impairment or disposal of long-lived assets. This statement supersedes SFAS 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of" ("SFAS 121"). SFAS 144 establishes a single accounting model, based on the framework established in SFAS 121, for long-lived assets to be disposed of by sale. The Company adopted SFAS 144 on January 1, 2002. The Company sold Boulder Plaza on March 19, 2002 and in accordance with SFAS 144 the results of Boulder Plaza for the periods from January 1, 2002 to March 19, 2002 have been reclassified into "discontinued operations" on the consolidated statements of operations. Total revenues associated with Boulder Plaza was approximately $0.5 for the period January 1, 2002 to March 19, 2002. The Company sold Paradise Village Gateway, which was acquired on July 26, 2002, on January 2, 2003 and have recorded a loss on sale of $0.2 million for the three months ending March 31, 2003.

        In May 2002, the FASB issued SFAS No. 145, "Rescission of SFAS Nos. 4, 44, and 64, Amendment of SFAS 13, and Technical Corrections" ("SFAS 145"), which is effective for fiscal years beginning after May 15, 2002. SFAS 145 rescinds SFAS 4, SFAS 44 and SFAS 64 and amends SFAS 13 to modify the accounting for sales-leaseback transactions. SFAS 4 required the classification of gains and losses resulting from extinguishments of debt to be classified as extraordinary items. The Company expects to reclassify a loss of approximately $3.6 million which was incurred in the third and fourth quarters of

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2002, from extraordinary items to continuing operations pursuant to the Company's adoption of SFAS 145 on January 1, 2003.

        In July 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal Activities". SFAS No. 146 requires companies to recognize costs associated with exit or disposal activities when they are incurred rather than at the date of a commitment to an exit or disposal plan. Examples of costs covered by the standard include lease termination costs and certain employee severance costs that are associated with a restructuring, discontinued operation, plant closing, or other exit or disposal activity. SFAS No. 146 is effective prospectively for exit or disposal activities initiated after December 31, 2002. The adoption of SFAS No. 146 did not have any impact on the Company's consolidated financial statements for the period ending March 31, 2003.

        In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based Compensation—Transition and Disclosure, and amendment of FASB Statement No. 123"("SFAS No. 148"). SFAS No. 148 amended SFAS No 123, "Accounting for Stock-Based Compensation", to provide alternative methods of transition for a voluntary change to the fair value based method of accounting for employee stock-based compensation. In addition, SFAS No. 148 amends the disclosure requirements of SFAS No 123 to require prominent disclosure in annual and interim financial statements about the method of accounting for stock-based compensation and its effect on reported results. The disclosure provisions of SFAS No. 148 are included in the accompanying Notes to Consolidated Financial Statements. Prior to the issuance of SFAS No. 148, the Company adopted the provisions of SFAS No. 123 and will prospectively expense all stock options issued subsequent to January 1, 2002. The Company did not issue any stock options to employees for the three months ending March 31, 2003 and 2002 and accordingly, no compensation expense has been recorded in either period.

        In November 2002, the FASB issued FASB Interpretation No. 45, "Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others," which elaborates on required disclosures by a guarantor in its financial statements about obligations under certain guarantees that it has issued and clarifies the need for a guarantor to recognize, at the inception of certain guarantees, a liability for the fair value of the obligation undertaken in issuing the guarantee. The Company has reviewed the provisions of this Interpretation relating to initial recognition and measurement of guarantor liabilities, which are effective for qualifying guarantees entered into or modified after December 31, 2002. The Company has not modified or entered into any qualifying guarantees during the three months ending March 31, 2003.

        In January 2003, the FASB issued FIN 46, "Consolidation of Variable Interest Entities—an interpretation of ARB No. 51." FIN 46 addresses consolidation by business enterprises of variable interest entities, which have one or both of the following characteristics: 1) the equity investment at risk is not sufficient to permit the entity to finance its activities without additional subordinated financial support from other parties, which is provided through other interests that will absorb some or all of the expected losses of the entity, and 2) the equity investors lack an essential characteristic of a controlling financial interest. The Company is in the process of evaluating the effects of FIN 46 which may require the Company to consolidate Macerich Management Company ("MMC") effective January 1, 2004. The Company does not believe there will be any significant impact as a result of consolidating MMC, since MMC is currently accounted for under the equity method in the Company's consolidated financial statements.

Item 3    Quantitative and Qualitative Disclosures About Market Risk

        The Company's primary market risk exposure is interest rate risk. The Company has managed and will continue to manage interest rate risk by (1) maintaining a ratio of fixed rate, long-term debt to total debt such that 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

31



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 March 31, 2003 concerning the Company's long term debt obligations, including principal cash flows by scheduled maturity, weighted average interest rates and estimated fair value ("FV").

 
  For the Years Ended December 31,
   
   
   
 
  2003
  2004
  2005
  2006
  2007
  Thereafter
  Total
  FV
 
  (dollars in thousands)

Consolidated Centers:                                                
Long term debt:                                                
  Fixed rate   $ 28,661   $ 146,768   $ 26,914   $ 96,425   $ 111,956   $ 1,191,305   $ 1,602,029   $ 1,716,498
  Average interest rate     6.96 %   6.94 %   6.95 %   6.94 %   7.06 %   7.06 %   6.96 %  
  Variable rate         328,651     624,414                 953,065     953,065
  Average interest rate         4.24 %   3.21 %               3.74 %  
   
 
 
 
 
 
 
 
Total debt-Consolidated Centers   $ 28,661   $ 475,419   $ 651,328   $ 96,425   $ 111,956   $ 1,191,305   $ 2,555,094   $ 2,669,563
   
 
 
 
 
 
 
 
Joint Venture Centers:                                                
(at Company's pro rata share:)                                                
  Fixed rate   $ 10,338   $ 15,306   $ 95,269   $ 277,842   $ 125,504   $ 261,869   $ 786,128   $ 835,098
  Average interest rate     6.47 %   6.49 %   6.43 %   6.43 %   6.87 %   6.87 %   6.47 %  
  Variable rate     100,658     49,191     187     55,012             205,048     205,048
  Average interest rate     2.21 %   1.72 %   1.72 %   1.72 %           2.21 %  
   
 
 
 
 
 
 
 
Total debt—Joint Ventures   $ 110,996   $ 64,497   $ 95,456   $ 332,854   $ 125,504   $ 261,869   $ 991,176   $ 1,040,146
   
 
 
 
 
 
 
 
Total debt—All Centers   $ 139,657   $ 539,916   $ 746,784   $ 429,279   $ 237,460   $ 1,453,174   $ 3,546,270   $ 3,709,709
   
 
 
 
 
 
 
 

        In 2003, $92.3 million of the floating rate debt maturing will be refinanced in May 2003 and $8.2 million will be extended for two years.

        In addition, the Company has assessed the market risk for its variable rate debt as of March 31, 2003 and believes that a 1% increase in interest rates would decrease future earnings and cash flows by approximately $11.6 million per year based on $1.2 billion outstanding at March 31, 2003.

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

Item 4    Controls and Procedures

        Within the 90-day period before the filing of this report, the chief executive officer and chief financial officer of the Company (collectively, the "certifying officers") have evaluated the effectiveness of the Company's disclosure controls and procedures (as defined in Rule 13a-14 of the Securities Exchange Act of 1934). The certifying officers concluded, based on their evaluation, that the Company's disclosure controls and procedures are effective. There have been no significant changes in the Company's internal controls or in other factors that could significantly affect the Company's internal controls subsequent to the date when the internal controls were evaluated.

32



PART II

OTHER INFORMATION

Item 1    Legal Proceedings

        During the ordinary course of business, the Company, from time to time, is threatened with, or becomes a party to, legal actions and other proceedings. Management is of the opinion that the outcome of currently known actions and proceedings to which it is a party will not, singly or in the aggregate, have a material adverse effect on the Company.

Item 2    Changes in Securities and Use of Proceeds

        None

Item 3    Defaults Upon Senior Securities

        None

Item 4    Submission of Matters to a Vote of Security Holders

        None

Item 5    Other Information

        None

Item 6    Exhibits and Reports on Form 8-K

33



SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: May 14, 2003   THE MACERICH COMPANY

 

 

 

 
    By: /s/  THOMAS E. O'HERN      
Thomas E. O'Hern
Executive Vice President and
Chief Financial Officer

 

 

 

 

34



SECTION 302 CERTIFICATION

        I, Arthur Coppola, certify that:


Date: May 14, 2003 /s/ Arthur Coppola
[Signature]

 

President and Chief Executive Officer
[Title]

35



SECTION 302 CERTIFICATION

        I, Thomas E. O'Hern, certify that:


Date: May 14, 2003 /s/ Thomas E. O'Hern
[Signature]

 

Executive Vice President and Chief Financial Officer
[Title]

36



EXHIBIT INDEX

Number
  Description


3.1

 

Amended and Restated By-Laws (including amendment adopted on April 30, 2003).

99.1

 

Section 906 Certification of Arthur Coppola, Chief Executive Officer.

99.2

 

Section 906 Certification of Thomas O'Hern, Chief Financial Officer.

37




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COMBINED STATEMENTS OF OPERATIONS OF JOINT VENTURES AND THE MACERICH MANAGEMENT COMPANIES
PART II OTHER INFORMATION
SIGNATURES
SECTION 302 CERTIFICATION
SECTION 302 CERTIFICATION
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