2 unchanged sentences
As required by Rule 13a-15(b) under the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), management carried out an evaluation, under the supervision and with the participation of the Company's Chief Executive Officer and Chief Financial Officer, of the effectiveness of the Company's disclosure controls and procedures as of the end of the period covered by this Annual Report on Form 10-K.
−Removed: Based on their evaluation as of December 31, 2022, the Company's Chief Executive Officer and Chief Financial Officer have concluded that the Company's disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) were effective to ensure that the information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is (a) recorded, processed, summarized, and reported within the time periods specified in the SEC's rules and forms and (b) accumulated and communicated to the
−Removed: Company's management, including its Chief Executive Officer and Chief Financial Officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
+Added: Based on their evaluation as of December 31, 2023, the Company's Chief Executive Officer and Chief Financial Officer have concluded that the Company's disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) were effective to ensure that the information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is (a) recorded, processed, summarized, and reported within the time periods specified in the SEC's rules and forms and (b) accumulated and communicated to the Company's management, including its Chief Executive Officer and Chief Financial Officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
Management's Report on Internal Control Over Financial Reporting
33 unchanged sentences
OTHER INFORMATION
+Added: During the three months ended December 31, 2023, none of the Company's directors or officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934) adopted, terminated or modified a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K).
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
52 unchanged sentences
The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
−Removed: Assessment of the Company’s evaluation of the expected holding period for operating properties
−Removed: As discussed in Notes 2 and 6 to the consolidated financial statements, the Company assesses whether an indicator of impairment in the carrying value of its properties exists by considering property operating performance, holding periods, capitalization rates, and other market factors.
−Removed: Property, net as of December 31, 2022 was $6,128 million, or 76% of total assets.
−Removed: We identified the assessment of the Company’s evaluation of the expected holding period for operating properties as a critical audit matter.
−Removed: Subjective auditor judgment was required to assess the relevant events or changes in circumstances that the Company used to evaluate its expected holding period.
−Removed: A shortening of the expected holding period could indicate a potential impairment.
+Added: Assessment of impairment of property, net and investments in unconsolidated joint ventures
+Added: As discussed in Notes 2, 4, and 6 to the consolidated financial statements, the Company evaluates its consolidated property and investments in unconsolidated joint ventures (which own and operate properties) for impairment whenever there are indicators that the carrying value of the property may not be recoverable or where there may be an other-than-temporary impairment of investments in unconsolidated joint ventures.
+Added: The Company considers property operating performance, expected holding periods, capitalization rates, and other market factors in making this evaluation.
+Added: As of December 31, 2023, property, net was $5,900 million and investments in unconsolidated joint ventures was $853 million.
+Added: If the carrying value of a property exceeds the estimate of its undiscounted cash flows, an impairment loss is recognized equal to the excess of the carrying value over its fair value.
+Added: The fair value of property is determined through either a sales approach or a discounted cash flow approach.
+Added: Impairment of properties held in an unconsolidated joint venture follows a similar method.
+Added: As discussed in Note 6 to the consolidated financial statements, due to a reduction in the expected holding period of a consolidated property, the Company determined the property's carrying value was impaired and recorded an impairment charge of $144.7 million based on a discounted cash flow approach.
+Added: We identified the assessment of impairment of property, net and investments in unconsolidated joint ventures as a critical audit matter.
+Added: Subjective auditor judgment was required to assess the relevant events or changes in circumstances that Company officials considered when evaluating expected holding periods.
+Added: A shortening of a property’s expected holding period could indicate a potential impairment.
+Added: In addition, the evaluation of the fair value as determined through a discounted cash flow approach, in particular the key assumptions over the property’s market rental rates, discount rate, and terminal capitalization rate, required a high degree of auditor judgement.
+Added: The evaluation of these key assumptions required significant audit effort, including the involvement of valuation professionals with specialized skills and knowledge.
The following are the primary procedures we performed to address this critical audit matter.
−Removed: We evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s property impairment process, including controls over the Company’s evaluation of the expected holding period.
−Removed: We evaluated the relevant events or
−Removed: changes in circumstances and the current economic environment that the Company used to evaluate its expected holding period by:
−Removed: • reading minutes of the meetings of the Company’s Board of Directors
+Added: We evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s property impairment process, including controls over the Company’s evaluation of the expected holding period and the development of the key assumptions used in the discounted cash flow analysis.
+Added: We evaluated the relevant events or changes in circumstances that the Company considered when evaluating expected holding periods by:
+Added: • reading minutes of the meetings of the Company’s Board of Directors and obtaining written representations regarding potential plans, if any, to dispose of certain real estate properties
+Added: • inquiring about the Company’s plans with those in the organization responsible for, and having authority over, potential disposition activities
• reading external communications with investors and analysts
−Removed: • analyzing documents prepared by the Company regarding proposed real estate transactions
−Removed: • considering properties with current encumbrances that are set to mature within one year.
−Removed: Evaluation of the fair value of the Chandler Freehold financing arrangement obligation
+Added: • considering the Company’s plans for properties with mortgages maturing within one year.
+Added: With the assistance of our valuation professionals with specialized skills and knowledge, we evaluated the significant assumptions used in the discounted cash flow analysis by comparing the market rental rates, discount rate, and terminal capitalization rate used by the Company to publicly available market data for comparable properties in a similar geographic region.
+Added: Evaluation of the fair value of the financing arrangement obligation
As discussed in Notes 2 and 12 to the consolidated financial statements, the Company reports the Chandler Freehold consolidated joint venture as a financing arrangement with the related deferred gain recorded as a liability at fair value.
−Removed: The fair value of the financing arrangement obligation is determined primarily based upon the fair value of the underlying shopping centers, Chandler Fashion Center and Freehold Raceway Mall, owned by the Chandler Freehold consolidated joint venture.
−Removed: The fair value of the shopping centers is estimated using a discounted cash flow model.
+Added: The fair value of the financing arrangement obligation is determined primarily based upon the fair value of the underlying shopping center, Chandler Fashion Center, owned by the Chandler Freehold consolidated joint venture.
+Added: The fair value of the shopping center is estimated using a discounted cash flow model.
Subsequent changes in the fair value of the financing arrangement obligation are recorded as interest expense.
−Removed: The financing arrangement obligation as of December 31, 2022 was $143 million, or 3% of total liabilities.
−Removed: The adjustment to fair value of the financing arrangement obligation was $24 million, or 37% of net income for the year ended December 31, 2022.
+Added: The financing arrangement obligation as of December 31, 2023 was $103 million.
+Added: The adjustment to fair value of the financing arrangement obligation was $35 million for the year ended December 31, 2023.
We identified the evaluation of the fair value of the Chandler Freehold financing arrangement obligation as a critical audit matter.
−Removed: A high degree of subjectivity was required in evaluating the discounted cash flow model used to fair value the shopping centers.
+Added: A high degree of auditor judgement was required in evaluating the discounted cash flow model used to fair value the shopping centers.
Specifically, the model was sensitive to reasonably possible changes to significant assumptions, which have a significant effect on the determination of fair value of the financing arrangement obligation.
−Removed: The significant assumptions include market rental rates, discount rates, and terminal capitalization rates.
+Added: The key assumptions include market rental rates, discount rates, and terminal capitalization rates.
+Added: The evaluation of these key assumptions required significant audit effort, including the involvement of valuation professionals with specialized skills and knowledge.
The following are the primary procedures we performed to address this critical audit matter.
−Removed: We evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s fair value determination process for the financing arrangement obligation and specifically the development of the significant assumptions.
−Removed: We involved valuation professionals with specialized skills and knowledge who assisted in evaluating the Company’s significant assumptions used in the discounted cash flow model.
−Removed: The valuation professionals independently developed a range of the market rental rates, discount rates, and terminal capitalization rates using publicly available market data for comparable properties and geographic regions in which Chandler Fashion Center and Freehold Raceway Mall are located and compared the rates to those used by the Company.
+Added: We evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s fair value determination process for the financing arrangement obligation and specifically the development of the key assumptions used in the discounted cash flow analysis.
+Added: With the assistance of our valuation professionals with specialized skills and knowledge, we evaluated the significant assumptions used in the discounted cash flow analysis by comparing the market rental rates, discount rate, and terminal capitalization rate used by the Company to publicly available market data for comparable properties in a similar geographic region.
We have served as the Company’s auditor since 2010
17 unchanged sentences
Accounts payable and accrued expenses 64,194 63,107
−Removed: Due to affiliates — 327
Lease liabilities 83,989 94,911
8 unchanged sentences
Accumulated deficit ( 3,063,789 ) ( 2,643,094 )
−Removed: Accumulated other comprehensive income (loss) 632 ( 24 )
+Added: Accumulated other comprehensive (loss) income ( 952 ) 632
Total stockholders' equity 2,447,020 2,865,773
18 unchanged sentences
706,489 709,129 722,069
−Removed: Interest expense (income):
+Added: Interest (income) expense:
Related parties ( 24,206 ) 34,735 ( 3,718 )
1 unchanged sentence
172,920 216,851 192,679
−Removed: Loss on extinguishment of debt — 1,007 —
+Added: (Gain) loss on extinguishment of debt ( 8,208 ) — 1,007
Total expenses 871,201 925,980 915,755
Equity in (loss) income of unconsolidated joint ventures ( 156,937 ) ( 5,256 ) 15,689
−Removed: Income tax (expense) benefit ( 705 ) ( 6,948 ) 447
−Removed: Loss on remeasurement of assets — — ( 163,298 )
−Removed: Gain (loss) on sale or write down of assets, net 7,698 75,740 ( 68,112 )
+Added: Income tax benefit (expense) 494 ( 705 ) ( 6,948 )
+Added: (Loss) gain on sale or write down of assets, net ( 134,523 ) 7,698 75,740
Net (loss) income ( 278,099 ) ( 65,079 ) 16,163
−Removed: Less net income (loss) attributable to noncontrolling interests 989 1,900 ( 15,259 )
+Added: Less net (loss) income attributable to noncontrolling interests ( 4,034 ) 989 1,900
Net (loss) income attributable to the Company $ ( 274,065 ) $ ( 66,068 ) $ 14,263
12 unchanged sentences
Net (loss) income $ ( 278,099 ) $ ( 65,079 ) $ 16,163
−Removed: Other comprehensive income:
+Added: Other comprehensive (loss) income:
Interest rate cap/swap agreements ( 1,584 ) 656 8,184
Comprehensive (loss) income ( 279,683 ) ( 64,423 ) 24,347
−Removed: Less net income (loss) attributable to noncontrolling interests 989 1,900 ( 15,259 )
+Added: Less net (loss) income attributable to noncontrolling interests ( 4,034 ) 989 1,900
Comprehensive (loss) income attributable to the Company $ ( 275,649 ) $ ( 65,412 ) $ 22,447
9 unchanged sentences
Balance at January 1, 2021 149,770,575 $ 1,498 $ 4,603,378 $ ( 2,339,619 ) $ ( 8,208 ) $ 2,257,049 $ 188,211 $ 2,445,260
−Removed: Net loss — — — ( 230,203 ) — ( 230,203 ) ( 15,259 ) ( 245,462 )
+Added: Net income — — — 14,263 — 14,263 1,900 16,163
Interest rate cap/swap agreements — — — — 8,184 8,184 — 8,184
3 unchanged sentences
143,191 1 1,347 — — 1,348 — 1,348
+Added: Stock offerings, net
+Added: 62,049,131 620 829,621 — — 830,241 — 830,241
Distributions declared ($ 0.60 ) per share
— — — ( 118,340 ) — ( 118,340 ) — ( 118,340 )
−Removed: Stock dividend 7,759,280 78 ( 78 ) — — — — —
Distributions to noncontrolling interests
17 unchanged sentences
Comprehensive
−Removed: Loss Total Stockholders'
+Added: (Loss) Income Total Stockholders'
Value Noncontrolling
1 unchanged sentence
Balance at December 31, 2021 214,797,057 $ 2,147 $ 5,488,440 $ ( 2,443,696 ) $ ( 24 ) $ 3,046,867 $ 129,282 $ 3,176,149
−Removed: Net income — — — 14,263 — 14,263 1,900 16,163
+Added: Net (loss) income — — — ( 66,068 ) — ( 66,068 ) 989 ( 65,079 )
Interest rate cap/swap agreements
23 unchanged sentences
Stockholders' Equity
−Removed: Common Stock Additional Paid-in Capital Accumulated Deficit Accumulated Other Comprehensive (Loss) Income Total Stockholders' Equity
+Added: Common Stock Additional Paid-in Capital Accumulated Deficit Accumulated Other Comprehensive Income (Loss) Total Stockholders' Equity
Value Noncontrolling
1 unchanged sentence
Balance at December 31, 2022 215,241,129 $ 2,151 $ 5,506,084 $ ( 2,643,094 ) $ 632 $ 2,865,773 $ 83,576 $ 2,949,349
−Removed: Net (loss) income — — — ( 66,068 ) — ( 66,068 ) 989 ( 65,079 )
−Removed: Interest rate cap/swap agreements
+Added: Net loss — — — ( 274,065 ) — ( 274,065 ) ( 4,034 ) ( 278,099 )
+Added: Interest rate cap agreements
— — — — ( 1,584 ) ( 1,584 ) — ( 1,584 )
8 unchanged sentences
— — — — — — ( 12,660 ) ( 12,660 )
−Removed: Contributions from noncontrolling interests
−Removed: — — — — — — 602 602
Conversion of noncontrolling interests to common shares
14 unchanged sentences
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
−Removed: Loss on extinguishment of debt — 1,007 —
−Removed: Loss on remeasurement of assets — — 163,298
−Removed: (Gain) loss on sale or write down of assets, net ( 7,698 ) ( 75,740 ) 68,112
+Added: (Gain) loss on extinguishment of debt ( 8,208 ) — 1,007
+Added: Loss (gain) on sale or write down of assets, net 134,523 ( 7,698 ) ( 75,740 )
Depreciation and amortization 296,394 302,480 324,403
−Removed: Amortization of net premium on mortgage notes payable — — ( 773 )
Amortization of share and unit-based plans 13,166 17,638 14,273
Straight-line rent and amortization of above and below market leases, net 522 ( 1,271 ) ( 7,691 )
−Removed: (Recovery of) provision for doubtful accounts ( 656 ) ( 6,390 ) 44,250
−Removed: Income tax expense (benefit) 705 6,948 ( 447 )
+Added: Recovery of doubtful accounts ( 2,699 ) ( 656 ) ( 6,390 )
+Added: Income tax (benefit) expense ( 494 ) 705 6,948
Equity in loss (income) of unconsolidated joint ventures 156,937 5,256 ( 15,689 )
16 unchanged sentences
Contributions to unconsolidated joint ventures ( 81,158 ) ( 81,718 ) ( 86,846 )
−Removed: Cash and restricted cash acquired from acquisition of previously unconsolidated joint venture — — 5,811
−Removed: Loan to previously unconsolidated joint venture — — ( 100,000 )
Proceeds from collection of receivable in connection with sale of joint venture property — 21,000 —
Proceeds from sale of assets 35,528 50,458 337,514
−Removed: Net cash (used in) provided by investing activities ( 1,402 ) 234,968 ( 202,848 )
+Added: Net cash provided by (used in) investing activities 52,541 ( 1,402 ) 234,968
The accompanying notes are an integral part of these consolidated financial statements.
8 unchanged sentences
Deferred financing costs ( 28,913 ) ( 6,446 ) ( 22,872 )
−Removed: Proceeds from finance lease — — 4,115
+Added: Payment on finance arrangement obligation ( 5,587 ) — —
Payments on finance leases ( 2,000 ) ( 1,923 ) ( 1,849 )
4 unchanged sentences
Dividends and distributions ( 159,290 ) ( 186,328 ) ( 143,447 )
−Removed: Net cash (used in) provided by financing activities ( 321,940 ) ( 837,024 ) 446,454
+Added: Net cash used in financing activities ( 338,888 ) ( 321,940 ) ( 837,024 )
Net increase (decrease) in cash, cash equivalents and restricted cash 9,155 14,168 ( 315,688 )
7 unchanged sentences
Receivable in connection with sale of joint venture property $ — $ — $ 21,000
−Removed: Lease liabilities recorded in connection with right-of-use assets $ — $ — $ —
−Removed: Assets acquired from previously unconsolidated joint venture $ 23,554 $ — $ 395,844
−Removed: Liabilities assumed from previously unconsolidated joint venture $ — $ — $ 263,393
−Removed: Property distribution from unconsolidated joint venture $ — $ — $ 19,300
+Added: Assets acquired from unconsolidated joint venture $ 46,713 $ 23,554 $ —
The accompanying notes are an integral part of these consolidated financial statements.
17 unchanged sentences
The Company's sole significant asset is its investment in the Operating Partnership and as a result, substantially all of the Company's assets and liabilities represent the assets and liabilities of the Operating Partnership.
−Removed: In addition, the Operating Partnership has investments in a number of VIEs, including Fashion District Philadelphia and SanTan Village Regional Center.
+Added: In addition, the Operating Partnership has investments in a number of VIEs, including SanTan Village Regional Center.
The Operating Partnership's VIEs included the following assets and liabilities:
5 unchanged sentences
Total liabilities $ 298,300 $ 459,181
−Removed: All intercompany accounts and transactions have been eliminated in the consolidated financial statements.
THE MACERICH COMPANY
3 unchanged sentences
Basis of Presentation:
+Added: (1) On December 9, 2023, the Company acquired its joint venture partner's 50.0 % interest in Fashion District Philadelphia for no consideration, and the Company now owns 100 % of this property.
+Added: As a result, Fashion District Philadelphia is not included at December 31, 2023 (See Note 15–Acquisitions).
+Added: All intercompany accounts and transactions have been eliminated in the consolidated financial statements.
The following table presents a reconciliation of the beginning of period and end of period cash and cash equivalents and restricted cash reported on the Company's consolidated balance sheets to the totals shown on its consolidated statements of cash flows:
8 unchanged sentences
Cash and cash equivalents and restricted cash $ 190,294 $ 181,139 $ 166,971
−Removed: COVID-19 Pandemic:
−Removed: In March 2020, the COVID-19 outbreak was declared a pandemic by the World Health Organization.
−Removed: As a result, all of the markets that the Company operates in were subject to stay-at-home orders, and the majority of its properties were temporarily closed in part or completely.
−Removed: Following staggered re-openings during 2020, all Centers have been open and operating since October 7, 2020 and government-imposed capacity restrictions resulting from COVID-19 have been eliminated across the Company’s markets.
−Removed: COVID-19 Lease Accounting:
−Removed: In April 2020, the Financial Accounting Standards Board ("FASB") issued a Staff Question-and-Answer (“Q&A”) to clarify whether lease concessions related to the effects of COVID-19 require the application of the lease modification guidance under ASC 842, "Leases" ("the lease modification accounting framework").
−Removed: Under ASC 842, the Company would have to determine, on a lease-by-lease basis, if a lease concession was the result of a new arrangement reached with the tenant or an enforceable right and obligation within the existing lease.
−Removed: The Q&A allows for the bypass of a lease-by-lease analysis, and allows the Company to elect to either apply the lease modification accounting framework or not to all of its lease concessions with similar characteristics and circumstances.
−Removed: The Company has elected to apply the lease modification accounting framework to lease concessions that include the abatement of rent in its consolidated financial statements for the twelve months ended December 31, 2022, 2021 and 2020.
Cash and Cash Equivalents and Restricted Cash:
1 unchanged sentence
Restricted cash includes impounds of property taxes and other capital reserves required under loan and other agreements.
−Removed: THE MACERICH COMPANY
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: (Dollars in thousands, except per share amounts)
−Removed: Summary of Significant Accounting Policies:
Leasing revenue includes minimum rents, percentage rents, tenant recoveries and other leasing income.
9 unchanged sentences
Gains and losses are recognized upon disposal or retirement of the related assets and are reflected in earnings.
+Added: THE MACERICH COMPANY
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
+Added: (Dollars in thousands, except per share amounts)
+Added: Summary of Significant Accounting Policies:
Property is recorded at cost and is depreciated using a straight-line method over the estimated useful lives of the assets as follows:
13 unchanged sentences
For projects with extended lease-up periods, the Company ends the capitalization when significant activities have ceased, which does not exceed the shorter of a one-year period after the completion of the building shell or when the construction is substantially complete.
−Removed: THE MACERICH COMPANY
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: (Dollars in thousands, except per share amounts)
−Removed: Summary of Significant Accounting Policies:
Investment in Unconsolidated Joint Ventures:
2 unchanged sentences
Equity method investments are initially recorded on the balance sheet at cost and are subsequently adjusted to reflect the Company’s proportionate share of net earnings and losses, distributions received, additional contributions and certain other adjustments, as appropriate.
+Added: The Company ceases recognizing its proportionate share of net losses when such losses reduce the investment to zero and the Company has no obligation to guarantee the joint venture’s obligations and is not otherwise committed to provide further financial support to the joint venture.
The Company separately reports investments in joint ventures when accumulated distributions have exceeded the Company’s investment, as distributions in excess of investments in unconsolidated joint ventures.
9 unchanged sentences
Tenant improvements represent the tangible assets associated with the existing leases valued on a fair value basis at the acquisition date prorated over the remaining lease terms.
+Added: THE MACERICH COMPANY
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
+Added: (Dollars in thousands, except per share amounts)
+Added: Summary of Significant Accounting Policies:
The tenant improvements are classified as an asset under property and are depreciated over the remaining lease terms.
10 unchanged sentences
The fair value is determined based on a discounted cash flow model, with the significant unobservable inputs including discount rate, terminal capitalization rate and market rents.
−Removed: THE MACERICH COMPANY
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: (Dollars in thousands, except per share amounts)
−Removed: Summary of Significant Accounting Policies:
Deferred Charges:
7 unchanged sentences
The Company assesses whether an indicator of impairment in the value of its properties exists by considering expected future operating income, trends and prospects, as well as the effects of demand, competition and other economic factors.
−Removed: Such factors include projected rental revenue, operating costs and capital expenditures as well as estimated holding periods and capitalization rates.
−Removed: If an impairment indicator exists, the determination of recoverability is made based upon the estimated undiscounted future net cash flows, excluding interest expense.
−Removed: The amount of impairment loss, if any, is determined by comparing the fair value, as determined by a discounted cash flows analysis, with the carrying value of the related assets.
+Added: Such factors include projected rental revenue, operating costs and capital expenditures as well as capitalization rates and estimated holding periods.
The Company generally holds and operates its properties long-term, which decreases the likelihood of their carrying values not being recoverable.
−Removed: A shortened holding period increases the risk that the carrying value of a long-lived asset is not recoverable.
+Added: Changes in events or changes in circumstances may alter the expected hold period of an asset or asset group, which may result in an impairment loss and such loss could be material to the Company's financial condition or operating performance.
+Added: If the carrying value of the property exceeds the estimated undiscounted cash flows, an impairment loss is recognized equal to the excess of carrying value over its estimated fair value.
Properties classified as held for sale are measured at the lower of the carrying amount or fair value less cost to sell.
−Removed: The Company reviews its investments in unconsolidated joint ventures for a series of operating losses and other factors that may indicate that a decrease in the value of its investments has occurred which is other-than-temporary.
+Added: The estimated fair value of a property is typically determined through a discounted cash flow analysis or based upon a contracted sales price.
+Added: The discounted cash flow method includes significant unobservable inputs including the discount rate, terminal capitalization rate and market rents.
+Added: Cash flow projections and rates are subject to management’s judgment and changes in those assumptions could impact the estimation of fair value.
+Added: THE MACERICH COMPANY
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
+Added: (Dollars in thousands, except per share amounts)
+Added: Summary of Significant Accounting Policies:
+Added: The Company’s investments in unconsolidated joint ventures apply the same accounting model for property level impairment as described above.
+Added: Further, the Company reviews its investments in unconsolidated joint ventures for a series of operating losses and other factors that may indicate that a decrease in the value of its investments has occurred which is other-than-temporary.
The investment in each unconsolidated joint venture is evaluated periodically, and as deemed necessary, for recoverability and valuation declines that are other-than-temporary.
+Added: The Company records any such impairment up to the extent of its investment.
Share and Unit-based Compensation Plans:
9 unchanged sentences
If any derivative instrument used for risk management does not meet the hedging criteria, it is marked-to-market each period with the change in value included in the consolidated statements of operations.
−Removed: THE MACERICH COMPANY
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: (Dollars in thousands, except per share amounts)
−Removed: Summary of Significant Accounting Policies:
Income Taxes:
12 unchanged sentences
Realization of deferred tax assets is dependent on the Company generating sufficient taxable income in future periods.
+Added: THE MACERICH COMPANY
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
+Added: (Dollars in thousands, except per share amounts)
+Added: Summary of Significant Accounting Policies:
Segment Information:
12 unchanged sentences
The fair values of interest rate agreements are determined using the market standard methodology of discounting the future expected cash receipts that would occur if variable interest rates fell below or rose above the strike rate of the interest rate agreements.
−Removed: The variable interest rates used in the calculation of projected receipts on the interest rate agreements are based on
−Removed: THE MACERICH COMPANY
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: (Dollars in thousands, except per share amounts)
−Removed: Summary of Significant Accounting Policies:
−Removed: an expectation of future interest rates derived from observable market interest rate curves and volatilities.
+Added: The variable interest rates used in the calculation of projected receipts on the interest rate agreements are based on an expectation of future interest rates derived from observable market interest rate curves and volatilities.
The Company incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty's nonperformance risk in the fair value measurements.
7 unchanged sentences
At various times during the year, the Company had deposits in excess of the FDIC insurance limit.
−Removed: No Center or tenant generated more than 10% of total revenues during the years ended December 31, 2022, 2021 or 2020, with the exception of one Center in New York which represents approximately 12 % of the Company's consolidated revenues for the year ended December 31, 2022.
+Added: No Center or tenant generated more than 10% of total revenues during the years ended December 31, 2023, 2022 or 2021, with the exception of one Center in New York which represents approximately 11 % and 12 % of the Company's consolidated revenues for the years ended December 31, 2023 and 2022, respectively.
Management Estimates:
−Removed: The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.
−Removed: Actual results could differ from those estimates.
−Removed: Recent Accounting Pronouncements:
−Removed: In March 2020, the FASB issued guidance codified in Accounting Standards Update ("ASU") 2020-04, “Reference Rate Reform (Topic 848):
−Removed: Facilitation of the Effects of Reference Rate Reform on Financial Reporting,” which provides optional expedients for a limited period of time to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting.
−Removed: ASU 2020-04 provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met.
−Removed: The standard is effective for the Company as of March 12, 2020 through December 31, 2022.
−Removed: An entity can elect to apply the amendments as of any date from the beginning of an interim period that includes or is subsequent to March 12, 2020, or prospectively from a date within an interim period that includes or is subsequent to March 12, 2020, up to that date that the financial statements are available to be issued.
−Removed: The Company evaluated the optional expedients and exceptions provided by ASU 2020-04 and determined that the impact will not be significant on its consolidated financial statements.
+Added: The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the
THE MACERICH COMPANY
1 unchanged sentence
(Dollars in thousands, except per share amounts)
+Added: Summary of Significant Accounting Policies:
+Added: date of the financial statements and the reported amounts of revenues and expenses during the reporting period.
+Added: Actual results could differ from those estimates.
+Added: Recent Accounting Pronouncements:
+Added: In November 2023, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) No.
+Added: 2023-07 “Segment Reporting (Topic 280):
+Added: Improvements to Reportable Segment Disclosures.” This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted.
+Added: The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements and disclosures.
Earnings Per Share ("EPS"):
2 unchanged sentences
Net (loss) income $ ( 278,099 ) $ ( 65,079 ) $ 16,163
−Removed: net income (loss) attributable to noncontrolling interests 989 1,900 ( 15,259 )
+Added: net (loss) income attributable to noncontrolling interests ( 4,034 ) 989 1,900
Net (loss) income attributable to the Company ( 274,065 ) ( 66,068 ) 14,263
19 unchanged sentences
Country Club Plaza KC Partners LLC 50.0 %
−Removed: HPP-MAC WSP, LLC—One Westside 25.0 %
Kierland Commons Investment LLC 50.0 %
1 unchanged sentence
Macerich HHF Centers LLC—Various Properties 51.0 %
−Removed: MS Portfolio LLC 50.0 %
New River Associates LLC—Arrowhead Towne Center 60.0 %
15 unchanged sentences
Substantially all of the Company’s joint venture agreements contain rights of first refusal, buy-sell provisions, exit rights, default dilution remedies and/or other break up provisions or remedies which are customary in real estate joint venture agreements and which may, positively or negatively, affect the ultimate realization of cash flow and/or capital or liquidation proceeds.
−Removed: THE MACERICH COMPANY
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: (Dollars in thousands, except per share amounts)
−Removed: Investments in Unconsolidated Joint Ventures:
The Company has made the following investments, dispositions and financings in unconsolidated joint ventures during the years ended December 31, 2023, 2022 and 2021 and events subsequent to December 31, 2023:
−Removed: On November 17, 2020, the Company’s joint venture in Tysons VITA, the residential tower at Tysons Corner Center, placed a new $ 95,000 loan on the property that bears interest at an effective rate of 3.43 % and matures on December 1, 2030.
−Removed: Initial loan funding for the Company’s joint venture was $ 90,000 with future advance potential of up to $ 5,000 .
−Removed: The Company used its share of the initial proceeds of $ 45,000 for general corporate purposes.
−Removed: On December 10, 2020, the Company made a loan (the “Partnership Loan”) to the Company’s previously unconsolidated joint venture in Fashion District Philadelphia to fund the entirety of a $ 100,000 repayment to reduce the mortgage loan on Fashion District Philadelphia from $ 301,000 to $ 201,000 .
−Removed: This mortgage loan matures on January 22, 2024, and bears interest at the Secured Overnight Financing Rate ("SOFR") plus 3.6 % (See Note 10–Mortgage Notes Payable).
−Removed: The partnership agreement for the joint venture was amended in connection with the Partnership Loan, and pursuant to the amended agreement, the Partnership Loan plus 15 % accrued interest must be repaid prior to the resumption of 50 /50 cash distributions to the Company and its joint venture partner.
−Removed: As a result of the substantive participation rights of the Company’s joint venture partner being terminated in the amended agreement, the Company determined that the joint venture is a VIE and the Company is the primary beneficiary.
−Removed: Effective December 10, 2020, the Company has consolidated the results of the joint venture into the consolidated financial statements of the Company (See Note 15–Consolidated Joint Venture and Acquisitions).
−Removed: On December 29, 2020, the Company’s joint venture in FlatIron Crossing closed on a one-year maturity date extension for the existing loan to January 5, 2022.
−Removed: The interest rate increased from 3.85 % to 4.10 %, and the Company’s joint venture repaid $ 15,000 , $ 7,650 at the Company's pro rata share, of the outstanding loan balance at closing.
−Removed: On December 31, 2020, the Company and its joint venture partner in MS Portfolio LLC entered into a distribution agreement.
−Removed: The joint venture owned nine properties, including the former Sears parcels at the South Plains Mall and the Arrowhead Towne Center.
−Removed: The joint venture distributed the former Sears parcel at South Plains Mall to the Company and the former Sears parcel at Arrowhead Towne Center to the joint venture partner.
−Removed: The joint venture partners agreed that the distributed properties were of equal value.
−Removed: The Company now owns 100 % of the former Sears parcel at South Plains Mall.
−Removed: Effective December 31, 2020, the Company consolidates its 100 % interest in the Sears parcel at South Plains Mall in its consolidated financial statements (See Note 15 – Consolidated Joint Venture and Acquisitions).
On March 29, 2021, concurrent with the sale of Paradise Valley Mall (see Note 16 – Dispositions), the Company elected to reinvest into the newly formed joint venture at a 5 % ownership interest for $ 3,819 in cash that is accounted for under the equity method of accounting.
−Removed: On October 26, 2021, the Company's joint venture in The Shops at Atlas Park replaced the existing loan on the property with a new $ 65,000 loan that bears interest at a floating rate of LIBOR plus 4.15 % and matures on November 9, 2026, including extension options.
−Removed: The loan is covered by an interest rate cap agreement that effectively prevents LIBOR from exceeding 3.0 % through November 7, 2023.
+Added: On October 26, 2021, the Company's joint venture in The Shops at Atlas Park replaced the existing loan on the property with a new $ 65,000 loan that bears interest at a floating rate of LIBOR plus 4.15 % (converted to SOFR plus 4.26 % on April 7, 2023) and matures on November 9, 2026, including extension options.
+Added: The loan is covered by an interest rate cap agreement that effectively prevents LIBOR/SOFR from exceeding 3.0 % through November 7, 2023.
+Added: The interest rate cap has since been extended and effectively prevents SOFR from exceeding 5.76 % through November 7, 2024.
On December 31, 2021, the Company assigned its joint venture interest in The Shops at North Bridge in Chicago, Illinois to its partner in the joint venture.
−Removed: The assignment included the assumption by the joint venture partner of the Company’s share of the debt owed by the joint venture and no cash consideration was received by the Company.
−Removed: The Company recognized a loss of approximately $ 28,276 in connection with the assignment.
−Removed: On December 31, 2021, the Company sold its joint venture interest in the undeveloped property at 443 North Wabash Avenue in Chicago, Illinois to its partner in the joint venture for $ 21,000 .
−Removed: The Company recognized an immaterial gain in connection with the sale.
−Removed: On February 2, 2022, the Company’s joint venture in FlatIron Crossing replaced the existing $ 197,011 loan on the property with a new $ 175,000 loan that bears interest at SOFR plus 3.70 % and matures on February 9, 2025, including extension options.
−Removed: The loan is covered by an interest rate cap agreement that effectively prevents SOFR from exceeding 4.0 % through February 15, 2024.
+Added: The assignment included the assumption by the joint venture partner of the Company’s share
THE MACERICH COMPANY
2 unchanged sentences
Investments in Unconsolidated Joint Ventures:
−Removed: On August 2, 2022, the Company acquired the remaining 50 % ownership interest in two former Sears parcels (Deptford Mall and Vintage Faire Mall) in MS Portfolio LLC, the Company's joint venture with Seritage Growth Properties, for a total purchase price of approximately $ 24,544 .
+Added: of the debt owed by the joint venture and no cash consideration was received by the Company.
+Added: The Company recognized a loss of approximately $ 28,276 in connection with the assignment.
+Added: On December 31, 2021, the Company sold its joint venture interest in the undeveloped property at 443 North Wabash Avenue in Chicago, Illinois to its partner in the joint venture for $ 21,000 .
+Added: The Company recognized an immaterial gain in connection with the sale.
+Added: On February 2, 2022, the Company’s joint venture in FlatIron Crossing replaced the existing $ 197,011 loan on the property with a new $ 175,000 loan that bears interest at SOFR plus 3.70 % and matures on February 9, 2025.
+Added: The loan is covered by an interest rate cap agreement that effectively prevents SOFR from exceeding 4.0 % through February 15, 2024 and 5.0 % through February 9, 2025.
+Added: On August 2, 2022, the Company acquired the remaining 50 % ownership interest in two former Sears parcels (Deptford Mall and Vintage Faire Mall) in MS Portfolio LLC, the Company's joint venture with Seritage Growth Properties ("Seritage"), for a total purchase price of approximately $ 24,544 .
As a result of this transaction and the shortening of holding periods on certain other assets in the joint venture, an impairment loss was recorded for the twelve months ending December 31, 2022.
2 unchanged sentences
On November 14, 2022, the Company's joint venture in Washington Square closed on a four-year maturity date extension for the existing loan to November 1, 2026, including extension options.
−Removed: The Company's joint venture repaid $ 15,000 ($ 9,000 at the Company's pro rata share) of the outstanding loan balance.
−Removed: The loan bears interest at SOFR plus 4.0 % and is covered by an interest rate cap agreement that effectively prevents SOFR from exceeding 4.0 %.
+Added: The Company's joint venture repaid $ 15,000 ($ 9,000 at the Company's pro rata share) of the outstanding loan balance at closing.
+Added: The loan bears interest at SOFR plus 4.0 % and is covered by an interest rate cap agreement that effectively prevents SOFR from exceeding 4.0 % through November 1, 2024.
+Added: On November 1, 2023, the Company's joint venture repaid an additional $ 15,000 ($ 9,000 at the Company's pro rata share) of the outstanding loan balance.
+Added: On March 3, 2023, the Company’s joint venture in Scottsdale Fashion Square replaced the existing $ 403,931 mortgage loan on the property with a $ 700,000 loan that bears interest at a fixed rate of 6.21 %, is interest only during the entire loan term and matures on March 6, 2028.
+Added: On April 25, 2023, the Company's joint venture in Deptford Mall closed on a three-year maturity date extension for the existing loan to April 3, 2026, including extension options.
+Added: The Company's joint venture repaid $ 10,000 ($ 5,100 at the Company's pro rata share) of the outstanding loan balance at closing.
+Added: The interest rate on the loan remains unchanged at 3.73 %.
+Added: Effective May 9, 2023, the Company’s joint venture in Country Club Plaza defaulted on the $ 295,210 ($ 147,605 at the Company’s pro rata share) non-recourse loan on the property.
+Added: The Company’s joint venture is in negotiations with the lender on the terms of this non-recourse loan.
+Added: Accordingly, the joint venture shortened the holding period of the property due to the uncertainty as to the outcome of these discussions.
+Added: As a result of shortening the holding period, the joint venture determined the fair value of the property was less than the carrying value and recorded an impairment loss during 2023.
+Added: The Company recognized $ 100,997 as its share of the impairment which was limited to the extent of its investment which has been reduced to zero.
+Added: On May 18, 2023, the Company acquired Seritage’s remaining 50 % ownership interest in the MS Portfolio LLC joint venture that owns five former Sears parcels, for a total purchase price of $ 46,687 .
+Added: These parcels are located at Chandler Fashion Center, Danbury Fair Mall, Freehold Raceway Mall, Los Cerritos Center and Washington Square.
+Added: As a result of this transaction and the shortening of holding periods, an impairment loss was recorded by the joint venture.
+Added: The Company’s share of the impairment loss was $ 51,363 .
+Added: Effective as of May 18, 2023, the Company now owns and has consolidated its 100 % interest in these five former Sears parcels in its consolidated financial statements (See Note 15—Acquisitions).
+Added: On December 4, 2023, the Company's joint venture in Tysons Corner Center replaced the existing $ 666,465 mortgage loan on the property with a new $ 710,000 loan that bears interest at a fixed rate of 6.60 %, is interest only during the entire loan term and matures on December 6, 2028.
+Added: THE MACERICH COMPANY
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
+Added: (Dollars in thousands, except per share amounts)
+Added: Investments in Unconsolidated Joint Ventures:
+Added: On December 27, 2023, the Company’s joint venture in One Westside sold the property, a 680,000 square foot office property in Los Angeles, California for $ 700,000 .
+Added: The existing $ 324,632 loan on the property was repaid, and $ 77,643 of net proceeds were generated at the Company’s 25 % ownership share, which were used to reduce the Company’s revolving loan facility.
+Added: As a result of this transaction, the Company recognized its share of gain on sale of assets of $ 8,118 .
+Added: On January 10, 2024, the Company's joint venture in Boulevard Shops replaced the existing $ 23,000 mortgage loan on the property with a new $ 24,000 loan that bears interest at a variable rate of SOFR plus 2.50 %, is interest only during the entire loan term and matures on December 5, 2028.
+Added: The new loan has a required interest rate cap throughout the term of the loan at a strike rate of 7.5 %.
Combined and condensed balance sheets and statements of operations are presented below for all unconsolidated joint ventures.
18 unchanged sentences
(1) These amounts include the assets of $ 2,613,690 and $ 2,690,651 of Pacific Premier Retail LLC (the "PPR Portfolio") as of December 31, 2023 and 2022, respectively, and liabilities of $ 1,578,328 and $ 1,611,661 of the PPR Portfolio as of December 31, 2023 and 2022, respectively.
−Removed: (2) The Company amortizes the difference between the cost of its investments in unconsolidated joint ventures and the book value of the underlying equity into income on a straight-line basis consistent with the lives of the underlying assets.
+Added: (2) The Company amortizes the difference between the cost of its investments in unconsolidated joint ventures and the book value of the underlying equity into (loss) income on a straight-line basis consistent with the lives of the underlying assets.
The amortization of this difference was $( 14,316 ), $ 9,371 and $ 10,276 for the years ended December 31, 2023, 2022 and 2021, respectively.
15 unchanged sentences
Total operating expenses 223,020 700,648 923,668
−Removed: Loss on sale of assets — ( 28,968 ) ( 28,968 )
−Removed: Net (loss) income $ ( 21,176 ) $ 15,978 $ ( 5,198 )
+Added: Loss on sale or write down of assets, net — ( 192,336 ) ( 192,336 )
+Added: Net loss $ ( 41,935 ) $ ( 181,343 ) $ ( 223,278 )
Company's equity in net loss $ ( 16,517 ) $ ( 140,420 ) $ ( 156,937 )
8 unchanged sentences
Total operating expenses 205,535 643,544 849,079
−Removed: Loss on sale of assets — ( 9,178 ) ( 9,178 )
+Added: Loss on sale or write down of assets, net — ( 28,968 ) ( 28,968 )
Net (loss) income $ ( 21,176 ) $ 15,978 $ ( 5,198 )
−Removed: Company's equity in net (loss) income $ ( 10,866 ) $ 26,555 $ 15,689
+Added: Company's equity in net loss $ ( 3,501 ) $ ( 1,755 ) $ ( 5,256 )
THE MACERICH COMPANY
13 unchanged sentences
Total operating expenses 202,150 652,190 854,340
−Removed: (Loss) gain on sale of assets ( 120 ) 157 37
−Removed: Net loss $ ( 33,592 ) $ ( 30,164 ) $ ( 63,756 )
−Removed: Company's equity in net loss $ ( 10,371 ) $ ( 16,667 ) $ ( 27,038 )
+Added: Loss on sale or write down of assets, net — ( 9,178 ) ( 9,178 )
+Added: Net (loss) income $ ( 33,246 ) $ 26,854 $ ( 6,392 )
+Added: Company's equity in net (loss) income $ ( 10,866 ) $ 26,555 $ 15,689
Significant accounting policies used by the unconsolidated joint ventures are similar to those used by the Company.
1 unchanged sentence
The Company uses interest rate cap agreements to manage the interest rate risk on certain floating rate debt.
−Removed: The Company recorded other comprehensive income related to the marking-to-market of derivative instruments of $ 656 , $ 8,184 and $ 843 during the years ended December 31, 2022, 2021 and 2020, respectively.
−Removed: $ 632 of the $ 656 in other comprehensive income at December 31, 2022 is the Company's pro rata share of hedged derivative instruments from certain unconsolidated joint ventures.
−Removed: The fair value of the Company's hedged derivatives was $ 0 and $ 6 at December 31, 2022 and 2021, respectively.
+Added: The Company recorded other comprehensive (loss) income related to the marking-to-market of derivative instruments of $( 1,584 ), $ 656 and $ 8,184 during the years ended December 31, 2023, 2022 and 2021, respectively.
+Added: The $ 1,584 in other comprehensive loss at December 31, 2023 and $ 632 of the $ 656 in other comprehensive income at December 31, 2022 is the Company's pro rata share of hedged derivative instruments from certain unconsolidated joint ventures.
The following derivatives were outstanding at December 31, 2023 and December 31, 2022:
−Removed: Property Designation Notional Amount Product LIBOR Rate Maturity December 31,
+Added: Property Designation Notional Amount Product SOFR/LIBOR Rate Maturity December 31,
2023 December 31,
−Removed: Santa Monica Place Hedged $ 300,000 Cap 4.00 % 12/9/2022 $ — $ 6
Santa Monica Place Non-Hedged $ 300,000 Cap 4.00 % 12/9/2024 $ 2,665 $ 2,576
6 unchanged sentences
Although the Company has determined that the majority of the inputs used to value its derivatives falls within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its derivatives utilize Level 3 inputs, such as estimates of current credit spreads, to evaluate the likelihood of default by the Company and its counterparties.
−Removed: The Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and
+Added: The Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation of its interest rate caps.
THE MACERICH COMPANY
2 unchanged sentences
Derivative Instruments and Hedging Activities:
−Removed: has determined that the credit valuation adjustments are not significant to the overall valuation of its interest rate caps.
−Removed: As a result, the Company determined that its interest rate cap valuations in its entirety is classified in Level 2 of the fair value hierarchy.
+Added: result, the Company determined that its interest rate cap valuations in its entirety is classified in Level 2 of the fair value hierarchy.
Property, net:
10 unchanged sentences
Depreciation expense for the years ended December 31, 2023, 2022 and 2021 was $ 265,140 , $ 271,494 and $ 282,158 , respectively.
−Removed: The gain (loss) on sale or write down of assets, net for the years ended December 31, 2022, 2021 and 2020 consist of the following:
+Added: The (loss) gain on sale or write down of assets, net for the years ended December 31, 2023, 2022 and 2021 consist of the following:
2023 2022 2021
4 unchanged sentences
_______________________________________________________________________________
−Removed: (1) Includes gains related to the sale of La Encantada and Paradise Valley Mall (See Note 16-Dispositions).
+Added: (1) For the year ended December 31, 2023, includes gains related to the sale of The Marketplace at Flagstaff and Superstition Springs Power Center and includes gains related to the sale of La Encantada and Paradise Valley Mall during the year ended December 31, 2021 (See Note 16-Dispositions).
+Added: (2) Includes impairment losses of $ 144,656 on Fashion Outlets of Niagara Falls and $ 7,880 on Towne Mall during the year ended December 31, 2023.
Includes impairment loss of $ 5,471 relating to the Company's investment in MS Portfolio LLC (See Note 4—Investments in Unconsolidated Joint Ventures) and impairment loss of $ 5,140 on Towne Mall during the year ended December 31, 2022.
−Removed: Includes a loss of $ 28,276 in 2021 in connection with the assignment of the Company's partnership interest in The Shops at North Bridge (See Note 4—Investments in Unconsolidated Joint Ventures) and impairment loss of $ 27,281 on Estrella Falls during the year ended December 31, 2021 and impairment losses of $ 30,063 on Wilton Mall and $ 6,640 on Paradise Valley Mall during the year ended December 31, 2020.
+Added: Includes a loss of $ 28,276 in 2021 in connection with the assignment of the Company's partnership interest in The Shops at North Bridge (See Note 4—Investments in Unconsolidated Joint Ventures) and impairment loss of $ 27,281 on Estrella Falls during the year ended December 31, 2021.
The impairment losses were due to the reduction of the estimated holding periods of the properties.
10 unchanged sentences
2021 $ 4,720 $ — $ 4,720 $ —
−Removed: The fair value relating to the 2020 and 2021 impairments were based on sales contracts and are classified within Level 2 of the fair value hierarchy.
−Removed: The fair value (Level 3 measurement) related to the 2022 impairment was based upon an income approach, using an estimated terminal capitalization rate, discount rate, and in-place contractual rent and other income.
+Added: The fair value relating to the 2021 impairments were based on sales contracts and are classified within Level 2 of the fair value hierarchy.
+Added: The fair value (Level 3 measurement) related to the 2022 and 2023 impairments were based upon an income approach, using an estimated terminal capitalization rate of 9.5 % and 13 %, respectively, a discount rate of 10.5 % and 14.5 %, respectively, and market rents per square foot of $ 12 to $ 250 .
The fair value is sensitive to these significant unobservable inputs.
14 unchanged sentences
Leasing revenue - variable payments 235,455 248,433 251,930
−Removed: Recovery of (provision for) doubtful accounts 656 6,390 ( 44,250 )
+Added: Recovery of doubtful accounts 2,699 656 6,390
$ 809,023 $ 800,548 $ 787,547
24 unchanged sentences
2027 11,914 —
−Removed: 2027 12,035 —
Thereafter 74,831 —
86 unchanged sentences
(5) A 49.9 % interest in the loan has been assumed by a third party in connection with the Company's joint venture in Chandler Freehold (See Note 12—Financing Arrangement).
−Removed: (6) On September 15, 2020, the Company closed on a loan extension agreement for Danbury Fair Mall.
−Removed: Under the extension agreement, the original loan maturity date of October 1, 2020 was extended to April 1, 2021 and subsequently to October 1, 2021.
−Removed: The loan amount and interest rate remained unchanged following these extensions.
−Removed: On September 15, 2021, the Company further extended the loan maturity to July 1, 2022.
−Removed: The interest rate remained unchanged, and the Company repaid $ 10,000 of the outstanding loan balance at closing.
−Removed: On July 1, 2022, the Company further extended the loan maturity to July 1, 2023.
+Added: On November 16, 2023, the Company acquired the partner's 49.9 % interest in Freehold Raceway Mall for $ 5.6 million and the assumption of the partner's share of debt.
+Added: The Company now owns 100 % of Freehold Raceway Mall (See Note 15—Acquisitions).
+Added: (6) On July 1, 2022, the Company extended the loan maturity to July 1, 2023.
The interest rate remained unchanged at 5.5 %, and the Company repaid $ 10,000 of the outstanding loan balance at closing.
+Added: On June 27, 2023, the Company further extended the loan maturity to July 1, 2024.
+Added: The Company repaid $ 10,000 of the outstanding loan balance at closing and the amended interest rate was 7.5 % as of July 1, 2023 and incrementally increased to 8.0 % as of October 1, 2023, 8.5 % as of January 1, 2024 and 9.0 % as of April 1, 2024.
+Added: On January 25, 2024, the Company replaced the existing loan with a $ 155,000 loan that bears interest at a fixed rate of 6.39 %, is interest only during the majority of the loan term and matures on February 6, 2034.
(7) On August 26, 2022 and November 28, 2022, the Company repaid $ 83,058 and $ 7,117 , respectively, of the outstanding loan balance to satisfy certain loan conditions.
On January 20, 2023, the Company repaid $ 26,107 of the outstanding loan balance and exercised its one-year extension option of the loan to January 22, 2024.
−Removed: The interest rate is SOFR plus 3.60 %.
−Removed: (8) On March 25, 2021, the Company closed on a two-year extension of the loan to March 29, 2023.
−Removed: The interest rate is LIBOR plus 2.75 % and the Company repaid $ 4,680 of the outstanding loan balance at closing.
−Removed: On January 3, 2023, the Company closed on a five-year $ 370,000 combined refinance of Green Acres Mall and Green Acres Commons.
−Removed: The new interest only loan bears a fixed interest rate of 5.90 % and matures on January 6, 2028.
+Added: The interest rate was SOFR plus 3.60 %.
+Added: On January 22, 2024, the Company repaid the majority of the loan balance.
+Added: The remaining $ 8,171 matures on April 21, 2024.
+Added: (8) Effective October 6, 2023, the loan is in default.
+Added: The Company is in negotiations with the lender on the terms of this non-recourse loan.
THE MACERICH COMPANY
2 unchanged sentences
Mortgage Notes Payable:
+Added: (9) On March 25, 2021, the Company closed on a two-year extension of the loan to March 29, 2023.
+Added: The interest rate was LIBOR plus 2.75 % and the Company repaid $ 4,680 of the outstanding loan balance at closing.
+Added: On January 3, 2023, the Company closed on a five-year $ 370,000 combined refinance of Green Acres Mall and Green Acres Commons.
+Added: The new interest only loan bears interest at a fixed rate of 5.90 % and matures on January 6, 2028.
(10) On January 22, 2021, the Company closed on a one-year extension of the loan to February 3, 2022, which also included a one-year extension option to February 3, 2023, which has been exercised.
1 unchanged sentence
On January 3, 2023, the Company closed on a five-year $ 370,000 combined refinance of Green Acres Mall and Green Acres Commons.
−Removed: The new interest only loan bears a fixed interest rate of 5.90 % and matures on January 6, 2028.
+Added: The new interest only loan bears interest at a fixed rate of 5.90 % and matures on January 6, 2028.
(11) On May 6, 2022, the Company closed on a two-year extension of the loan to June 5, 2024 at a new fixed interest rate of 5.25 %.
The Company repaid $ 5,000 of the outstanding loan balance at closing.
−Removed: (11) On April 29, 2022, the Company closed on a new $ 72,000 loan with a fixed rate of 5.29 % that matures on May 6, 2032.
+Added: On June 5, 2023, the Company repaid $ 10,000 of the outstanding loan balance.
(12) On December 9, 2022, the Company closed on a three-year extension of the loan to December 9, 2025, including extension options.
−Removed: The interest rate remained unchanged at LIBOR plus 1.48 %, to be converted to SOFR plus 1.59 %.
−Removed: The loan is covered by an interest rate cap agreement that effectively prevents LIBOR from exceeding 4.0 % during the period ending December 9, 2023.
−Removed: (13) The Company did not repay the loan on its maturity date, and has begun the process of transferring control of this asset to a loan receiver.
+Added: The interest rate remained unchanged at LIBOR plus 1.48 %, and has converted to 1-month Term SOFR plus 1.52 % effective July 9, 2023.
+Added: The loan is covered by an interest rate cap agreement that effectively prevented LIBOR from exceeding 4.0 % during the period ending December 9, 2023.
+Added: The interest rate cap agreement was converted to 1-month Term SOFR effective July 9, 2023.
+Added: The interest rate cap agreement has since been extended with a 4 % strike rate to December 9, 2024.
+Added: (13) The Company did not repay the loan on its maturity date and completed transition of the property to a receiver.
+Added: The property was sold by the receiver on December 4, 2023 (See Note 16—Dispositions).
Most of the mortgage loan agreements contain a prepayment penalty provision for the early extinguishment of the debt.
As of December 31, 2023, all of the Company's mortgage notes payable are secured by the properties on which they are placed and are non-recourse to the Company.
−Removed: The Company expects all loan maturities during the next twelve months will be refinanced, restructured, extended and/or paid off from the Company's line of credit or with cash on hand, with the exception of Towne Mall as noted above.
+Added: The Company expects all loan maturities during the next twelve months will be refinanced, restructured, extended and/or paid off from the Company's line of credit or with cash on hand.
Total interest expense capitalized during the years ended December 31, 2023, 2022 and 2021 was $ 20,531 , $ 10,471 and $ 9,504 , respectively.
12 unchanged sentences
Bank and other notes payable at December 31, 2023 and 2022 consist of the following:
−Removed: Line of Credit:
−Removed: On April 14, 2021, the Company terminated its existing credit facility and entered into a new credit agreement, which provides for an aggregate $ 700,000 credit facility, including a $ 525,000 revolving loan facility that matures on April 14, 2023, with a one-year extension option, and a $ 175,000 term loan facility that matures on April 14, 2024.
+Added: Credit Facility:
+Added: Previously, the Company had a $ 525,000 revolving loan facility, which was scheduled to mature on April 14, 2024.
+Added: On September 11, 2023, the Company and the Operating Partnership entered into an amended and restated credit agreement, which amends and restates their prior credit agreement, and provides for an aggregate $ 650,000 revolving loan facility that matures on February 1, 2027, with a one-year extension option.
The revolving loan facility can be expanded up to $ 950,000 , subject to receipt of lender commitments and other conditions.
−Removed: Concurrently with entering into the new credit agreement, the Company drew the $ 175,000 term loan facility in its entirety and drew $ 320,000 of the amount available under the revolving loan facility.
−Removed: Simultaneously with entering into the new credit agreement, the Company repaid $ 985,000 of debt, which included terminating and repaying all amounts outstanding under its prior revolving line of credit facility.
+Added: Concurrently with the entry into the amended and restated credit agreement, the Company drew $ 152,000 of the amount available under the revolving loan facility and used the proceeds to repay in full amounts outstanding under its prior credit facility.
All obligations under the credit facility are guaranteed unconditionally by the Company and are secured in the form of mortgages on certain wholly-owned assets and pledges of equity interests held by certain of the Company’s subsidiaries.
−Removed: The credit facility bears interest at LIBOR plus a spread of 2.25 % to 3.25 % depending on the Company’s overall leverage level.
−Removed: As of December 31, 2022 and 2021, the borrowing rate was LIBOR plus 2.25 %.
+Added: The new credit facility bears interest, at the Operating Partnership’s option, at either the base rate (as defined in the credit agreement) or adjusted term SOFR (as defined in the credit agreement) plus, in both cases, an applicable margin.
+Added: The applicable margin depends on the Company’s overall leverage ratio and ranges from 1.00 % to 2.50 % over the selected index rate.
+Added: Adjusted term SOFR is Term SOFR (as defined in the credit agreement) plus 0.10 % per annum.
+Added: As of December 31, 2023 and 2022, the borrowing rate was SOFR plus a spread of 2.35 % and LIBOR plus a spread of 2.25 %, respectively.
As of December 31, 2023 and 2022, borrowings under the revolving loan facility were $ 105,000 and $ 171,000 , respectively, less unamortized deferred finance costs of $ 15,452 and $ 7,883 , respectively, at a total interest rate of 8.57 % and 8.08 %, respectively.
As of December 31, 2023, the Company's availability under the revolving loan facility for additional borrowings was $ 544,787 .
−Removed: On September 20, 2021, the Company paid off the remaining balance outstanding on the term loan facility with proceeds from the sale of Tucson La Encantada (See Note 16—Dispositions).
The estimated fair value (Level 2 measurement) of borrowings under the credit facility at December 31, 2023 was $ 110,985 for the revolving loan facility based on a present value model using a credit interest rate spread offered to the Company for comparable debt.
5 unchanged sentences
The Company accounts for its investment in Chandler Freehold as a financing arrangement.
+Added: On November 16, 2023, the Company acquired the 49.9 % ownership interest in Freehold Raceway Mall (See Note 15—Acquisitions).
+Added: As a result, Freehold Raceway Mall is no longer part of the financing arrangement and is 100 % owned by the Company.
+Added: References to Chandler Freehold after November 16, 2023 shall be deemed to only refer to Chandler Fashion Center.
+Added: In connection with the acquisition of the 49.9 % ownership interest, the Company recorded the $ 5,587 purchase amount as a reduction to the financing arrangement obligation.
The Company recognizes interest expense on (i) the changes in fair value of the financing arrangement obligation, (ii) any payments to the joint venture partner equal to their pro rata share of net income (loss) and (iii) any payments to the joint venture partner less than or in excess of their pro rata share of net income.
−Removed: During the years ended December 31, 2022, 2021 and 2020 the Company incurred interest expense (income) in connection with the financing arrangement as follows:
+Added: During the years ended December 31, 2023, 2022 and 2021 the Company recognized related party interest (income) expense in connection with the financing arrangement as follows:
2023 2022 2021
3 unchanged sentences
$ ( 24,206 ) $ 34,735 $ ( 3,718 )
−Removed: The fair value (Level 3 measurement) of the financing arrangement obligation at December 31, 2022 and 2021 was based upon a terminal capitalization rate of approximately 6.3 % and 5.8 %, respectively, a discount rate of approximately 7.8 % and 7.3 %, respectively, and market rents per square foot ranging from $ 35 to $ 105 .
−Removed: The fair value of the financing arrangement obligation is sensitive to these significant unobservable inputs and a change in these inputs may result in a significantly higher or lower fair value measurement.
−Removed: Distributions to the partner, excluding distributions of excess loan proceeds, and changes in fair value of the financing arrangement obligation are recognized as interest expense (income) in the Company's consolidated statements of operations.
THE MACERICH COMPANY
1 unchanged sentence
(Dollars in thousands, except per share amounts)
+Added: Financing Arrangement:
+Added: The fair value (Level 3 measurement) of the financing arrangement obligation at December 31, 2023 and 2022 was based upon a terminal capitalization rate of approximately 6.5 % and 6.3 %, respectively, a discount rate of approximately 8.0 % and 7.8 %, respectively, and market rents per square foot ranging from $ 35 to $ 240 .
+Added: The fair value of the financing arrangement obligation is sensitive to these significant unobservable inputs and a change in these inputs may result in a significantly higher or lower fair value measurement.
+Added: Distributions to the partner, excluding distributions of excess loan proceeds, and changes in fair value of the financing arrangement obligation are recognized as interest expense (income) in the Company's consolidated statements of operations.
Noncontrolling Interests:
12 unchanged sentences
Stockholders' Equity:
−Removed: Stock Dividend:
−Removed: On June 3, 2020, the Company issued 7,759,280 common shares to its common stockholders in connection with the quarterly dividend of $ 0.50 per share of common stock declared on March 16, 2020.
−Removed: The dividend consisted of a combination of cash and shares of the Company's common stock.
−Removed: The cash component of the dividend (not including cash paid in lieu of fractional shares) was 20 % in the aggregate, or $ 0.10 per share, with the balance paid in shares of the Company's common stock.
−Removed: In accordance with the provisions of Internal Revenue Service Revenue Procedure 2017-45, stockholders were asked to make an election to receive the dividend all in cash or all in shares.
−Removed: To the extent that more than 20 % of cash was elected in the aggregate, the cash portion was prorated.
−Removed: Stockholders who elected to receive the dividend in cash received a cash payment of at least $ 0.10 per share.
−Removed: Stockholders who did not make an election received 20 % in cash and 80 % in shares of common stock.
−Removed: The number of shares issued as a result of the dividend was calculated based on the volume weighted average trading price of the Company's common stock on the New York Stock Exchange on May 20, May 21 and May 22, 2020 of $ 7.2956 .
−Removed: The Company accounted for the stock portion of its distribution as a stock issuance as opposed to a stock dividend.
−Removed: Accordingly, the impact of the shares issued is reflected in the Company's earnings per share calculation on a prospective basis.
−Removed: The issuance of the stock dividend resulted in a reduction of $ 0.05 on both basic and diluted earnings per share for the year ended December 31, 2020.
Stock Offerings:
In connection with the commencement of separate “at the market” offering programs, on each of February 1, 2021 and March 26, 2021, which are referred to as the “February 2021 ATM Program” and the “March 2021 ATM Program,” respectively, and collectively as the “ATM Programs,” the Company entered into separate equity distribution agreements with certain sales agents pursuant to which the Company may issue and sell shares of its common stock having an aggregate offering price of up to $ 500,000 under each of the February 2021 ATM Program and the March 2021 ATM Program, or a total of $ 1,000,000 under the ATM Programs.
−Removed: During the twelve months ended December 31, 2021, the Company issued 62,049,131 shares of common stock under the ATM Programs for aggregate gross proceeds of $ 848,301 and net proceeds of $ 830,241 after commissions and other
−Removed: THE MACERICH COMPANY
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: (Dollars in thousands, except per share amounts)
−Removed: Stockholders' Equity:
−Removed: transaction costs.
+Added: During the twelve months ended December 31, 2021, the Company issued 62,049,131 shares of common stock under the ATM Programs for aggregate gross proceeds of $ 848,301 and net proceeds of $ 830,241 after commissions and other transaction costs.
The proceeds from the sales under the ATM Programs were used to pay down the Company’s line of credit (See Note 11 – Bank and Other Notes Payable).
3 unchanged sentences
The Company has no obligation to sell the remaining shares available for sale under the ATM Programs.
+Added: THE MACERICH COMPANY
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
+Added: (Dollars in thousands, except per share amounts)
+Added: Stockholders' Equity:
Stock Buyback Program:
3 unchanged sentences
There were no repurchases under the Stock Buyback Program during the years ended December 31, 2023, 2022 and 2021.
−Removed: Consolidated Joint Venture and Acquisitions:
−Removed: Fashion District Philadelphia:
−Removed: Effective December 10, 2020, the Company made the Partnership Loan to the Company’s previously unconsolidated joint venture in Fashion District Philadelphia, pursuant to the joint venture’s amended and restated partnership agreement, to fund a $ 100,000 repayment to reduce the mortgage notes payable on Fashion District Philadelphia from $ 301,000 to $ 201,000 .
−Removed: The Partnership Loan plus 15 % accrued interest must be repaid prior to the resumption of 50 /50 cash distributions to the Company and its joint venture partner.
−Removed: Prior to the restructuring, the Company had accounted for its investment in Fashion District Philadelphia under the equity method of accounting due to substantive participation rights held by the Company’s joint venture partner.
−Removed: Pursuant to the amended and restated partnership agreement, the substantive participation rights of the Company’s joint venture partner were terminated and as a result, the joint venture is treated as a VIE.
−Removed: The Company became the primary beneficiary of the VIE and commenced consolidating Fashion District Philadelphia in its consolidated financial statements effective December 10, 2020.
−Removed: Prior to December 10, 2020, the Company’s share of the joint venture’s net (loss) income was included in its consolidated statements of operations in equity in (loss) income of unconsolidated joint ventures.
−Removed: The consolidation of the joint venture required the Company to recognize the joint venture’s identifiable assets and liabilities at fair value in the Company’s consolidated financial statements, along with the fair value of the non-controlling interest.
−Removed: The fair value of the joint venture’s assets and liabilities upon initial consolidation were measured using estimates of expected future cash flows and other valuation techniques.
−Removed: The fair value of the joint venture property was determined by using income and market or sales comparison valuation approaches which included, but are not limited to estimates of rental rates, comparable sales, revenue and expense growth rates, capitalization rates and discount rates.
−Removed: The allocation of fair value to assets was estimated by the market or sales comparison, cost and income approaches.
−Removed: Assumed debt was recorded at fair value based upon the present value of the expected future payments and current interest rates.
−Removed: Other acquired assets, including cash, and assumed liabilities were recorded at cost due to the short-term nature of the balances.
−Removed: THE MACERICH COMPANY
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: (Dollars in thousands, except per share amounts)
−Removed: Consolidated Joint Venture and Acquisitions:
−Removed: The following is a summary of the allocation of the fair value of Fashion District Philadelphia upon its consolidation on December 10, 2020:
−Removed: Property $ 331,514
−Removed: Deferred charges 25,272
−Removed: Cash and cash equivalents 4,492
−Removed: Restricted cash 1,319
−Removed: Tenant receivables 8,476
−Removed: Other assets 30,582
−Removed: Total assets acquired 401,655
−Removed: Mortgage note payable 201,000
−Removed: Partnership loan(1) 100,000
−Removed: Accounts payable 6,673
−Removed: Due to affiliates 3
−Removed: Other accrued liabilities 55,717
−Removed: Total liabilities assumed 363,393
−Removed: Fair value of acquired net assets (at 100 % ownership)
−Removed: (1) The Partnership Loan is eliminated in the Company's consolidated financial statements.
−Removed: The Company recognized a remeasurement loss to adjust the carrying value of its existing investment in the joint venture to its estimated fair value in the Company’s consolidated financial statements.
−Removed: The remeasurement loss was determined by taking the difference between the fair value of assets less its liabilities and the sum of the carrying value of the Company’s existing investment in the joint venture and the fair value of the noncontrolling interest.
−Removed: The Company recognized the following remeasurement loss on the Fashion District Philadelphia restructuring:
−Removed: Fair value of acquired net assets (at 100 % ownership)
−Removed: Fair value of the noncontrolling interest ( 19,131 )
−Removed: Carrying value of existing investment in the joint venture ( 182,429 )
−Removed: Loss on remeasurement of asset $ ( 163,298 )
−Removed: Sears South Plains:
−Removed: On December 31, 2020, the Company and its joint venture partner in MS Portfolio LLC entered into a distribution agreement.
−Removed: The joint venture owned nine properties, including the former Sears parcels at the South Plains Mall and the Arrowhead Towne Center.
−Removed: The joint venture distributed the former Sears parcel at South Plains Mall to the Company and the former Sears parcel at Arrowhead Towne Center to the joint venture partner.
−Removed: The joint venture partners agreed that the distributed properties were of equal value.
−Removed: The Company now owns 100 % of the former Sears parcel at South Plains Mall.
−Removed: Effective December 31, 2020, the Company consolidates its 100 % interest in the Sears parcel at South Plains Mall in its consolidated financial statements.
−Removed: THE MACERICH COMPANY
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: (Dollars in thousands, except per share amounts)
−Removed: Consolidated Joint Venture and Acquisitions:
−Removed: The following is a summary of the allocation of the fair value of Sears South Plains upon its consolidation on December 31, 2020:
−Removed: Building and improvements 11,130
−Removed: Fair value of acquired net assets (at 100 % ownership)
+Added: Acquisitions:
Sears Deptford Mall and Vintage Faire Mall:
7 unchanged sentences
Fair value of acquired net assets (at 100 % ownership)
+Added: MS Portfolio LLC:
+Added: On May 18, 2023, the Company acquired Seritage’s remaining 50 % ownership interest in the MS Portfolio LLC joint venture that owns five former Sears parcels, for a total purchase price of $ 46,687 .
+Added: These parcels are located at Chandler Fashion Center, Danbury Fair Mall, Freehold Raceway Mall, Los Cerritos Center and Washington Square.
+Added: Effective as of May 18, 2023, the Company now owns and has consolidated its 100 % interest in these five former Sears parcels in its consolidated financial statements.
+Added: The following is a summary of the allocation of the fair value of the former Sears parcels at Chandler Fashion Center, Danbury Fair Mall, Freehold Raceway Mall, Los Cerritos Center and Washington Square:
+Added: Land $ 10,869
+Added: Building and improvements 39,359
+Added: Construction in progress 38,000
+Added: Deferred charges 6,821
+Added: Other accrued liabilities (below-market lease) ( 1,649 )
+Added: Fair value of acquired net assets (at 100 % ownership)
+Added: THE MACERICH COMPANY
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
+Added: (Dollars in thousands, except per share amounts)
+Added: Acquisitions:
+Added: Freehold Raceway Mall:
+Added: On November 16, 2023, the Company acquired its joint venture partner’s 49.9 % ownership interest in Freehold Raceway Mall for $ 5,587 and the assumption of its joint venture partner’s share of debt.
+Added: The Company now owns 100 % interest of this property.
+Added: Prior to November 16, 2023, the Company accounted for its investment in Freehold Raceway Mall as part of a financing arrangement (See Note 12 – Financing Arrangement).
+Added: Fashion District Philadelphia:
+Added: On December 9, 2023, the Company acquired its joint venture partner’s 50 % interest in Fashion District Philadelphia for no consideration, and the Company now owns 100 % of this property.
+Added: Prior to December 9, 2023, due to the Company’s joint venture partner having no substantive participation rights, the Company accounted for this joint venture as a VIE in its consolidated financial statements (See Note 2 – Summary of Significant Accounting Policies).
Dispositions:
4 unchanged sentences
The Company used the net cash proceeds of $ 100,142 to pay down debt.
+Added: On May 2, 2023, the Company sold The Marketplace at Flagstaff, a 268,000 square foot power center in Flagstaff, Arizona, for $ 23,500 , which resulted in a gain on sale of assets of $ 10,349 .
+Added: The Company used the net proceeds to pay down debt.
+Added: On July 17, 2023, the Company sold Superstition Springs Power Center, a 204,000 square foot power center in Mesa, Arizona, for $ 5,634 , which resulted in a gain on sale of assets of $ 1,903 .
+Added: The Company used the net proceeds to pay down debt.
+Added: On December 4, 2023, Towne Mall was sold by the receiver for $ 9,500 , resulting in a gain on extinguishment of debt of $ 8,208 .
For the twelve months ended December 31, 2023, 2022 and 2021, the Company sold various land parcels in separate transactions, resulting in gains on sale of land of $ 5,592 , $ 22,357 and $ 29,427 , respectively.
17 unchanged sentences
$ 27,345 $ 26,236 $ 23,830
−Removed: Interest expense (income) from related party transactions also includes $ 34,735 , $( 3,718 ) and $( 135,281 ) for the years ended December 31, 2022, 2021 and 2020, respectively, in connection with the Financing Arrangement (See Note 12—Financing Arrangement).
−Removed: Due from (to) affiliates includes $ 3,299 and $( 327 ) of unreimbursed (prepaid) costs and fees due from (to) unconsolidated joint ventures under management agreements at December 31, 2022 and 2021, respectively.
+Added: Interest (income) expense from related party transactions also includes $( 24,206 ), $ 34,735 and $( 3,718 ) for the years ended December 31, 2023, 2022 and 2021, respectively, in connection with the Financing Arrangement (See Note 12—Financing Arrangement).
+Added: Due from affiliates includes $ 4,755 and $ 3,299 of unreimbursed costs and fees from unconsolidated joint ventures under management agreements at December 31, 2023 and 2022, respectively.
Share and Unit-based Plans:
41 unchanged sentences
1/1/2021 576,378 Service-based $ 10.67 12/31/2023
−Removed: 1/1/2020 321,940 Market-indexed $ 27.80 12/31/2022
−Removed: 3/1/2020 39,176 Service-based $ 20.42 2/28/2023
−Removed: 3/1/2020 37,592 Market-indexed $ 21.28 2/28/2023
+Added: 1/1/2021 1,005,073 Performance-based $ 9.85 12/31/2023
1/1/2022 376,153 Service-based $ 17.28 12/31/2024
11 unchanged sentences
1/1/2023 4.21 % 74.23 %
−Removed: 1/1/2022 0.97 % 70.83 %
The following table summarizes the activity of the non-vested LTI Units during the years ended December 31, 2023, 2022 and 2021:
9 unchanged sentences
Stock Options:
−Removed: The following table summarizes the activity of stock options for the years ended December 31, 2022, 2021 and 2020:
+Added: The following table summarizes the activity of vested stock options for the years ended December 31, 2023, 2022 and 2021:
2023 2022 2021
6 unchanged sentences
Balance at end of year 26,371 $ 54.56 26,371 $ 54.56 37,515 $ 54.34
−Removed: (1) Pursuant to the terms of the Company's equity plan, the exercise price and number of options were adjusted so that the stock dividend paid on June 3, 2020 had no negative impact on the outstanding stock options (See Note 14–Stockholders' Equity).
THE MACERICH COMPANY
61 unchanged sentences
_______________________________________________________________________________
−Removed: (1) 54.5 % of the 2022 ordinary income is treated as "qualified REIT dividends" for purposes of Section 199A of the Code and 45.5 % of the 2022 ordinary income is treated as "qualified dividend income" for purposes of Section 1(h)(11) of the Code.
−Removed: (2) The 2021 and 2020 ordinary income is treated as "qualified REIT dividends" for purposes of Section 199A of the Code.
−Removed: The Company has made Taxable REIT Subsidiary elections for all of its corporate subsidiaries other than its Qualified REIT Subsidiaries.
−Removed: The elections, effective for the year beginning January 1, 2001 and future years, were made pursuant to Section 856(l) of the Code.
THE MACERICH COMPANY
2 unchanged sentences
Income Taxes:
+Added: (1) The 2023 ordinary income is treated as "qualified REIT dividends" for purposes of Section 199A of the Code and the 2023 capital gains are treated as "unrecaptured Section 1250 gains."
+Added: (2) 54.5 % of the 2022 ordinary income is treated as "qualified REIT dividends" for purposes of Section 199A of the Code and 45.5 % of the 2022 ordinary income is treated as "qualified dividend income" for purposes of Section 1(h)(11) of the Code.
+Added: (3) The 2021 ordinary income is treated as "qualified REIT dividends" for purposes of Section 199A of the Code.
+Added: The Company has made Taxable REIT Subsidiary elections for all of its corporate subsidiaries other than its Qualified REIT Subsidiaries.
+Added: The elections, effective for the year beginning January 1, 2001 and future years, were made pursuant to Section 856(l) of the Code.
The income tax provision of the TRSs for the years ended December 31, 2023, 2022 and 2021 are as follows:
2023 2022 2021
−Removed: $ — $ — $ 439
Deferred 494 ( 705 ) ( 6,948 )
−Removed: Income tax (expense) benefit $ ( 705 ) $ ( 6,948 ) $ 447
+Added: Income tax benefit (expense) $ 494 $ ( 705 ) $ ( 6,948 )
The income tax provision of the TRSs for the years ended December 31, 2023, 2022 and 2021 are reconciled to the amount computed by applying the Federal Corporate tax rate as follows:
5 unchanged sentences
Other ( 1,337 ) ( 1,160 ) ( 814 )
−Removed: Income tax (expense) benefit $ ( 705 ) $ ( 6,948 ) $ 447
+Added: Income tax benefit (expense) $ 494 $ ( 705 ) $ ( 6,948 )
The tax effects of temporary differences and carryforwards of the TRSs included in the net deferred tax assets at December 31, 2023 and 2022 are summarized as follows:
1 unchanged sentence
Property, primarily differences in depreciation and amortization, the tax basis of land assets and treatment of certain other costs
−Removed: 9,019 ( 1,013 )
Other 888 733
7 unchanged sentences
As of December 31, 2023, the Company had no valuation allowance recorded.
+Added: THE MACERICH COMPANY
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
+Added: (Dollars in thousands, except per share amounts)
+Added: Income Taxes:
The tax years 2020 through 2022 remain open to examination by the taxing jurisdictions to which the Company is subject.
1 unchanged sentence
Subsequent Events:
−Removed: On January 27, 2023, the Company announced a dividend/distribution of $ 0.17 per share for common stockholders and OP Unit holders of record on February 17, 2023.
+Added: On February 2, 2024, the Company announced a dividend/distribution of $ 0.17 per share for common stockholders and OP Unit holders of record on February 16, 2024.
All dividends/distributions will be paid 100% in cash on March 4, 2024.
20 unchanged sentences
Fashion Outlets of Niagara Falls USA 18,581 210,139 — ( 39,201 ) 6,961 180,563 1,968 27 189,519 126,039 63,480
−Removed: The Marketplace at Flagstaff — — — 46,088 — 46,088 — — 46,088 30,685 15,403
Freehold Raceway Mall 164,986 362,841 — 126,472 167,371 469,327 8,996 8,605 654,299 259,718 394,581
19 unchanged sentences
Superstition Springs Center 10,928 112,718 — 14,350 10,928 124,688 2,380 — 137,996 40,488 97,508
−Removed: Superstition Springs Power Center 1,618 4,420 — 31 1,194 4,842 33 — 6,069 2,538 3,531
The Macerich Partnership, L.P.
— 2,534 — 6,915 — 1,722 7,365 362 9,449 2,552 6,897
−Removed: Towne Mall 6,652 31,184 — ( 251 ) 5,366 32,009 210 — 37,585 19,618 17,967
Valley Mall 16,045 26,098 — 13,457 13,805 41,477 318 — 55,600 20,264 35,336
−Removed: See accompanying report of independent registered public accounting firm.
+Added: Valley River Center 24,854 147,715 — 37,862 24,854 183,362 2,088 127 210,431 92,127 118,304
+Added: Victor Valley, Mall of 15,700 75,230 — 58,904 20,080 127,854 1,900 — 149,834 73,378 76,456
+Added: Vintage Faire Mall 14,902 60,532 — 65,126 17,647 121,313 1,600 — 140,560 87,493 53,067
+Added: Wilton Mall 19,743 67,855 — ( 2,580 ) 11,310 72,158 1,278 272 85,018 51,172 33,846
THE MACERICH COMPANY
12 unchanged sentences
Depreciation Total Cost
−Removed: Valley River Center 24,854 147,715 — 37,305 24,854 182,851 2,085 84 209,874 85,686 124,188
−Removed: Victor Valley, Mall of 15,700 75,230 — 56,692 20,080 125,866 1,676 — 147,622 70,008 77,614
−Removed: Vintage Faire Mall 14,902 60,532 — 63,196 17,647 119,356 1,627 — 138,630 84,152 54,478
−Removed: Wilton Mall 19,743 67,855 — ( 3,001 ) 11,310 71,938 1,272 77 84,597 49,784 34,813
Other freestanding stores 47,083 111,936 — ( 3,388 ) 13,717 77,822 294 63,798 155,631 12,127 143,504
74 unchanged sentences
* Amendment Number 3 to Amended and Restated Deferred Compensation Plan for Senior Executives (September 27, 2012) (incorporated by reference as an exhibit to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2012).
−Removed: * Eligible Directors' Deferred Compensation/Phantom Stock Plan (as amended and restated as of January 1, 2023).
+Added: * Eligible Directors' Deferred Compensation/Phantom Stock Plan (as amended and restated as of January 1, 2023) (incorporated by reference as an exhibit to the Company's 2022 Form 10-K).
* Amended and Restated 2013 Deferred Compensation Plan for Executives effective (January 1, 2016) (incorporated by reference as an exhibit to the Company's 2015 Form 10-K).
16 unchanged sentences
List of Omitted Registration Rights Agreements (incorporated by reference as an exhibit to the Company's Current Report on Form 8-K, event date July 26, 2002).
−Removed: Credit Agreement, dated as of April 14, 2021, by and among the Company, as a guarantor, the Partnership, as borrower, certain subsidiary guarantors, Deutsche Bank AG New York Branch, as administrative agent and collateral agent, Deutsche Bank Securities Inc., JPMorgan Chase Bank, N.A.
−Removed: and Goldman Sachs Bank USA, as joint lead arrangers and joint bookrunning managers, Deutsche Bank Securities Inc.
+Added: Amended and Restated Credit Agreement, dated as of September 11, 2023, by and among the Company, as a guarantor, the Partnership, as borrower, certain subsidiary guarantors, Deutsche Bank AG New York Branch, as administrative agent and collateral agent, Deutsche Bank Securities Inc., JPMorgan Chase Bank, N.A., Goldman Sachs Bank USA and BMO Bank N.A., as joint lead arrangers and joint bookrunning managers, Deutsche Bank Securities Inc.
and JPMorgan Chase Bank, N.A.
−Removed: as co-syndication agents, Goldman Sachs Bank USA, as documentation agent, and various lenders party thereto (incorporated by reference as an exhibit to the Company's Current Report on Form 8-K, event date April 14, 2021).
+Added: as co-syndication agents, Goldman Sachs Bank USA and TD Securities Inc., as co-documentation agents, and various lenders party thereto (incorporated by reference as an exhibit to the Company's Current Report on Form 8-K, event date September 11, 2023).
Exhibit Number Description
−Removed: First Amendment to Credit Agreement , dated as of July 27, 2021, by and among the Company, as guarantor, the Partnership, as borrower, certain subsidiary guarantors, and Deutsche Bank AG New York Branch, as administrative agent for the lenders (incorporated by reference as an exhibit to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2021).
−Removed: Unconditional Guaranty, dated as of April 14, 2021, by the Company in favor of Deutsche Bank AG New York Branch, as administrative agent (incorporated by reference as an exhibit to the Company’s Current Report on Form 8-K, event date April 14, 2021).
+Added: Amended and Restated Unconditional Guaranty, dated as of September 11, 2023, by the Company in favor of Deutsche Bank AG New York Branch, as administrative agent (incorporated by reference as an exhibit to the Company’s Current Report on Form 8-K, event date September 11, 2023).
Tax Matters Agreement (Wilmorite) (incorporated by reference as an exhibit to the Company's Current Report on Form 8-K, event date April 25, 2005).
−Removed: * 2003 Equity Incentive Plan, as amended and restated as of May 26, 2016 (incorporated by reference as an exhibit to the Company's Current Report on Form 8-K, event date May 26, 2016).
+Added: * The Macerich Company 2003 Equity Incentive Plan, as amended and restated as of May 31, 2023 (incorporated by reference as an exhibit to the Company's Current Report on Form 8-K, event date May 31, 2023).
* Amended and Restated Cash Bonus/Restricted Stock/Stock Unit and LTIP Unit Award Program under the 2003 Equity Incentive Plan (incorporated by reference as an exhibit to the Company's 2010 Form 10-K).
14 unchanged sentences
O'Hern and Scott W.
+Added: The Macerich Company Compensation Recovery Policy
101.SCH Inline XBRL Taxonomy Extension Schema Document
−Removed: Exhibit Number Description
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document
+Added: Exhibit Number Description
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document
18 unchanged sentences
February 26, 2024
−Removed: ALSCHULER Director
−Removed: February 24, 2023
BRANDT Director
11 unchanged sentences
Marianne Lowenthal
−Removed: /s/ STEVEN L.
−Removed: SOBOROFF Director February 24, 2023
/s/ ANDREA M.
5 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.