Macerich Announces Quarterly Results And $600 Million 12-Year 3.49% Financing Of Queens Center

A reconciliation of EPS to FFO per share and AFFO per share-diluted follows:

Estimated EPS range:                 

$2.72

-

$2.80

Less: Gain on asset sales                   

-1.79

-

-1.79

Plus:  Impairment on real estate            

.42

-

.42

Plus:  Real estate depreciation and amortization

$2.52

-

$2.52

Estimated range for FFO per share-diluted   

$3.87

to

$3.95

Less:  Net FFO impact of Valley View

        and Prescott Gateway dispositions  

- .81

-

-.81

Estimated AFFO per share-diluted:       

$3.06

to

$3.14

THE MACERICH COMPANY

FINANCIAL HIGHLIGHTS

(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

Results of Operations:

Results before 

Impact of 

Results after 

Discontinued Operations (a)

Discontinued Operations (a)

Discontinued Operations (a)

For the Three Months

Ended September 30,

For the Three Months Ended September 30,

For the Three Months

Ended September 30,

Unaudited

Unaudited

2012

2011

2012

2011

2012

2011

Minimum rents 

$119,148

$113,889

($16)

($5,428)

$119,132

$108,461

Percentage rents   

5,414

4,137

1

(364)

5,415

3,773

Tenant recoveries

68,523

66,784

-

(3,246)

68,523

63,538

Management Companies' revenues

9,858

9,759

-

-

9,858

9,759

Other income

12,729

8,113

12

(325)

12,741

7,788

Total revenues

215,672

202,682

(3)

(9,363)

215,669

193,319

Shopping center and operating  expenses 

67,680

68,243

(13)

(5,156)

67,667

63,087

Management Companies' operating  expenses 

20,706

20,251

-

-

20,706

20,251

Income tax benefit

(934)

(1,566)

-

-

(934)

(1,566)

Depreciation and amortization 

72,220

67,997

-

(3,714)

72,220

64,283

REIT general and administrative expenses 

5,063

4,490

-

-

5,063

4,490

Interest expense  

42,622

49,152

-

(5,391)

42,622

43,761

Loss on extinguishment of debt, net

(54)

(6)

54

6

-

-

Gain on remeasurement, sale or write down of assets, net

21,765

1,389

199

(348)

21,964

1,041

Co-venture interests (b)

(2,066)

(1,281)

-

-

(2,066)

(1,281)

Equity in income of unconsolidated joint ventures 

19,315

20,039

-

-

19,315

20,039

Income from continuing operations

47,275

14,256

263

4,556

47,538

18,812

Discontinued operations:

   (Loss) gain on sale, disposition or write-down of assets, net

-

-

(253)

342

(253)

342

   Loss from discontinued operations

-

-

(10)

(4,898)

(10)

(4,898)

Total loss from discontinued operations

-

-

(263)

(4,556)

(263)

(4,556)

Net income 

47,275

14,256

-

-

47,275

14,256

Less net income attributable to noncontrolling interests

3,382

1,315

-

-

3,382

1,315

Net income available to common stockholders

$43,893

$12,941

$0

$0

$43,893

$12,941

Average number of shares outstanding - basic

134,220

132,096

134,220

132,096

Average shares outstanding, assuming full conversion of OP Units  (c)

144,990

143,151

144,990

143,151

Average shares outstanding - Funds From Operations ("FFO") - diluted (c) 

145,100

143,151

145,100

143,151

Per share income - diluted before discontinued operations

-

-

$0.33

$0.13

Net income per share-basic 

$0.33

$0.10

$0.33

$0.10

Net income per share - diluted  

$0.33

$0.10

$0.33

$0.10

Dividend declared per share 

$0.55

$0.50

$0.55

$0.50

FFO - basic  (c) (d)

$112,898

$104,201

$112,898

$104,201

FFO - diluted (c) (d)

$112,898

$104,201

$112,898

$104,201

FFO per share- basic   (c) (d)

$0.78

$0.73

$0.78

$0.73

FFO per share- diluted  (c) (d)

$0.78

$0.73

$0.78

$0.73

Adjusted FFO ("AFFO") per share- diluted  (c)(d)

$0.78

$0.75

$0.78

$0.75

THE MACERICH COMPANY

FINANCIAL HIGHLIGHTS

(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

Results of Operations:

Results before 

Impact of 

Results after 

Discontinued Operations (a)

Discontinued Operations (a)

Discontinued Operations (a)

For the Nine Months 

Ended September 30,

For the Nine Months 

Ended September 30,

For the Nine Months 

Ended September 30,

Unaudited

Unaudited

2012

2011

2012

2011

2012

2011

Minimum rents 

$362,974

$334,688

($6,423)

($19,094)

$356,551

$315,594

Percentage rents   

12,280

10,235

(342)

(859)

11,938

9,376

Tenant recoveries

201,309

189,538

(3,385)

(9,749)

197,924

179,789

Management Companies' revenues

30,730

28,460

-

-

30,730

28,460

Other income

33,466

22,614

(449)

(938)

33,017

21,676

Total revenues

640,759

585,535

(10,599)

(30,640)

630,160

554,895

Shopping center and operating  expenses 

203,306

195,458

(5,048)

(16,209)

198,258

179,249

Management Companies' operating  expenses 

66,953

67,030

-

-

66,953

67,030

Income tax benefit

(2,159)

(5,811)

-

-

(2,159)

(5,811)

Depreciation and amortization 

222,188

198,454

(4,640)

(13,536)

217,548

184,918

REIT general and administrative expenses 

15,235

15,876

-

-

15,235

15,876

Interest expense  

134,813

150,182

(6,370)

(13,755)

128,443

136,427

Gain (loss) on extinguishment of debt, net

119,958

(9,139)

(119,958)

6

-

(9,133)

(Loss) gain on remeasurement, sale or write down of assets, net

(4,449)

(33,514)

45,052

37,642

40,603

4,128

Co-venture interests (b)

(4,462)

(3,779)

-

-

(4,462)

(3,779)

Equity in income of unconsolidated joint ventures 

68,624

75,521

-

-

68,624

75,521

Income (loss) from continuing operations

180,094

(6,565)

(69,447)

50,508

110,647

43,943

Discontinued operations:

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

-

-

74,906

(37,648)

74,906

(37,648)

   Loss from discontinued operations

-

-

(5,459)

(12,860)

(5,459)

(12,860)

Total income (loss) from discontinued operations

-

-

69,447

(50,508)

69,447

(50,508)

Net income (loss)

180,094

(6,565)

-

-

180,094

(6,565)

Less net income (loss) attributable to noncontrolling interests

16,915

(324)

-

-

16,915

(324)

Net income (loss) available to common stockholders

$163,179

($6,241)

$0

$0

$163,179

($6,241)

Average number of shares outstanding - basic

133,091

131,459

133,091

131,459

Average shares outstanding, assuming full conversion of OP Units  (c)

144,160

142,925

144,160

142,925

Average shares outstanding - Funds From Operations ("FFO") - diluted (c) 

144,256

142,925

144,256

142,925

Per share income - diluted before discontinued operations

-

-

$0.74

$0.29

Net income (loss) per share-basic 

$1.22

($0.06)

$1.22

($0.06)

Net income (loss) per share - diluted  

$1.22

($0.06)

$1.22

($0.06)

Dividend declared per share 

$1.65

$1.50

$1.65

$1.50

FFO - basic  (c) (d)

$445,283

$280,774

$445,283

$280,774

FFO - diluted (c) (d)

$445,283

$280,774

$445,283

$280,774

FFO per share- basic   (c) (d)

$3.09

$1.96

$3.09

$1.96

FFO per share- diluted  (c) (d)

$3.09

$1.96

$3.09

$1.96

Adjusted FFO ("AFFO") per share- diluted  (c)(d)

$2.28

$2.01

$2.28

$2.01

THE MACERICH COMPANY

FINANCIAL HIGHLIGHTS

(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

(a)  The Company has classified the results of operations on dispositions as discontinued operations for the three and nine months ended September 30, 2012 and 2011.

(b)  This represents the outside partners' allocation of net income in the Chandler Fashion Center/Freehold Raceway Mall joint venture.

(c)  The Macerich Partnership, L.P. (the "Operating Partnership" or the "OP") has operating partnership units ("OP units"). OP units can be converted into shares of Company common stock. Conversion of the OP units not owned by the Company has been assumed for purposes of calculating FFO per share and the weighted average number of shares outstanding. The computation of average shares for FFO - diluted includes the effect of share and unit-based compensation plans, stock warrants and convertible senior notes using the treasury stock method. It also assumes conversion of MACWH, LP preferred and common units to the extent they are dilutive to the calculation. 

(d)  The Company uses FFO in addition to net income to report its operating and financial results and considers FFO and FFO-diluted as supplemental measures for the real estate industry and a supplement to Generally Accepted Accounting Principles ("GAAP") measures. 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, impairment write-downs of real estate and write-downs of investments in an affiliate where the write-downs have been driven by a decrease in the value of real estate held by the affiliate and after adjustments for unconsolidated joint ventures. Adjustments for unconsolidated joint ventures are calculated to reflect FFO on the same basis.

Adjusted FFO ("AFFO") excludes the FFO impact of Shoppingtown Mall and Valley View Center for the three and nine months ended September 30, 2012 and 2011. In December 2011, the Company conveyed Shoppingtown Mall to the lender by a deed-in-lieu of foreclosure. In July 2010, a court-appointed receiver assumed operational control of Valley View Center and responsibility for managing all aspects of the property. Valley View Center was sold by the receiver on April 23, 2012, and the related non-recourse mortgage loan obligation was fully extinguished on that date. On May 31, 2012, the Company conveyed Prescott Gateway to the lender by a deed-in-lieu of foreclosure and the debt was forgiven resulting in a gain on extinguishment of debt of $16.3 million. AFFO excludes the gain on extinguishment of debt on Prescott Gateway for the three and nine months ended September 30, 2012.

FFO and FFO on a diluted basis are useful to investors in comparing operating and financial results between periods. This is especially true since FFO excludes real estate depreciation and amortization, as the Company believes real estate values fluctuate based on market conditions rather than depreciating in value ratably on a straight-line basis over time. The Company believes that AFFO and AFFO on a diluted basis provide useful supplemental information regarding the Company's performance as they show a more meaningful and consistent comparison of the Company's operating performance and allow investors to more easily compare the Company's results without taking into account non-cash credits and charges on properties controlled by either a receiver or loan servicer. FFO and AFFO on a diluted basis are measures investors find most useful in measuring the dilutive impact of outstanding convertible securities. FFO and AFFO do not represent cash flow from operations as defined by GAAP, should not be considered as an alternative to net income (loss) as defined by GAAP, and are not indicative of cash available to fund all cash flow needs. The Company also cautions that FFO and AFFO as presented, may not be comparable to similarly titled measures reported by other real estate investment trusts.

THE MACERICH COMPANY

FINANCIAL HIGHLIGHTS

(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

Pro rata share of unconsolidated joint ventures:

 For the Three Months Ended September 30,    

 For the Nine Months Ended September 30, 

 Unaudited 

 Unaudited 

2012

2011

2012

2011

Revenues:

    Minimum rents

$62,160

$79,254

$198,625

$229,360

    Percentage rents

2,579

3,636

6,828

7,957

    Tenant recoveries

31,555

38,237

98,390

111,742

    Other

5,405

6,218

16,516

17,077

    Total revenues

101,699

127,345

320,359

366,136

Expenses:

     Shopping center and operating expenses

35,811

44,922

113,231

129,491

     Interest expense

23,781

31,091

76,559

91,538

     Depreciation and amortization

22,927

31,355

73,237

90,061

     Total operating expenses

82,519

107,368

263,027

311,090

Gain on remeasurement, sale or write down of assets, net

135

23

11,292

12,583

Gain on extinguishment of debt

-

39

-

7,792

Equity in income of joint ventures

-

-

-

100

     Net income 

$19,315

$20,039

$68,624

$75,521

Reconciliation of Net income (loss) to FFO and AFFO (d):

 For the Three Months  

 For the Nine Months  

 Ended September 30, 

 Ended September 30, 

 Unaudited 

 Unaudited 

2012

2011

2012

2011

Net income (loss) available to common stockholders

$43,893

$12,941

$163,179

($6,241)

Adjustments to reconcile net income (loss) to FFO - basic

   Noncontrolling interests in OP

3,469

1,163

13,575

(544)

   (Gain) loss on remeasurement, sale or write down of consolidated assets, net

(21,765)

(1,389)

4,449

33,514

        plus gain on undepreciated asset sales - consolidated assets

-

-

-

2,277

        plus non-controlling interests share of (loss) gain on remeasurement, sale or write down of consolidated joint ventures, net

(3)

-

3,535

(4)

   Gain on remeasurement, sale or write down of assets from unconsolidated entities (pro rata), net

(135)

(11,292)

(23)

(12,583)

        plus gain on undepreciated asset sales - unconsolidated entities (pro rata share)

-

20

-

71

   Depreciation and amortization on consolidated assets 

72,220

67,997

222,188

198,454

   Less depreciation and amortization allocable to noncontrolling interests  on consolidated joint ventures

(4,523)

(4,534)

(13,952)

(13,520)

   Depreciation and amortization on joint ventures (pro rata) 

22,927

31,355

73,237

90,061

   Less: depreciation on personal property 

(3,185)

(3,329)

(9,636)

(10,711)

Total FFO - basic

112,898

104,201

445,283

280,774

Additional adjustment to arrive at FFO - diluted:

    Preferred units - dividends

-

-

-

-

Total FFO - diluted

$112,898

$104,201

$445,283

$280,774

Additional adjustments to arrive at AFFO - diluted (d):

    Shoppingtown Mall

-

290

396

312

    Valley View Center

-

2,886

(101,116)

6,102

    Prescott Gateway

54

-

(16,296)

-

Total AFFO- diluted

$112,952

$107,377

$328,267

$287,188

Reconciliation of EPS to FFO and AFFO per diluted share (d):

 For the Three Months  

 For the Nine Months  

 Ended September 30, 

 Ended September 30, 

 Unaudited 

 Unaudited 

2012

2011

2012

2011

Earnings per share - diluted

$0.33

$0.10

$1.22

($0.06)

   Per share impact of depreciation and amortization of real estate

0.60

0.64

1.89

1.86

   Per share impact of (gain) loss on remeasurement, sale or write down of assets

(0.15)

(0.01)

(0.02)

0.16

FFO per share - diluted

$0.78

$0.73

$3.09

$1.96

   Per share impact - Shoppingtown Mall, Valley View Center and Prescott Gateway

0.00

0.02

(0.81)

0.05

AFFO per share - diluted

$0.78

$0.75

$2.28

$2.01

THE MACERICH COMPANY

FINANCIAL HIGHLIGHTS

(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

For the Three Months

For the Nine Months

Reconciliation of Net income (loss) to EBITDA:

 Ended September 30, 

Ended September 30, 

 Unaudited 

 Unaudited 

2012

2011

2012

2011

Net income (loss) available to common stockholders

$43,893

$12,941

$163,179

($6,241)

   Interest expense - consolidated assets

42,622

49,152

134,813

150,182

   Interest expense - unconsolidated entities (pro rata)

23,781

31,091

76,559

91,538

   Depreciation and amortization - consolidated assets

72,220

67,997

222,188

198,454

   Depreciation and amortization - unconsolidated entities (pro rata)

22,927

31,355

73,237

90,061

   Noncontrolling interests in OP

3,469

1,163

13,575

(544)

    Less: Interest expense and depreciation and amortization allocable to noncontrolling interests on consolidated joint ventures

(7,332)

(7,486)

(22,611)

(22,430)

   Loss (gain) on extinguishment of debt - consolidated entities

54

6

(119,958)

9,139

   Gain on extinguishment of debt - unconsolidated entities (pro rata)

-

(39)

-

(7,792)

   (Gain) loss on remeasurement, sale or write down of assets - consolidated assets, net

(21,765)

(1,389)

4,449

33,514

   Gain on remeasurement, sale or write down of assets - unconsolidated entities (pro rata), net

(135)

(23)

(11,292)

(12,583)

   Add: Non-controlling interests share of  (loss) gain on sale of consolidated assets, net

(3)

-

3,535

(4)

   Income tax benefit

(934)

(1,566)

(2,159)

(5,811)

   Distributions on preferred units

183

208

599

624

EBITDA   (e)

$178,980

$183,410

$536,114

$518,107

Reconciliation of EBITDA to Same Centers - Net Operating Income ("NOI"):

 For the Three Months  

 For the Nine Months  

 Ended September 30, 

 Ended September 30, 

 Unaudited 

 Unaudited 

2012

2011

2012

2011

EBITDA (e)

$178,980

$183,410

$536,114

$518,107

Add: REIT general and administrative expenses

5,063

4,490

15,235

15,876

        Management Companies' revenues

(9,858)

(9,759)

(30,730)

(28,460)

        Management Companies' operating  expenses 

20,706

20,251

66,953

67,030

          Lease termination income, straight-line and above/below market adjustments to minimum rents of comparable centers

(3,386)

(7,656)

(10,884)

(16,109)

        EBITDA of non-comparable centers

(28,628)

(32,010)

(90,764)

(84,547)

Same Centers - NOI (f)

$162,877

$158,726

$485,924

$471,897

(e) EBITDA represents earnings before interest, income taxes, depreciation, amortization, noncontrolling interests, extraordinary items, gain (loss) on remeasurement, sale or write down of assets and preferred dividends and includes joint ventures at their pro rata share. Management considers EBITDA to be an appropriate supplemental measure to net income because it helps investors understand the ability of the Company to incur and service debt and make capital expenditures. EBITDA should not be construed as an alternative to operating income as an indicator of the Company's operating performance, or to cash flows from operating activities (as determined in accordance with GAAP) or as a measure of liquidity. EBITDA, as presented, may not be comparable to similarly titled measurements reported by other companies.

(f) The Company presents same-center NOI because the Company believes it is useful for investors to evaluate the operating performance of comparable centers. Same-center NOI is calculated using total EBITDA and subtracting out EBITDA from non-comparable centers and eliminating the management companies and the Company's general and administrative expenses. Same center NOI excludes the impact of lease termination income, straight-line and above/below market adjustments to minimum rents.