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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K
/X/ ANNUAL REPORT PURSUANT TO SECTION 13
OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1997
or
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR
15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 1-12923
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WESTFIELD AMERICA, INC.
(Exact name of registrant as specified in its charter)
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MISSOURI 43-0758627
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
11601 WILSHIRE BOULEVARD 90025
12TH FLOOR (Zip Code)
LOS ANGELES, CALIFORNIA
(Address of principal executive offices)
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Registrant's telephone number, including area code: (310) 478-4456
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Securities registered pursuant to Section 12(b) of the Act:
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TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED
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Common Stock, $0.01 par value New York Stock Exchange
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Securities registered pursuant to Section 12(g) of the Act: None
Indicate by checkmark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes /X/ No / /
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K, or any
amendment to this Form 10-K. /X/
The aggregate market value of the shares of common stock held by
non-affiliates was approximately $321.5 million based on the closing price on
the New York Stock Exchange for such shares on March 25, 1998.
The number of the Registrant's shares of common stock outstanding was
73,329,535 as of March 25, 1998.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the proxy statement for the Annual Meeting of Shareholders to be
held on April 30, 1998 are incorporated by reference into Part III.
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WESTFIELD AMERICA, INC.
FORM 10-K
INDEX
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ITEM NO. PAGE
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PART I
1. Business......................................................................................... 3
2. Properties....................................................................................... 18
3. Legal Proceedings................................................................................ 22
4. Submission of Matters to a Vote of Security Holders.............................................. 22
PART II
5. Market for Registrant's Common Equity and Related Stockholder Matters............................ 23
6. Selected Financial Data.......................................................................... 24
7. Management's Discussion and Analysis of Financial Condition and Results of Operations............ 27
7A. Quantitative and Qualitative Disclosure about Market Risk........................................ 36
8. Financial Statements and Supplementary Data...................................................... 36
9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure............. 36
PART III
10. Directors and Executive Officers of the Registrant............................................... 36
11. Executive Compensation........................................................................... 36
12. Security Ownership of Certain Beneficial Owners and Management................................... 36
13. Certain Relationships and Related Transactions................................................... 36
PART IV
14. Exhibits, Consolidated Financial Statements, Financial Statement Schedule and Reports on Form
8-K............................................................................................ 37
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PART I
ITEM 1: BUSINESS
GENERAL
Westfield America, Inc. ("WEA" or the "Company"), a Missouri corporation,
formerly known as CenterMark Properties, Inc., was incorporated in 1924 and has
been engaged for over 40 years in owning, operating, leasing, developing,
redeveloping and acquiring regional and super-regional shopping centers and
power centers located primarily in major metropolitan areas in the United
States.
The Company owns interests in a portfolio of 16 super-regional shopping
centers (including Crestwood Plaza which was acquired in January 1998), and six
regional shopping centers (together, the "Regional Centers"), three power
centers (the "Power Centers" and, collectively with the Regional Centers, the
"Centers"), 12 separate department store properties (the "May Properties") which
are net leased under financing leases to The May Department Stores Company (the
"May Company") and are not located at the Centers, and certain other real estate
investments (collectively, the "Properties"). The Centers are located in seven
states in the east coast, mid west and west coast regions of the United States.
The Centers contain 84 anchors (full line department stores generally
occupying more than 72,000 square feet) and approximately 2,988 Mall Stores
(stores smaller than anchors permanently located within the corridors of the
Centers and free standing buildings generally located along the perimeter of the
Center's parking area) comprising 23.0 million square feet of gross leasable
area ("Total GLA"), including Crestwood Plaza. For the year ended December 31,
1997, the Mall Stores reported sales exceeding $1.8 billion and anchors reported
sales exceeding $2.0 billion, excluding sales at Northwest Plaza which was
acquired in December 1996, Crestwood Plaza which was acquired in January 1998
and North County Fair which is not managed by the Company. The Centers reported
average Mall Store sales of $310 per square foot ("psf"), excluding Northwest
Plaza, Crestwood Plaza, North County Fair and Mini-Majors which are retail
stores generally occupying between 20,000 and 80,000 square feet, theaters and
outparcels. Mall Store gross leasable area ("Mall GLA") was 93% leased as of
December 31, 1997, excluding Northwest Plaza, Crestwood Plaza and North County
Fair.
The Company is organized and operated as a real estate investment trust, or
REIT, under the Internal Revenue Code ("Code") of 1986, as amended. In order to
satisfy the provisions of the Code applicable to REIT's, the Company must
distribute to its shareholders at least 95% of its REIT taxable income and meet
certain other requirements. The Company will make, at a minimum, distributions
to its shareholders sufficient to satisfy the REIT provisions under the Code.
The Company has engaged a property management company (the "Manager"), asset
management company (the "Advisor") and development company (the "Developer") to
provide property management, advisory and development services to the Company
under agreements that have an initial term of three years and are renewable
annually thereafter. Each of the Manager, Advisor and Developer is an affiliate
of Westfield Holdings Limited, an Australian public company ("WHL"). The Manager
manages each Center except for North County Fair which is owned in partnership
with and managed by TrizecHahn Corporation. The Centers managed by the Manager
are referred to as "Managed Centers."
INITIAL PUBLIC OFFERING
In May 1997, the Company completed an initial public offering (the
"Offering") of 20.4 million shares of common stock (including shares issued upon
exercise of an over allotment option) and the sale of 270,000 shares of
preferred stock, resulting in proceeds totaling $300.4 million, net of
underwriting discounts and expenses of the offering.
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THE COMPANY'S STRATEGY FOR OPERATIONS AND GROWTH
GENERAL STRATEGY
The Company's goal is to increase per share Funds from Operations (as
defined in Item 7) and thereby improve the long-term value of the Company and
the return to shareholders through the following key strategies: (i) the
redevelopment, expansion and market repositioning of its current Centers, (ii)
the acquisition of additional super-regional and regional shopping centers with
a view towards increasing the value of such centers through redevelopment,
expansion and repositioning, (iii) the improvement of the operating performance
of its properties through intensive and efficient management, cost control,
leasing and marketing and (iv) the awareness and anticipation of trends in the
retailing industry and the introduction of new retailing concepts to its
properties. The Company plans to achieve these objectives through a variety of
methods discussed below, although, no assurance can be made that such objectives
will be achieved.
REDEVELOPMENT, REPOSITIONING AND EXPANSION POTENTIAL AND IMPLEMENTATION
The Company believes that redevelopment, repositioning and expansion are key
to maximizing the use and performance of its assets and increasing its income
growth and capital appreciation. The Company is continually evaluating the
redevelopment potential of its Properties and anticipates that it will pursue
opportunities for substantial redevelopment and repositioning of the Properties.
The Company believes that redevelopment is important because of the financial
and regulatory burdens presented by the development of new regional shopping
centers. The Company believes that these projects will enable the existing
Centers both to compete better within their existing markets and to attract new
customers and therefore attain a stronger market position and an expanded
customer base. The Company believes that most of its Centers, even those which
have undergone redevelopment in the past five years, have continuing
redevelopment potential.
Redevelopment has recently been completed or substantially completed at the
following Centers:
- Eastland Center in West Covina, California, which opened in 1955 and was
formerly anchored by Mervyn's and an empty May Company department store
has been converted from an out-dated enclosed mall into a power center
through the addition of a new Target discount store and additional
Category Killer retailers (large discount retailers in a specific product
niche such as Toys 'R' Us) and Big Box Retailers (similar to Category
Killers, but a wider product offering such as Loehmann's) including Old
Navy, Loehmann's, Burlington Coat Factory, Club Disney and Babies 'R' Us
in order to reposition the Center within its trade area and to complement
The Plaza at West Covina, a super-regional shopping center owned by the
Company. The May Company store that occupied the space was relocated to
The Plaza at West Covina. The redevelopment was completed in 1997.
- Enfield Square in Enfield, Connecticut, which opened in 1971, was
redeveloped with the addition of a Sears store which opened in 1997. The
Sears store replaces a smaller Steiger's store which the Company purchased
as an opportunity to upgrade and expand the Center. Enfield Square now has
three Anchors: Filene's, JCPenney and Sears.
- Mid Rivers Mall in St. Peters, Missouri, which opened in 1987, had three
Anchors before the recent redevelopment: Famous Barr, Dillard's and Sears.
In Fall 1996, a fourth Anchor, a 125,000 square foot JCPenney store and an
additional 40,000 square feet of Mall GLA were added.
- Mission Valley Center in San Diego, California, which opened in 1961, was
redeveloped in 1996/97 with the addition of Bed Bath and Beyond, Nordstrom
Rack, Michael's and Loehman's. In addition, a 75,000 square-foot, 4,500
seat, 20 screen AMC theater and theme restaurants were added. The
redevelopment and renovation was completed in 1997.
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- South Shore Mall in Bayshore, New York, which opened in 1963, is currently
being redeveloped. A new 216,000 square foot Sears store opened in
September 1997, and 40,000 square feet of additional Mall Stores opened in
the first quarter of 1998. A total renovation of the existing mall was
also completed, including new floor finishes, skylights, a new food court
and landscaping. The expansion repositions South Shore Mall into a strong
super-regional shopping center serving the Long Island market.
OTHER APPROVED REDEVELOPMENTS
Future redevelopments approved by the Board of Directors which have
commenced or are scheduled to commence in 1998, are as follows:
- The Company commenced redevelopment of Mission Valley Center-West, in San
Diego, California, at the beginning of 1998. The property will be
redeveloped into a 210,000 square foot power center with value-oriented
retailers that will complement Mission Valley Center. The center is
planned to open late Summer 1998.
- Annapolis Mall in Annapolis, Maryland, is a four anchor super-regional
shopping center with 155 Mall Stores. The addition of a fifth anchor, Lord
& Taylor, is planned to open in Fall, 1998, which will further solidify
Annapolis Mall's strong market position.
- Enfield Square in Enfield, Connecticut is a three anchor regional shopping
center with 87 Mall Stores. A new 58,000 sq. ft. multi-screen Hoyts Cinema
is being added, with a planned opening in late Fall 1998.
- South Shore Mall in Bayshore, New York, is a three anchor super-regional
center with 125 Mall Stores. In addition to the recently completed
expansion described above, South Shore Mall will add a new Lord & Taylor
store. Completion is planned for a Fall, 1998 opening.
In addition to the approved redevelopments, the Company has identified the
following properties for redevelopment over the next five years which the
Company believes will result in future income growth and capital appreciation:
- West County Center, in Des Peres, Missouri is a two anchor regional
shopping center with 66 Mall Stores. A $200 million redevelopment for West
County Center was announced in 1997. The redeveloped Center will feature
the addition of new anchors Nordstrom and Lord & Taylor. The existing
Famous-Barr store will be replaced with a new flagship store, and JCPenney
will be remodeled. The center will double in size to 1.2 million square
feet with more than 150 Mall Stores. The project will be phased, with
Famous-Barr opening in Fall 1999, and Nordstrom scheduled for completion
in 2001.
- Connecticut Post Mall, in Milford, Connecticut, is a three anchor
super-regional shopping center with 137 Mall Stores. Redevelopment
planning is proceeding for the addition of up to two anchors and Mall
Stores in order to solidify the Center's position in its market.
- Meriden Square, in Meriden, Connecticut, is a three anchor regional center
with 114 Mall Stores. Meriden Square plans to add a new Lord & Taylor
anchor store and 70,000 square feet of new Mall Stores. Construction is
currently being planned with an anticipated Fall 1999 opening.
- South County Center, in St. Louis, Missouri, is a three anchor regional
shopping center with 100 Mall Stores. Redevelopment and renovation
planning is proceeding to reposition the Center through the addition of a
fourth anchor and additional Mall GLA. After redevelopment, the Company
believes that the Center will have a highly favorable market position
within south St. Louis County.
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- Wheaton Plaza, in Wheaton, Maryland, is a three anchor super-regional
center with 140 Mall Stores. An additional department store and new Mall
GLA is planned, along with a renovation of the existing center.
ACQUISITION OF NEW CENTERS AND JOINT VENTURE INTERESTS
The Company's strategy is to acquire additional super-regional and regional
shopping centers that meet the Company's investment criteria. In general, the
Company's investment criteria emphasizes property of a quality consistent with
the Company's portfolio, property, with potential for increased income and value
through redevelopment and/or repositioning, and property that generates
sufficient income pending any such redevelopment to support the acquisition
price. The Company's strategy also includes seeking to acquire the interests of
outside partners in the jointly owned properties.
The Company has spent $455.4 million on property acquisitions in 1997 and
1998 (including Crestwood Plaza which was acquired in January 1998) and has made
a participating loan totaling $145 million, as follows:
- In May, the Company made participating loans ("Garden State Plaza Loan")
totaling $145 million to two wholly-owned, indirect subsidiaries of the
WHL which have a combined 50% interest in the owner of Garden State Plaza,
a super-regional shopping center located in Paramus, New Jersey. The
non-recourse participating loans, which expire in May 2007, provide for
interest only at a fixed annual rate of 8.5% and are secured by the
borrowers' 50% indirect interest in Garden State Plaza. The Company is
entitled to receive participating interest based on 80% of the borrowers'
share of the adjusted cashflow (as defined) from Garden State Plaza
subject to an annual aggregate limit of fixed and participating interest
in an amount equal to 11%. In 1996, the Company obtained an option, which
expires in January 2000, to acquire the 50% indirect interest in Garden
State Plaza at fair market value. The purchase price shall be payable by
the delivery of shares of common stock.
- In June, the Company purchased the remaining 70% interest in Annapolis
Mall that it did not already own and an adjacent parcel of land for $133.0
million. Located in Maryland's capital, the center features one million
square feet of retail space including 155 Mall Stores and four anchors:
Nordstrom, Hecht's, JCPenney and Montgomery Ward. A planned Lord & Taylor
is scheduled to open in Fall 1998.
- Also in June, the Company purchased a 68% managing interest in Wheaton
Plaza for $51.5 million and became the Plaza's sole General Partner. This
1.1 million square foot enclosed super-regional shopping center is located
in Wheaton, Maryland, and serves Montgomery County, Maryland, on an 80
acre site with three anchor department stores: Hecht's, JCPenney and
Montgomery Ward, and 140 Mall Stores. The Company believes this site
offers substantial redevelopment opportunities.
- In September, through a series of transactions, the Company, in effect,
acquired the remaining 50% interest in Meriden Square that it did not
already own for $49.0 million in cash plus the Company's interest in a
direct finance lease receivable with a fair value of approximately $4.5
million. Located in Meriden, Connecticut, Meriden Square is a 750,000
square foot regional center on a 63 acre site, with 114 Mall Stores and
three anchors: Filene's, JCPenney and Sears. The fourth anchor, a planned
Lord & Taylor, is planned to open in Fall 1999.
- In December, the Company became the largest retail landlord in St. Louis,
with over 4.1 million square feet of retail space and more than 480
retailers, when it purchased a 100% interest in Northwest Plaza, a
super-regional shopping center located in Missouri, for $111 million.
Northwest Plaza is St. Louis' largest enclosed center, at over 1.8 million
square feet, and features Dillards, Famous-Barr, JCPenney and Sears, with
171 Mall Stores. Big Box retailers at the center include Service
Merchandise, Toys 'R' Us, Kids 'R' Us and Office Max.
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In January 1998, the Company acquired Crestwood Plaza shopping center, in
St. Louis, Missouri, for a total acquisition cost of $106.4 million, increasing
the Company's investment in the St. Louis market to over $200 million in 1997
and 1998. Crestwood Plaza is a one-level, enclosed super-regional shopping
center with over one million square feet of retail space, anchored by three
department stores and 144 Mall Stores.
The 1997 and 1998 acquisitions and investments described above were funded
with proceeds from the Offering and an increase in the Company's corporate
credit facility.
In July 1996, the Company was recapitalized (the "Recapitalization") whereby
the Company sold additional shares of both common and preferred stock to U.S.
and foreign investors for $434.4 million. In conjunction with the
Recapitalization, the Company acquired an indirect ownership in three regional
shopping centers, Connecticut Post Mall, South Shore Mall and Trumbull Shopping
Park (the "Acquired Properties") for a purchase price of $62,794 through the
acquisition of substantially all of the outstanding stock of Westland
Properties, Inc. a company whose sole operations consisted of operating the
Acquired Properties.
INCREASING OPERATING INCOME FROM EXISTING SPACE, INTENSIVE MANAGEMENT
APPROACH
The Manager (i) manages shopping centers not as passive real estate
investments but as "living entities" which must be skillfully managed and
redeveloped over time to maintain and enhance their capacity to generate optimum
returns; (ii) has in-house skills to manage every stage in the development and
on-going life of a shopping center, including initial concept, design,
construction, leasing of stores and day-to-day management and promotion; (iii)
works to build and maintain long-term relationships with major retailers and
institutional investors; (iv) continually searches for new ways to increase
income and add capital growth to the shopping centers it manages; and (v) makes
customer service a major focus. The Manager concentrates on obtaining repeat
business with all key stakeholders in its shopping centers. The Company believes
that this management style has the potential to improve the performance of its
retail property assets, resulting in income growth and capital appreciation for
investors.
The management strategy includes initiatives designed to increase occupancy
levels, increase revenue by increasing rentable area within the existing
building envelope, the introduction of cost control efficiencies resulting in a
reduction of operating costs, maximizing the temporary leasing program,
improving the merchandise mix and range of retailers, developing emerging themes
such as entertainment, cinemas and Category Killer retailers, converting
non-productive space to Mall GLA and promoting the Centers with intensive
marketing.
The Company's goal is to increase customer traffic through the Centers for
the purpose of improving sales and, ultimately, rents. The Company believes that
the introduction of entertainment concepts such as the AMC multiplex 20-screen
theater added to the Mission Valley Center, which theater complex drew in excess
of two million people for the year ended 1997, is one strategy for increasing
customer traffic. The customer service system is utilized in order to train and
focus the Centers' personnel and promote repeat business. New services being
introduced at some Centers include: special customer service personnel, free
strollers and wheelchairs, valet parking, gift vouchers and parents' facilities.
The Manager actively manages the Centers and provides efficient and
customer-friendly service to both the consumers who shop in the Centers and the
retailers who lease space in the Centers while strictly controlling operating
costs. A customer service system has been introduced in the Centers to train and
focus the personnel at the Centers on its retailers and customers. The Company
believes that this is one of the most important strategies that differentiates
the management philosophy from the Company's competitors. The Company also
believes that branding the Centers through advertising, promotion and customer
service programs will build shopper recognition and loyalty, especially in
multi-center markets.
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The Company believes that advertising is also critical to improving sales at
the Centers. The Manager has an in-house marketing staff and utilizes the
resources of a leading U.S. advertising agency in the United States to provide
advertising, promotional and media services to the Centers. The Company utilizes
a national marketing program that includes shared advertising, media and
community promotions in the Centers. This strategy is particularly cost
effective in the Company's multi-center regional markets in San Diego, Missouri,
Maryland and Connecticut.
The Manager analyzes marketing trends for the Company and develops and
implements creative approaches to retail shopping in the Centers. Each Center
follows an annual marketing plan that features a combination of advertising,
promotions and participation in community and charitable events. Activities such
as Kids Clubs and senior citizen "mall walkers club" have been effective in
positioning the Centers as the "Main Street" within their communities.
The Company believes the diversity and strength of its anchors and the
diversity and mix of its Mall Stores are critical to expanding a Center's market
share and the Company monitors and coordinates the mix of its anchors and Mall
Stores accordingly. The Company believes that the recent sales and
consolidations of department stores have given the Company the opportunity to
enhance its mix of anchors. Periodically, the Company engages market research
firms to evaluate the trade area of each Center. Demographic information lets
the Company match the retailer mix of its Centers with the merchandise and
service needs of its customers in order to increase sales.
THE SHOPPING CENTER BUSINESS
There are several types of retail shopping centers, varying primarily by
size and marketing strategy. Centers with greater than 800,000 square feet of
Total GLA built around three or more anchors (full line department stores
generally occupying more than 72,000 square feet) are referred to as
super-regional shopping centers. Centers with Total GLA ranging from 400,000 to
800,000 square feet built around one or two anchors are referred to as regional
shopping centers. Centers with Total GLA ranging from 200,000 to 600,000 square
feet built around retailers consisting of Category Killers and Big Box Retailers
are referred to as power centers. In enclosed super-regional and regional
shopping centers, anchors are usually located at the ends of enclosed common
area corridors. This layout is intended to maximize pedestrian traffic for Mall
Stores.
Most regional and super-regional shopping centers compete for consumer
retail dollars by offering fashion merchandise, hard goods and services,
generally in an enclosed, climate-controlled environment with convenient
parking. Regional and super-regional shopping centers have differing strategies
for price levels depending upon the market demographics, competition and the
merchants and merchandise offered, from very high-end presentations, on the one
extreme, to a strategy of leasing exclusively to promotional, single category
outlet stores, on the other. Super-regional shopping centers generally have more
variety and assortment than regional shopping centers.
The Company owns interests in 16 super-regional shopping centers with
approximately 17.9 million square feet of Total GLA, six regional shopping
centers with approximately 3.7 million square feet of Total GLA, and three power
centers with approximately 1.4 million square feet of Total GLA, representing
77.8%, 16.1% and 6.1% of Total GLA, respectively (including Crestwood Plaza
which is a super-regional shopping center that was acquired in January 1998).
The Centers contain 84 anchors and approximately 2,988 Mall Stores comprising
23.0 million square feet of Total GLA, including Crestwood Plaza. For the year
ended December 31, 1997, the Mall Stores at Managed Centers reported sales
exceeding $1.8 billion and anchors reported sales exceeding $2.0 billion. The
Managed Centers reported average Mall Store sales of $310 per square foot
("psf"). Mall GLA at Managed Centers was 93% leased as of December 31, 1997.
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The following table sets forth the number of Centers in each state and Total
GLA per state:
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NO. OF
SHOPPING PERCENT OF
STATE OF SHOPPING CENTER LOCATIONS CENTERS TOTAL GLA TOTAL GLA
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California............................................... 9 8,230,000 35.8%
Colorado................................................. 1 470,000 2.0
Connecticut.............................................. 4 3,450,000 15.0
Maryland................................................. 3 3,440,000 15.0
Missouri................................................. 6 5,460,000 23.7
New York................................................. 1 1,070,000 4.7
Washington............................................... 1 870,000 3.8
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25 22,990,000 100%
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ANCHORS
Anchors have traditionally been a major factor in the public's
identification with an enclosed shopping center. Anchors generally are
department stores whose merchandise appeals to a broad range of shoppers and
traditionally have been a major factor in the public's perception of a shopping
center. Although the Centers receive a smaller percentage of their operating
income from anchors than from Mall Stores, the Company believes that the anchors
at a center help to generate customer traffic and therefore make a center a
desirable location for Mall Store retailers.
Anchors and the owner of a shopping center usually enter into agreements,
generally referred to as "reciprocal easement agreements" or "REAs," covering,
among other things, operational matters, initial construction and future
expansion. Anchors generally retain certain rights to approve or disapprove
future renovations or expansions of the shopping center, and the REAs usually
are recorded as encumbrances on all of the real property within the shopping
center. Many of the anchors own their stores, the land under them and adjacent
parking areas. Others enter into long-term leases at rents that are lower than
the rents generally charged to Mall Store retailers.
Anchors at the Centers (excluding Crestwood Plaza) occupy approximately 13.0
million square feet of Total GLA, or 59.2% of Total GLA, and accounted for less
than 3.2% of the Company's total revenue in 1997. Anchors range in size from
approximately 72,000 square feet to 363,000 square feet, with an average of
approximately 163,000 square feet. The Centers have 80 anchors operating under
17 trade names. Excellent relationships have been established with major
anchors, including Dayton-Hudson, Dillard's, Federated, JCPenney, May Company,
Montgomery Ward, Nordstrom and Sears.
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The following table indicates the parent company of each anchor, the number
of stores owned or leased by each anchor in the Centers, Total GLA, percentage
of Total GLA and the base rent of each anchor as of December 31, 1997 (excluding
Crestwood Plaza):
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1997 TOTAL
NUMBER OF PERCENTAGE OF ANNUALIZED BASE
NAME ANCHOR STORES TOTAL GLA TOTAL GLA RENT
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(IN THOUSANDS) (IN THOUSANDS)
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May Department Stores
Robinsons-May................................... 8 1,520 6.9% $ 113
Famous-Barr..................................... 5 928 4.3 264
Filene's........................................ 4 705 3.2 479
Hecht's......................................... 3 596 2.7 200
Meier & Frank................................... 1 118 0.5 --
Lord & Taylor................................... 1 118 0.5 --
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Sub-Total................................... 22 3,985 18.1 1,056
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JCPenney........................................ 18 2,814 12.8 1,719
Sears........................................... 12 1,965 8.9 1,229
Macy's.......................................... 7 1,269 5.8 1,545
Montgomery Ward................................. 6 1,018 4.6 705
Nordstrom....................................... 5 730 3.3 777
Dayton Hudson
Mervyn's...................................... 3 248 1.1 --
Target Discount............................... 1 122 0.6 252
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Sub-Total................................... 4 370 1.7 252
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Dillard's....................................... 3 508 2.3 1,015
Caldor.......................................... 1 86 0.4 210
Venture......................................... 1 81 0.4 --
Kmart........................................... 1 191 0.9 1,517
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Total....................................... 80 13,017 59.2% $10,025
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No single anchor accounted for more than 10% of Total GLA as of December 31,
1997 at the Centers, except for the May Company which accounted for 18.1% of
Total GLA and J.C. Penney which accounted for 12.8% of Total GLA.
MALL STORES
The Centers have approximately 2,844 Mall Stores, excluding Crestwood Plaza.
As of December 31, 1997, national or regional chains leased approximately 90% of
the Mall GLA. The five Mall Store retailers accounting for the largest
percentage of Mall Stores effective rent (i.e., base rent plus percentage rent)
in 1997 were: The Limited Stores (Abercrombie & Fitch, The Limited, Limited
Express, Lane Bryant, Lerner's, Structure, Victoria Secret), The Woolworth
Corporation (Footlocker, Kinney Shoes and others), The Gap (The Gap, Gap Kids,
Banana Republic), Transworld (Record Town and others) and Barnes and Noble.
In 1997, Managed Centers (excluding Northwest Plaza, Crestwood Plaza and
Mini Majors) reported average Mall Store sales psf of $310 as compared to an
industry average of $291 psf for the same period (Source: ICSC Monthly Mall
Merchandise Index, February 1998).
In 1997, the Centers (excluding Northwest Plaza and Crestwood Plaza) derived
approximately 94% of their base rents from Mall Stores, which occupied
approximately 40.5% of the Total GLA. No Mall Store retailer accounted for more
than 5% of Mall GLA or more than 5% of the Company's 1997 effective rent at the
Centers (excluding Northwest Plaza, Crestwood Plaza and North County Fair,
except for The Limited Stores, a clothing retailer, which occupied 8.8% of Mall
GLA, and accounted for 10.4% of the 1997 total Mall Store effective rent as of
December 31, 1997.
10
<PAGE>
The following table sets forth, as of December 31, 1997, certain information
with respect to the ten largest Mall Store retailers (through their various
operating divisions) in terms of Mall GLA, excluding retailers at Northwest
Plaza, Crestwood Plaza and North County Fair.
<TABLE>
<CAPTION>
NUMBER OF MALL GLA TOTAL 1997 PERCENTAGE OF
MALL STORES (SQUARE PERCENTAGE OF EFFECTIVE TOTAL MALL STORE
RETAILER LEASED FEET) TOTAL MALL GLA RENT EFFECTIVE RENT
- ----------------------------- ------------- ----------- --------------- ----------- -----------------
(THOUSANDS)
<S> <C> <C> <C> <C> <C>
Limited Stores............... 102 771,949 8.8% $ 16,330 10.4%
Woolworth.................... 91 316,197 3.6 6,880 4.4
The Gap...................... 22 189,018 2.2 4,357 2.8
Transworld................... 13 88,755 1.0 2,431 1.6
Barnes & Noble............... 26 82,767 0.9 2,462 1.6
Oshman's..................... 4 78,085 0.9 575 0.4
Hallmark..................... 19 74,349 0.8 1,955 1.3
Edison Brothers.............. 35 71,406 0.8 1,837 1.2
Eddie Bauer.................. 10 68,431 0.8 1,818 1.2
Kay Bee Toys................. 17 66,875 0.8 1,726 1.1
--- ----------- --- ----------- ---
339 1,807,832 20.6% $ 40,371 26.0%
--- ----------- --- ----------- ---
--- ----------- --- ----------- ---
</TABLE>
SALES
From 1995 to 1997, reported sales for Mall Stores at Managed Centers
(excluding Centers under redevelopment in 1996 and 1995, Northwest Plaza and
Crestwood Plaza) increased from $1,435 million to $1,816 million. Total sales
for Mall Stores affect revenue and profitability levels of the Company because
they determine the amount of minimum rent the Company can charge, the percentage
rent it realizes, and the recoverable expenses (common area maintenance, real
estate taxes, etc.) the retailers can afford to pay.
The table below sets forth Mall Store sales for Managed Centers (excluding
Centers under redevelopment in 1996 and 1995, Northwest Plaza and Crestwood
Plaza) in the East Coast, the Mid West and West Coast regions of the United
States.
<TABLE>
<CAPTION>
EAST COAST CENTERS MID WEST CENTERS WEST COAST CENTERS TOTAL CENTERS
-------------------------- -------------------------- -------------------------- --------------------------
PERCENTAGE PERCENTAGE PERCENTAGE PERCENTAGE
YEAR SALES(1) INCREASE SALES(1) INCREASE SALES(1) INCREASE SALES(1) INCREASE
- --------------- ----------- ------------- ----------- ------------- ----------- ------------- ----------- -------------
(MILLIONS) (MILLIONS) (MILLIONS) (MILLIONS)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1995........... $ 699 -- $ 174 -- $ 562 -- $ 1,435 --
1996........... 700 -- 177 1.7% 611 8.7% 1,488 3.7%
1997........... 844 20.5% 203 14.7 769 25.9 1,816 22.0
</TABLE>
- ------------------------
(1) Sales are based on Mall Store retailers reporting sales.
Reported sales per square foot for Mall Stores located at the Managed
Centers (excluding Mini Majors, the Centers under redevelopment in 1996 and
1995, Northwest Plaza and Crestwood Plaza) for the years ended December 31, 1995
to 1997 were as follows:
<TABLE>
<CAPTION>
1997 1996 1995
--------- --------- ---------
<S> <C> <C> <C>
Reported sales per square foot........................................ $ 310 $ 297 $ 279
Increase from prior year.............................................. 4.4% 6.5% --
</TABLE>
The Company believes these sales levels enhance the Company's ability to
obtain higher rents from retailers.
11
<PAGE>
LEASING
Leasing percentages are calculated on the basis of signed leases under which
the company at the time of determination will be receiving rents for a period of
12 consecutive months starting on the date of calculation. The following table
sets forth leased status for the Managed Centers in the East Coast, the Mid West
and the West Coast regions of the United States (excluding Centers under
redevelopment in 1996 and 1995, Northwest Plaza and Crestwood Plaza).
<TABLE>
<CAPTION>
EAST COAST MID WEST WEST COAST TOTAL
DECEMBER 31 CENTERS CENTERS CENTERS CENTERS
- ------------------------------------------------ --------------- ------------- --------------- -------------
<S> <C> <C> <C> <C>
1995............................................ 92% 92% 89% 90%
1996............................................ 92% 93% 92% 92%
1997............................................ 94% 91% 94% 93%
</TABLE>
COSTS OF OCCUPANCY
Management believes that in order to continue to increase Funds from
Operations, Mall Store retailers must be able to operate profitably. A major
factor contributing to retailer profitability is cost of occupancy, which
consists of base rents and expense recoveries. As sales levels increase, if
expenses subject to recovery are controlled, the retailer can pay a higher rent.
Management believes that the occupancy costs for Mall Stores in the Centers are
competitive within the respective markets serviced by the Centers, thereby
giving the Company an opportunity to increase minimum rents. From 1995 to 1997
recoverable expenses remained relatively constant while sales per square foot
continued to increase. This has permitted base rents to increase without raising
a retailer's total occupancy cost beyond its ability to pay.
The following table sets forth certain information relating to occupancy
costs as a percentage of sales for reporting Mall Store retailers at Managed
Centers (excluding Northwest Plaza and Crestwood Plaza).
<TABLE>
<CAPTION>
FOR THE YEARS ENDED
DECEMBER 31,
-------------------------------
1997 1996 1995
--------- --------- ---------
<S> <C> <C> <C>
Occupancy Costs as a Percentage of Sales:
Base Rents...................................................... 8.4% 8.5% 8.7%
Expense Recoveries.............................................. 4.6 4.7 4.9
--- --- ---
Total......................................................... 13.0% 13.2% 13.6%
--- --- ---
--- --- ---
</TABLE>
LEASES
Generally the Mall Store leases are for ten-year terms at inception and the
leases provide for retailers to pay rent comprised of two elements. The first
element is fixed "base" or "minimum" rent, often subject to step increases
according to a schedule agreed upon at the time of lease inception. The second
element of rent is additional rent based upon a percentage of a retailer's gross
sales in excess of a minimum annual amount. In some cases, retailers only pay a
fixed base rent and, in a few cases, retailers only pay percentage rent.
Virtually all of the leases for Mall Stores contain provisions that allow
the Centers to recover certain operating costs and expenses (including certain
capital expenditures) with respect to the common areas (including parking
facilities), all buildings, roofs and facilities within the Centers, as well as
insurance and property taxes. As a result of the foregoing, the Managed Centers
(excluding Northwest Plaza and Crestwood Plaza) recovered approximately 100% of
these costs and expenditures in 1997.
12
<PAGE>
LEASE EXPIRATIONS
The expiration of leases present shopping center owners with the opportunity
to increase base and percentage rents, modify lease terms and conditions,
improve retailer mix, relocate existing retailers, reconfigure or expand
retailer spaces and introduce new retailers and retail concepts to the shopping
center. The Company endeavors to increase base rent levels in the Centers in
part through negotiating terminations of leases of underperforming retailers and
renegotiating existing leases.
The following table shows scheduled lease expirations as of December 31,
1997 for the next ten years for the Managed Centers' Mall Stores (excluding
Northwest Plaza and Crestwood Plaza).
<TABLE>
<CAPTION>
PERCENTAGE
APPROXIMATE OF AVERAGE PERCENTAGE
MALL GLA MALL GLA BASE RENT ANNUALIZED OF BASE RENT
NUMBER OF OF EXPIRING REPRESENTED (PSF) OF BASE RENT REPRESENTED
YEAR ENDING LEASES LEASES BY EXPIRING EXPIRING OF EXPIRING BY EXPIRING
DECEMBER 31, EXPIRING (SQ. FT.) LEASES LEASES LEASES LEASES
- ---------------------------- ------------- ----------- --------------- ----------- ----------- -------------
(THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
1998........................ 173 413,487 4.7% $ 21.07 $ 8,714 5.7%
1999........................ 210 409,314 4.7 22.24 9,104 6.0
2000........................ 221 378,741 4.3 26.16 9,908 6.5
2001........................ 217 374,974 4.2 29.16 10,935 7.2
2002........................ 222 594,233 6.8 26.42 15,697 10.3
2003........................ 246 524,921 6.0 25.68 13,482 8.9
2004........................ 234 788,563 9.0 23.17 18,275 12.0
2005........................ 207 736,474 8.4 23.15 17,051 11.2
2006........................ 140 522,796 6.0 23.15 12,100 8.0
2007........................ 162 662,818 7.5 22.99 15,238 10.0
</TABLE>
MALL STORE RENTAL RATES
The following table contains certain information regarding per square foot
average base and effective rent of the Mall Stores at Managed Centers (excluding
outparcels, Northwest Plaza and Crestwood Plaza) that have been open since
January 1, 1995.
<TABLE>
<CAPTION>
ALL EXISTING LEASES
--------------------------
EFFECTIVE
AS OF DECEMBER 31, BASE RENT RENT
- ------------------------------------------------------------------- ----------- -------------
<S> <C> <C>
1995............................................................... $ 25.89 $ 26.33
1996............................................................... 27.07 27.62
1997............................................................... 28.11 28.70
</TABLE>
As leases have expired, the Company has generally sought to rent the
available space, either to the existing retailer or a new retailer, at rental
rates that are higher than those of the expired leases, in part since the
average rent for leases in place is generally less than the market rate for such
space.
13
<PAGE>
The following table illustrates increases in Mall Store rental rates for the
Managed Centers (excluding outparcels, Northwest Plaza and Crestwood Plaza).
<TABLE>
<CAPTION>
LEASES EXPIRING LEASE EXECUTED
DURING THE DURING THE
YEAR PERIOD(1) PERIOD(2)
- ---------------------------------------------------- ------------------- -------------------
<S> <C> <C>
1995................................................ $ 22.89 $ 26.06
1996................................................ 21.48 28.16
1997................................................ 27.20 29.22
</TABLE>
- ------------------------
(1) Includes scheduled expirations, early terminations, abandonments and
negotiated buyouts. Represents average base rent for the final year of
occupancy.
(2) Includes renewals. Represents average base rent for the initial year of
occupancy.
Minimum rents at Mall Stores are expected to grow based upon contractual
increases in base rent in existing leases, although there can be no assurance
that such contractual increases will be realized or that such contractual
increases are indicative of possible future increases in base rent. In the
aggregate, base rent at Managed Centers (excluding Northwest Plaza and Crestwood
Plaza) is expected to increase by approximately $13.2 million over the next five
years through these contractual increases.
<TABLE>
<CAPTION>
EXISTING CUMULATIVE
CONTRACTUAL EXISTING
RENT CONTRACTUAL RENT
YEAR INCREASES INCREASES
- ------------------------------------------------------- ------------- ------------------
<S> <C> <C>
1998................................................... $ 4,468,270 $ 4,468,270
1999................................................... 2,502,263 6,970,533
2000................................................... 2,304,043 9,274,576
2001................................................... 2,228,930 11,503,506
2002................................................... 1,649,147 13,152,653
</TABLE>
As required by GAAP, contractual rent increases are recognized as rental
income using the straight line method over the respective lease term which may
result in the recognition of income not evidenced by cash receipts. The amount
of contractual rent increases not represented by cash receipts for the year
ended December 31, 1997 was $3.1 million.
In addition to the increase in existing leases, the Company endeavors to
increase base rent levels in the Centers in part through negotiating
terminations of leases of underperforming tenants and renegotiating existing
leases.
SEASONALITY
The Shopping center industry is seasonal in nature, particularly in the
fourth quarter during the holiday season, when retailer occupancy and retail
sales are typically at their highest levels. In addition, shopping malls achieve
a substantial portion of their specialty (temporary retailer) rents during the
holiday season. As a result of the above, earnings are generally highest in the
fourth quarter of each year.
14
<PAGE>
The following table summarizes certain quarterly data for 1996 and 1997:
<TABLE>
<CAPTION>
1ST 2ND 3RD 4TH
QUARTER QUARTER QUARTER QUARTER
---------- ---------- ---------- ----------
($ IN THOUSANDS)
<S> <C> <C> <C> <C>
1997 QUARTERLY DATA:
Mall store sales(1),(2)........................................ $ 298,716 $ 316,178 $ 325,834 $ 506,591
Revenues....................................................... $ 69,482 $ 69,087 $ 80,209 $ 83,031
Percentage Leased(2)........................................... 91% 92% 92% 93%
1996 QUARTERLY DATA:
Mall store sales(1),(3)........................................ $ 266,944 $ 290,183 $ 297,801 $ 454,838
Revenues....................................................... $ 53,293 $ 52,703 $ 66,839 $ 67,751
Percentage Leased(3)........................................... 88% 89% 90% 92%
</TABLE>
- ------------------------
(1) Excluding Mini Majors.
(2) Excluding Northwest Plaza, Crestwood Plaza and North County Fair.
(3) Excluding Wheaton Plaza, Northwest Plaza, Crestwood Plaza and North County
Fair.
COMPETITION
All of the Centers are located in developed retail and commercial areas.
With respect to certain of such Centers, other mall or neighborhood and
community shopping centers may compete within the primary trade area of each of
the Centers. The amount of rentable space in the relevant primary trade area,
the quality of facilities and the nature of stores at such competing shopping
centers could each have a material adverse effect on the Company's ability to
lease space and on the level of rents the Company can obtain. In addition,
retailers at the Centers face increasing competition from other forms of
retailing, such as discount shopping centers, outlet malls, catalogues, discount
shopping clubs and telemarketing. Other development companies, including other
REIT's, compete for acquisition of new retail shopping centers.
Although the Company believes the Centers can compete effectively within
their trade areas, the Company must also compete with other owners, managers and
developers of retail shopping centers and malls. Those competitors that are not
REITs may be at an advantage to the extent they can utilize working capital to
finance projects, while the Company (and its competitors that are REITs) will be
required by the annual distribution provisions under the Code to distribute
significant amounts of cash from operations to its shareholders. If the Company
should require funds, it may have to borrow when the cost of capital is high.
Moreover, increased competition could adversely affect the Company's revenues
and Funds from Operations.
ENVIRONMENTAL MATTERS
Various federal, state and local laws, ordinances and regulations impose
liability on present and former property owners and operators for the cost of
cleaning up or removing hazardous or toxic materials that are present on or
emanated from such property. Such laws often impose liability without regard to
whether the owner knew of, or was responsible for, the presence of such
hazardous or toxic materials. The presence of contamination on, or even adjacent
to or near a property may impact the valuation of that property or the ability
of the owner to sell, lease or finance it. In addition, persons who arrange for
the disposal or treatment of hazardous or toxic materials may be liable for the
costs of cleaning up contamination that results from the effort to dispose of or
treat those materials at another site.
15
<PAGE>
Certain laws and regulations also impose liability for the release of
certain materials, including asbestos in the environment, and such releases can
form the basis for liability to third persons for personal injury, property or
other damages. Some of the Properties contain asbestos-containing materials.
Procedures have been adopted by the Company to monitor and maintain the
condition of such asbestos containing materials.
Although there can be no assurances, the Company does not believe that
environmental conditions at any of the Properties will have a material adverse
effect on the Company's business, financial condition or results of operations.
There can be no assurance that environmental laws and regulations will not
become more stringent in the future or that the environmental conditions on or
near the Properties, presently known or unknown, will not have a material
adverse effect on individual Properties or the Company in the future.
INSURANCE ARRANGEMENTS
The Company's insurance advisors/brokers have reported that insurances
covering fire, flood, earthquake and comprehensive liability are adequate having
regard to the insurance risks and insured limits customarily carried for similar
properties. The Company will continue fire, business interruption, flood,
earthquake, comprehensive liability and other appropriate insurance with respect
to such Properties and believes that such Properties are adequately covered by
existing insurance. Earthquake insurance is subject to a deductible equal to 5%
of the total insured value of each Managed Center and a combined annual
aggregate loss limit of $120 million on the Managed Centers.
EMPLOYEES
The Company has engaged the Manager to provide the property management and
leasing services, the Advisor to provide advisory services and the Developer to
provide development and redevelopment planning and implementation. As such, the
Company has no employees.
EXECUTIVE OFFICES AND OFFICERS OF THE REGISTRANT
The Company's executive offices are located at 11601 Wilshire Boulevard, Los
Angeles, California 90025 (telephone 310/478-4456). The headquarters of the
Company's Manager, Advisor and Developer are located at the same address in Los
Angeles, California.
The following table sets forth certain information with respect to the
executive officers of the Company:
<TABLE>
<CAPTION>
NAME AGE POSITION
- ------------------------------------------- --- -------------------------------------------
<S> <C> <C>
Frank P. Lowy AO........................... 67 Director and Chairman of the Board
Peter S. Lowy.............................. 39 Director and Co-President
Richard E. Green........................... 55 Associate Director and Co-President
Mark A. Stefanek........................... 43 Chief Financial Officer and Treasurer
Roger D. Burghdorf......................... 50 Executive Vice President
Dimitri Vazelakis.......................... 44 Executive Vice President
Randall J. Smith........................... 48 Executive Vice President
Irv Hepner................................. 47 Secretary
</TABLE>
Set forth below is a summary of the business experience of the executive
officers of the Company. The executive officers of the Company serve at the
pleasure of the Board of Directors and have served in such capacity since the
completion of the Company's Offering, except for Irv Hepner who was appointed
Secretary on November 10, 1997 and designated an Executive Officer on March 12,
1998.
16
<PAGE>
FRANK P. LOWY, AO
Frank P. Lowy was appointed Director of the Company in 1994. Frank P.
Lowy has been Chairman of the Company since 1994. He is Chairman of the
Board of Directors and Co-founder of the WHL. He is a member of the Board
of the Reserve Bank of Australia, former President of the Board of
Trustees of the Art Gallery of New South Wales and a Director of the
Daily Mail and General Trust plc (U.K.). Frank P. Lowy is the father of
David H. Lowy and Peter S. Lowy, both Directors of the Company. In 1993,
Frank P. Lowy was acknowledged as one of six "pioneers" of the shopping
center industry worldwide by the ICSC.
PETER S. LOWY
Peter S. Lowy was appointed Director of the Company in 1994. Peter S.
Lowy was an Executive Vice President of the Company from 1994 until March
1997 and is currently a Co-President of the Company. He has been
responsible for WHL's U.S. operations since 1990 after nearly a decade
with WHL and its affiliates in Sydney. He was appointed a Director of WHL
in 1987 and a Managing Director in 1997. Prior to joining WHL, he worked
in investment banking in New York and London. He holds a Bachelor of
Commerce degree from the University of New South Wales. Peter S. Lowy is
a son of Frank P. Lowy, Chairman of the Company, and a brother of David
H. Lowy, a Director of the Company.
RICHARD E. GREEN
Richard E. Green was appointed an Associate Director of the Company in
May 1997 and has been President of the Company since 1994. From 1980 to
1988 and from 1993 to today, Richard Green has held the position of
President of WHL's U.S. Operations. In the interval from 1988 to 1993, he
served as the President of the entity acquired in the Recapitalization.
From 1968 to 1980 he was employed by the Company, which was then owned by
the May Company, and attained the title of Executive Vice President. He
is a Past Trustee of the ICSC. Mr. Green holds a Bachelor of Accounting
and Finance from San Jose State University.
MARK A. STEFANEK
Mark Stefanek was appointed Treasurer of the Company in 1994 and became
Chief Financial Officer in 1997. Mark Stefanek has extensive experience
in real estate finance and development. He began his career at Arthur
Andersen. He holds a Bachelor of Business Administration-Accounting from
the University of Notre Dame and is a certified public accountant. From
1985 to 1991 he was Chief Financial Officer of Western Development
Corporation and for three years before that he was with Cadillac Fairview
Urban Development, Inc. From 1991 to 1994 he served as Vice President,
Finance and Administration for Disney Development Company.
ROGER D. BURGHDORF
Roger D. Burghdorf was appointed a Senior Executive Vice President of
Leasing and Center Management of the Company in 1994 and became an
Executive Vice President of the Company in 1997. Prior to 1994, Roger D.
Burghdorf was, for four years, the Director of Leasing at CenterMark
Properties, Inc., the Company's predecessor. He is responsible for all
leasing and management services for the Centers throughout the United
States.
17
<PAGE>
DIMITRI VAZELAKIS
Dimitri Vazelakis was appointed a Senior Executive Vice President of the
Company in 1994 and is currently an Executive Vice President of the
Company. He holds a Bachelor of Science in Civil Engineering and a
Masters in Business Administration and Finance from New South Wales
Institute of Technology. Dimitri Vazelakis joined WHL in 1972, and
relocated to WHL's U.S. operations in 1986 and in 1989 he began heading
activities in development, design and construction activities. Between
1979 and 1986, he worked with WHL in Australia, obtaining the position of
Deputy General Manager of Design and Construction.
RANDALL J. SMITH
Randall Smith is an Executive Vice President of the Company. With over 20
years of experience in the field. Mr. Smith was with May Centers, Inc.,
the Company's predecessor, for nine years, before joining the Company in
1995. Mr. Smith has a Bachelor of Arts in Art and Architecture and a
Master in Business Administration in Marketing from Miami University. He
is a member of the ICSC's Research Advisory Task Force.
IRV HEPNER
Irv Hepner was appointed Secretary of the Company in 1997 and designated
an Executive Officer in 1998. He has 18 years of experience as a lawyer
in real estate finance, real estate securities and corporate matters. He
holds a Bachelor's of Arts degree in Architecture from Yale College and a
Juris Doctor from Benjamin N. Cardozo School of Law. Prior to his
appointment as Secretary of the Company, Irv Hepner was a partner in the
firm of Loeb & Loeb LLP in New York City. Prior to that, from 1984 to
1994, he was first an associate and then a partner in the firm of Mayer,
Brown & Platt in New York City, and was previously associated with
Willkie Farr & Gallagher from 1982 to 1984 and Debevoise & Plimpton from
1979 to 1982.
PROPERTIES
ITEM 2.:
WESTFIELD AMERICA SHOPPING CENTERS
The following table sets forth certain information about each of the
Westfield America Shopping Centers which consists of interests in 16
super-regional shopping centers, including Crestwood Plaza which was acquired in
January 1998, six regional centers and three power centers located in seven
states in the East Coast, the Mid West and the West Coast regions of the United
States totaling 23 million square feet of Total GLA.
18
<PAGE>
CENTER PROFILE
<TABLE>
<CAPTION>
PERCENTAGE OF MALL OCCUPANCY COST
PERCENTAGE TOTAL GLA MALL GLA GLA LEASED AT AS A % OF SALES
SHOPPING CENTER & LOCATION OWNERSHIP (SQ. FT.) (SQ. FT.) DECEMBER 31, 1997 DECEMBER 31, 1997
- ----------------------------------- --------------- ----------- ----------- --------------------- ---------------------
<S> <C> <C> <C> <C> <C>
EAST COAST
Annapolis Mall,(4) .............. 100% 990,000 410,000 99% 13.7%
Annapolis, Maryland
Connecticut Post Mall,(3) ....... 100 830,000 430,000 88 15.0
Milford, Connecticut
Enfield Square,(3),(4) .......... 100 680,000 260,000 97 13.6
Enfield, Connecticut
Meriden Square, ................. 100 750,000 300,000 100 13.3
Meriden, Connecticut
Montgomery Mall, ................ 100 1,250,000 460,000 100 13.6
Bethesda, Maryland
South Shore Mall(4) ............. 100 1,070,000 330,000 81 16.2
Bay Shore, New York
Trumbull Shopping Park, ......... 100 1,190,000 500,000 95 14.7
Trumbull, Connecticut
Wheaton Plaza Shopping 68 1,200,000 490,000 90 9.3
Center, .......................
Wheaton, Maryland
----------- ----------- --- ---
Total(6)....................... 7,960,000 3,180,000 94% 13.5%
----------- ----------- --- ---
<CAPTION>
1997 MALL HISTORY &
STORE SALES STATUS MAJOR RETAILERS &
SHOPPING CENTER & LOCATION (PER SQ. FT.)(2) OF DEVELOPMENT SPECIAL FEATURES
- ----------------------------------- ----------------- --------------- ----------------------
<S> <C> <C> <C>
EAST COAST
Annapolis Mall,(4) .............. $ 381 Opened 1980 Nordstrom, Hecht's,
Annapolis, Maryland Redeveloped JCPenney, Montgomery
1983/1994 Ward
Connecticut Post Mall,(3) ....... 292 Opened 1960 Filene's, JCPenney,
Milford, Connecticut Redeveloped Caldor
1991
Enfield Square,(3),(4) .......... 238 Opened 1971 Filene's, JCPenney,
Enfield, Connecticut Redeveloped Sears
1987/1997
Meriden Square, ................. 328 Opened 1971 Filene's, JCPenney,
Meriden, Connecticut Redeveloped Sears
1988/1993
Montgomery Mall, ................ 445 Opened 1968 Nordstrom, Hecht's,
Bethesda, Maryland Redeveloped Sears, JCPenney
1976/1982/1984
1991
South Shore Mall(4) ............. 333 Opened 1963 Macys, JCPenney, Sears
Bay Shore, New York Under
Redevelopment
Trumbull Shopping Park, ......... 325 Opened 1962 Macys, Filene's, Lord
Trumbull, Connecticut Redeveloped & Taylor, JCPenney
1982/1987/1990
1992
Wheaton Plaza Shopping 319 Opened 1960 Filene's JCPenney,
Center, ....................... Redeveloped Montgomery Ward
Wheaton, Maryland 1987
-----
Total(6)....................... $ 352
-----
</TABLE>
19
<PAGE>
<TABLE>
<CAPTION>
PERCENTAGE OF MALL OCCUPANCY COST
PERCENTAGE TOTAL GLA MALL GLA GLA LEASED AT AS A % OF SALES
SHOPPING CENTER & LOCATION OWNERSHIP (SQ. FT.) (SQ. FT.) DECEMBER 31, 1997 DECEMBER 31, 1997
- ----------------------------------- --------------- ----------- ----------- --------------------- ---------------------
<S> <C> <C> <C> <C> <C>
MID WEST
Mid Rivers Mall, ................ 100% 930,000 360,000 89% 14.4%
St. Peters, Missouri
Northwest Plaza, ................ 100 1,690,000 720,000 84 n/a
St. Ann, Missouri
South County Center,(3) ......... 100 750,000 260,000 91 10.9
St. Louis, Missouri
West County Center,(4) .......... 100 580,000 150,000 93 14.5
Des Peres, Missouri
West Park Mall, ................. 100 500,000 230,000 89 12.8
Cape Girardeau, Missouri
Westland Towne Center, .......... 100 470,000 140,000 97 8.0
Lakewood, Colorado
----------- ----------- --- ---
Total(6)....................... 4,920,000 1,860,000 91% 11.1%
----------- ----------- --- ---
WEST COAST
Eagle Rock Plaza, ............... 100 470,000 160,000 94 17.0
Los Angeles, California
Eastland Center, ................ 100 730,000 530,000 94 4.9
West Covina, California
Mission Valley Center ........... 76 1,370,000 500,000 100 9.5
San Diego, California
Mission Valley 76 210,000 210,000 n/a n/a
Center--West,(4) ..............
San Diego, California
<CAPTION>
1997 MALL HISTORY &
STORE SALES STATUS MAJOR RETAILERS &
SHOPPING CENTER & LOCATION (PER SQ. FT.)(2) OF DEVELOPMENT SPECIAL FEATURES
- ----------------------------------- ----------------- --------------- ----------------------
<S> <C> <C> <C>
MID WEST
Mid Rivers Mall, ................ $ 256 Opened 1987 Famous-Barr,
St. Peters, Missouri Redeveloped Dillard's, Sears,
1990/1996 JCPenney
Northwest Plaza, ................ 278 Opened 1965 Famous-Barr, JCPenney,
St. Ann, Missouri Redeveloped Sears, Dillards
1989
South County Center,(3) ......... 302 Opened 1963 Famous-Barr,
St. Louis, Missouri Redeveloped Dillard's, JCPenney
1979
West County Center,(4) .......... 254 Opened 1969 Famous-Barr, JCPenney
Des Peres, Missouri Redeveloped
1985
West Park Mall, ................. 214 Opened 1981 Famous-Barr, JCPenney,
Cape Girardeau, Missouri Redeveloped Venture
1984
Westland Towne Center, .......... 175 Opened 1960 Sears, Super Kmart
Lakewood, Colorado Redeveloped
1978/1994
-----
Total(6)....................... $ 257
-----
WEST COAST
Eagle Rock Plaza, ............... 184 Opened 1973 Robinsons-May,
Los Angeles, California Montgomery Ward
Eastland Center, ................ 242 Opened 1957 Mervyns, Target.
West Covina, California Redeveloped Burlington Coat
1979/1997 Factory, Loehmann's,
Baby's 'R Us,
Marshall's, Old Navy
Mission Valley Center ........... 255 Opened 1961 Robinsons-May, Macy's,
San Diego, California Redeveloped Montgomery Ward, AMC
1975/1983/1997 20-Screen theater,
Nordstrom Rack
Mission Valley n/a Opened 1961 Borders Books,
Center--West,(4) .............. Under Marshalls, Old Navy,
San Diego, California Redevelopment The Gordon Biersch
Brewing Company
</TABLE>
20
<PAGE>
<TABLE>
<CAPTION>
PERCENTAGE OF MALL OCCUPANCY COST
PERCENTAGE TOTAL GLA MALL GLA GLA LEASED AT AS A % OF SALES
SHOPPING CENTER & LOCATION OWNERSHIP (SQ. FT.) (SQ. FT.) DECEMBER 31, 1997 DECEMBER 31, 1997
- ----------------------------------- --------------- ----------- ----------- --------------------- ---------------------
<S> <C> <C> <C> <C> <C>
North County Fair,(1),(5) ....... 45% 1,260,000 380,000 84% 13.4%
Escondido, California
Plaza Bonita, ................... 100 820,000 310,000 95 16.4
National City, California
Plaza Camino Real, .............. 40 1,150,000 430,000 88 13.9
Carlsbad, California
The Plaza at West Covina, ....... 100 1,170,000 530,000 95 16.3
West Covina, California
Topanga Plaza, .................. 42 1,050,000 370,000 99 13.6
Canoga Park, California
Vancouver Mall, ................. 50 870,000 320,000 87 11.1
Vancouver, Washington
----------- ----------- --- ---
Total(6)....................... 9,100,000 3,740,000 94% 12.5%
----------- ----------- --- ---
Grand Total(6)................. 21,980,000 8,780,000 93% 13.0%
----------- ----------- --- ---
----------- ----------- --- ---
<CAPTION>
1998 ACQUISITION
- -----------------------------------
<S> <C> <C> <C> <C> <C>
Crestwood Plaza, ................ 100 1,010,000 400,000 91% n/a
Crestwood, Missouri
<CAPTION>
1997 MALL HISTORY &
STORE SALES STATUS MAJOR RETAILERS &
SHOPPING CENTER & LOCATION (PER SQ. FT.)(2) OF DEVELOPMENT SPECIAL FEATURES
- ----------------------------------- ----------------- --------------- ----------------------
<S> <C> <C> <C>
North County Fair,(1),(5) ....... $ 336 Opened 1986 Nordstrom, Robinsons-
Escondido, California May(2), Macy's,
JCPenney, Sears
Plaza Bonita, ................... 312 Opened 1981 Robinsons-May,
National City, California JCPenney, Montgomery
Ward and Mervyn's
Plaza Camino Real, .............. 287 Opened 1969 Macy's(2), Robinsons-
Carlsbad, California Redeveloped May, Sears, JCPenney
1979/1989
The Plaza at West Covina, ....... 281 Opened 1975 Robinsons-May, Macy's,
West Covina, California Redeveloped Sears, JCPenney
1990/1993
Topanga Plaza, .................. 348 Opened 1964 Nordstrom, Robinsons-
Canoga Park, California Redevelopment May, Sears,
1984/1992/1994 Montgomery Ward
Vancouver Mall, ................. 252 Opened 1977 Nordstrom, Meier &
Vancouver, Washington Redeveloped Frank, Sears,
1979/1993 JCPenney, Mervyn's
-----
Total(6)....................... $ 281
-----
Grand Total(6)................. $ 310
-----
-----
1998 ACQUISITION
- -----------------------------------
<S> <C> <C> <C>
Crestwood Plaza, ................ $ 303 Opened 1957 Famous--Barr, Sears,
Crestwood, Missouri Redeveloped Dillard's
1984
</TABLE>
- ------------------------------
(1) North County Fair is managed by TrizecHahn Corporation.
(2) Sales are based on Mall Store retailers reporting sales for 12 consecutive
months and excludes Mini Majors.
(3) The Company's interest in this Center includes certain incidental long-term
ground leases.
(4) Under redevelopment during 1998.
(5) The Joint Venture which owns this Center leases it from the City of
Escondido pursuant to a 50-year ground lease which expires in 2033.
(6) Total and Grand Totals are for Managed Centers and exclude Northwest Plaza.
21
<PAGE>
MORTGAGE AND OTHER DEBT ON PORTFOLIO PROPERTIES
The following table sets forth certain information regarding the mortgages
encumbering the Centers, including Centers which the Company has less than a
100% interest. All mortgage debt is nonrecourse to the Company except a $15
million loan secured by Mid Rivers Mall. The information set forth below is as
of December 31, 1997.
<TABLE>
<CAPTION>
EARLIEST DATE
ON WHICH THE
ANNUAL ANNUAL BALANCE NOTE CAN BE
INTEREST PRINCIPAL DEBT MATURITY DUE ON PREPAID W/O
PROPERTY PLEDGED AS COLLATERAL RATE BALANCE SERVICE DATE MATURITY PENALTY
- -------------------------------------- ---------- --------- --------- --------- --------- -------------
(000'S) (000'S)
<S> <C> <C> <C> <C> <C> <C>
Trumbull Shopping Park................ 7.07% $ 140,866 $ 10,017 7/01/00 $ 130,727 4/2000(4)
Mid Rivers Mall....................... 8.09% 15,000 1,214 2/11/99 15,000 2/1999(3)
Mid Rivers Mall....................... 6.15% 38,205 2,350 2/11/99 38,205 2/1999(3)
Plaza Bonita.......................... 6.15% 59,030 3,630 2/11/99 59,030 2/1999(3)
Plaza West Covina..................... 6.15% 60,615 3,728 2/11/99 60,615 2/1999(3)
West Park Mall........................ 6.15% 14,150 870 2/11/99 14,150 2/1999(3)
Montgomery Mall....................... 6.51% 121,515 7,911 2/11/01 121,515 2/2001(3)
South County Center................... 6.51% 28,735 1,871 2/11/01 28,735 2/2001(3)
West County Center.................... 6.51% 16,750 1,090 2/11/01 16,750 2/2001(3)
May Department Stores................. 6.39% 19,393 2,489 2/04/04 0 2/2004
May Department Stores................. 7.33% 55,167 5,342 2/04/14 0 2/2014
--------- --------- ---------
Total Wholly Owned.................. 569,426 40,512 484,727
Mission Valley Center (75.8%)(1)...... 6.78% 56,850 3,854 12/31/04 56,850 12/1999
Plaza Camino Real (40%)(1)............ 9.50% 14,747 1,515 6/01/00 14,497 3/2000(5)
Topanga Plaza (42%)(1)................ 10.13% 24,037 2,637 2/01/02 23,039 2/2002(5)
Vancouver Mall (50%)(1)............... 9.78% 15,797 1,701 5/13/02 15,035 2/2002(6)
North County Fair (45%)(1),(2)........ 12.25% 22,318 2,879 5/30/22 0 6/2022(7)
--------- --------- ---------
$ 703,175 $ 53,098 $ 594,148
--------- --------- ---------
--------- --------- ---------
</TABLE>
- --------------------------
(1) Reflects the Company's pro rata share of debt.
(2) Contingent interest is owed at 30% of receipts in excess of $8.3 million.
(3) May be prepaid with a premium equal to the greater of a yield maintenance
premium or a declining 1% premium (as defined).
(4) Prepayment in entirety with 60 days notice subject to the greater of a yield
maintenance premium (as defined) or 1% of balance, until April 2000.
(5) May be prepaid for the greater of 1% of the outstanding principal balance or
yield maintenance premium amount (as defined).
(6) May be prepaid for the greater of 2% of the outstanding principal balance or
yield maintenance premium amount (as defined).
(7) Beginning June 2004, the loan may be prepaid for a 6% premium; this declines
0.5% annually to a minimum of 1% plus ten times contingent interest.
ITEM 3: LEGAL PROCEEDINGS
The Company currently is neither subject to any material litigation nor, to
management's knowledge, is any material litigation currently threatened against
the Company other than routine litigation and administrative proceedings arising
in the ordinary course of business. Based on consultation with counsel,
management believes that these items will not have a material adverse impact on
the Company's consolidated financial position or results of operations.
ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
22
<PAGE>
PART II
ITEM 5: MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The Company's common stock began trading on the New York Stock Exchange
("NYSE") on May 16, 1997, under the symbol "WEA." The following table sets forth
the high, low and closing sales price per share of the Company's common stock
and declared distributions for each share of the Company's common stock on a
quarterly basis since the initial public offering.
<TABLE>
<CAPTION>
DECLARED
1997 QUARTER ENDED HIGH LOW CLOSE DISTRIBUTION
- ----------------------------------------------------------------------- --------- --------- --------- -------------
<S> <C> <C> <C> <C>
June 30 (from May 16, 1997)............................................ $ 16.88 $ 15.00 $ 16.88 $ 0.16
September 30........................................................... $ 17.25 $ 16.38 $ 16.63 $ 0.35
December 31............................................................ $ 17.75 $ 16.13 $ 17.00 $ 0.35
</TABLE>
The closing sales price per share of common stock was $17.875 on March 25,
1998.
The approximate number of shareholders of record of the common stock was 94
as of March 25, 1998.
In January 1997, the Company issued 8,151,155 shares of common stock to
Westfield America Trust ("WAT"), an accredited investor, for a price of $16.01
per share in a private placement exempt from registration pursuant to Section
4(2) of the Securities Act. The Company used the proceeds to purchase 8,151,155
shares of common stock held by GGP Limited Partnership.
Also simultaneously with the closing of the Offering, WAT acquired a warrant
(the "1997 WAT Warrant") to purchase 2,089,552 shares of additional common stock
of the Company at $15.00 per share. The sale price for the 1997 WAT Warrant was
$2.5 million. The sale was effected in a private placement exempt from
registration pursuant to Section 4(2) of the Securities Act of 1933, as amended.
The Company intends to continue to pay regular quarterly distributions to
the holders of its common stock. Since January 1, 1995, the Company has made
regular quarterly distributions on its common stock. For the years ended
December 31, 1995, 1996 and 1997, the Company declared distributions per common
share of $1.68, $1.51 and $1.59, respectively.
Included as part of the 1997 distribution declared is a distribution
declared on December 19, 1997 to shareholders of record on December 31, 1997 of
$28.4 million or $0.35 per common share for the quarter ended December 31, 1997,
which equates to $1.40 per share on an annualized basis.
23
<PAGE>
ITEM 6: SELECTED FINANCIAL DATA
The following table sets forth historical and consolidated financial data
for the Company and should be read in conjunction with the Company's
Consolidated Financial Statements and the Notes thereto and "Management's
Discussion and Analysis of Financial Condition and Results of Operations"
included elsewhere herein. The Company's Consolidated Financial Statements are
not necessarily indicative of the future financial position and results of
operations of the Company. The Company believes that the book value of its real
estate assets, which reflects the historical cost of such real estate assets
less accumulated depreciation, is less than the current market value of its
properties.
At December 31, 1997 and for the year then ended, the Consolidated Financial
Statements and Notes thereto reflect the consolidated financial results of 15
centers, the equity in income of five unconsolidated real estate partnerships,
Wheaton Plaza following its acquisition in June 1997, the equity in income of
Annapolis Mall Limited Partnership through June 1997 and 100% thereafter
following the Company's acquisition of the 70% interest in Annapolis Mall that
it did not already own, the equity in income of Meriden Square Limited
Partnership through September 1997 and 100% thereafter following the Company's
acquisition of the 50% interest in Meriden Square that it did not already own,
12 separate department store properties that are net leased to the May Company
under financing leases, and certain other real estate investments. The Company's
acquisition of Northwest Plaza in December 1997 has been excluded from
Management's Discussion and Analysis of Financial Condition and Results of
Operations as this Center did not have a material impact on the 1997 results of
operations.
At December 31, 1996 and for the year then ended, the Consolidated Financial
Statements reflect the Recapitalization and the acquisition of the Acquired
Properties in July 1996. At December 1995 and for the year then ended, the
Consolidated Financial Statements reflect the Mission Valley Partnership, the
owner of Mission Valley Center and Mission Valley Center-West, as an
unconsolidated real estate partnership. In September 1995, the Company acquired
a controlling interest in the Mission Valley Partnership and consolidated the
Mission Valley Partnership in 1996. At December 31, 1994 and for the period from
February 12, 1994 through December 31, 1994, the Consolidated Financial
Statements reflect the acquisition of the Company in February 1994 by affiliates
of WHL and certain other investors. In connection with the 1994 acquisition, the
Manager assumed management of the Company's shopping centers and consolidated
the Company's St. Louis headquarter operations with the Manager's operations in
Los Angeles, California in January 1995.
24
<PAGE>
<TABLE>
<CAPTION>
PREDECESSOR
PERIOD FROM PERIOD FROM
FEBRUARY 12, JANUARY 1,
1994 1994
YEARS ENDED DECEMBER 31, THROUGH THROUGH YEAR ENDED
----------------------------------- DECEMBER 31, FEBRUARY 11, DECEMBER 31,
1997 1996 1995 1994 1994 1993
----------- ---------- ---------- ------------ ------------ ------------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C> <C>
OPERATING DATA:
Revenues:
Minimum rents.................. $ 147,971 $ 105,295 $ 74,727 $ 58,750 $ 7,309 $ 60,726
Tenant recoveries.............. 64,662 44,423 32,335 32,023 4,036 31,359
Percentage rents............... 4,175 3,991 1,690 2,470 467 2,960
Service fee and other income... -- -- -- 6,213 957 10,192
----------- ---------- ---------- ------------ ------------ ------------
Total revenue................ 216,808 153,709 108,752 99,456 12,769 105,237
Expenses:
Operating...................... 64,156 47,339 33,532 29,477 4,326 31,693
Management fees................ 4,074 3,191 1,828 -- -- --
Advisory Fee (not payable)..... -- 2,600 -- -- -- --
General and administrative..... 949 808 776 7,129 2,543 20,038
Depreciation and
amortization................. 53,913 38,596 29,150 24,897 3,605 29,011
----------- ---------- ---------- ------------ ------------ ------------
Operating income............. 93,716 61,175 43,466 37,953 2,295 24,495
Interest expense, net.......... 57,472 40,233 27,916 24,156 481 7,160
----------- ---------- ---------- ------------ ------------ ------------
Income before other income
and income taxes........... 36,244 20,942 15,550 13,797 1,814 17,335
Equity in net income (loss) of
unconsolidated real estate
partnerships................. 3,887 3,707 4,412 (386) (2,151) (3,177)
Interest and other income...... 9,212 1,110 1,884 1,830 340 2,996
Gains on sales of properties
and partnership interests.... -- -- -- -- -- 2,566
Income taxes................... -- -- -- -- -- (13,819)
Minority interest in earnings
of consolidated real estate
partnerships................. (2,478) (1,063) -- -- -- --
----------- ---------- ---------- ------------ ------------ ------------
Net income....................... $ 46,865 $ 24,696 $ 21,846 $ 15,241 $ 3 $ 5,901
----------- ---------- ---------- ------------ ------------ ------------
----------- ---------- ---------- ------------ ------------ ------------
Net income allocable to common
shares......................... $ 35,437 $ 20,432 $ 21,843 $ 15,241 $ 3 $ 5,901
----------- ---------- ---------- ------------ ------------ ------------
----------- ---------- ---------- ------------ ------------ ------------
Earnings per common share(1),
(6)............................ $ 0.54 $ 0.42 $ 0.48 $ 0.34
----------- ---------- ---------- ------------
----------- ---------- ---------- ------------
Dividends declared per common
share(1), (5)................ $ 1.59 $ 1.51 $ 1.68 $ 0.81
----------- ---------- ---------- ------------
----------- ---------- ---------- ------------
</TABLE>
25
<PAGE>
<TABLE>
<CAPTION>
PREDECESSOR
PERIOD FROM PERIOD FROM
FEBRUARY 12, JANUARY 1,
1994 1994
YEARS ENDED DECEMBER 31, THROUGH THROUGH YEAR ENDED
----------------------------------- DECEMBER 31, FEBRUARY 11, DECEMBER 31,
1997 1996 1995 1994 1994 1993
----------- ---------- ---------- ------------ ------------ ------------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
OTHER DATA:
EBITDA(2)........................ $ 177,858 $ 124,352 $ 102,199 $ 83,529 $ 8,691 $ 80,432
Funds from Operations(3)......... $ 111,271 $ 75,842 $ 65,792 $ 53,315 $ 4,942 $ 60,472
Cash flows provided by operating
activities..................... $ 91,180 $ 55,244 $ 41,937 $ 20,665 $ 5,294 $ 35,883
Cash flows (used in) provided by
investing activities........... $ (560,965) $ (90,969) $ 6,529 $ 23,556 $ (23,501) $ (42,778)
Cash flows provided by (used in)
financing activities........... $ 474,059 $ 42,454 $ (62,722) $ (67,988) $ 26,013 $ (13,772)
Funds from operations allocable
to common shares(3), (4)....... $ 100,555 $ 71,578 $ 65,789 $ 53,315 $ 60,472
Weighted average number of common
shares(4), (6)................. 65,505 49,063 44,978 44,902 52
</TABLE>
<TABLE>
<CAPTION>
DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31,
1997 1996 1995 1994 1993
------------ ------------ ------------ ------------ ------------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:
Investments in real estate, net......... $1,848,501 $1,310,434 $ 829,484 $ 848,892 $ 884,392
Total assets............................ $1,948,944 $1,341,854 $ 841,990 $ 879,951 $ 944,490
Notes payable and revolving credit
facility.............................. $1,107,425 $ 770,625 $ 426,781 $ 420,397 $ 38,205
Minority interest....................... $ 25,123 $ 54 $ -- $ -- $ --
Shareholders' equity.................... $ 747,694 $ 518,530 $ 380,419 $ 430,782 $ 669,967
</TABLE>
- ------------------------
(1) Information for the period January 1, 1994 through February 11, 1994, and
the year ended December 31, 1993, is not presented because it is not
comparable.
(2) EBITDA represents the Company's share of net income before interest, taxes,
depreciation and amortization. While EBITDA should not be construed as an
alternative to operating income (as determined in accordance with Generally
Accepted Accounting Principles ("GAAP") as an indicator of the Company's
operating performance or to cash flows from operating activities (as
determined in accordance with GAAP) as a measure of liquidity and other
consolidated income or cash flow statement data determined in accordance
with GAAP, the Company believes that EBITDA is an effective measure of
shopping center operating performance because EBITDA is unaffected by the
debt and equity structure of the property owner.
(3) The Company computes Funds from Operations in accordance with standards
established by the White Paper on Funds from Operations approved by the
Board of Governors of NAREIT in March 1995 which defines Funds from
Operations as net income (loss) (computed in accordance with GAAP) excluding
gains (or losses) from debt restructuring and sales of property, plus real
estate related depreciation and amortization and after adjustments for
unconsolidated partnerships and joint ventures except for the year ended
December 31, 1993, for which income taxes are not included. Funds from
Operations should not be considered as an alternative to net income
(determined in accordance with GAAP) as a measure of the Company's financial
performance or to cash flow from operating activities (determined in
accordance with GAAP), as a measure of the Company's liquidity, nor is it
indicative of funds available to fund the Company's cash needs, including
its ability to make distributions. In addition, Funds from Operations as
computed by the Company may not be comparable to similarly titled figures
reported by other REIT's.
(4) The computation for the 42 days ended February 11, 1994 is not presented as
it is not comparable.
(5) Since the Offering, dividends declared per common share have been $1.40 per
share on an annual basis.
(6) The earnings per share amounts prior to 1997 have been restated as required
to comply with Statement of Financial Accounting Standards No. 128, EARNINGS
PER SHARE. For further discussion of earnings per share and the impact of
Statement No. 128, see Note 2 to the Consolidated Financial Statements.
26
<PAGE>
ITEM 7: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion should be read in conjunction with the "Selected
Financial Data" and the Company's Consolidated Financial Statements and Notes
thereto. Historical results set forth in "Selected Financial Data" and the
Company's Consolidated Financial Statements are not necessarily indicative of
the future financial position and results of operations of the Company.
GENERAL BACKGROUND
On May 21, 1997 the Company completed an initial public offering of 20.4
million shares of common stock (including shares issued upon exercise of an over
allotment option) (the "Offering") and the sale of 270,000 preferred shares
resulting in proceeds totaling $300.4 million, net of underwriting discounts and
expenses of the Offering. The proceeds from the Offering, the sale of preferred
stock and an increase in borrowings under the Company's unsecured revolving
credit facility were used to make participating loans totaling $145 million to
two wholly owned indirect subsidiaries of WHL secured by a 50% indirect interest
in Garden State Plaza ("Garden State Plaza Loan"), purchase the 70% interest in
Annapolis Mall Limited Partnership that the Company did not already own and
certain adjacent property for $133 million, purchase a 68% managing interest in
Wheaton Plaza Regional Shopping Center, LLP for $51.5 million and acquire
options in WHL for $15.2 million ("WHL Options").
At December 31, 1997 and for the year then ended, the Consolidated Financial
Statements and Notes thereto reflect the consolidated financial results of 15
centers, the equity in income of five unconsolidated real estate partnerships,
Wheaton Plaza following its acquisition in June 1997, the equity in income of
Annapolis Mall Limited Partnership through June 1997 and 100% thereafter
following the Company's acquisition of the 70% interest in Annapolis Mall that
it did not already own, the equity in income of Meriden Square Limited
Partnership through September 1997 and 100% thereafter following the Company's
acquisition of the 50% interest in Meriden Square that it did not already own,
12 separate department store properties that are net leased to the May Company
under financing leases, and certain other real estate investments. The Company's
acquisition of Northwest Plaza in December 1997 has been excluded from
Management's Discussion and Analysis of Financial Condition and Results of
Operations as this Center did not have a material impact on the 1997 results of
operations.
At December 31, 1996 and for the year then ended, the Consolidated Financial
Statements reflect the Recapitalization and the acquisition of the Acquired
Properties in July 1996. At December 1995 and for the year then ended, the
Consolidated Financial Statements reflect the Mission Valley Partnership, the
owner of Mission Valley Center and Mission Valley Center-West, as an
unconsolidated real estate partnership. In September 1995, the Company acquired
a controlling interest in the Mission Valley Partnership and consolidated the
Mission Valley Partnership in 1996. At December 31, 1994 and for the period from
February 12, 1994 through December 31, 1994, the Consolidated Financial
Statements reflect the acquisition of the Company in February 1994 by affiliates
of WHL and certain other investors. In connection with the 1994 acquisition, the
Manager assumed management of the Centers and consolidated the Company's St.
Louis headquarter operations with the Manager's operations in Los Angeles in
January 1995.
27
<PAGE>
RESULTS OF OPERATIONS
COMPARISONS OF YEAR ENDED DECEMBER 31, 1997 TO YEAR ENDED DECEMBER 31, 1996
TOTAL REVENUES increased $63.1 million or 41% to $216.8 million for the year
ended December 31, 1997 as compared to $153.7 million for the same period in
1996. The increase is primarily the result of a full year of operations for the
Acquired Properties which were acquired in July 1996, the acquisitions of an
additional 70% interest in Annapolis Mall, a 68% managing interest in Wheaton
Plaza and an additional 50% interest in Meriden Square, which contributed a
combined $51.7 million or 82% of the increase in total revenues. Excluding the
total revenues generated by these acquisitions, total revenues increased $11.4
million due to higher minimum rent resulting from the Eastland, Mid Rivers and
Mission Valley redevelopments, higher occupancy and higher specialty leasing
(which involves temporary licenses of space for a period from 30 days to 11
months) throughout the portfolio. The Company believes such specialty leasing
will be an ongoing part of the Company's leasing program.
TOTAL EXPENSES increased $30.6 million or 33% to $123.1 million for the year
ended December 31, 1997 as compared to $92.5 million for the same period in
1996. The increase is primarily the result of a full year of operations for the
Acquired Properties, the acquisitions of an additional 70% interest in Annapolis
Mall, a 68% managing interest in Wheaton Plaza and an additional 50% interest in
Meriden Square, which contributed a combined $30.1 million or 98% of the
increase in total expenses. Excluding the total expenses incurred by the
acquisitions and an advisory fee, not payable in 1996 of $2.6 million, total
expenses increased $3.1 million due to increased depreciation totaling $2.9
million, primarily due to the Mid Rivers, Eastland and Mission Valley
redevelopments being placed into service in 1997.
INTEREST EXPENSE, net of capitalized interest, increased $17.3 million or
43% to $57.5 million for the year ended December 31, 1997 as compared to $40.2
million for the same period in 1996. The increase is due to the acquisition of
the Acquired Properties which contributed $8.8 million of the increase in
interest expense. Excluding the Acquired Properties, interest expense increased
$8.5 million due to additional borrowings on the Company's revolving credit
facility as a result of the Offering, and the purchase of Meriden Square and
lower interest capitalized due to the completion of the Mid Rivers and Mission
Valley redevelopments.
EQUITY IN INCOME OF UNCONSOLIDATED REAL ESTATE PARTNERSHIPS increased by
$0.2 million to $3.9 million for the year ended December 31, 1997 as compared to
$3.7 million for the same period in 1996 due to improved operating results
totaling $1.7 million as a result of increased occupancy, rental rates and
specialty leasing income at all the partnerships and recovery of earthquake
repair costs of $0.4 million at Topanga Plaza Partnership, partially offset by
the consolidation of Annapolis Mall and Meriden Square Partnerships which were
acquired in June and September of 1997, respectively.
INTEREST AND OTHER INCOME increased $8.1 million to $9.2 million for the
year ended December 31, 1997 as compared to $1.1 million for the same period in
1996. The increase was primarily due to interest earned of $8.3 million on the
Garden State Plaza Loan.
MINORITY INTERESTS IN EARNINGS OF CONSOLIDATED REAL ESTATE PARTNERSHIPS
increased $1.4 million to $2.5 million for the year ended December 31, 1997 as
compared to $1.1 million for the same period in 1996 due to the acquisition of a
68% managing interest in Wheaton Plaza.
NET INCOME increased $22.2 million or 90% to $46.9 million from $24.7
million for the same period in 1996. Excluding the advisory fee, which was not
payable in 1996, net income increased $19.6 million of which the acquisition of
the Acquired Properties, Annapolis Mall, Wheaton Plaza and Meriden Square
contributed a combined $11.5 million or 59% of the increase in net income and
the other properties within the portfolio contributed $8.1 million or 41% of the
increase for the reasons discussed above.
28
<PAGE>
COMPARISON OF YEAR ENDED DECEMBER 31, 1996 TO YEAR ENDED DECEMBER 31, 1995
TOTAL REVENUES increased $44.9 million or 41% to $153.7 million for the year
ended December 31, 1996 as compared to $108.8 million for the same period in
1995. The increase is primarily the result of the acquisition of the Acquired
Properties and consolidation of the Company's equity interest in the Mission
Valley Partnership which contributed a combined $40.2 million or 90% of the
increase in total revenues from 1995 to 1996. Excluding total revenues generated
by the Acquired Properties and Mission Valley, total revenues increased $4.7
million or 10% of the increase in total revenues from 1995 to 1996 due to
increases in average rental rates throughout the portfolio and strong specialty
leasing.
TOTAL EXPENSES increased $27.2 million or 42% to $92.5 million for the year
ended December 31, 1996 as compared to $65.3 million for the same period in
1995. The increase is primarily the result of the acquisition of the Acquired
Properties and consolidation of the Company's equity interest in the Mission
Valley Partnership which contributed a combined $23.7 million or 87% of the
increase in total expenses from 1995 to 1996. Excluding total expenses of the
Acquired Properties, Mission Valley Partnership and an advisory fee totaling
$2.6 million which was not payable, total expenses increased $0.9 million or 3%
of the increase in total expenses from 1995 to 1996 due primarily to increases
in depreciation expense of $0.9 million.
INTEREST EXPENSE, net of capitalized interest, increased $12.3 million or
44% to $40.2 million for the year ended December 31, 1996 as compared to $27.9
million for the same period in 1995. The increase is due primarily to the
acquisition of the Acquired Properties and consolidation of the Company's equity
interest in the Mission Valley Partnership which contributed a combined $11.9
million or 97% of the increase in net interest expense.
EQUITY IN INCOME OF UNCONSOLIDATED REAL ESTATE PARTNERSHIPS decreased by
$0.7 million to $3.7 million for the year ended December 31, 1996 as compared to
$4.4 million for the same period in 1995 due primarily to the consolidation of
the Mission Valley Partnership in 1996.
INTEREST AND OTHER INCOME decreased $0.8 million to $1.1 million for the
year ended December 31, 1996 as compared to $1.9 million for the same period in
1995 primarily due to lower income earned from the management of third party
centers due to an amendment in the management agreement as a result of the
Recapitalization in July 1996.
MINORITY INTERESTS IN EARNINGS OF CONSOLIDATED REAL ESTATE PARTNERSHIPS was
$1.1 million for the year ended December 31, 1996 due to the consolidation of
the Mission Valley Partnership in 1996.
NET INCOME increased $2.9 million (which is net of a $2.6 million advisory
fee) or 13% to $24.7 million from $21.8 million for the same period in 1995.
Excluding the advisory fee, which was not payable for 1996, net income increased
$5.5 million of which the Acquired Properties and the Mission Valley Partnership
contributed a combined $3.7 million or 67% of the increase in net income and the
other properties within the portfolio contributed $1.8 million or 33% of the
increase for the reasons discussed above.
CASH FLOWS
COMPARISON OF YEAR ENDED DECEMBER 31, 1997 TO YEAR ENDED DECEMBER 31, 1996
Cash and cash equivalents increased $4.3 million in 1997 when compared to
the same period in 1996 due to excess cash generated by operating activities and
financing activities over cash used for investing activities. Net cash provided
by operating activities increased by $36.0 million to $91.2 million when
compared to $55.2 million in 1996. The increase in cash provided by operating
activities is primarily due to additional cash flow generated by a full year of
operations of the Acquired Properties, cash flows generated by the acquisitions
of interests in Annapolis Mall, Wheaton Plaza and Meriden Square and interest
earned on the Garden State Plaza Loan. Net cash used in investing activities was
$470.0 million higher in the year ended December 31, 1997 than the comparable
period in 1996 primarily as a result of making the Garden
29
<PAGE>
State Plaza Loan, acquiring WHL Options, the acquisitions of a 70% interest in
Annapolis Mall, a 50% interest in Meriden Square, a 68% interest in Wheaton
Plaza and the acquisition of Northwest Plaza, totaling $319.5 million, an
increase in renovation and redevelopment costs at Eastland, Mid Rivers, South
Shore and Mission Valley totaling $23.0 million and an increase in restricted
cash totaling $28.3 million due to the funding of the Mission Valley Center-West
construction loan, partially offset by the acquisition of the Acquired
Properties in 1996 totaling $62.8 million. Net cash provided by financing
activities was $431.6 million higher in the year ended December 31, 1997 than
the comparable period in 1996. The increase in cash provided by financing
activities reflects the issuance of common and preferred stock in conjunction
with the Offering and increased borrowings under the Company's unsecured
revolving credit facility to acquire Annapolis Mall, Wheaton Plaza, Meriden
Square and Northwest Plaza. Additionally, the 1997 financing activities reflect
distributions to common and preferred shareholders which were $40.0 million
higher when compared to the same period in 1996 as a result of additional
distributable income generated by a full year of operations of the Acquired
Properties and acquisitions of Annapolis Mall, Wheaton Plaza and Meriden Square.
COMPARISON OF YEAR ENDED DECEMBER 31, 1996 TO YEAR ENDED DECEMBER 31, 1995
Cash and cash equivalents increased $6.7 million in 1996 when compared to
the same period in 1995 due to the excess of cash provided by operating
activities and financing activities over cash used for investing activities. Net
cash provided by operating activities increased by $13.3 million to $55.2
million when compared to $41.9 million in 1995. The increase in cash provided by
operating activities is primarily due to the additional cash flow generated from
the Acquired Properties. Net cash used in investing activities was $97.5 million
higher in the year ended December 31, 1996 than the comparable period of 1995
primarily as a result of purchasing the Acquired Properties in July 1996 for
$62.8 million, renovation and redevelopment costs of $13.3 million for Mission
Valley Center which was not consolidated in 1995, renovation and redevelopment
costs at Eastland Center and Mid Rivers Mall aggregating $17.2 million, and
pre-development costs for the other properties of $1.0 million. Net cash
provided by financing activities was $105.2 million higher in the year ended
December 31, 1996 than the comparable period of 1995. The increase in cash flows
provided by financing activities reflects the issuance of common and preferred
stock, repurchase of common stock and repayment of debt associated with the
Recapitalization. Additionally, the 1996 financing activities reflect
distributions to common and preferred shareholders which were $9.8 million
higher when compared to the same period in 1995 as a result of additional
distributable income generated by the Acquired Properties and increased
specialty leasing.
EBITDA--EARNINGS BEFORE INTEREST, TAXES, DEPRECIATION AND AMORTIZATION
The Company believes that there are several important factors that
contribute to the ability of the Company to increase rent and improve
profitability of its shopping centers, including aggregate retailer sales
volume, sales per square foot, occupancy levels and retailer costs. Each of
these factors has a significant effect on EBITDA. The Company believes that
EBITDA is an effective measure of shopping center operating performance because
EBITDA is unaffected by the debt and equity structure of the property owner.
EBITDA: (i) does not represent cash flow from operations as defined by GAAP;
(ii) should not be considered as an alternative to net income (determined in
accordance with GAAP) as a measure of the Company's operating performance; (iii)
is not indicative of cash flows from operating, investing and financing
activities (determined in accordance with GAAP); and (iv) is not an alternative
to cash flows (determined in accordance with GAAP) as a measure of the Company's
liquidity.
The Company's EBITDA after minority interest plus its pro-rata share of
EBITDA of unconsolidated real estate partnerships increased from $102.2 million
in 1995 to $177.9 million in 1997. The growth in EBITDA reflects the addition of
Total GLA, increased rental rates, increased retailer sales, improved occupancy
levels and effective control of operating costs.
30
<PAGE>
A summary of EBITDA for the years ended December 31, 1997, 1996 and 1995 are
as follows:
<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31,
----------------------------------
1997 1996 1995
---------- ---------- ----------
($ IN THOUSANDS)
<S> <C> <C> <C>
EBITDA of wholly-owned and consolidated real estate
partnerships........................................... $ 159,255 $ 100,962 $ 75,267
Pro rata share of EBITDA of unconsolidated real estate
partnerships........................................... 22,870 24,020 26,932
---------- ---------- ----------
Total EBITDA........................................... $ 182,125 $ 124,982 $ 102,199
---------- ---------- ----------
---------- ---------- ----------
EBITDA after minority interest(1)........................ $ 177,858 $ 124,352 $ 102,199
---------- ---------- ----------
---------- ---------- ----------
Increase in Total EBITDA from prior period............... 45.7% 22.3% --
Increase in EBITDA after minority interest from prior
period................................................. 43.0% 21.7% --
</TABLE>
- ------------------------
(1) EBITDA after minority interest represents earnings before interest, taxes,
depreciation and amortization for all Properties after the minority share in
Mission Valley Partnership and Wheaton Plaza EBITDA.
FUNDS FROM OPERATIONS
The Company computes Funds from Operations in accordance with standards
established by the White Paper on Funds from Operations approved by the Board of
Governors of NAREIT in March 1995 which defines Funds from Operations as net
income (loss) (computed in accordance with GAAP), excluding gains (or losses)
from debt restructuring and sales of property, plus real estate related
depreciation and amortization and after adjustments for unconsolidated
partnerships and joint ventures. Funds from Operations should not be considered
as an alternative to net income (determined in accordance with GAAP) as a
measure of the Company's financial performance or to cash flow from operating
activities (determined in accordance with GAAP) as a measure of the Company's
liquidity, nor is it indicative of funds available to fund the Company's cash
needs, including its ability to make distributions. In addition, Funds from
Operations as computed by the Company may not be comparable to similarly titled
figures reported by other REIT's.
The following is a summary of the Funds from Operations of the Company and a
reconciliation of net income to Funds from Operations for the periods presented:
<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31,
--------------------------------
1997 1996 1995
---------- --------- ---------
($ IN THOUSANDS)
<S> <C> <C> <C>
Funds from Operations....................................... $ 111,271 $ 75,842 $ 65,792
---------- --------- ---------
---------- --------- ---------
Increase in Funds from Operations from prior period......... 46.7% 15.3% --
Reconciliation:
Net income................................................ $ 46,865 $ 24,696 $ 21,846
Depreciation and Amortization:
Direct financing leases................................... 2,044 1,883 1,786
Consolidated properties................................... 53,913 38,596 29,150
Unconsolidated real estate partnerships................... 9,456 11,100 13,010
Minority interest portion................................. (1,007) (433) --
---------- --------- ---------
Funds from Operations....................................... $ 111,271 $ 75,842 $ 65,792
---------- --------- ---------
---------- --------- ---------
</TABLE>
31
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
On June 2, 1997, the Company obtained a $600 million unsecured revolving
credit facility from National Australia Bank, Australia and New Zealand Banking
Group, Commonwealth Bank of Australia and Union Bank of Switzerland which was
increased to $800 million on January 15, 1998. The Company had unused capacity
under its unsecured revolving credit facility totaling $231 million at January
15, 1998 which will be utilized to fund acquisition and redevelopment activities
and as a revolving working capital facility. The loan matures in May 2000 and is
extendable annually thereafter for an additional year.
As of December 31, 1997, the Company's balance of cash and cash equivalents
was $11.0 million, not including its proportionate share of cash held by
unconsolidated real estate partnerships.
The Company's consolidated indebtedness at December 31, 1997 was $1,107
million, of which $869 million is fixed-rate debt and $238 million is variable
rate debt after considering interest rate protection agreements totaling $225
million. The interest rate on the fixed-rate debt ranges from 6.15% to 8.09%.
The Company's pro-rata share of debt-to-total market capitalization, based on
the share price on December 31, 1997 was 45.9%. The maturity dates of such
indebtedness range from 1999 to 2014. Scheduled principal amortization and
balloon payments in connection with maturing mortgage indebtedness over the next
five years and thereafter are set forth in the table below:
<TABLE>
<CAPTION>
YEAR AMOUNT
- ------------------------------------------------------------ ---------------
(IN THOUSANDS)
<S> <C>
1998........................................................ $ 7,022
1999........................................................ 194,541
2000........................................................ 597,657
2001........................................................ 170,157
2002........................................................ 3,364
Thereafter.................................................. 134,684
</TABLE>
At December 31, 1997, the Company had two interest rate swap agreements.
Interest rate swaps are contractual agreements between the Company and third
parties to exchange fixed and floating interest payments periodically without
the exchange of the underlying principal amounts (notional amounts). In the
unlikely event that a counterparty fails to meet the terms of an interest rate
swap contract, the Company's exposure is limited to the interest rate
differential on the notional amount. The Company does not anticipate
non-performance by any of the counterparties.
The Company has also entered into deferred interest rate exchange agreements
to manage future interest rates. The agreements consist of swaps and involve the
future receipt, corresponding with the expiration of existing fixed rate debt,
of a floating rate based on LIBOR and the payment of a fixed rate.
32
<PAGE>
The Company has entered into fixed rate hedges in respect of its PRO RATA
SHARE of notes payable and revolving credit facility, as follows:
<TABLE>
<CAPTION>
DECEMBER 31,
----------------------
1997 1996
---------- ----------
<S> <C> <C>
Principal amount of fixed rate debt................................... $ 703,175 $ 670,181
Principal amount of other current fixed rate payable instruments...... 225,000 125,000
---------- ----------
$ 928,175 $ 795,181
---------- ----------
---------- ----------
Fixed rate debt as a percentage of total notes payable and revolving
credit facility..................................................... 79.6% 92.0%
---------- ----------
---------- ----------
Average rate (inclusive of margins) of total borrowings and hedges.... 7.04% 7.09%
---------- ----------
---------- ----------
Average remaining term (in years) of total borrowings and hedges,
including delayed start swaps....................................... 6.2 5.4
---------- ----------
---------- ----------
</TABLE>
The historical sources of capital used to fund the Company's operating
expenses, interest expense, recurring capital expenditures and non-recurring
capital expenditures (such as major building renovations and expansions) have
been: (i) Funds from Operations, (ii) property financing and (iii) capital
contributions. The Company anticipates that all development projects, expansion
projects and potential acquisitions will be funded by external financing
sources.
Capital expenditures and capital leasing costs totaled $70.0 million, $45.8
million, and $14.0 million for the years ended December 31, 1997, 1996 and 1995,
respectively. The following table shows the components of capital expenditures
and capital leasing costs.
<TABLE>
<CAPTION>
FOR THE YEARS ENDED
DECEMBER 31,
-------------------
1997 1996 1995
----- ----- -----
<S> <C> <C> <C>
Renovations and expansions............................................ $61.2 $39.0 $ 8.3
Tenant allowances..................................................... 5.5 5.0 4.1
Capital leasing costs................................................. 2.9 1.7 1.2
Other capital expenditures............................................ 0.4 0.1 0.4
----- ----- -----
Total............................................................. $70.0 $45.8 $14.0
----- ----- -----
----- ----- -----
</TABLE>
The Company believes that redevelopment, repositioning and expansion are key
to maximizing the use and performance of its assets and increasing its income
growth and capital appreciation. The Company is continually evaluating the
redevelopment potential of its properties and anticipates that it will pursue
opportunities for substantial redevelopment and repositioning at the properties.
The Company believes that these projects will enable the existing Centers both
to compete better within their existing markets and to attract new customers and
therefore attain a stronger market position and an expanded customer base. The
Company believes that most of its Centers, even those which have undergone
redevelopment in the past five years, have continuing redevelopment potential.
Capital expenditures were financed by external funding and recovery of costs
from retailers where applicable. The Company is currently involved in several
development projects and had outstanding commitments with contractors totaling
approximately $50.2 million as of December 31, 1997, which will be funded
through existing mortgage debt and the unsecured revolving credit facility.
33
<PAGE>
The Company anticipates that its Funds from Operations will provide the
necessary funds on a short-term and long-term basis for its operating expenses,
interest expense on outstanding indebtedness and all distributions to the
shareholders in accordance with REIT requirements. Sources of recurring and non-
recurring capital expenditures on a short-term and long-term basis, such as
major building renovations and expansions, as well as for scheduled principal
payments, including balloon payments on outstanding indebtedness are expected to
be obtained from: (i) additional debt financing, (ii) additional equity and
(iii) working capital reserves.
Although no assurance can be given, the Company believes that it will have
access to capital resources sufficient to satisfy the Company's cash
requirements and expand and develop its business in accordance with its strategy
for growth.
DISTRIBUTIONS
A distribution was declared on December 19, 1997 to shareholders of record
on December 31, 1997 of $28.4 million or $0.35 per common share for the quarter
ended December 31, 1997, which equates to $1.40 per common share on an
annualized basis. The Company intends to pay regular quarterly distributions to
holders of its common stock.
INFLATION
Inflation has remained relatively low during the past three years and has
had a minimal impact on the operating performance of the Properties.
Nonetheless, substantially all of the retailer's leases contain provisions
designed to lessen the impact of inflation. Such provisions include clauses
enabling the Company to receive percentage rentals based on retailer's gross
sales, which generally increase as prices rise, escalation clauses, which
generally increase rental rates during the terms of the lease, or both. In
addition, many of the leases are for terms of less than ten years, which may
enable the Company to replace existing leases with new leases at higher base
and/or percentage rentals, or both if rents of the existing leases are below the
then-existing market rate. Substantially all of the leases, other than those for
anchors, require the retailers to pay a proportionate share of operating
expenses, including common area maintenance, real estate taxes and insurance,
thereby reducing the Company's exposure to increases in cost and operating
expenses resulting from inflation.
Inflation may however, have a negative effect on some of the Company's other
operating items. Interest and general and administrative expense may be
adversely affected by inflation as these specified costs could increase at a
rate higher than rents. Also, for leases with stated rent increases, inflation
may have a negative effect because the rent increases specified in these leases
could be lower than the increase in inflation at any given time.
IMPACT OF YEAR 2000
The Year 2000 Issue is the result of computer programs being written using
two digits rather than four to define the applicable year. Any of the Company's
computer programs that have time-sensitive software may recognize a date using
"00" as the year 1900 rather than the year 2000. This could result in a system
failure or miscalculations causing disruptions of operations, including, among
other things, a temporary inability to process transactions, send invoices, or
engage in similar normal business activities.
The Manager is currently in the process of converting to a new computer
system which is anticipated to be completed by August 1998. In conjunction with
the conversion, the software and hardware will be replaced or modified so that
the computer system will function properly with respect to dates in the Year
2000 and thereafter. The Company believes that with the Manager's conversion of
its computer system, the Year 2000 Issue will not pose significant operational
problems for the Company. The costs of the computer conversion will be incurred
by the Manager.
34
<PAGE>
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
This report includes, and future public filings and oral and written
statements by the Company and its management may include, statements (other than
the financial statements and other statements of historical fact) that are
subject to risks and uncertainties. Forward-looking statements include the
information concerning possible future results of operations, earnings,
expenses, cash flows, funds from operations and other capital resources of the
Company (including with respect to increased revenues and rental rates, cost
savings and operating efficiencies) and market trends set forth under (a) Item
1. "Business--The Shopping Center Business," "--Costs of Occupancy," "--Mall
Store Rental Rates," "--The Company's Strategy for Operations and Growth,"
"--Insurance" and "Environmental Matters," (b) Item 5. "Market for Registrant's
Common Equity and Related Matters," (c) Item 7. "Management's Discussion and
Analysis of Financial Condition and Results of Operations--Results of
Operations--Comparisons of Year Ended December 31, 1997 to Year Ended December
31, 1996," "--Liquidity and Capital Resources," "-- Distributions,"
"--Inflation," and "--Impact of Year 2000", (d) "Legal Proceedings" and (e)
statements preceded by, followed by or that include the words "believes,"
"expects," "anticipates," "intends," "plans," "estimates" or similar
expressions.
Forward looking statements are made based on management's current
expectations and belief concerning future developments and their potential
effects on the Company. There can be no assurance that future developments will
be in accordance with management's expectations or that the effect of future
developments on the Company will be those anticipated by management. Many of the
factors that will determine these results are beyond the Company's ability to
control or predict.
The following important factors, and those important factors described
elsewhere in this report (including without limitation those discussed in
"Business," "Management's Discussion and Analysis of Financial Condition and
Results of Operations" and "Legal Proceedings"), or in other Securities and
Exchange Commission filings, could affect (and in some cases have affected) the
Company's actual results and could cause such results to differ materially from
estimates or expectations reflected in such forward-looking statements; (I)
risks generally inherent in real estate investment, such as changes in the
national economic climate, the regional economic climate (including the impact
of local employers or industry concentrations on the economic climate) or local
real estate conditions; perceptions by retailers or shoppers of the safety,
convenience and attractiveness of a shopping center; trends in the retail
industry; competition for retailers; changes in market rental rates and vacancy
rates; the ability to collect rent from retailers; the need to periodically
renovate, repair and relet space and the costs thereof; the ability of an owner
to provide adequate management and maintenance and insurance; and increased
operating costs, as well as changes in governmental regulations, zoning or tax
laws; (II) the ability of the Company to successfully redevelop properties
(including the ability to complete the redevelopment, to complete construction
within the estimated time frame and budget or to realize anticipated occupancy
and rental rates from completed projects), or to achieve anticipated operating
results from acquired properties; (III) competition from other shopping centers
and other forms of retailing; (IV) the impact of the financial condition of
anchors and major tenants on the Centers' operations, including the bankruptcy
or insolvency of anchors or retailers or the decision of any anchor or major
tenant to not renew its lease when it expires; (V) the Company's ability to make
scheduled payments of principal or interest on, or to refinance its obligations
with respect to its indebtedness and to comply with the covenants and
restrictions contained in the instruments governing such indebtedness, which
will depend on its future operating performance and cash flow, which are subject
to prevailing economic conditions, prevailing interest rate levels, and
financial, competitive, business and other factors beyond its control, including
changes in consumer buying patterns, regulatory developments and increased
operating costs; and (VI) the Company's ability to continue to qualify as a REIT
for federal income tax purposes and the taxation of the Company as a regular
corporation if it were to lose that status; the 100% tax on net income from
transactions that constitute prohibited transactions pursuant to the rules
relating to REITs under the Internal Revenue Code; and possible taxation of the
Company with respect to built-in gain on disposition of certain property if such
35
<PAGE>
property is disposed of during a ten-year period; and the possibility of a
dramatic decrease in cash available for distributions if any such taxes become
payable.
While the Company periodically reassesses material trends and uncertainties
affecting the operations and financial condition in connection with its
preparation of Management's Discussion and Analysis of Results of Operations and
Financial Condition contained in its quarterly and annual reports, the Company
does not intend to review or revise any particular forward-looking statement
referenced in this report in light of future events, even if new information,
future events or other circumstances have made them incorrect or misleading.
The information referred to above should be considered by investors when
reviewing any forward-looking statements contained in this report, in any
documents incorporated herein by reference, in any of the Company's public
filings or press releases or in any oral statements made by the Company or any
of its officers or any other persons acting on its behalf. For those statements,
the Company intends to avail itself of the protection of the safe harbor from
liability with respect to forward-looking statements contained in the Private
Securities Litigation Reform Act of 1995.
ITEM 7A: QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
Not applicable.
ITEM 8: FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Reference is made to the Index to Consolidated Financial Statements and
Financial Statement Schedule contained in Item 14.
ITEM 9: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
PART III
ITEM 10: DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Incorporated herein by reference to the Company's definitive proxy statement
filed on March 27, 1998, with the Securities and Exchange Commission (the
"Commission") with respect to its Annual Meeting of Shareholders to be held on
April 30, 1998.
ITEM 11: EXECUTIVE COMPENSATION
The Company has no employees and none of the executive officers receive any
compensation for services rendered to the Company. The Company does not have any
other retirement, incentive, bonus, stock based or other employee benefit plans.
ITEM 12: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Incorporated herein by reference to the Company's definitive proxy statement
filed on March 27, 1998, with the Commission with respect to its Annual Meeting
of Shareholders to be held on April 30, 1998.
ITEM 13: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Incorporated herein by reference to the Company's definitive proxy statement
filed on March 27, 1998, with the Commission with respect to its Annual Meeting
of Shareholders to be held on April 30, 1998.
36
<PAGE>
ITEM 14: EXHIBITS, CONSOLIDATED FINANCIAL STATEMENTS, FINANCIAL STATEMENT
SCHEDULE AND REPORTS ON FORM 8-K
<TABLE>
<CAPTION>
FORM 10K
PAGE NO.
---------------
<S> <C> <C> <C>
(a) 1. Consolidated Financial Statements
Report of Independent Auditors............................................................... 39
Report of Independent Auditors............................................................... 40
Consolidated Balance Sheets as of December 31, 1997 and 1996................................. 41
Consolidated Statements of Income for the years ended December 31, 1997, 1996 and 1995....... 42
Consolidated Statements of Changes in Shareholders' Equity for the years ended December 31,
1997, 1996 and 1995........................................................................ 43
Consolidated Statements of Cash Flows for the years ended December 31, 1997, 1996 and 1995... 44
Notes to Consolidated Financial Statements................................................... 45
2. Financial Statement Schedule
Schedule III--Real Estate Investment and Accumulated Depreciation............................ 65
All other schedules have been omitted since the required information is either included in
the Consolidated Financial Statements, not present, or not present in amounts sufficient to
require submission of the schedule
3. Exhibits
The exhibit index attached hereto is incorporated by reference to this Item.................. 66
(b) Reports on Form 8-K
No reports on Form 8-K were filed by the Company for the quarter ended December 31, 1997
</TABLE>
37
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 of 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
<TABLE>
<S> <C> <C>
WESTFIELD AMERICA, INC.
Date: March 26, By: /s/ PETER S. LOWY
1998 -----------------------------------------
Peter S. Lowy
- ------------------------------ Director and Co-President
</TABLE>
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------ -------------------------- -------------------
<C> <S> <C>
/s/ FRANK P. LOWY
- ------------------------------ Director and Chairman of March 26, 1998
Frank P. Lowy the Board
/s/ PETER S. LOWY
- ------------------------------ Director and Co-President March 26, 1998
Peter S. Lowy
/s/ ROY L. FURMAN
- ------------------------------ Director March 26, 1998
Roy L. Furman
/s/ FREDERICK G. HILMER
- ------------------------------ Director March 26, 1998
Frederick G. Hilmer
/s/ DAVID H. LOWY
- ------------------------------ Director March 26, 1998
David H. Lowy
/s/ HERMAN HUIZINGA
- ------------------------------ Director March 26, 1998
Herman Huizinga
/s/ BERNARD MARCUS
- ------------------------------ Director March 26, 1998
Bernard Marcus
/s/ LARRY A. SILVERSTEIN
- ------------------------------ Director March 26, 1998
Larry A. Silverstein
/s/ FRANCIS T. VINCENT, JR.
- ------------------------------ Director March 26, 1998
Francis T. Vincent, Jr.
/s/ GEORGE WEISSMAN
- ------------------------------ Director March 26, 1998
George Weissman
/s/ RICHARD E. GREEN
- ------------------------------ Co-President March 26, 1998
Richard E. Green
/s/ MARK A. STEFANEK
- ------------------------------ Chief Financial Officer March 26, 1998
Mark A. Stefanek and Treasurer
</TABLE>
38
<PAGE>
REPORT OF INDEPENDENT AUDITORS
To the Board of Directors
of Westfield America, Inc.:
We have audited the accompanying consolidated balance sheets of Westfield
America, Inc. and Subsidiaries, formerly CenterMark Properties, Inc. (the
"Company"), as of December 31, 1997 and 1996 and the related consolidated
statements of income, shareholders' equity and cash flows for the years then
ended. Our audit also includes the financial statement schedule on page 65.
These consolidated financial statements and financial statement schedule are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements and financial statement
schedule based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position of
Westfield America, Inc. and Subsidiaries as of December 31, 1997 and 1996 and
the consolidated results of operations and cash flows for the years then ended
in conformity with generally accepted accounting principles. Also, in our
opinion, the related financial statement schedule, when considered in relation
to the basic consolidated financial statements taken as a whole, present fairly
in all material respects the information set forth therein.
Ernst & Young LLP
Los Angeles, California
January 19, 1998
39
<PAGE>
REPORT OF INDEPENDENT AUDITORS
To the Board of Directors
of Westfield America, Inc.:
We have audited the consolidated balance sheet of Westfield America, Inc.
and Subsidiaries, formerly CenterMark Properties, Inc. (the "Company"), as of
December 31, 1995 and the accompanying consolidated statements of income,
changes in shareholders' equity and cash flows for the year then ended. These
consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on this consolidated
financial statement based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statement is free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statement. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe our audit provides a reasonable basis for our opinion.
In our opinion, the consolidated financial statement referred to above
presents fairly, in all material respects, the consolidated results of
operations and cash flows of Westfield America, Inc. for the year ended December
31, 1995 in conformity with generally accepted accounting principles.
Coopers & Lybrand L.L.P.
Los Angeles, California
February 13, 1996, except for information as to
earnings per share, distributions per share and average shares outstanding,
for which the date is March 3, 1997.
40
<PAGE>
WESTFIELD AMERICA, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
<TABLE>
<CAPTION>
DECEMBER 31,
--------------------------
1997 1996
------------ ------------
<S> <C> <C>
ASSETS
ASSETS:
Land................................................................................ $ 302,260 $ 196,810
Buildings, improvements and equipment............................................... 1,491,067 975,224
Less accumulated depreciation....................................................... (236,220) (110,260)
------------ ------------
Net property and equipment........................................................ 1,557,107 1,061,774
Construction in progress............................................................ 11,651 49,821
Investments in unconsolidated real estate partnerships.............................. 49,391 106,488
Participating loan to an affiliate.................................................. 145,000 --
Direct financing leases receivable.................................................. 85,352 92,351
------------ ------------
Net investment in real estate..................................................... 1,848,501 1,310,434
Cash and cash equivalents........................................................... 11,003 6,729
Restricted cash..................................................................... 28,305 --
Accounts and notes receivable, net of allowance of $6,912 and $9,157 in 1997 and
1996, respectively................................................................ 29,499 17,000
Deferred expenses and other assets, net............................................. 31,636 7,691
------------ ------------
Total assets...................................................................... $ 1,948,944 $ 1,341,854
------------ ------------
------------ ------------
LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES:
Notes payable and revolving credit facility......................................... $ 1,107,425 $ 770,625
Accounts payable and accrued expenses............................................... 40,352 30,664
Distribution payable................................................................ 28,350 21,981
Minority interests.................................................................. 25,123 54
------------ ------------
Total liabilities................................................................. 1,201,250 823,324
------------ ------------
SHAREHOLDERS' EQUITY (NOTE 10):
Common stock........................................................................ 731 527
Preferred stock..................................................................... 121,000 94,000
Additional paid-in capital.......................................................... 625,963 424,003
------------ ------------
Total shareholders' equity........................................................ 747,694 518,530
------------ ------------
Total liabilities and shareholders' equity........................................ $ 1,948,944 $ 1,341,854
------------ ------------
------------ ------------
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
41
<PAGE>
WESTFIELD AMERICA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31,
----------------------------------
1997 1996 1995
---------- ---------- ----------
<S> <C> <C> <C>
REVENUES:
Minimum rents.............................................................. $ 147,971 $ 105,295 $ 74,727
Tenant recoveries.......................................................... 64,662 44,423 32,335
Percentage rents........................................................... 4,175 3,991 1,690
---------- ---------- ----------
Total revenues........................................................... 216,808 153,709 108,752
---------- ---------- ----------
EXPENSES:
Operating.................................................................. 64,156 47,339 33,532
Management fees............................................................ 4,074 3,191 1,828
Advisory fee (not payable)................................................. -- 2,600 --
General and administrative................................................. 949 808 776
Depreciation and amortization.............................................. 53,913 38,596 29,150
---------- ---------- ----------
Total expenses........................................................... 123,092 92,534 65,286
---------- ---------- ----------
OPERATING INCOME............................................................. 93,716 61,175 43,466
INTEREST EXPENSE, net........................................................ (57,472) (40,233) (27,916)
OTHER INCOME
Equity in income of unconsolidated real estate partnerships................ 3,887 3,707 4,412
Interest and other income.................................................. 9,212 1,110 1,884
---------- ---------- ----------
INCOME BEFORE MINORITY INTEREST.............................................. 49,343 25,759 21,846
Minority interest in earnings of consolidated real estate partnerships....... (2,478) (1,063) --
---------- ---------- ----------
NET INCOME................................................................... $ 46,865 $ 24,696 $ 21,846
---------- ---------- ----------
---------- ---------- ----------
Net income allocable to preferred shares..................................... $ 11,428 $ 4,264 $ 3
Net income allocable to common shares........................................ 35,437 20,432 21,843
---------- ---------- ----------
$ 46,865 $ 24,696 $ 21,846
---------- ---------- ----------
---------- ---------- ----------
EARNINGS PER COMMON SHARE.................................................... $ 0.54 $ 0.42 $ 0.48
---------- ---------- ----------
---------- ---------- ----------
DISTRIBUTIONS DECLARED PER COMMON SHARE...................................... $ 1.59 $ 1.51 $ 1.68
---------- ---------- ----------
---------- ---------- ----------
WEIGHTED AVERAGE NUMBER OF COMMON SHARES..................................... 65,505 49,063 44,978
---------- ---------- ----------
---------- ---------- ----------
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
42
<PAGE>
WESTFIELD AMERICA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
(IN THOUSANDS)
<TABLE>
<CAPTION>
ADDITIONAL TOTAL
COMMON PREFERRED PAID-IN RETAINED SHAREHOLDERS'
STOCK STOCK CAPITAL EARNINGS EQUITY
----------- ---------- ----------- ---------- -------------
<S> <C> <C> <C> <C> <C>
BALANCES, DECEMBER 31, 1994........................ $ 449 $ -- $ 430,333 $ -- $ 430,782
Net income for the year ended December 31, 1995.... -- -- -- 21,846 21,846
Issuance of common stock........................... 2 -- 3,168 -- 3,170
Issuance of preferred stock........................ -- -- 52 -- 52
Distributions on common stock...................... -- -- (53,585) (21,843) (75,428)
Distributions on preferred stock................... -- -- -- (3) (3)
----- ---------- ----------- ---------- -------------
BALANCES, DECEMBER 31, 1995........................ 451 -- 379,968 -- 380,419
Net income for the year ended December 31, 1996.... -- -- -- 24,696 24,696
Issuance of common stock........................... 212 -- 342,109 -- 342,321
Issuance of preferred stock........................ -- 94,000 -- -- 94,000
Cost of issuance of stock.......................... -- -- (29,000) -- (29,000)
Redemption of common stock......................... (136) -- (217,864) -- (218,000)
Advisory fee (not payable)......................... -- -- 2,600 -- 2,600
Distributions on common stock...................... -- -- (53,810) (20,432) (74,242)
Distributions on preferred stock................... -- -- -- (4,264) (4,264)
----- ---------- ----------- ---------- -------------
BALANCES, DECEMBER 31, 1996........................ 527 94,000 424,003 -- 518,530
Net income for the year ended December 31, 1997.... -- -- -- 46,865 46,865
Issuance of common stock........................... 204 -- 305,796 -- 306,000
Issuance of preferred stock........................ -- 27,000 -- -- 27,000
Cost of issuance of stock.......................... -- -- (32,616) -- (32,616)
Redemption of senior preferred stock............... -- -- (57) -- (57)
Distributions on common stock...................... -- -- (71,163) (35,437) (106,600)
Distributions on preferred stock................... -- -- -- (11,428) (11,428)
----- ---------- ----------- ---------- -------------
BALANCES, DECEMBER 31, 1997........................ $ 731 $ 121,000 $ 625,963 $ -- $ 747,694
----- ---------- ----------- ---------- -------------
----- ---------- ----------- ---------- -------------
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
43
<PAGE>
WESTFIELD AMERICA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31,
---------------------------------
1997 1996 1995
---------- ---------- ---------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income................................................................... $ 46,865 $ 24,696 $ 21,846
Adjustments to reconcile net income to net cash provided by operating
activities:
Depreciation and amortization.............................................. 54,332 38,596 29,150
Equity in income of unconsolidated real estate partnerships................ (3,887) (3,707) (4,412)
Minority interests in earnings of consolidated real estate partnerships.... 2,478 1,063 --
Advisory fee (not payable)................................................. -- 2,600 --
Changes in assets and liabilities:
Accounts receivable, net................................................... (10,824) (5,510) 2,525
Deferred expenses and other assets......................................... (6,760) (580) (605)
Accounts payable and accrued expenses...................................... 8,976 (1,914) (6,567)
---------- ---------- ---------
Net cash flows provided by operating activities.............................. 91,180 55,244 41,937
---------- ---------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures and acquisitions........................................ (386,238) (106,878) (14,787)
Participating loans to affiliates............................................ (145,000) -- --
Purchase Westfield Holdings Limited Options.................................. (15,184) -- --
Cash distributions received from unconsolidated real estate partnerships..... 10,013 11,430 17,611
Cash and cash equivalents of consolidated real estate
partnerships............................................................... 1,083 2,389 --
Direct financing leases receivable repayments................................ 2,044 1,883 1,786
Notes receivable advances.................................................... -- -- (268)
Notes receivable repayments.................................................. 622 107 186
Decrease in investments...................................................... -- -- 248
(Increase) decrease in restricted cash....................................... (28,305) 100 1,318
Repayment of advances made to unconsolidated real estate partnerships........ -- -- 435
---------- ---------- ---------
Net cash flows (used in) provided by investing activities.................... (560,965) (90,969) 6,529
---------- ---------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock....................................... 436,500 340,405 --
Proceeds from issuance of preferred stock.................................... 27,000 94,000 52
Redemption of common stock................................................... (130,500) (218,000) --
Redemption of preferred stock................................................ (57) -- --
Stock issuance costs......................................................... (32,616) (29,000) --
Cash distributions paid to preferred shareholders............................ (10,938) (2,070) (3)
Cash distributions paid to common shareholders............................... (100,721) (69,568) (61,825)
Shareholder recontribution of distributions.................................. -- 3,426 3,170
Cash distributions paid to minority interests, net........................... (1,409) (316) --
Proceeds from notes payable and revolving credit facility.................... 653,456 114,172 16,700
Principal payments on notes payable and revolving credit facility............ (366,656) (190,595) (20,816)
---------- ---------- ---------
Net cash flows provided by (used in) financing activities.................... 474,059 42,454 (62,722)
---------- ---------- ---------
Net increase (decrease) in cash and cash equivalents......................... 4,274 6,729 (14,256)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD................................. 6,729 -- 14,256
---------- ---------- ---------
CASH AND CASH EQUIVALENTS, END OF PERIOD....................................... $ 11,003 $ 6,729 $ --
---------- ---------- ---------
---------- ---------- ---------
</TABLE>
SUPPLEMENTAL CASH FLOW INFORMATION PROVIDED IN NOTE 11.
The accompanying notes are an integral part of the consolidated financial
statements.
44
<PAGE>
WESTFIELD AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS EXCEPT SHARE AND PER SHARE AMOUNTS)
1. ORGANIZATION AND CHANGE IN OWNERSHIP:
Westfield America, Inc. ("WEA" or the "Company"), formerly CenterMark
Properties, Inc., is primarily in the business of owning, operating, leasing,
developing, redeveloping and acquiring super-regional and regional retail
shopping centers in major metropolitan areas in the United States. The Company
owns interests in 25 shopping centers including Crestwood Plaza (see Note 16),
12 separate department store properties which are net leased under financing
leases to the May Department Stores Company and certain other real estate
investments located in seven states in the east coast, mid west and west coast
regions of the United States.
In 1995, Westfield U.S. Investments Pty. Limited ("WUSI") and Westfield
Corporation, Inc. ("WCI"), both wholly owned subsidiaries of Westfield Holdings
Limited ("WHL"), acquired 25% of GGP Limited Partnership's ("GGP") interest in
the Company and concurrently acquired options to purchase the remaining combined
50% interest in the Company held by GGP and five real estate investment funds
sponsored by Goldman Sachs & Co. ("Goldman").
In July 1996, the Company was recapitalized (the "Recapitalization") whereby
the Company sold additional shares of both common and preferred stock to U.S.
and foreign investors (see Note 10) for $434,405. On July 1, 1996, the Company
used $62,794 of the Recapitalization proceeds to acquire indirect ownership of
three regional shopping centers, Connecticut Post Mall, South Shore Mall and
Trumbull Shopping Park (the "Acquired Properties") through the acquisition of
substantially all of the outstanding stock of Westland Properties, Inc., a
company whose sole operations consisted of operating the Acquired Properties.
In conjunction with the Recapitalization, the Company acquired the options
to acquire GGP and Goldman's interest in the Company and agreed to exercise such
options at two separate closing dates. On the first closing date in July 1996,
the Company used $218,000 of the Recapitalization proceeds to repurchase 40% of
GGP's interest and 90% of Goldman's interest in the Company. On the second
closing date in January 1997, the Company purchased GGP's remaining interest in
the Company for $130,500 from proceeds received from the sale of shares to an
affiliate of WHL. The Recapitalization did not result in a sufficient change in
ownership to warrant purchase accounting.
In May 1997, the Company completed an initial public offering whereby the
Company issued 20,400,000 common shares (including shares issued upon exercise
of an over allotment option) (the "Offering") and the sale of 270,000 preferred
shares resulting in proceeds totaling $300,384, net of underwriting discounts
and expenses of the Offering.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION:
The Company conducts its business through its wholly owned subsidiaries and
affiliates. The consolidated financial statements include the accounts of the
Company and all subsidiaries over which the Company is able to exercise
significant control. The Company does not consider itself to be in control when
the other partners have important approval rights over major actions.
Investments as general and limited partners in non-controlled partnerships are
accounted for using the equity method. All significant intercompany accounts and
transactions have been eliminated in consolidation.
45
<PAGE>
WESTFIELD AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN THOUSANDS EXCEPT SHARE AND PER SHARE AMOUNTS)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
INVESTMENT IN REAL ESTATE:
Buildings, improvements and equipment are stated at cost. Costs related to
the acquisition, development, construction and improvement of properties are
capitalized. Interest costs and real estate taxes incurred during construction
periods are capitalized and amortized on the same basis as the related assets.
Expenditures for repairs and maintenance are charged to expense when incurred.
Certain repair and maintenance costs are chargeable to the retailers as provided
in their leases. Such reimbursements are included in tenant recoveries in the
Consolidated Statements of Income. Depreciation of each property is computed on
the straight-line method over the estimated useful life of each property, which
generally ranges from 3 to 50 years.
In March 1995, the Financial Accounting Standards Board issued Statement No.
121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to be Disposed Of," which requires impairment losses to be recorded on
long-lived assets used in operations when indicators of impairment are present
and the undiscounted cash flows estimated to be generated by those assets are
less than the assets' carrying amount. In this case, an impairment loss is
recognized to the extent that the carrying amount exceeds the fair value of the
assets. Statement No. 121 also addresses the accounting for long-lived assets
that are expected to be disposed of. Such assets are reported at the lower of
their carrying amount or fair value, less cost to sell. The Company adopted
Statement No. 121 in 1996 and the adoption had no effect.
CASH AND CASH EQUIVALENTS:
The Company considers all highly liquid investments with an original
maturity of three months or less at date of purchase to be cash equivalents.
RESTRICTED CASH:
Restricted cash represents funds totaling $1,873 set aside to pay
liabilities assumed in conjunction with the purchase of Wheaton Plaza and
proceeds totaling $26,432 received from collateralized mortgage notes (see Note
8) to be utilized in the redevelopment of Mission Valley Center-West.
REVENUE RECOGNITION:
Shopping center space is generally leased to specialty retailers under
leases which are accounted for as operating leases. Minimum rent revenues are
recognized on a straight-line basis over the respective lease term. Percentage
rents are recognized on an accrual basis as earned. Recoveries from retailers
are recognized as income in the period the applicable costs are accrued.
INTEREST RATE SWAP CONTRACTS:
In the normal course of business, the Company enters into interest rate swap
contracts to reduce its exposure to fluctuations in interest rates. Net interest
differentials to be paid or received related to these swap contracts are accrued
as incurred or earned. Any gain or loss from terminating swap contracts will be
deferred and recognized over the original swap contract term as a yield
adjustment to interest expense of the underlying debt. There were no
terminations of swap contracts during the years ended December 31,
46
<PAGE>
WESTFIELD AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN THOUSANDS EXCEPT SHARE AND PER SHARE AMOUNTS)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
1997 and 1996. When the underlying debt matures or is extinguished, any
unamortized gain or loss is recognized at that time.
ACCOUNTS AND NOTES RECEIVABLE:
Accounts and notes receivable include amounts billed to retailers, deferred
rent receivables arising from straight-lining of rents and accrued recoveries
from retailers. Management periodically evaluates the collectibility of these
receivables and adjusts the allowance for doubtful accounts to reflect the
amounts estimated to be uncollectible.
DEFERRED EXPENSES AND OTHER ASSETS:
Deferred expenses and other assets include costs associated with notes
payable, retailer leases and prepaid expenses. Costs associated with obtaining
notes payable are amortized on a straight-line basis over the term of the
related notes payable, which approximates the effective interest rate method.
Direct costs related to leasing activities are capitalized and amortized over
the initial term of the new lease.
LEASE TERMINATIONS:
Included in accounts payable and accrued expenses are lump sum payments
received from retailers to terminate their lease. Income received from retailers
for early lease terminations is deferred and amortized over the term of the
original lease unless the space is re-leased to a new retailer, at which time
the remaining deferred income is recognized. The unamortized costs of
improvements pertaining to terminated leases are expensed in the period of
termination unless the improvements can be used by the replacement retailer.
EARNINGS PER SHARE:
In 1997, the Financial Accounting Standards Board issued Statement No. 128,
"Earnings Per Share." Statement No. 128 replaces the presentation of primary and
fully diluted Earnings Per Share ("EPS") with a presentation of basic EPS and
diluted EPS. It also requires dual presentation for entities with complex
capital structures.
Basic EPS is computed by dividing income available to common shareholders by
the weighted average number of common shares outstanding during the period.
Diluted EPS reflects the assumed conversion of all dilutive securities. Upon
adoption, all prior basic EPS amounts are required to be restated to conform
with Statement No. 128.
The Company adopted Statement No. 128 in 1997 and has restated all basic EPS
amounts. The Company has only presented basic EPS as dilutive securities do not
reduce basic EPS.
INCOME TAXES:
In February 1994, the Company elected Real Estate Investment Trust ("REIT")
status for income tax purposes. As a REIT, the Company is required to distribute
at least 95% of its taxable income to shareholders and meet certain asset and
income tests as well as certain other requirements. As a REIT, the
47
<PAGE>
WESTFIELD AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN THOUSANDS EXCEPT SHARE AND PER SHARE AMOUNTS)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Company will generally not be liable for federal and state income taxes,
provided it satisfies the necessary requirements.
USE OF ESTIMATES:
The preparation of consolidated financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the consolidated
financial statements and the reported amounts of revenues and expenses during
the reporting period. Actual results could differ from those estimates.
RECLASSIFICATION:
Certain amounts in the 1996 and 1995 consolidated financial statements have
been reclassified to conform with the 1997 presentation.
3. ACQUISITIONS:
In December 1997, the Company paid $111,000 to acquire Northwest Plaza, a
super-regional shopping center located in St. Ann, Missouri.
Prior to September 1997, the Company held a 50% managing general partnership
interest in Meriden Square Partnership, the owner of Meriden Square Shopping
Center located in Meriden, Connecticut. In September 1997, through a series of
transactions, the Company, in effect, acquired the remaining 50% interest in
Meriden Square Partnership that it did not already own for $49,000 in cash plus
the Company's interest in a direct finance lease receivable with a fair value of
approximately $4,500.
Prior to June 1997, the Company held a 30% general partnership interest in
Annapolis Mall Limited Partnership, the owner of Annapolis Mall, located in
Annapolis, Maryland. In June 1997, the Company purchased the interest in
Annapolis Mall Limited Partnership that it did not currently own (70%) and an
adjoining 13.2 acre parcel of land for $133,000 in cash.
In June 1997, the Company paid $51,500 to acquire a 68% managing interest in
Wheaton Plaza Regional Shopping Center, LLP, the owner of Wheaton Plaza, which
is located in Wheaton, Maryland.
In May 1997, the Company made participating loans totaling $145,000 to two
wholly-owned, indirect subsidiaries of WHL ("Garden State Plaza Loan") which
have a combined 50% partnership interest in Westland Garden State Plaza Limited
Partnership, the owner of Garden State Plaza, a super-regional shopping center
located in Paramus, New Jersey. The non-recourse loans provide for interest only
at a fixed annual rate of 8.5% and are secured by the borrowers' 50% indirect
interest in Garden State Plaza. The Company is entitled to receive participating
interest based on 80% of the borrowers' share of the adjusted cashflow (as
defined) from Garden State Plaza subject to an annual aggregate limit of fixed
and participating interest in an amount equal to 11%. The loans mature in May
2007.
In conjunction with the Recapitalization in July 1996, the Company obtained
an option to acquire, at fair market value, the stock of Westland Realty, Inc.
("WRI"). WRI, a wholly owned subsidiary of WHL, owns the two entities to which
the Garden State Plaza Loan was made. The Garden State Plaza Option is
exercisable within 120 days after the completion of an independent valuation of
the property and the
48
<PAGE>
WESTFIELD AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN THOUSANDS EXCEPT SHARE AND PER SHARE AMOUNTS)
3. ACQUISITIONS: (CONTINUED)
valuation procedure must commence before January 2000. The purchase price under
the Option is equal to 50% of the valuation, subject to adjustment for the
mortgage debt of Garden State Plaza, the Garden State Plaza Loan and the amount
by which current assets exceed current liabilities. The purchase price shall be
payable by the delivery of shares of the Company's common stock, valued at the
average of the closing sale price for the common stock on the 20 trading days
prior to the date the option is exercised.
In May 1997, the Company acquired 49,000 non-transferable WHL Options (the
"WHL Options") for $15,184. Each WHL Option entitles the Company to acquire one
WHL ordinary share at a price equal to AUS $4.67 per share. The Company cannot
exercise the WHL Options until May 2000 and the WHL Options expire in May 2002.
WHL ordinary shares closed at AUS $5.90 on December 31, 1997.
The following unaudited Pro Forma Condensed Consolidated Statements of
Income have been prepared as if the, Recapitalization, Offering, acquisitions of
Wheaton Plaza, Annapolis Mall, Meriden Square Partnerships, Northwest Plaza, WHL
Options and Garden State Plaza Loan had occurred on January 1, 1996. The
following unaudited Pro Forma Condensed Consolidated Statements of Income are
not necessarily indicative of what the actual results of the Company would have
been had these transactions been consummated as of the beginning of the year
presented, nor do they purport to present the future operations of the Company.
<TABLE>
<CAPTION>
CONDENSED
CONSOLIDATED
STATEMENTS OF INCOME
YEARS ENDED DECEMBER
31,
--------------------
1997 1996
--------- ---------
(UNAUDITED)
<S> <C> <C>
REVENUES:
Minimum and percentage rents.............................................................. $ 183,623 $ 176,517
Tenant recoveries......................................................................... 74,544 70,427
--------- ---------
Total revenues............................................................................ 258,167 246,944
EXPENSES:
Operating................................................................................. 76,707 79,352
Management fees........................................................................... 5,265 5,470
General and administrative................................................................ 985 890
Depreciation and amortization............................................................. 61,735 57,592
--------- ---------
OPERATING INCOME............................................................................ 113,475 103,640
Interest expense, net..................................................................... (69,880) (65,615)
Equity in income (loss) of unconsolidated real estate partnerships........................ 1,770 (161)
Interest and other income................................................................. 14,171 13,992
--------- ---------
INCOME BEFORE MINORITY INTEREST............................................................. 59,536 51,856
Minority interest in earnings of consolidated real estate partnerships.................... (3,796) (3,403)
--------- ---------
NET INCOME.................................................................................. $ 55,740 $ 48,453
--------- ---------
--------- ---------
Net income allocable to preferred shares.................................................. $ 10,285 $ 10,285
Net income allocable to common shares..................................................... 45,455 38,168
--------- ---------
$ 55,740 $ 48,453
--------- ---------
--------- ---------
EARNINGS PER COMMON SHARE................................................................... $ 0.62 $ 0.52
--------- ---------
--------- ---------
</TABLE>
49
<PAGE>
WESTFIELD AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN THOUSANDS EXCEPT SHARE AND PER SHARE AMOUNTS)
4. INVESTMENTS IN UNCONSOLIDATED REAL ESTATE PARTNERSHIPS:
As of December 31, 1997, the Company is a general and managing partner in
three real estate partnerships, a limited partner in one real estate partnership
and both a general and limited partner in one real estate partnership. In June
1997, the Company completed the acquisition of the 70% interest it did not own
in Annapolis Mall Limited Partnership and in September 1997, the Company
completed the acquisition of the 50% interest it did not own in Meriden Square
Partnership. The Company's interest in each unconsolidated partnership as of
December 31, 1997 is as follows:
<TABLE>
<CAPTION>
PERCENT
PROPERTY LOCATION INTEREST
- ---------------------------------------- ---------------------------------------- -----------
<S> <C> <C>
Plaza Camino Real Carlsbad, CA 40.0
Topanga Plaza Canoga Park, CA 42.0
Vancouver Mall Vancouver, WA 50.0
West Valley Canoga Park, CA 42.5
North County Fair Escondido, CA 45.0
</TABLE>
A summary of the condensed balance sheet information for all unconsolidated
real estate partnerships on a combined basis is as follows:
<TABLE>
<CAPTION>
DECEMBER 31,
------------------------
CONDENSED BALANCE SHEET INFORMATION 1997 1996
- ---------------------------------------------------------------------------------------- ----------- -----------
<S> <C> <C>
Investment in real estate:
Land, building and improvements, at cost.............................................. $ 290,092 $ 551,145
Less accumulated depreciation and amortization........................................ (105,495) (167,020)
Construction in progress.............................................................. 1,322 1,115
----------- -----------
Net investment in real estate........................................................... 185,919 385,240
Notes payable to affiliate.............................................................. -- (1,156)
Other notes payable..................................................................... (175,289) (226,619)
Other assets and liabilities, net, and interest of other partners....................... 38,761 (50,977)
----------- -----------
Investments in unconsolidated real estate partnerships.................................. $ 49,391 $ 106,488
----------- -----------
----------- -----------
</TABLE>
50
<PAGE>
WESTFIELD AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN THOUSANDS EXCEPT SHARE AND PER SHARE AMOUNTS)
4. INVESTMENTS IN UNCONSOLIDATED REAL ESTATE PARTNERSHIPS: (CONTINUED)
A summary of the condensed statements of income for all unconsolidated real
estate partnerships which include the five real estate partnerships noted above
and Annapolis Mall through June 1997, Meriden Square through September 1997, and
Mission Valley Partnership through December 1995 on a combined basis is as
follows:
<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER
31,
-------------------------------
CONDENSED STATEMENTS OF INCOME INFORMATION 1997 1996 1995
- --------------------------------------------------------------------------------- --------- --------- ---------
<S> <C> <C> <C>
Total revenues:.................................................................. $ 75,789 $ 85,767 $ 95,359
Costs and expenses:
Operating, general and administrative expenses................................. 22,568 27,331 31,496
Interest expense, net.......................................................... 21,982 22,342 24,844
Depreciation and amortization.................................................. 18,314 25,338 27,430
--------- --------- ---------
Net income....................................................................... 12,925 10,756 11,589
Other partners' share of income.................................................. (9,038) (7,049) (7,177)
--------- --------- ---------
Equity in income of unconsolidated real estate partnerships...................... $ 3,887 $ 3,707 $ 4,412
--------- --------- ---------
--------- --------- ---------
</TABLE>
Significant accounting policies used by unconsolidated real estate
partnerships are similar to those used by the Company.
5. LEASES:
DIRECT FINANCING LEASES RECEIVABLE:
The Company owns certain properties that are leased to May Department Stores
Company ("May") under direct financing leases. The leases' initial terms expire
in September 2017, and may be renewed for up to 14 additional five year terms.
May has the option to purchase the property under these leases at fair market
value during the last 16 months of the initial term or any of the renewal option
terms.
As a result of the changes in ownership described in Note 1, the direct
financing leases receivable at February 11, 1994 were revalued based upon future
cash flows for these leases discounted at seven percent.
The direct financing leases receivable are as follows:
<TABLE>
<CAPTION>
DECEMBER 31,
----------------------
1997 1996
---------- ----------
<S> <C> <C>
Minimum lease payments receivable..................................... $ 155,630 $ 177,030
Less unearned income.................................................. (70,278) (84,679)
---------- ----------
Direct financing leases receivable.................................. $ 85,352 $ 92,351
---------- ----------
---------- ----------
</TABLE>
51
<PAGE>
WESTFIELD AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN THOUSANDS EXCEPT SHARE AND PER SHARE AMOUNTS)
5. LEASES: (CONTINUED)
The future minimum rentals to be received by the Company on the direct
financing leases as of December 31, 1997, are as follows:
<TABLE>
<S> <C>
1998.............................................................. $ 7,880
1999.............................................................. 7,880
2000.............................................................. 7,880
2001.............................................................. 7,880
2002.............................................................. 7,880
Thereafter........................................................ 116,230
---------
$ 155,630
---------
---------
</TABLE>
PROPERTY RENTAL:
Substantially all of the property owned by the Company is leased to
third-party retailers under operating leases as of December 31, 1997. Lease
terms vary between retailers and some leases include percentage rental payments
based on sales volume.
Future minimum rental revenues under noncancelable operating leases as of
December 31, 1997, are as follows:
<TABLE>
<S> <C>
1998........................................................ $ 153,900
1999........................................................ 151,902
2000........................................................ 144,611
2001........................................................ 134,847
2002........................................................ 121,033
Thereafter.................................................. 541,306
------------
$ 1,247,599
------------
------------
</TABLE>
These amounts do not include percentage rentals that may be received under
certain leases on the basis of retailer sales in excess of stipulated minimums.
6. ACCOUNTS AND NOTES RECEIVABLE:
At December 31, 1997 and 1996, accounts and notes receivable include $713
and $367 of retailer notes receivable and $4,570 and $5,192 of other notes
receivable which primarily relate to property sales and bear interest at rates
ranging from 7.0% to 8.5% and are due at various dates ranging from 1998 to
2004.
52
<PAGE>
WESTFIELD AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN THOUSANDS EXCEPT SHARE AND PER SHARE AMOUNTS)
7. DEFERRED EXPENSES AND OTHER ASSETS:
Deferred expenses and other assets are summarized as follows:
<TABLE>
<CAPTION>
DECEMBER 31,
--------------------
1997 1996
--------- ---------
<S> <C> <C>
Investment in WHL Options (see Note 3).................................. $ 15,184 $ --
Lease costs, net of accumulated amortization of $4,767 and $2,100 in
1997 and 1996, respectively........................................... 10,241 4,354
Loan costs, net of accumulated amortization of $1,876 and $881 in 1997
and 1996, respectively................................................ 2,935 1,668
Prepaid and other assets................................................ 3,276 1,669
--------- ---------
$ 31,636 $ 7,691
--------- ---------
--------- ---------
</TABLE>
53
<PAGE>
WESTFIELD AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN THOUSANDS EXCEPT SHARE AND PER SHARE AMOUNTS)
8. NOTES PAYABLE AND REVOLVING CREDIT FACILITY:
A summary of notes payable and revolving credit facility are as follows:
<TABLE>
<CAPTION>
DECEMBER 31,
------------------------
1997 1996
------------ ----------
<S> <C> <C>
Collateralized non-recourse notes to an insurance company, interest only payable monthly
at 6.15%, due in 1999................................................................. $ 172,000 $ 172,000
Collateralized recourse note to an insurance company, interest only payable monthly at
8.09%, due in 1999.................................................................... 15,000 15,000
Collateralized non-recourse notes to an insurance company, interest only payable monthly
at 6.51%, due in 2001................................................................. 167,000 167,000
Senior collateralized non-recourse notes, interest only payable quarterly at 6.39% until
1997, thereafter principal and interest payable quarterly, due in 2004................ 19,392 20,576
Senior collateralized non-recourse notes bearing interest at 7.33%, $1,620 principal and
interest payable quarterly until 1997, interest only payable from 1997 until 2004,
principal and interest payable thereafter, due in 2014................................ 55,167 56,429
Collateralized non-recourse note payable to an insurance company, interest at an
effective rate of 7.07%, $1,182 principal and interest payable monthly, due in 2000... 140,866 144,959
Unsecured revolving credit facility with a group of banks with a maximum commitment of
$600,000, increased to $800,000 on January 15, 1998, interest only at LIBOR + 1%
(6.72% at December 31, 1997) payable monthly, due in 2000 with options to extend...... 463,000 --
Unsecured line of credit/collateralized project loan from a bank with a maximum
commitment of $50,000, interest only at LIBOR + 1.5%. This line of credit was repaid
and retired in June 1997.............................................................. -- 5,000
Collateralized commercial mortgage notes due in 2004, interest only payable monthly at
6.78%................................................................................. 75,000 --
Collateralized recourse construction loan payable to a bank, interest only at LIBOR +
1.5%. This loan was repaid and retired in June 1997................................... -- 4,885
Collateralized non-recourse note payable to a bank, interest only at LIBOR + 1%. This
note was repaid and retired in June 1997.............................................. -- 73,350
Collateralized non-recourse note payable to a bank, interest only at LIBOR + 1%. This
note was repaid and retired in June 1997.............................................. -- 73,450
Collateralized non-recourse construction loan payable to a bank with a maximum
commitment of $48,000, interest only payable monthly at LIBOR + 1.45%. This loan was
repaid and retired in December 1997................................................... -- 37,976
------------ ----------
$ 1,107,425 $ 770,625
------------ ----------
------------ ----------
</TABLE>
Senior collaterized non-recourse notes totaling $74,559 and $77,005 at
December 31, 1997 and 1996, respectively, are collateralized by the related
direct financing leases receivable from May.
Interest costs capitalized for the years ended December 31, 1997, 1996 and
1995, were $1,404, $1,503 and $52, respectively.
54
<PAGE>
WESTFIELD AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN THOUSANDS EXCEPT SHARE AND PER SHARE AMOUNTS)
8. NOTES PAYABLE AND REVOLVING CREDIT FACILITY: (CONTINUED)
On December 31, 1997, the Company issued collateralized commercial mortgage
notes ("Notes") totaling $75,000 to refinance existing debt collateralized by
Mission Valley Center and to provide construction financing for the
redevelopment of Mission Valley Center-West. Notes totaling $40,000 bear
interest at 6.78% and Notes totaling $35,000 bear interest at LIBOR + 70 basis
points. In conjunction with the issuance of the Notes, the Company entered into
an interest rate cap agreement and interest rate floor agreement which
effectively fix the floating rate Notes at 6.78%.
Certain notes payable and revolving credit facility agreements provide for
restrictive covenants relating to the maintenance of specified financial
performance ratios such as minimum net worth, debt service coverage ratio, loan
to value, ownership percentages and restrictions on future distribution
payments. As of December 31, 1997, the Company was in compliance with these
covenants.
The annual maturities of notes payable and the revolving credit facility as
of December 31, 1997, are as follows:
<TABLE>
<S> <C>
1998........................................................ $ 7,022
1999........................................................ 194,541
2000........................................................ 597,657
2001........................................................ 170,157
2002........................................................ 3,364
Thereafter.................................................. 134,684
------------
$ 1,107,425
------------
------------
</TABLE>
9. INTEREST RATE SWAP CONTRACTS:
At December 31, 1997, the Company had two interest swap agreements. Interest
rate swaps are contractual agreements between the Company and third parties to
exchange fixed and floating interest payments periodically without the exchange
of the underlying principal amounts (notional amounts). In the unlikely event
that a counterparty fails to meet the terms of an interest rate swap contract,
the Company's exposure is limited to the interest rate differential on the
notional amount. The Company does not anticipate non-performance by any of the
counterparties.
The Company has also entered into deferred interest rate exchange agreements
to manage future interest rates. The agreements consist of swaps and involve the
future receipt, corresponding with the expiration of existing fixed rate debt,
of a floating rate based on LIBOR and the payment of a fixed rate.
55
<PAGE>
WESTFIELD AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN THOUSANDS EXCEPT SHARE AND PER SHARE AMOUNTS)
9. INTEREST RATE SWAP CONTRACTS: (CONTINUED)
A summary of the terms of current swap and deferred start contracts are as
follows:
<TABLE>
<CAPTION>
RATE
------------------------ EFFECTIVE EXPIRING
NOTIONAL AMOUNT RECEIVABLE PAYABLE DATE DATE
- --------------------------------------------------- ----------- ----------- --------- ---------
<S> <C> <C> <C> <C>
CURRENT SWAP CONTRACTS:
$125,000....................................... LIBOR 5.75% 8/02/96 8/02/00
100,000....................................... LIBOR 5.99% 7/30/97 1/30/99
DEFERRED INTEREST RATE EXCHANGE AGREEMENTS:
$100,000....................................... LIBOR 6.02% 1/12/98 1/12/04
50,000....................................... LIBOR 6.12% 1/29/99 1/29/03
50,000....................................... LIBOR 6.17% 1/29/99 1/29/03
50,000....................................... LIBOR 6.15% 1/30/99 1/30/03
50,000....................................... LIBOR 6.16% 1/30/99 1/30/03
45,000....................................... LIBOR 6.10% 2/11/99 2/11/02
45,000....................................... LIBOR 6.15% 2/11/99 2/11/02
97,000....................................... LIBOR 6.25% 2/11/99 2/11/02
130,000....................................... LIBOR 6.25% 4/01/00 4/01/02
60,000....................................... LIBOR 6.15% 8/02/00 8/02/06
60,000....................................... LIBOR 6.25% 8/02/00 8/02/06
85,000....................................... LIBOR 6.15% 2/11/01 2/11/07
85,000....................................... LIBOR 6.26% 2/11/01 2/11/07
</TABLE>
The unrealized loss of the interest rate swap contracts were approximately
$1,379 at December 31, 1997.
10. CAPITAL STOCK:
In February 1994, the Company authorized 269,411,949 shares of $0.01 par
value common stock of which 44,901,991 shares were issued. During 1995, WEA
issued an additional 212,836 shares of common stock in conjunction with the
recontribution of 10% of the July 1995 and October 1995 distribution,
respectively. Additionally during 1995, the Company authorized 200 shares of 7%
non-cumulative, non-participating, non-voting preferred stock with a par value
of $1.00 of which 105 shares were issued. During the six months ended June 30,
1996, the Company issued an additional 169,370 shares of common stock in
conjunction with the recontribution of 10% and 5% of the December 1995 and March
1996 distributions, respectively.
In conjunction with the Recapitalization in July 1996, Westfield America
Trust ("WAT"), a newly formed publicly traded Australian trust in which WHL has
an ownership interest, acquired 19,631,543 shares of common stock and a warrant
("1996 Warrants") to purchase up to 6,246,096 shares of common stock at $16.01
per share and expire in July 2016, all of which was exercisable at December 31,
1997. The Company received $314,304, 940,000 WAT Special Options and 2,498,440
WAT Ordinary Options for the issuance of this stock and warrants issued by the
Company. In connection with the sale of common and preferred stock, WEA
designated the purchaser of such stock to be the recipients of WAT Ordinary and
Special Options, respectively. The Company received additional proceeds totaling
$26,101 from the sale of 1,630,285 shares of common stock and the 2,498,440 WAT
Ordinary Options. The Company also received
56
<PAGE>
WESTFIELD AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN THOUSANDS EXCEPT SHARE AND PER SHARE AMOUNTS)
10. CAPITAL STOCK: (CONTINUED)
$94,000 upon the sale of 940,000 shares of Series A Preferred Stock and the sale
of the 940,000 WAT Special Options. The Company used a portion of the proceeds
raised from the issuance of common and preferred stock to repurchase 5,434,104
shares from GGP and 8,182,386 shares from Goldman for a total purchase price of
$218,000. The costs associated with the Recapitalization of the Company and
issuance of new capital stock were $29,000.
In January 1997, the Company issued 8,151,155 shares of common stock to WAT
for a price of $16.01 per share. The Company used the proceeds to acquire
8,151,155 shares of the Company's Common Stock held by GGP.
In May 1997, the Company completed an initial public offering whereby the
Company issued 20,400,000 shares of common stock and issued 270,000 shares of
Series B preferred stock. In conjunction with the Offering, the Company sold
warrants (the "1997 Warrants") to WAT which entitles WAT the right to acquire at
any time, in whole or in part, 2,089,552 shares of the Company's common stock at
an exercise price of $15 per share. The 1997 Warrants expire in May 2017.
During 1997, the Company redeemed 103 shares of non-voting senior preferred
stock at $550 per share.
A distribution was declared on December 19, 1997 to shareholders of record
on December 31, 1997 of $28,350 or $0.35 per common share, for the quarter ended
December 31, 1997, which equates to $1.40 per common share on an annualized
basis. This distribution was paid on January 30, 1998.
At December 31, 1997 and 1996, the total number of shares authorized, issued
and outstanding were as follows:
<TABLE>
<CAPTION>
DECEMBER 31, 1997 DECEMBER 31, 1996
--------------------------- ---------------------------
NUMBER OF NUMBER OF NUMBER OF NUMBER OF
SHARES SHARES SHARES SHARES
AUTHORIZED OUTSTANDING AUTHORIZED OUTSTANDING
------------- ------------ ------------- ------------
<S> <C> <C> <C> <C>
Common stock, $.01 par value........................... 200,000,000 73,329,535 225,006,300 52,929,535
Excess stock, $.01 par value........................... 205,000,000 -- -- --
Non-voting senior preferred stock, $1.00 par value..... 200 2 200 105
Preferred stock, $1.00 par value of which 940,000
shares are Series A cumulative redeemable preferred
stock and 270,000 shares are Series B cumulative
redeemable preferred stock........................... 5,000,000 1,210,000 5,000,000 940,000
Excess preferred stock, $1.00 par value................ -- -- 5,000,000 --
Excess common stock.................................... -- -- 200,006,300 --
</TABLE>
57
<PAGE>
WESTFIELD AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN THOUSANDS EXCEPT SHARE AND PER SHARE AMOUNTS)
10. CAPITAL STOCK (CONTINUED):
SENIOR PREFERRED SHARES:
The holders of non-voting senior preferred stock shall be entitled to
receive, when declared, cash dividends at an annual rate of $35 per share, and
no more, payable quarterly. No dividend shall be paid on any preferred or common
shares unless the full dividend has been paid on the Senior Preferred Shares.
The Company has an option to redeem the Senior Preferred Shares anytime after
February 1999 at a redemption price of $550 per share, which is equal to the
liquidation preference.
SERIES A AND B PREFERRED SHARES:
The holders of Series A and B Preferred Shares are entitled to receive, when
declared, cumulative cash dividends equal to the greater of $8.50 per annum per
share or an amount currently equal to 6.2461, for Series A Preferred Stock, or
6.6667 for Series B Preferred Shares, times the dollar amount declared on common
shares. Series A and B Preferred Shareholders are entitled to dividends before
dividends are distributed to common shareholders. The holders of Series A and B
Preferred Shares have no voting rights unless a dividend is not declared for
four quarters, at which time the holders of Series A and B Preferred Shares may
elect a Director to be added to the Board of Directors. The Company has an
option to redeem the Series A Preferred Shares and Series B Preferred Shares
anytime after July 1, 2003 and May 21, 2004, respectively, at a redemption price
of $100 per share, which is equal to the liquidation preference.
COMMON SHARES:
The holders of Common Shares vote together as a class on all matters and are
entitled to receive distributions declared after payment of dividends on
preferred shares.
11. SUPPLEMENTAL CASH FLOW INFORMATION:
<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER
31,
-------------------------------
1997 1996 1995
--------- --------- ---------
<S> <C> <C> <C>
CASH PAID DURING THE PERIOD FOR:
Interest (net of amount capitalized)....................... $ 58,514 $ 42,378 $ 27,444
--------- --------- ---------
--------- --------- ---------
Income taxes............................................... $ 51 $ 60 $ 73
--------- --------- ---------
--------- --------- ---------
</TABLE>
58
<PAGE>
WESTFIELD AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN THOUSANDS EXCEPT SHARE AND PER SHARE AMOUNTS)
11. SUPPLEMENTAL CASH FLOW INFORMATION: (CONTINUED)
NON CASH INVESTING AND FINANCING INFORMATION:
In September 1995, the Company increased its ownership interest in the
Mission Valley Partnership ("Mission Valley") from 50% to 75.8%. Mission Valley
was accounted for under the equity method in 1995 and has been consolidated
beginning in 1996. The Company's 75.8% interest in the condensed assets and
liabilities of Mission Valley at December 31, 1995, were as follows:
<TABLE>
<S> <C>
Net investment in real estate..................................... $ 45,886
Cash and cash equivalents......................................... 2,389
Accounts and notes receivable..................................... 891
Deferred expense and other assets, net............................ 1,201
Notes payable..................................................... (28,988)
Accounts payable and accrued liabilities.......................... (798)
Minority/other partners' interest................................. 693
---------
WEA's investment in Mission Valley................................ $ 21,274
---------
---------
</TABLE>
Annapolis Mall Limited Partnership ("Annapolis") was accounted for under the
equity method until June 1997, when the Company purchased the remaining 70%
partnership interest that it did not already own. Annapolis is now consolidated
with the Company. The Company's 30% interest in the condensed assets and
liabilities of Annapolis in June 1997, were as follows:
<TABLE>
<S> <C>
Net investment in real estate...................................... $ 38,676
Cash and cash equivalents.......................................... 184
Accounts and notes receivable...................................... 323
Deferred expenses and other assets, net............................ 322
Accounts payable................................................... (91)
---------
WEA's investment in Annapolis...................................... $ 39,414
---------
---------
</TABLE>
Meriden Square Partnership ("MSP") was accounted for under the equity method
until September 1997 when the Company purchased the remaining 50% partnership
interest that it did not already own. MSP is now consolidated with the Company.
The Company's 50% interest in the condensed assets and liabilities of MSP in
September 1997, were as follows:
<TABLE>
<S> <C>
Net investment in real estate..................................... $ 35,373
Cash and cash equivalents......................................... 235
Accounts and notes receivable..................................... 381
Deferred expenses and other assets, net........................... 527
Accounts payable.................................................. (291)
Note payable...................................................... (25,000)
---------
WEA's investment in MSP........................................... $ 11,225
---------
---------
</TABLE>
The Company's purchase of a 68% managing interest in Wheaton Plaza Regional
Shopping Center, LLP ("Wheaton Plaza") resulted in an increase in minority
interest totaling $24,000.
59
<PAGE>
WESTFIELD AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN THOUSANDS EXCEPT SHARE AND PER SHARE AMOUNTS)
11. SUPPLEMENTAL CASH FLOW INFORMATION: (CONTINUED)
During 1997 and 1996, construction in process totaling $94,473 and $4,529,
respectively, was placed into service.
12. INCOME TAXES:
As discussed in Note 2, the Company elected REIT status for income tax
purposes effective February 12, 1994 and, accordingly, is exempt from federal
income taxes subsequent to that date. For the year ended December 31, 1997, 1996
and 1995, distributions have exceeded taxable income resulting in a partial
return of capital. On a per share basis, distributions represented by ordinary
income and return of capital were approximately as follows:
<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER
31,
-------------------------------
1997 1996 1995
--------- --------- ---------
<S> <C> <C> <C>
Distributions per share representing ordinary income................. $ 0.65 $ 0.88 $ 0.61
Distributions per share representing a return of capital............. 0.88 0.63 0.96
--------- --------- ---------
Total distributions per share based on income tax amounts.......... $ 1.53 $ 1.51 $ 1.57
--------- --------- ---------
--------- --------- ---------
</TABLE>
13. RELATED PARTIES:
As discussed in Note 1, the Company acquired the Acquired Properties in
conjunction with the Company's Recapitalization. Accordingly, the cost of this
acquisition was allocated to the assets acquired and liabilities assumed based
upon their respective fair values as follows:
<TABLE>
<S> <C>
Net property and equipment....................................... $ 459,707
Cash and cash equivalents........................................ 9,616
Accounts and notes receivable.................................... 3,761
Deferred expenses and other assets............................... 1,915
Notes payable.................................................... (388,609)
Accounts payable and accrued expenses............................ (13,980)
---------
Total purchase price....................................... $ 72,410
---------
---------
</TABLE>
Westfield Management Company ("WMC"), an entity wholly owned by WHL, entered
into an agreement with WEA to manage the properties in WEA's portfolio beginning
January 1, 1995. In consideration for providing these management services, WMC
is reimbursed certain recoverable property operating costs including mall
related payroll and is entitled to receive gross fees of 5% of minimum and
percentage rents received by the Company. Property management fees totaling
$4,074, $3,191 and $1,828, net of capitalized leasing fees of $2,988, $1,667 and
$1,219 were expensed by WEA for the years ended December 31, 1997, 1996 and
1995, respectively. Included in accounts payable and accrued expenses at
December 31, 1997 and 1996, are management fees payable to WMC totaling $1,068
and $711, respectively.
In addition to the management fees, WMC was reimbursed for recoverable
operating costs including mall related payroll costs totaling $14,431, an $8,409
and $6,598 for the years ended December 31, 1997, 1996 and 1995, respectively.
60
<PAGE>
WESTFIELD AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN THOUSANDS EXCEPT SHARE AND PER SHARE AMOUNTS)
13. RELATED PARTIES: (CONTINUED)
The Company entered into a Master Development Framework Agreement with WCI,
a wholly owned subsidiary of WHL, whereby the Company granted WCI the exclusive
right to carry out expansion, redevelopment and related works on WEA wholly
owned shopping centers and to endeavor to have WCI be appointed by the relevant
partner to carry out similar activities for jointly owned real estate
partnerships. During 1997, 1996 and 1995, the Company reimbursed WCI $46,859,
$21,535 and $4,373, respectively, for expansion, redevelopment and related work.
In conjunction with the Recapitalization in July 1996, the Company engaged
Westfield U.S. Advisory L.P. ("Advisor"), which is controlled by WHL, to provide
a variety of asset management and investment services subject to supervision of
the Company. Prior to the Offering, the advisor was entitled to an annual fee of
55 basis points of the net fair market value of the Company. In conjunction with
the Offering, the Advisory Agreement was amended to entitle the Advisor to an
annual fee equal to 25% of the annual Funds from Operations ("FFO"), as defined,
in excess of the Advisory FFO Amount ($114,700), but not to exceed 55 basis
points of the Net Equity Value (as defined) of the Company's assets. The
Advisory FFO amount shall thereafter be increased whenever the Company issues
additional Common Stock. The Advisory Fee was not payable for periods through
December 31, 1997. Had the amounts been payable, the advisory fee would have
been zero and $2,600, in 1997 and 1996, respectively.
Included in interest and other income for the year ended December 31, 1997,
is interest income earned on the Garden State Plaza Loan to two wholly owned
indirect subsidiaries of WHL totaling $8,326.
14. FINANCIAL INSTRUMENTS:
The following disclosure of the estimated fair value of financial
instruments is made in accordance with the requirements of Statements of
Financial Accounting Standards No. 107, DISCLOSURES ABOUT FAIR VALUE OF
FINANCIAL INSTRUMENTS. The estimated fair value amounts have been determined by
the Company, using available market information and appropriate valuation
methodologies. However, considerable judgment is necessarily required in
interpreting market data to develop the estimates of fair value. Accordingly,
the estimates presented herein are not necessarily indicative of the amounts
that the Company could realize in a current market exchange. The use of
different market assumptions and/or estimation methodologies may have a material
effect on the estimated fair value amounts.
The fair value estimates presented herein are based on pertinent information
available to management as of December 31, 1997. Although management is not
aware of any factors that would significantly affect the estimated fair value
amounts, such amounts have not been revalued for purpose of these
61
<PAGE>
WESTFIELD AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN THOUSANDS EXCEPT SHARE AND PER SHARE AMOUNTS)
14. FINANCIAL INSTRUMENTS: (CONTINUED)
consolidated financial statements since that date, and current estimates of fair
value may differ significantly from the amounts presented herein.
<TABLE>
<CAPTION>
DECEMBER 31, 1997
--------------------------
CARRYING ESTIMATED
AMOUNT FAIR VALUE
------------ ------------
<S> <C> <C>
Assets:
Participating loan to an affiliate.............................. $ 145,000 $ 145,000
Direct financing leases receivable.............................. 85,352 83,000
Cash............................................................ 11,003 11,003
Restricted Cash................................................. 28,305 28,305
Accounts and notes receivable................................... 29,499 28,820
WHL Options..................................................... 15,184 62,136
Liabilities:
Notes payable................................................... 1,107,425 1,089,935
Accounts payable and accrued expenses........................... 40,352 40,352
</TABLE>
PARTICIPATING LOAN TO AN AFFILIATE, CASH , RESTRICTED CASH, ACCOUNTS AND
NOTES RECEIVABLE, AND ACCOUNTS PAYABLE AND ACCRUED EXPENSES:
The carrying amounts of these items are a reasonable estimate of their fair
value, except for certain notes receivable which are discounted at current rates
for similar terms.
DIRECT FINANCING LEASES RECEIVABLE:
The fair value of these lease receivables are based upon the fair value of
the properties that are leased to May.
WHL OPTIONS:
The fair value of WHL Options are based on the Black Scholes's model with a
volatility of 33%, a risk free rate of 5.17% and a dividend yield of 1.51% and
the Australian currency exchange rate on December 31, 1997.
NOTES PAYABLE:
The fair value of notes payable are based upon current market rates for
loans with similar terms.
62
<PAGE>
WESTFIELD AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN THOUSANDS EXCEPT SHARE AND PER SHARE AMOUNTS)
15. COMMITMENTS AND CONTINGENCIES:
The Company is currently involved in several development projects and had
outstanding commitments with contractors totaling approximately $50,228 at
December 31, 1997.
The Redevelopment Agency of the City of West Covina (the "Agency") issued
$45,000 of special tax assessment municipal bonds ("Original Bonds") on March 1,
1990 to finance land acquisition for expansion of the shopping center and
additional site improvements. During 1996, the agency refinanced the Original
Bonds by issuing certain serial and term bonds with a total face amount of
$51,220 ("New Bonds"), proceeds of which were used to redeem the Original Bonds.
Special taxes levied against the property, together with incremental property
tax, incremental sales tax, and park and ride revenues will be used to pay the
principal and interest on the bonds and the administrative expense of the
Agency. Principal and interest payments began in 1996 and continue to 2022 in
graduating amounts ranging from $2,030 to $5,289. WEA has the contingent
obligation to satisfy any shortfall in annual debt service requirements after
tenant recoveries.
The Company is subject to the risks inherent in the ownership and operation
of commercial real estate. These include, among others, the risks normally
associated with changes in the general economic climate, trends in the retail
industry, including creditworthiness of retailers, competition for retailers,
changes in tax laws, interest rate levels, the availability of financing, and
potential liability under environmental and other laws.
Substantially all of the properties have been subjected to Phase I
environmental reviews. Such reviews have not revealed, nor is management aware
of, any probable or reasonably possible environmental costs that management
believes would be material to the consolidated financial statements.
WEA currently is neither subject to any other material litigation nor, to
management's knowledge, is any material litigation currently threatened against
WEA other than routine litigation and administrative proceedings arising in the
ordinary course of business. Based on consultation with counsel, management
believes that these items will not have a material adverse impact on the
Company's consolidated financial position or results of operations.
Under the Wheaton Plaza Shopping Center LLP partnership agreement, each non
managing partner may elect, at its option and at any time, to transfer all or a
part of its partnership interest to the Company in exchange for a sum equal to
the Fair Market Value of the partner's partnership interest, as defined, in cash
or shares of the Company.
16. SUBSEQUENT EVENTS:
In January 1998, the Company paid $106,400 to acquire Crestwood Plaza, a
super-regional shopping center located in Crestwood, Missouri. Funds for the
purchase were obtained from borrowings under the Company's unsecured revolving
credit facility.
63
<PAGE>
WESTFIELD AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN THOUSANDS EXCEPT SHARE AND PER SHARE AMOUNTS)
17. QUARTERLY FINANCIAL DATE (UNAUDITED)
Summarized quarterly data for 1997 and 1996 is as follows:
<TABLE>
<CAPTION>
FIRST SECOND THIRD FOURTH
1997 QUARTER QUARTER QUARTER QUARTER TOTAL
- ---------------------------------------------------------- --------- --------- --------- --------- ----------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
Total Revenues............................................ $ 46,925 $ 47,999 $ 57,806 $ 64,078 $ 216,808
Net Income................................................ $ 7,964 $ 10,808 $ 13,144 $ 14,949 $ 46,865
Net Income Applicable to Common Shares.................... $ 5,966 $ 6,746 $ 10,459 $ 12,266 $ 35,437
Earnings per common share................................. $ 0.11 $ 0.11 $ 0.14 $ 0.17 $ 0.54
Weighted Average Shares Outstanding....................... 52,929 62,121 73,330 73,330 65,505
1996
- ----------------------------------------------------------
Total Revenues............................................ $ 31,436 $ 32,278 $ 44,314 $ 45,681 $ 153,709
Net Income................................................ $ 6,718 $ 4,889 $ 6,696 $ 6,393 $ 24,696
Net Income Applicable to Common Shares.................... $ 6,706 $ 4,898 $ 4,629 $ 4,199 $ 20,432
Earnings per common shares................................ $ 0.15 $ 0.11 $ 0.08 $ 0.08 $ 0.42
Weighted Average Shares Outstanding....................... 45,109 45,284 52,930 52,930 49,063
</TABLE>
64
<PAGE>
SCHEDULE III
WESTFIELD AMERICA, INC.
REAL ESTATE INVESTMENT AND ACCUMULATED DEPRECIATION
DECEMBER 31, 1997
(IN THOUSANDS)
<TABLE>
<CAPTION>
BUILDINGS & ACCUMULATED
PROPERTY LAND IMPROVEMENTS TOTAL DEPRECIATION ENCUMBRANCES
- ---------------------------------------------- ---------- ------------- ------------ ------------ -------------
<S> <C> <C> <C> <C> <C>
Eagle Rock.................................... $ 3,624 $ 13,180 $ 16,804 $ 3,368 $ --
Eastland...................................... 16,609 29,637 46,246 1,225 --
Enfield....................................... 8,468 22,563 31,031 5,177 --
La Jolla...................................... 2,558 2,458 5,016 299 --
Mid Rivers.................................... 10,816 61,365 72,181 11,483 53,205
Mission Valley................................ 1,007 85,974 86,981 27,316 75,000
Montgomery.................................... 32,420 163,922 196,342 32,988 121,515
Plaza Bonita.................................. 22,994 80,156 103,150 18,892 59,030
South County.................................. 13,259 35,110 48,369 8,936 28,735
West County................................... 6,506 22,642 29,148 5,783 16,750
West Covina................................... 18,922 84,335 103,257 15,179 60,615
West Park..................................... 2,633 24,025 26,658 6,132 14,150
Westland...................................... 5,162 13,203 18,365 3,005 --
Trumbull...................................... 16,405 166,374 182,779 6,567 140,866
South Shore................................... 29,071 141,790 170,861 4,429 --
Connecticut Post.............................. 6,356 131,129 137,485 4,933 --
Annapolis Mall................................ 48,359 177,054 225,413 60,359 --
Wheaton Plaza................................. 17,316 58,363 75,679 864 --
Meriden Square................................ 11,375 95,125 106,500 19,285 --
Northwest Plaza............................... 28,400 82,662 111,062 -- --
---------- ------------- ------------ ------------ -------------
$ 302,260 $ 1,491,067 $ 1,793,327 $ 236,220 $ 569,866
---------- ------------- ------------ ------------ -------------
---------- ------------- ------------ ------------ -------------
<CAPTION>
ACQUISITION DATE/ DEPRECIABLE
PROPERTY REDEVELOPMENT DATE LIFE
- ---------------------------------------------- ------------------ -------------
<S> <C> <C>
Eagle Rock.................................... 1994 5-31.5 yrs.
Eastland...................................... 1994/1997 5-30 yrs.
Enfield....................................... 1994 3-31.5 yrs.
La Jolla...................................... 1994 15-31.5 yrs.
Mid Rivers.................................... 1994/1996 3-35 yrs.
Mission Valley................................ 1994/1997 3-50 yrs.
Montgomery.................................... 1994 5-20 yrs.
Plaza Bonita.................................. 1994 3-39 yrs.
South County.................................. 1994 5-40 yrs.
West County................................... 1994 3-20 yrs.
West Covina................................... 1994 3-20 yrs.
West Park..................................... 1994 3-15 yrs.
Westland...................................... 1994/1994 3-50 yrs.
Trumbull...................................... 1994 3-40 yrs.
South Shore................................... 1994/1997 3-40 yrs.
Connecticut Post.............................. 1994 3-40 yrs.
Annapolis Mall................................ 1997(1) 3-20 yrs.
Wheaton Plaza................................. 1997 3-39 yrs.
Meriden Square................................ 1997(1) 5-30 yrs.
Northwest Plaza............................... 1997 40 yrs.
</TABLE>
- ------------------------
(1) A partnership interest was purchased in 1994 and the remaining partnership
interest was purchased in 1997.
65
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER
- -----------
<C> <S>
2.1 Agreement for Purchase and Sale of Partnership Interest and Real Property, dated as of June 4, 1997,
between RREEF USA Fund III Annapolis, Inc. and the Company, incorporated by reference to the Company's
Form 8-K, dated June 19, 1997.
3.1 Third Restated Articles of Incorporation of the Company, incorporated by reference to the Company Form
10-Q for the quarterly period ended June 30, 1997.
3.2 Certificate of Designation for Series B Preferred Shares, incorporated by reference to the Company's
Form 10-Q for the quarterly period ended June 30, 1997.
3.3 Second Amended and Restated By-Laws of the Company, incorporated by reference to the Company's Form 10-Q
for the quarterly period ended June 30, 1997.
4.1 Specimen of Common Stock Certificate, incorporated by reference to the Company's Registration Statement
on Form S-11 (Reg. No. 333-22731).
10.1 Form of Pledge and Security Agreement, together with the Promissory Note attached thereto, dated as of
May 1997, among Westland Realty, Inc., Westfield Partners, Inc., Westland Management, Inc. and the
Company, incorporated by reference to the Company's Registration Statement on Form S-11 (Reg. No.
333-22731).
10.2 Form of Westfield Holdings Warrant, dated May 1997, between Westfield Holdings Limited and the Company,
incorporated by reference to the Company's Registration Statement on Form S-11 (Reg. No. 333-22731).
10.3 Subscription Agreement and Plan of Reorganization, dated as of May 13, 1996, among the Perpetual Trustee
Company Limited (the "WAT Trustee"), the CenterMark Management Company ("CMC") and the Company,
incorporated by reference to the Company's Registration Statement on Form S-11 (Reg. No. 333-22731).
10.4 Warrant of the Company, dated July 1, 1996, incorporated by reference to the Company's Registration
Statement on Form S-11 (Reg. No. 333-22731).
10.5 Form of Common Stock Purchase Warrant of the Company, dated May 1997, incorporated by reference to the
Company's Registration Statement on Form S-11 (Reg. No. 333-22731).
10.6 Special Option Deed, dated May 14, 1996, among Westfield America Management Limited ("WAM"), the WAT
Trustee and the Company, incorporated by reference to the Company's Registration Statement on Form
S-11 (Reg. No. 333-22731).
10.7 Deed of Variation, dated June 24, 1996, among WAM, the WAT Trustee and the Company, incorporated by
reference to the Company's Registration Statement on Form S-11 (Reg. No. 333-22731).
10.8 Form of Special Option Deed, dated May 1997, among WAM, the WAT Trustee and Stichting Pensionefonds ABP
("ABP"), incorporated by reference to the Company's Registration Statement on Form S-11 (Reg. No.
333-22731).
10.9 Advisory Agreement, dated July 1, 1996, between the Company and Westfield U.S. Advisory, L.P. (the
"Advisor"), incorporated by reference to the Company's Registration Statement on Form S-11 (Reg. No.
333-22731).
10.10 Form of First Amendment to Advisory Agreement, dated May 1997, between the Company and the Advisory,
incorporated by reference to the Company's Registration Statement on Form S-11 (Reg. No. 333-22731).
</TABLE>
66
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER
- -----------
<C> <S>
10.11 Master Development Framework Agreement, dated July 1, 1996, between the Company and Westfield
Corporation, Inc. (the "Developer"), incorporated by reference to the Company's Registration Statement
on Form S-11 (Reg. No. 333-22731).
10.12 Form of First Amendment to Master Development Framework Agreement, dated May 1997 between the Company
and the Developer, incorporated by reference to the Company's Registration Statement on Form S-11
(Reg. No. 333-22731).
10.13 Property Management Letter Agreement, dated July 1, 1996, between the Company and CMC, incorporated by
reference to the Company's Registration Statement on Form S-11 (Reg. No. 333-22731).
10.14 Form of First Amendment to Property Management Letter Agreement dated May 1997, between the Company and
CMC, incorporated by reference to the Company's Registration Statement on Form S-11 (Reg. No.
333-22731).
10.15 Management Agreement, dated July 1, 1996, between CMC and the Owner and each of the wholly-owned
Centers, incorporated by reference to the Company's Registration Statement on Form S-11 (Reg. No.
33-22731).
10.16 Form of First Amendment to Management Agreement, dated May 1997, between CMC and the Owner of each of
the wholly-owned Centers, incorporated by reference to the Company's Registration Statement on Form
S-11 (Reg. No. 333-22731).
10.17 Amended and Restated Assignments of Management Agreements, dated July 1, 1996, between the Company and
CMC, incorporated by reference to the Company's Registration Statement on Form S-11 (Reg. No.
333-22731).
10.18 Form of Amended and Restated Assignments of Management Agreements, dated May 1997, between the Company
and CMC, incorporated by reference to the Company's Registration Statement on Form S-11 (Reg. No.
333-22731).
10.19 Subcontract of Management Rights, dated July 1, 1996, between the Company and CMC, incorporated by
reference to the Company's Registration Statement on Form S-11 (Reg. No. 333-22731).
10.20 Form of Amended and Restated Subcontract of Management Rights dated May 1997, between the Company and
CMC, incorporated by reference to the Company's Registration Statement on Form S-11 (Reg. No.
333-22731).
10.21 Garden State Plaza Option Agreement, dated July 1, 1996, between the Company and Westfield Capital
Corporation Finance Pty Limited, incorporated by reference to the Company's Registration Statement on
Form S-11 (Reg. No. 333-22731).
10.22 Form of First Amendment to GSP Option Agreement, dated as of May 1997 between the Company and Westfield
Capital Corporation Finance Pty Limited, incorporated by reference to the Company's Registration
Statement on Form S-11 (Reg. No. 333-22731).
10.23 License Agreement, dated July 1, 1996, between the Company and Westfield Corporation, Inc., incorporated
by reference to the Company's Registration Statement on Form S-11 (Reg. No. 333-22731).
10.24 Stock Purchase Agreement, dated as of May 13, 1996, among Westland Park Avenue Corporation, Westland
Holding Company, Inc. and the Company, incorporated by reference to the Company's Registration
Statement on Form S-11 (Reg. No. 333-2731).
10.25 Form of Registration Rights Agreement between the Company and Westfield Holdings Limited, incorporated
by reference to the Company's Registration Statement on Form S-11 (Reg. No. 333-22731).
</TABLE>
67
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER
- -----------
<C> <S>
10.26 Form of Investors Agreement among the Company, Westfield Holdings, the WAT Trustee and WAM, incorporated
by reference to the Company's Registration Statement on Form S-11 (Reg. No. 333-22731).
10.27 Form of Non-Competition Agreement, dated as of May 1997, among the Company, Frank P. Lowy, David H.
Lowy, Peter S. Lowy and Steven M. Lowy, incorporated by reference to the Company" Registration
Statement on Form S-11 (Reg. No. 333-22731).
10.28 Subscription Agreement, dated as of June 14, 1996, among ABP and the Company, incorporated by reference
to the Company's Registration Statement on Form S-11 (Reg. No. 33-22731).
10.29 Form of Subscription Agreement, dated as of May 1997, among WAM, the WAT Trustee, ABP, and the Company,
incorporated by reference to the Company's Registration Statement on Form S-11 (Reg. No. 333-22731).
10.31 Form of First Amendment to Trade Name License Agreement, dated as of May 1997, between Westfield
Corporation, Inc. and the Company, incorporated by reference to the Company's Registration Statement
on Form S-11 (Reg. No. 333-22731).
10.32 Form of Letter Agreement, dated as of May 1997, between the Company and Westland Holdings Limited,
incorporated by reference to the Company's Registration Statement on Form S-11 (Reg. No. 333-22731).
10.33 Unsecured Revolving Credit Agreement dated as of May 30, 1997, incorporated by reference to the
Company's Form 10-Q for the quarterly period ended June 30, 1997.
21.1 List of Subsidiaries of the Company.
24.1 Powers of Attorney, incorporated by reference to the Company's Registration Statement on Form S-11 (Reg.
No. 333-22731).
27.1 Finance Data Schedule.
</TABLE>
68
<PAGE>
EXHIBIT 21.1
LIST OF SUBSIDIARIES OF THE COMPANY
The following entities are wholly-owned by the Company:
<TABLE>
<CAPTION>
PLACE OF INCORPORATION OF
ORGANIZATION
-----------------------------------------
<S> <C>
Westfield America Meriden Square, Inc.................................. Delaware Corporation
Westfield America of Annapolis, Inc.................................... Delaware Corporation
Westfield America of Bonita, Inc....................................... Delaware Corporation
Westfield America of Missouri, Inc..................................... Delaware Corporation
Westfield America of Vancouver, Inc.................................... Delaware Corporation
Westfield America of West Covina, Inc.................................. Delaware Corporation
Westfield America--Wheaton, Inc........................................ Delaware Corporation
CMF, Inc............................................................... Delaware Corporation
Eagle Rock Properties, Inc............................................. Delaware Corporation
Mid Rivers Office Development I, Inc................................... Delaware Corporation
Montgomery Mall Limited Partnership.................................... Maryland Limited Partnership
Montgomery Mall Properties, Inc........................................ Delaware Corporation
South County Properties, Inc........................................... Delaware Corporation
Topanga Center, Inc.................................................... Delaware Corporation
West Park Mall, Inc.................................................... Delaware Corporation
West Park Partners, L.P................................................ Missouri Limited Partnership
WAP HC, Inc............................................................ Delaware Corporation
Westland Properties, Inc............................................... Delaware Corporation
The Connecticut Post Limited Partnership............................... Connecticut Limited Partnership
Residential Rentals and Investments, Inc............................... Connecticut Corporation
Trumbull Department Stores, Inc........................................ Delaware Corporation
Westfield Management, Inc.............................................. California Corporation
Westland Milford Properties, Inc....................................... Delaware Corporation
Westland Partners, Inc................................................. Delaware Corporation
Westland Shopping Center, L.P.......................................... California Limited Partnership
Westland South Shore Mall, L.P......................................... California Limited Partnership
WEA Meriden Square, Inc................................................ Delaware Corporation
WPI Meriden Square, Inc................................................ Delaware Corporation
Meriden Square Partnership............................................. Connecticut General Partnership
Westfield America M.S., Inc............................................ Delaware Corporation
Annapolis Mall Limited Partnership..................................... Maryland Limited Partnership
Annapolis Mall LLC..................................................... Delaware Limited Liability Company
Connecticut Post Mall LLC.............................................. Delaware Limited Liability Company
Connecticut Post Mall No. 2 LLC........................................ Delaware Limited Liability Company
Crestwood Plaza LLC.................................................... Delaware Limited Liability Company
Eagle Rock Plaza LLC................................................... Delaware Limited Liability Company
Eastland Shopping Center LLC........................................... Delaware Limited Liability Company
Enfield Square LLC..................................................... Delaware Limited Liability Company
La Jolla Village LLC................................................... Delaware Limited Liability Company
Mid Rivers Land LLC.................................................... Delaware Limited Liability Company
Mid Rivers Mall LLC.................................................... Delaware Limited Liability Company
Mission Valley Center LLC.............................................. Delaware Limited Liability Company
</TABLE>
69
<PAGE>
<TABLE>
<CAPTION>
PLACE OF INCORPORATION OF
ORGANIZATION
-----------------------------------------
<S> <C>
Montgomery Mall of Maryland LLC........................................ Delaware Limited Liability Company
Northwest Plaza LLC.................................................... Delaware Limited Liability Company
Mission Valley No.1 LLC................................................ Delaware Limited Liability Company
Mission Valley No.2 LLC................................................ Delaware Limited Liability Company
West County Center LLC................................................. Delaware Limited Liability Company
Plaza Bonita LLC....................................................... Delaware Limited Liability Company
Plaza Camino Real LLC.................................................. Delaware Limited Liability Company
Plaza West Covina LLC.................................................. Delaware Limited Liability Company
South County Center LLC................................................ Delaware Limited Liability Company
South County Post Office LLC........................................... Delaware Limited Liability Company
South Shore Mall LLC................................................... Delaware Limited Liability Company
Topanga Plaza LLC...................................................... Delaware Limited Liability Company
Trumbull Mall LLC...................................................... Delaware Limited Liability Company
Vancouver Mall LLC..................................................... Delaware Limited Liability Company
WEA Meriden Square LLC................................................. Delaware Limited Liability Company
WEA Meriden Square No. 2 LLC........................................... Delaware Limited Liability Company
WEA Meriden Square No. 3 LLC........................................... Delaware Limited Liability Company
WEA NY Houses LLC...................................................... Delaware Limited Liability Company
WEA CT Houses LLC...................................................... Delaware Limited Liability Company
WEA Crestwood Plaza LLC................................................ Delaware Limited Liability Company
West Valley LLC........................................................ Delaware Limited Liability Company
Westland Town Center LLC............................................... Delaware Limited Liability Company
West Park Mall LLC..................................................... Delaware Limited Liability Company
Wheaton Plaza No. 1 LLC................................................ Delaware Limited Liability Company
Westfield America Limited Partnership.................................. Delaware Limited Partnership
Westfield America Investor L.P......................................... Delaware Limited Partnership
WEA Annapolis, Inc..................................................... Delaware Corporation
Westfield America G.P., Inc............................................ Delaware Corporation
Westfield Mission Valley Corporation................................... Delaware Corporation
Mission Valley Finance Corporation..................................... Delaware Corporation
</TABLE>
<TABLE>
<CAPTION>
PERCENTAGE PLACE OF INCORPORATION OF
OWNED ORGANIZATION
----------- ------------------------------------
<S> <C> <C>
EWH Escondido Associates, L.P................................... 45.00% Delaware Limited Partnership
M-R St. Peters, L.P............................................. 50.00% Delaware Limited Partnership
MBM Associates.................................................. 1.00% California Limited Partnership
Mid Rivers Limited Partnership.................................. 33.33% Missouri Limited Partnership
Mission Valley Partnership...................................... 75.80% California Limited Partnership
Owensmouth Office Associates, Ltd............................... 50.00% California Limited Partnership
Plaza Camino Real............................................... 40.00% California Limited Partnership
Topanga Plaza Partnership....................................... 42.00% California General Partnership
Vancouver Mall.................................................. 50.00% Washington General Partnership
West Valley Partnership......................................... 42.50% California Limited Partnership
Wheaton Plaza Regional Shopping Center LLP...................... 68.00% Maryland Limited Liability
Partnership
</TABLE>
70
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C> <C> <C>
<PERIOD-TYPE> YEAR YEAR YEAR
<FISCAL-YEAR-END> DEC-31-1997 DEC-31-1996 DEC-31-1995
<PERIOD-START> JAN-01-1997 JAN-01-1996 JAN-01-1995
<PERIOD-END> DEC-31-1997 DEC-31-1996 DEC-31-1995
<CASH> 39,308 6,729 0
<SECURITIES> 0 0 0
<RECEIVABLES> 36,411 26,157 13,848
<ALLOWANCES> (6,912) (9,157) (6,903)
<INVENTORY> 0 0 0
<CURRENT-ASSETS> 0 0 0
<PP&E> 1,793,327 1,172,034 646,976
<DEPRECIATION> (236,220) (110,260) (52,657)
<TOTAL-ASSETS> 1,948,944 1,341,854 841,990
<CURRENT-LIABILITIES> 0 0 0
<BONDS> 1,107,425 770,625 426,781
0 0 0
121,000 94,000 0
<COMMON> 731 527 453
<OTHER-SE> 625,963 424,003 379,966
<TOTAL-LIABILITY-AND-EQUITY> 1,948,944 1,341,854 841,990
<SALES> 0 0 0
<TOTAL-REVENUES> 229,907 158,526 115,048
<CGS> 0 0 0
<TOTAL-COSTS> 123,092 92,534 65,286
<OTHER-EXPENSES> 2,478 1,063 0
<LOSS-PROVISION> 0 0 0
<INTEREST-EXPENSE> 57,472 40,233 27,916
<INCOME-PRETAX> 46,865 24,696 21,846
<INCOME-TAX> 0 0 0
<INCOME-CONTINUING> 46,865 24,696 21,846
<DISCONTINUED> 0 0 0
<EXTRAORDINARY> 0 0 0
<CHANGES> 0 0 0
<NET-INCOME> 46,865 24,696 21,846
<EPS-PRIMARY> 0.54 0.42 0.48
<EPS-DILUTED> 0.54 0.42 0.48
</TABLE>
