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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2024
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________ to ___________
Commission File No.: 1-12504
THE MACERICH COMPANY
(Exact name of registrant as specified in its charter)
Maryland95-4448705
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer Identification Number)
401 Wilshire Boulevard,Suite 700,Santa Monica,California90401
(Address of principal executive office)(Zip Code)
(310) 394-6000
 (Registrant's telephone number, including area code)
N/A
 (Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Securities Act:
Title of each classTrading symbolName of each exchange on which registered
Common Stock, $0.01 Par ValueMACNew York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding twelve (12) months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past ninety (90) days. Yes ☒   No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding twelve (12) months (or for such shorter period that the registrant was required to submit such files). Yes         No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of "large accelerated filer", "accelerated filer", "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large Accelerated FilerxAccelerated FilerNon-Accelerated FilerSmaller Reporting Company
Emerging Growth Company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes        No
Number of shares outstanding as of May 6, 2024 of the registrant's common stock, par value $0.01 per share: 215,750,149 shares








THE MACERICH COMPANY
FORM 10-Q
INDEX
Part IFinancial Information 
Part IIOther Information 

2


THE MACERICH COMPANY
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands, except par value)
(Unaudited)
March 31,
2024
December 31,
2023
ASSETS:  
Property, net$5,838,822 $5,900,489 
Cash and cash equivalents120,054 94,936 
Restricted cash105,025 95,358 
Tenant and other receivables, net142,098 183,478 
Right-of-use assets, net116,567 118,664 
Deferred charges and other assets, net249,583 263,068 
Due from affiliates5,336 4,755 
Investments in unconsolidated joint ventures785,588 852,764 
Total assets$7,363,073 $7,513,512 
LIABILITIES AND EQUITY:  
Mortgage notes payable$4,098,705 $4,136,136 
Bank and other notes payable170,494 89,548 
Accounts payable and accrued expenses60,576 64,194 
Lease liabilities81,713 83,989 
Other accrued liabilities301,645 334,742 
Distributions in excess of investments in unconsolidated joint ventures183,870 174,786 
Financing arrangement obligation105,455 102,516 
Total liabilities5,002,458 4,985,911 
Commitments and contingencies
Equity:  
Stockholders' equity:  
Common stock, $0.01 par value, 500,000,000 shares authorized at March 31, 2024 and December 31, 2023, and 216,091,693 and 215,976,614 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively
2,159 2,158 
Additional paid-in capital5,512,628 5,509,603 
Accumulated deficit(3,227,312)(3,063,789)
Accumulated other comprehensive loss(337)(952)
Total stockholders' equity2,287,138 2,447,020 
Noncontrolling interests73,477 80,581 
Total equity2,360,615 2,527,601 
Total liabilities and equity$7,363,073 $7,513,512 
   The accompanying notes are an integral part of these consolidated financial statements.
3

THE MACERICH COMPANY
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands, except per share amounts)
(Unaudited)
 For the Three Months Ended March 31,
 20242023
Revenues:  
Leasing revenue$191,652 $199,045 
Other8,902 9,054 
Management Companies8,229 6,755 
Total revenues208,783 214,854 
Expenses:  
Shopping center and operating expenses74,187 70,487 
Leasing expenses10,522 9,656 
Management Companies' operating expenses19,199 18,900 
REIT general and administrative expenses7,643 6,980 
Depreciation and amortization68,351 71,453 
179,902 177,476 
Interest expense (income):  
Related parties4,439 (9,407)
Other47,751 48,830 
52,190 39,423 
Total expenses232,092 216,899 
Equity in loss of unconsolidated joint ventures(73,276)(61,810)
Income tax benefit1,224 1,882 
(Loss) gain on sale or write down of assets, net(36,085)3,779 
Net loss(131,446)(58,194)
Less: net (loss) income attributable to noncontrolling interests(4,718)539 
Net loss attributable to the Company$(126,728)$(58,733)
Loss per common share—attributable to common stockholders:  
Basic$(0.59)$(0.27)
Diluted$(0.59)$(0.27)
Weighted average number of common shares outstanding:  
Basic216,036,000 215,291,000 
Diluted216,036,000 215,291,000 
   The accompanying notes are an integral part of these consolidated financial statements.
4

THE MACERICH COMPANY
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(Dollars in thousands, except per share amounts)
(Unaudited)
 For the Three Months Ended March 31,
 20242023
Net loss$(131,446)$(58,194)
Other comprehensive income:
Interest rate cap agreements615 120 
Comprehensive loss(130,831)(58,074)
Less: net (loss) income attributable to noncontrolling interests(4,718)539 
Comprehensive loss attributable to the Company$(126,113)$(58,613)
   The accompanying notes are an integral part of these consolidated financial statements.




5

THE MACERICH COMPANY
CONSOLIDATED STATEMENTS OF EQUITY
(Dollars in thousands, except per share data)
(Unaudited)
Three Months Ended March 31, 2024 and 2023
 Stockholders' Equity  
 Common StockAdditional
Paid-in
Capital
Accumulated
Deficit
Accumulated
Other
Comprehensive
Loss
Total
Stockholders'
Equity
  
 SharesPar
Value
Noncontrolling
Interests
Total
Equity
Balance at January 1, 2024215,976,614 $2,158 $5,509,603 $(3,063,789)$(952)$2,447,020 $80,581 $2,527,601 
Net loss— — — (126,728)— (126,728)(4,718)(131,446)
Interest rate cap agreements— — — — 615 615 — 615 
Amortization of share and unit-based plans115,079 1 3,045 — — 3,046 — 3,046 
Distributions paid ($0.17 per share)
— — — (36,795)— (36,795)— (36,795)
Distributions to noncontrolling interests— — — — — — (2,406)(2,406)
Adjustment of noncontrolling interests in Operating Partnership— — (20)— — (20)20  
Balance at March 31, 2024216,091,693 $2,159 $5,512,628 $(3,227,312)$(337)$2,287,138 $73,477 $2,360,615 
 Stockholders' Equity  
 Common StockAdditional
Paid-in
Capital
Accumulated
Deficit
Accumulated
Other
Comprehensive
Income
Total
Stockholders'
Equity
  
 SharesPar
Value
Noncontrolling
Interests
Total
Equity
Balance at January 1, 2023215,241,129 $2,151 $5,506,084 $(2,643,094)$632 $2,865,773 $83,576 $2,949,349 
Net (loss) income— — — (58,733)— (58,733)539 (58,194)
Interest rate cap agreements— — — — 120 120 — 120 
Amortization of share and unit-based plans120,791 1 5,971 — — 5,972 — 5,972 
Stock offerings, net— — (21)— — (21)— (21)
Distributions paid ($0.17 per share)
— — — (36,698)— (36,698)— (36,698)
Distributions to noncontrolling interests— — — — — — (5,114)(5,114)
Adjustment of noncontrolling interests in Operating Partnership— — (521)— — (521)521  
Balance at March 31, 2023215,361,920 $2,152 $5,511,513 $(2,738,525)$752 $2,775,892 $79,522 $2,855,414 
  
 The accompanying notes are an integral part of these consolidated financial statements.
6

THE MACERICH COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
(Unaudited)
For the Three Months Ended March 31,
 20242023
Cash flows from operating activities:  
Net loss$(131,446)$(58,194)
Adjustments to reconcile net loss to net cash provided by operating activities:  
Loss (gain) on sale or write down of assets, net36,085 (3,779)
Depreciation and amortization71,382 75,035 
Amortization of share and unit-based plans2,730 4,895 
Straight-line rent and amortization of above and below market leases3,577 823 
Provision for (recovery of) doubtful accounts2,923 (1,023)
Income tax benefit(1,224)(1,882)
Equity in loss of unconsolidated joint ventures73,276 61,810 
Distributions of income from unconsolidated joint ventures 280 
Change in fair value of financing arrangement obligation2,939 (11,885)
Changes in assets and liabilities, net of dispositions:  
Tenant and other receivables30,598 22,051 
Other assets474 8,645 
Due from affiliates(581)(4,592)
Accounts payable and accrued expenses1,723 1,938 
Other accrued liabilities(31,361)(13,392)
Net cash provided by operating activities61,095 80,730 
Cash flows from investing activities:  
Development, redevelopment, expansion and renovation of properties(26,420)(19,992)
Property improvements(7,329)(14,872)
Deferred leasing costs(1,495)(1,217)
Distributions from unconsolidated joint ventures20,942 162,166 
Contributions to unconsolidated joint ventures(12,686)(12,938)
Proceeds from sale of assets11 5,018 
Net cash (used in) provided by investing activities(26,977)118,165 
7

THE MACERICH COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
(Dollars in thousands)
(Unaudited)
For the Three Months Ended March 31,
20242023
Cash flows from financing activities:  
Proceeds from mortgages, bank and other notes payable270,000 420,000 
Payments on mortgages, bank and other notes payable(225,244)(538,664)
Deferred financing costs(4,273)(13,251)
Payments on finance leases(615)(593)
Costs from stock offerings (21)
Dividends and distributions(39,201)(41,812)
Net cash provided by (used in) financing activities667 (174,341)
Net increase in cash, cash equivalents and restricted cash34,785 24,554 
Cash, cash equivalents and restricted cash, beginning of period190,294 181,139 
Cash, cash equivalents and restricted cash, end of period$225,079 $205,693 
Supplemental cash flow information:  
Cash payments for interest, net of amounts capitalized$48,707 $48,376 
Non-cash investing and financing transactions:  
Accrued development costs included in accounts payable and accrued expenses and other accrued liabilities$43,244 $34,526 
The accompanying notes are an integral part of these consolidated financial statements.
8


THE MACERICH COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except per share and square foot amounts)
(Unaudited)

1. Organization:
The Macerich Company (the "Company") is involved in the acquisition, ownership, development, redevelopment, management and leasing of regional retail centers and community/power shopping centers (the "Centers") located throughout the United States.
The Company commenced operations effective with the completion of its initial public offering on March 16, 1994. As of March 31, 2024, the Company was the sole general partner of and held a 96% ownership interest in The Macerich Partnership, L.P. (the "Operating Partnership"). The Company was organized to qualify as a real estate investment trust ("REIT") under the Internal Revenue Code of 1986, as amended (the "Code").
The property management, leasing and redevelopment of the Company's portfolio is provided by the Company's management companies, Macerich Property Management Company, LLC, a single member Delaware limited liability company, Macerich Management Company, a California corporation, Macerich Arizona Partners LLC, a single member Arizona limited liability company, Macerich Arizona Management LLC, a single member Delaware limited liability company, Macerich Partners of Colorado LLC, a single member Colorado limited liability company, MACW Mall Management, Inc., a New York corporation, and MACW Property Management, LLC, a single member New York limited liability company. All seven of the management companies are collectively referred to herein as the "Management Companies."
All references to the Company in this Quarterly Report on Form 10-Q include the Company, those entities owned or controlled by the Company and predecessors of the Company, unless the context indicates otherwise.
2. Summary of Significant Accounting Policies:
Basis of Presentation:
The accompanying consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States ("GAAP") for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. They do not include all of the information and footnotes required by GAAP for complete financial statements and have not been audited by an independent registered public accounting firm.
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. In addition, the Operating Partnership has investments in a number of consolidated variable interest entities ("VIEs"), including SanTan Village Regional Center.
The Operating Partnership's consolidated VIEs included the following assets and liabilities:
March 31,
2024
December 31,
2023
Assets:  
Property, net$127,144 $128,673 
Other assets22,365 22,277 
Total assets$149,509 $150,950 
Liabilities:  
Mortgage notes payable$219,527 $219,506 
Other liabilities76,368 78,794 
Total liabilities$295,895 $298,300 
All intercompany accounts and transactions have been eliminated in the consolidated financial statements.

9

THE MACERICH COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share and square foot amounts)
(Unaudited)

2. Summary of Significant Accounting Policies: (Continued)

The unaudited interim consolidated financial statements should be read in conjunction with the Company's audited consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2023. In the opinion of management, all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of the consolidated financial statements for the interim periods have been made. The preparation of consolidated 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The accompanying consolidated balance sheet as of December 31, 2023 has been derived from the audited financial statements but does not include all disclosures required by GAAP.

The following table presents a reconciliation of the beginning of period and end of period cash, cash equivalents and restricted cash reported on the Company's consolidated balance sheets to the totals shown on its consolidated statements of cash flows:

For the Three Months Ended March 31,
20242023
Beginning of period
Cash and cash equivalents$94,936 $100,320 
Restricted cash95,358 80,819 
Cash, cash equivalents and restricted cash$190,294 $181,139 
End of period
Cash and cash equivalents$120,054 $112,173 
Restricted cash105,025 93,520 
Cash, cash equivalents and restricted cash$225,079 $205,693 

Recent Accounting Pronouncements:
In November 2023, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) No. 2023-07 “Segment Reporting (Topic 280): 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. The Company is currently evaluating the impact of adopting ASU on its consolidated financial statements and disclosures.
In March 2024, the SEC adopted the final rule under SEC Release No. 33-11275, The Enhancement and Standardization of Climate Related Disclosures for Investors, which requires registrants to disclose climate-related information in registration statements and annual reports. The new rules would be effective for annual reporting periods beginning in fiscal year 2025. However, in April 2024, the SEC exercised its discretion to stay these rules pending the completion of judicial review of certain consolidated petitions with the United States Court of Appeals for the Eighth Circuit in connection with these rules. The Company is evaluating the impact of this rule on its consolidated financial statements and disclosures.




10

THE MACERICH COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share and square foot amounts)
(Unaudited)

3. Earnings Per Share ("EPS"):
The following table reconciles the numerator and denominator used in the computation of EPS for the three months ended March 31, 2024 and 2023 (shares in thousands):
 For the Three Months Ended March 31,
 20242023
Numerator  
Net loss$(131,446)$(58,194)
Less: net (loss) income attributable to noncontrolling interests(4,718)539 
Net loss attributable to the Company(126,728)(58,733)
Allocation of earnings to participating securities(186)(225)
Numerator for basic and diluted EPS—net loss attributable to common stockholders$(126,914)$(58,958)
Denominator  
Denominator for basic and diluted EPS—weighted average number of common shares outstanding(1)216,036 215,291 
EPS—net loss attributable to common stockholders  
Basic and diluted$(0.59)$(0.27)
(1)     Diluted EPS excludes 99,565 convertible preferred partnership units for each of the three months ended March 31, 2024 and 2023, as their impact was antidilutive. Diluted EPS also excludes 10,104,663 and 8,978,620 Operating Partnership units ("OP Units") for the three months ended March 31, 2024 and 2023, respectively, as their impact was antidilutive.

4. Investments in Unconsolidated Joint Ventures:
The Company has made the following recent financings or other events within its unconsolidated joint ventures:
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.
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. The Company's joint venture repaid $10,000 ($5,100 at the Company's pro rata share) of the outstanding loan balance at closing. The interest rate on the loan remains unchanged at 3.73%.
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. The Company’s joint venture is in negotiations with the lender on the terms of this non-recourse loan. Accordingly, the joint venture shortened the holding period of the property due to the uncertainty as to the outcome of these discussions. 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. 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.
On May 18, 2023, the Company acquired Seritage Growth Properties' ("Seritage") 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. These parcels are located at Chandler Fashion Center, Danbury Fair Mall, Freehold Raceway Mall, Los Cerritos Center and Washington Square. As a result of this transaction and the shortening of holding periods, an impairment loss was recorded by the joint venture. The Company's share of the impairment loss was $51,363. 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).
11

THE MACERICH COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share and square foot amounts)
(Unaudited)

4. Investments in Unconsolidated Joint Ventures: (Continued)
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.
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. 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. As a result of this transaction, the Company recognized its share of gain on sale of assets of $8,118.
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. The new loan has a required interest rate cap throughout the term of the loan at a strike rate of 7.5%.
The Company has a 50/50 joint venture with Simon Property Group, which was initially formed to develop Los Angeles Premium Outlets, a premium outlet center in Carson, California. In the three months ended March 31, 2024, the Company evaluated its investment and concluded that due to certain conditions, the Company should not continue to invest capital in this development project. As a result, the Company determined the investment was impaired on an other-than-temporary basis and wrote-off its entire investment of $57,686 in the first quarter of 2024 through equity in loss of unconsolidated joint ventures.
Combined and condensed balance sheets and statements of operations are presented below for all unconsolidated joint ventures.
Combined and Condensed Balance Sheets of Unconsolidated Joint Ventures:
March 31,
2024
December 31,
2023
Assets(1):  
Property, net$6,956,051 $7,201,941 
Other assets576,535 607,864 
Total assets$7,532,586 $7,809,805 
Liabilities and partners' capital(1):  
Mortgage and other notes payable$5,455,824 $5,445,411 
Other liabilities431,519 436,179 
Company's capital927,070 1,090,403 
Outside partners' capital718,173 837,812 
Total liabilities and partners' capital$7,532,586 $7,809,805 
Investments in unconsolidated joint ventures:  
Company's capital$927,070 $1,090,403 
Basis adjustment(2)(325,352)(412,425)
$601,718 $677,978 
Assets—Investments in unconsolidated joint ventures$785,588 $852,764 
Liabilities—Distributions in excess of investments in unconsolidated joint ventures(183,870)(174,786)
$601,718 $677,978 
(1)     These amounts include assets of $2,495,812 and $2,613,690 of Pacific Premier Retail LLC (the "PPR Portfolio") as of March 31, 2024 and December 31, 2023, respectively, and liabilities of $1,571,675 and $1,578,328 of the PPR Portfolio as of March 31, 2024 and December 31, 2023, respectively.
12

THE MACERICH COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share and square foot amounts)
(Unaudited)

4. Investments in Unconsolidated Joint Ventures: (Continued)
(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 the Company's share of net loss. The amortization of this difference was $75,183 and $12,554 for the three months ended March 31, 2024 and 2023, respectively.
Combined and Condensed Statements of Operations of Unconsolidated Joint Ventures:

PPR PortfolioOther
Joint
Ventures
Total
Three Months Ended March 31, 2024   
Revenues:   
Leasing revenue$43,011 $150,061 $193,072 
Other315 667 982 
Total revenues43,326 150,728 194,054 
Expenses:   
Shopping center and operating expenses10,564 57,944 68,508 
Leasing expenses580 1,384 1,964 
Interest expense22,127 51,536 73,663 
Depreciation and amortization21,959 56,195 78,154 
Total expenses55,230 167,059 222,289 
Loss on sale or write down of assets, net(100,273)(121,193)(221,466)
Net loss$(112,177)$(137,524)$(249,701)
Company's equity in net loss$(5,986)$(67,290)$(73,276)
Three Months Ended March 31, 2023   
Revenues:   
Leasing revenue$43,070 $163,368 $206,438 
Other680 666 1,346 
Total revenues43,750 164,034 207,784 
Expenses:   
Shopping center and operating expenses11,406 60,111 71,517 
Leasing expenses570 1,471 2,041 
Interest expense21,810 42,295 64,105 
Depreciation and amortization22,878 62,504 85,382 
Total expenses56,664 166,381 223,045 
Loss on sale or write down of assets, net (70,563)(70,563)
Net loss$(12,914)$(72,910)$(85,824)
Company's equity in net loss$(5,516)$(56,294)$(61,810)

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


13

THE MACERICH COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share and square foot amounts)
(Unaudited)
5. Derivative Instruments and Hedging Activities:
The Company uses interest rate cap agreements to manage the interest rate risk on certain floating rate debt. The Company recorded other comprehensive income related to the marking-to-market of derivative instruments of $615 and $120 for the three months ended March 31, 2024 and 2023, respectively. The amounts in other comprehensive income represent the Company's pro rata share of hedged derivative instruments from certain unconsolidated joint ventures.
The following derivatives were outstanding at March 31, 2024 and December 31, 2023:    
Fair Value
PropertyDesignationNotional AmountProductSOFR/LIBOR RateMaturityMarch 31,
2024
December 31,
2023
Santa Monica PlaceNon-Hedged$300,000 Cap4.00 %12/9/2024$2,495 $2,665 
The Macerich Partnership, L.P.Non-Hedged$(300,000)Sold Cap4.00 %12/9/2024$(2,491)$(2,658)
The above derivatives were valued with an aggregate fair value (Level 2 measurement) and were included in other assets (other accrued liabilities). The fair value of the Company's interest rate derivatives was determined using discounted cash flow analysis on the expected cash flows of the derivatives. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves and implied 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.
Although the Company has determined that the majority of the inputs used to value its derivatives fall 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. 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. As a result, the Company determined that its interest rate cap valuations in their entirety are classified in Level 2 of the fair value hierarchy.
6. Property, net:
Property, net consists of the following:    
March 31,
2024
December 31,
2023
Land$1,373,767 $1,388,345 
Buildings and improvements5,915,516 6,070,367 
Tenant improvements673,214 724,427 
Equipment and furnishings(1)183,762 186,717 
Construction in progress394,616 340,496 
8,540,875 8,710,352 
Less accumulated depreciation(1)(2,702,053)(2,809,863)
$5,838,822 $5,900,489 
(1)      Equipment and furnishings and accumulated depreciation include the cost and accumulated amortization of ROU assets in connection with finance leases at March 31, 2024 and December 31, 2023 (See Note 8—Leases).
Depreciation expense was $64,759 and $67,064 for the three months ended March 31, 2024 and 2023, respectively.

14

THE MACERICH COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share and square foot amounts)
(Unaudited)
6. Property, net: (Continued)

(Loss) gain on sale or write-down of assets, net for the three months ended March 31, 2024 and 2023 consist of the following:
For the Three Months Ended March 31,
20242023
Loss on write-down of assets(1)(36,085)(595)
Gain on land sales, net(2) 4,374 
$(36,085)$3,779 
(1)    Includes impairment loss of $35,987 on Santa Monica Place for the three months ended March 31, 2024. The impairment loss was due to the reduction of the estimated holding period of the property (See Note 10—Mortgage Notes Payable). The remaining amounts for the three months ended March 31, 2024 and 2023 mainly pertain to the write off of development costs.
(2)    See Note 16—Dispositions.
The following table summarizes certain of the Company's assets that were measured on a nonrecurring basis as a result of the impairment losses recorded for the three months ended March 31, 2024 and 2023, as described above:
Total Fair Value MeasurementQuoted Prices in Active Markets for Identical AssetsSignificant Other Unobservable InputsSignificant Unobservable Inputs
(Level 1)(Level 2)(Level 3)
March 31, 2024$297,600 $ $ $297,600 
The fair value (Level 3 measurement) related to the 2024 impairment is based upon an income approach, using an estimated terminal capitalization rate of 7.3%, a discount rate of 9.0% and market rents per square foot of $20 to $200. The fair value is sensitive to these significant unobservable inputs.
7. Tenant and Other Receivables, net:
Included in tenant and other receivables, net is an allowance for doubtful accounts of $7,267 and $4,824 at March 31, 2024 and December 31, 2023, respectively. Also included in tenant and other receivables, net are accrued percentage rents of $2,457 and $15,076 at March 31, 2024 and December 31, 2023, respectively, and a deferred rent receivable due to straight-line rent adjustments of $102,058 and $105,260 at March 31, 2024 and December 31, 2023, respectively.
8. Leases:
Lessor Leases:
The Company leases its Centers under agreements that are classified as operating leases. These leases generally include minimum rents, percentage rents and recoveries of real estate taxes, insurance and other shopping center operating expenses. Minimum rental revenues are recognized on a straight-line basis over the terms of the related leases. Percentage rents are recognized and accrued when tenants' specified sales targets have been met. Estimated recoveries from certain tenants for their pro rata share of real estate taxes, insurance and other shopping center operating expenses are recognized as revenues in the period the applicable expenses are incurred. Other tenants pay a fixed rate and these tenant recoveries are recognized as revenues on a straight-line basis over the term of the related leases. For leasing revenues in which collectability is not considered probable, lease income is recognized on a cash basis and all previously recognized tenant accounts receivables, including straight-line rent, are fully reserved in the period in which the lease income is determined not to be probable of collection.

15

THE MACERICH COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share and square foot amounts)
(Unaudited)
8. Leases: (Continued)

The following table summarizes the components of leasing revenue for the three months ended March 31, 2024 and 2023:
For the Three Months Ended March 31,
20242023
Leasing revenue—fixed payments$144,715 $140,506 
Leasing revenue—variable payments49,860 57,516 
(Provision for) recovery of doubtful accounts(2,923)1,023 
$191,652 $199,045 

The following table summarizes the future rental payments to the Company:
Twelve months ending March 31, 
2025$478,983 
2026400,692 
2027325,776 
2028248,924 
2029195,660 
Thereafter804,126 
$2,454,161 

Lessee Leases:
The Company has certain properties that are subject to non-cancelable operating leases. The leases expire at various times through 2078, subject in some cases to options to extend the terms of the lease. Certain leases provide for contingent rent payments based on a percentage of base rental income, as defined in the lease. In addition, the Company has five finance leases that expire at various times through 2025.
The following table summarizes the lease costs for the three months ended March 31, 2024 and 2023:
For the Three Months Ended March 31,
20242023
Operating lease costs$3,262 $3,794 
Finance lease costs:
   Amortization of ROU assets488 485 
   Interest on lease liabilities142 168 
$3,892 $4,447 
16

THE MACERICH COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share and square foot amounts)
(Unaudited)
8. Leases: (Continued)

The following table summarizes the future rental payments required under the leases:        
March 31, 2024December 31, 2023
Year ending December 31,Operating
Leases
Finance LeasesOperating LeasesFinance Leases
2024$8,606 $9,478 $11,442 $9,478 
202511,626 1,400 11,626 1,400 
202611,743  11,743  
202711,914  11,914  
20288,303  8,303  
Thereafter74,831  74,831  
Total undiscounted rental payments127,023 10,878 129,859 10,878 
Less imputed interest(55,300)(888)(56,475)(273)
Total lease liabilities$71,723 $9,990 $73,384 $10,605 
Weighted average remaining term24.2 years0.5 years24.1 years0.7 years
Weighted average incremental borrowing rate7.1 %3.6 %7.1 %3.6 %

9. Deferred Charges and Other Assets, net:
Deferred charges and other assets, net consist of the following:
March 31,
2024
December 31,
2023
Leasing$89,043 $89,175 
Intangible assets:  
In-place lease values59,125 59,478 
Leasing commissions and legal costs16,260 16,364 
Above-market leases61,974 66,002 
Deferred tax assets25,248 24,024 
Deferred compensation plan assets67,074 62,755 
Other assets58,869 73,576 
377,593 391,374 
Less accumulated amortization(1)(128,010)(128,306)
$249,583 $263,068 
(1)   Accumulated amortization includes $40,856 and $39,540 relating to in-place lease values, leasing commissions and legal costs at March 31, 2024 and December 31, 2023, respectively. Amortization expense of in-place lease values, leasing commissions and legal costs was $1,776 and $1,909 for the three months ended March 31, 2024 and 2023, respectively.

17

THE MACERICH COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share and square foot amounts)
(Unaudited)
9. Deferred Charges and Other Assets, net: (Continued)
The allocated values of above-market leases and below-market leases consist of the following:
March 31,
2024
December 31,
2023
Above-Market Leases  
Original allocated value$61,974 $66,002 
Less accumulated amortization(35,046)(36,926)
$26,928 $29,076 
Below-Market Leases(1)  
Original allocated value$84,430 $85,174 
Less accumulated amortization(38,955)(37,490)
$45,475 $47,684 
(1)   Below-market leases are included in other accrued liabilities.

10. Mortgage Notes Payable:
Mortgage notes payable at March 31, 2024 and December 31, 2023 consist of the following:
Carrying Amount of Mortgage Notes(1)
Property Pledged as CollateralMarch 31, 2024December 31, 2023Effective Interest
Rate(2)
Monthly
Debt
Service(3)
Maturity
Date(4)
Chandler Fashion Center(5)$255,969 $255,924 4.18 %$875 2024
Danbury Fair Mall(6)152,233 122,502 6.57 %836 2034
Fashion District Philadelphia(7)8,171 70,820 9.70 %61 2024
Fashion Outlets of Chicago299,398 299,375 4.61 %1,145 2031
Fashion Outlets of Niagara Falls USA(8)83,252 86,470 6.46 %727 2026
Freehold Raceway Mall(5)399,085 399,044 3.94 %1,300 2029
Fresno Fashion Fair324,503 324,453 3.67 %971 2026
Green Acres Mall(9)359,935 359,264 6.62 %1,819 2028
Kings Plaza Shopping Center537,085 536,956 3.71 %1,629 2030
Oaks, The(10)150,572 151,496 5.74 %1,038 2024
Pacific View71,007 70,976 5.45 %328 2032
Queens Center600,000 600,000 3.49 %1,744 2025
Santa Monica Place(11)297,802 297,474 7.28 %1,712 2025
SanTan Village Regional Center219,527 219,506 4.34 %788 2029
Victor Valley, Mall of114,981 114,966 4.00 %380 2024
Vintage Faire Mall225,185 226,910 3.55 %1,256 2026
$4,098,705 $4,136,136    

(1)The mortgage notes payable also include unamortized deferred finance costs that are amortized into interest expense over the remaining term of the related debt in a manner that approximates the effective interest method. Unamortized deferred finance costs were $23,333 and $21,148 at March 31, 2024 and December 31, 2023, respectively.
(2)The interest rate disclosed represents the effective interest rate, including the impact of debt premium and deferred finance costs.
(3)The monthly debt service represents the payment of principal and interest.
18

THE MACERICH COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share and square foot amounts)
(Unaudited)
10. Mortgage Notes Payable: (Continued)
(4)The maturity date assumes that all extension options are fully exercised and that the Company does not opt to refinance the debt prior to these dates. These extension options are at the Company's discretion, subject to certain conditions, which the Company believes will be met.
(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). On November 16, 2023, the Company acquired the partner's 49.9% interest in Freehold Raceway Mall for $5.6 million and assumed the partner's share of debt. The Company now owns 100% of Freehold Raceway Mall (See Note 15—Acquisitions).
(6)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 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. The interest rate was SOFR plus 3.60%. On January 22, 2024, the Company repaid the majority of the loan balance and the remaining $8,171 matured on April 21, 2024 and was paid in full on April 19, 2024.
(8)Effective October 6, 2023, the loan was in default and the Company was in negotiations with the lender on the terms of this non-recourse loan. On March 19, 2024, the Company closed on a three-year extension of the loan to October 6, 2026. The interest rate remained unchanged at 5.90%.
(9)On January 3, 2023, the Company closed on a five-year $370,000 combined refinance of Green Acres Mall and Green Acres Commons. The new interest only loan bears interest at a fixed rate of 5.90% and matures on January 6, 2028.
(10)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. On June 5, 2023, the Company repaid $10,000 of the outstanding loan balance.
(11)On December 9, 2022, the Company closed on a three-year extension of the loan to December 9, 2025, including extension options. 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. 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. The interest rate cap agreement was converted to 1-month Term SOFR effective July 9, 2023. The interest rate cap agreement has since been extended with a 4% strike rate to December 9, 2024. Effective April 9, 2024, the loan is in default. The Company is in negotiations with the lender on the terms of this non-recourse loan.
Most of the mortgage loan agreements contain a prepayment penalty provision for the early extinguishment of the debt.
The Company's mortgage notes payable are secured by the properties on which they are placed and are non-recourse to the Company.
The Company expects that 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 Santa Monica Place as noted above.
Total interest expense capitalized was $5,077 and $4,844 for the three months ended March 31, 2024 and 2023, respectively.
The estimated fair value (Level 2 measurement) of mortgage notes payable at March 31, 2024 and December 31, 2023 was $3,834,621 and $3,863,997, respectively, based on current interest rates for comparable loans. Fair value was determined using a present value model and an interest rate that included a credit value adjustment based on the estimated value of the property that serves as collateral for the underlying debt.







19

THE MACERICH COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share and square foot amounts)
(Unaudited)
11. Bank and Other Notes Payable:
Bank and other notes payable consist of the following:
Credit Facility:
Previously, the Company had a $525,000 revolving loan facility, which was scheduled to mature on April 14, 2024. On September 11, 2023, the Company and the Operating Partnership entered into an amended and restated credit agreement, which amended and restated 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. 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. 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. The applicable margin depends on the Company’s overall leverage ratio and ranges from 1.00% to 2.50% over the selected index rate. Adjusted term SOFR is Term SOFR (as defined in the credit agreement) plus 0.10% per annum. As of March 31, 2024, the borrowing rate was SOFR plus a spread of 2.35%. As of March 31, 2024, borrowings under the credit facility were $185,000 less unamortized deferred finance costs of $14,506 for the revolving loan facility at a total effective interest rate of 8.33%. As of March 31, 2024, the Company’s availability under the revolving loan facility for additional borrowings was $464,921. The estimated fair value (Level 2 measurement) of borrowings under the credit facility at March 31, 2024 was $191,138 for the revolving loan facility based on a present value model using a credit interest rate spread offered to the Company for comparable debt.
As of March 31, 2024 and December 31, 2023, the Company was in compliance with all applicable financial loan covenants.
12. Financing Arrangement:
On September 30, 2009, the Company formed a joint venture whereby a third party acquired a 49.9% interest in Chandler Fashion Center, a 1,402,000 square foot regional shopping center in Chandler, Arizona, and Freehold Raceway Mall, a 1,546,000 square foot regional shopping center in Freehold, New Jersey (collectively referred to herein as "Chandler Freehold"). As a result of the Company having certain rights under the agreement to repurchase the assets after the seventh year of the formation of Chandler Freehold, the transaction did not qualify for sale treatment. The Company, however, is not obligated to repurchase the assets. The Company accounts for its investment in Chandler Freehold as a financing arrangement.
On November 16, 2023, the Company acquired the 49.9% ownership interest in Freehold Raceway Mall (See Note 15—Acquisitions). As a result, Freehold Raceway Mall is no longer part of the financing arrangement and is 100% owned by the Company. References to Chandler Freehold after November 16, 2023 shall be deemed to only refer to Chandler Fashion Center. 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 fair value (Level 3 measurement) of the financing arrangement obligation at March 31, 2024 and December 31, 2023 was based upon a terminal capitalization rate of approximately 6.75% and 6.50%, respectively, a discount rate at both March 31, 2024 and December 31, 2023 of 8.00%, and market rents per square foot of $45 to $240. 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. Distributions to the partner, excluding distributions of excess loan proceeds, and changes in fair value of the financing arrangement obligation are recognized as related party interest expense (income) in the Company's consolidated statements of operations.
During the three months ended March 31, 2024 and 2023, the Company recognized related party interest expense (income) in the Company's consolidated statements of operations in connection with the financing arrangement as follows:
20

THE MACERICH COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share and square foot amounts)
(Unaudited)
12. Financing Arrangement: (Continued)
 For the Three Months Ended March 31,
 20242023
Distributions equal to the partner's share of net income (loss)$800 $(340)
Distributions in excess of the partner's share of net income700 2,818 
Adjustment to fair value of financing arrangement obligation2,939 (11,885)
$4,439 $(9,407)
13. Noncontrolling Interests:
The Company allocates net (loss) income of the Operating Partnership based on the weighted average ownership interest during the period. The net (loss) income of the Operating Partnership that is not attributable to the Company is reflected in the consolidated statements of operations as noncontrolling interests. The Company adjusts the noncontrolling interests in the Operating Partnership at the end of each period to reflect its ownership interest in the Company. The Company had a 96% ownership interest in the Operating Partnership as of March 31, 2024 and December 31, 2023. The remaining 4% limited partnership interest as of March 31, 2024 and December 31, 2023 was owned by certain of the Company's executive officers and directors, certain of their affiliates and other third party investors in the form of OP Units. The OP Units may be redeemed for shares of stock or cash, at the Company's option. The redemption value for each OP Unit as of any balance sheet date is the amount equal to the average of the closing price per share of the Company's common stock, par value $0.01 per share, as reported on the New York Stock Exchange for the 10 trading days ending on the respective balance sheet date. Accordingly, as of March 31, 2024 and December 31, 2023, the aggregate redemption value of the then-outstanding OP Units not owned by the Company was $169,859 and $158,157, respectively.
The Company issued common and preferred units of MACWH, LP in April 2005 in connection with the acquisition of the Wilmorite portfolio. The common and preferred units of MACWH, LP are redeemable at the election of the holder. The Company may redeem them for cash or shares of the Company's stock at the Company's option and they are classified as permanent equity.
Included in permanent equity are outside ownership interests in various consolidated joint ventures. The joint ventures do not have rights that require the Company to redeem the ownership interests in either cash or stock.
14. Stockholders' Equity:
Stock Offerings
In connection with the commencement of an “at the market” offering program on March 26, 2021, which is referred to as the “ATM Program,” the Company entered into an equity distribution agreement 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 the ATM Program.
During the three months ended March 31, 2024, the Company did not issue any shares of common stock under the ATM Program. As of March 31, 2024, $151,699 remained available to be sold under the ATM Program. Actual future sales will depend upon a variety of factors including, but not limited to, market conditions, the trading price of the Company’s common stock and the Company’s capital needs. The Company has no obligation to sell the remaining shares available for sale under the ATM Program.



21

THE MACERICH COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share and square foot amounts)
(Unaudited)

14. Stockholders' Equity: (Continued)
Stock Buyback Program
On February 12, 2017, the Company's Board of Directors authorized the repurchase of up to $500,000 of its outstanding common shares as market conditions and the Company’s liquidity warrant. Repurchases may be made through open market purchases, privately negotiated transactions, structured or derivative transactions, including accelerated share repurchase transactions, or other methods of acquiring shares, from time to time as permitted by securities laws and other legal requirements. The program is referred to herein as the "Stock Buyback Program".
There were no repurchases under the Stock Buyback Program during the three months ended March 31, 2024 or 2023.
15.   Acquisitions:
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. These parcels are located at Chandler Fashion Center, Danbury Fair Mall, Freehold Raceway Mall, Los Cerritos Center and Washington Square. 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.
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:
Land$10,869 
Building and improvements39,359 
Construction in progress38,000 
Deferred charges6,821 
Other accrued liabilities (below-market lease)(1,649)
Fair value of acquired net assets (at 100% ownership)
$93,400 
On November 16, 2023, the Company acquired its joint venture partner's 49.9% ownership interest in Freehold Raceway Mall for $5,587 and assumed its joint venture partner's share of debt. The Company now owns 100% of this property. 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).
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. 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).







22

THE MACERICH COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share and square foot amounts)
(Unaudited)

16. Dispositions:
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. The Company used the net proceeds to pay down debt.
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. The Company used the net proceeds to pay down debt.
The Company did not repay the loan on Towne Mall on its maturity date of November 1, 2022, and completed transition of the property to a receiver. 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 three months ended March 31, 2024, the Company did not have any land sales. For the three months ended March 31, 2023, the Company sold various land parcels in separate transactions, resulting in gains on sale of land of $4,374. The Company used its share of the proceeds from these sales to pay down debt and for other general corporate purposes.
17. Commitments and Contingencies:
As of March 31, 2024, the Company was contingently liable for $40,899 in letters of credit guaranteeing performance by the Company of certain obligations relating to the Centers. As of March 31, 2024, $40,820 of these letters of credit were secured by restricted cash. The Company does not believe that these letters of credit will result in a liability to the Company.
The Company has entered into a number of construction agreements related to its redevelopment and development activities. Obligations under these agreements are contingent upon the completion of the services within the guidelines specified in the relevant agreement. At March 31, 2024, the Company had $12,539 in outstanding obligations, which it believes will be settled in the next twelve months.
18. Related Party Transactions:
Certain unconsolidated joint ventures have engaged the Management Companies to manage the operations of the Centers. Under these arrangements, the Management Companies are reimbursed for compensation paid to on-site employees, leasing agents and project managers at the Centers, as well as insurance costs and other administrative expenses.
The following are fees charged to unconsolidated joint ventures:
 For the Three Months Ended March 31,
 20242023
Management fees$4,448 $4,220 
Development and leasing fees2,572 2,039 
$7,020 $6,259 
Interest expense (income) from related party transactions includes $4,439 and $(9,407) for the three months ended March 31, 2024 and 2023, respectively, in connection with the financing arrangement (See Note 12—Financing Arrangement).
Due from affiliates includes $5,336 and $4,755 of unreimbursed costs and fees from unconsolidated joint ventures due to the Management Companies at March 31, 2024 and December 31, 2023, respectively.
19. Share and Unit-Based Plans:
Under the Long-Term Incentive Plan ("LTIP"), each award recipient is issued a form of operating partnership units ("LTIP Units") in the Operating Partnership or form of restricted stock units (together with the LTIP Units, the "LTI Units"). Upon the occurrence of specified events and subject to the satisfaction of applicable vesting conditions, LTIP Units (after conversion into OP Units) are ultimately redeemable for common stock of the Company, or cash at the Company's option, on a one-unit for one-share basis. LTI Units receive cash dividends based on the dividend amount paid on the common stock of the Company. The LTIP may include market-indexed awards, performance-based awards and service-based awards.
23

THE MACERICH COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share and square foot amounts)
(Unaudited)
19. Share and Unit-Based Plans: (Continued)
The market-indexed LTI Units vest over the service period of the award based on the percentile ranking of the Company in terms of total return to stockholders (the "Total Return") per share of common stock relative to the Total Return of a group of peer REITs, as measured at the end of the measurement period. The performance-based LTI Units vest over a specified period based on the Company's operational performance over that period.
During the three months ended March 31, 2024, the Company granted the following LTI Units:
Grant DateUnitsTypeFair Value per LTI UnitVest Date
2/15/2024305,129 Service-based$17.47 12/31/2026
2/15/2024280,637 Performance-based$17.37 12/31/2026
3/1/2024138,634 Service-based$16.41 12/31/2026
3/1/2024152,346 Service-based$16.41 3/1/2027
3/1/202476,173 Service-based$16.41 3/1/2028
3/1/202476,173 Service-based$16.41 3/1/2029
3/1/2024261,124 Performance-based$16.18 12/31/2026
1,290,216 
The fair value of the service-based LTI Units was determined by the market price of the Company's common stock on the date of grant. The fair value (Level 3 measurement) of the performance-based LTI Units granted on February 15, 2024 was estimated on the date of grant using a Monte Carlo Simulation model that assumed an approximate three-year risk-free interest rate of 4.28% and an expected volatility of 45.04%. The fair value (Level 3 measurement) of the performance-based LTI Units granted on March 1, 2024 was estimated on the date of grant using a Monte Carlo Simulation model that assumed an approximate three-year risk-free interest rate of 4.25% and an expected volatility of 45.09%.
The following table summarizes the activity of the non-vested LTI Units, phantom stock units and stock units:
 LTI UnitsPhantom Stock UnitsStock Units
 UnitsValue(1)UnitsValue(1)UnitsValue(1)
Balance at January 1, 20242,256,847 $12.86 17,043 $14.19 284,047 $11.79 
Granted1,290,216 16.82 1,148 16.69 93,931 15.31 
Vested  (5,385)14.72 (95,724)13.18 
Balance at March 31, 20243,547,063 $14.30 12,806 $14.19 282,254 $12.49 
(1) Value represents the weighted average grant date fair value.
The following table summarizes the activity of the vested stock options outstanding:
 Stock Options
 UnitsValue(1)
Balance at January 1, 202426,371 $54.56 
   Granted  
Balance at March 31, 202426,371 $54.56 
(1) Value represents the weighted average exercise price.

24

THE MACERICH COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share and square foot amounts)
(Unaudited)
19. Share and Unit-Based Plans: (Continued)
The following summarizes the compensation cost under the share and unit-based plans:
 For the Three Months Ended March 31,
 20242023
LTI Units$2,176 $4,662 
Stock units791 1,232 
Phantom stock units79