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 June 30, 20202021
☐ 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 Filer☐Non-Accelerated Filer☐Smaller 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 August 7, 20205, 2021 of the registrant's common stock, par value $0.01 per share: 149,463,668213,008,898 shares







THE MACERICH COMPANY
FORM 10-Q
INDEX
Part IFinancial Information 
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Part IIOther Information 
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2
Table of Contents

THE MACERICH COMPANY
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands, except par value)
(Unaudited)
June 30,
2020		December 31,
2019
ASSETS:  
Property, net$6,501,519  $6,643,513  
Cash and cash equivalents497,581  100,005  
Restricted cash10,083  14,211  
Tenant and other receivables, net237,595  144,035  
Right-of-use assets, net137,679  148,087  
Deferred charges and other assets, net264,740  277,866  
Due from affiliates10,273  6,157  
Investments in unconsolidated joint ventures1,568,878  1,519,697  
Total assets$9,228,348  $8,853,571  
LIABILITIES AND EQUITY:  
Mortgage notes payable$4,377,787  $4,392,599  
Bank and other notes payable1,478,635  817,377  
Accounts payable and accrued expenses58,672  51,027  
Lease liabilities110,225  114,201  
Other accrued liabilities213,586  265,595  
Distributions in excess of investments in unconsolidated joint ventures108,275  107,902  
Financing arrangement obligation192,609  273,900  
Total liabilities6,539,789  6,022,601  
Commitments and contingencies
Equity:  
Stockholders' equity:  
Common stock, $0.01 par value, 250,000,000 shares authorized, 149,601,164 and 141,407,650 shares issued and outstanding at June 30, 2020 and December 31, 2019, respectively1,496  1,414  
Additional paid-in capital4,596,684  4,583,911  
Accumulated deficit(2,082,082) (1,944,012) 
Accumulated other comprehensive loss(13,701) (9,051) 
Total stockholders' equity2,502,397  2,632,262  
Noncontrolling interests186,162  198,708  
Total equity2,688,559  2,830,970  
Total liabilities and equity$9,228,348  $8,853,571  
June 30,
2021		December 31,
2020
ASSETS:  
Property, net$6,432,877 $6,694,579 
Cash and cash equivalents194,028 465,297 
Restricted cash69,298 17,362 
Tenant and other receivables, net186,254 239,194 
Right-of-use assets, net114,921 118,355 
Deferred charges and other assets, net270,963 306,959 
Due from affiliates4,812 1,612 
Investments in unconsolidated joint ventures1,370,299 1,340,647 
Total assets$8,643,452 $9,184,005 
LIABILITIES AND EQUITY:  
Mortgage notes payable$4,518,108 $4,560,810 
Bank and other notes payable367,020 1,477,540 
Accounts payable and accrued expenses51,514 68,825 
Lease liabilities86,198 90,216 
Other accrued liabilities236,811 298,594 
Distributions in excess of investments in unconsolidated joint ventures124,779 108,381 
Financing arrangement obligation132,076 134,379 
Total liabilities5,516,506 6,738,745 
Commitments and contingencies00
Equity:  
Stockholders' equity:  
Common stock, $0.01 par value, 500,000,000 and 250,000,000 shares authorized at June 30, 2021 and December 31, 2020, respectively, and 211,169,654 and 149,770,575 shares issued and outstanding at June 30, 2021 and December 31, 2020, respectively2,112 1,498 
Additional paid-in capital5,438,493 4,603,378 
Accumulated deficit(2,469,336)(2,339,619)
Accumulated other comprehensive loss(2,775)(8,208)
Total stockholders' equity2,968,494 2,257,049 
Noncontrolling interests158,452 188,211 
Total equity3,126,946 2,445,260 
Total liabilities and equity$8,643,452 $9,184,005 
   The accompanying notes are an integral part of these consolidated financial statements.
3
Table of Contents
THE MACERICH COMPANY
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands, except per share amounts)
(Unaudited)
For the Three Months Ended June 30,For the Six Months Ended June 30, For the Three Months Ended June 30,For the Six Months Ended June 30,
2020201920202019 2021202020212020
Revenues:Revenues:  Revenues:  
Leasing revenueLeasing revenue$168,754  $211,022  $379,475  $422,030  Leasing revenue$196,987 $168,754 $376,522 $379,475 
OtherOther3,003  7,831  12,261  13,165  Other11,855 3,003 17,176 12,261 
Management CompaniesManagement Companies6,830  9,119  13,803  19,299  Management Companies6,631 6,830 12,199 13,803 
Total revenuesTotal revenues178,587  227,972  405,539  454,494  Total revenues215,473 178,587 405,897 405,539 
Expenses:Expenses:  Expenses:  
Shopping center and operating expensesShopping center and operating expenses57,133  64,092  127,858  133,696  Shopping center and operating expenses67,655 57,133 143,810 127,858 
Leasing expensesLeasing expenses6,653  7,677  14,078  15,182  Leasing expenses6,637 6,653 11,803 14,078 
Management Companies' operating expensesManagement Companies' operating expenses16,442  15,692  32,666  34,706  Management Companies' operating expenses15,021 16,442 29,864 32,666 
REIT general and administrative expensesREIT general and administrative expenses8,242  4,589  15,063  11,550  REIT general and administrative expenses6,679 8,242 14,766 15,063 
Depreciation and amortizationDepreciation and amortization80,294  82,385  162,507  163,853  Depreciation and amortization77,630 80,294 156,026 162,507 
168,764  174,435  352,172  358,987  173,622 168,764 356,269 352,172 
Interest (income) expense:  
Interest expense (income):Interest expense (income):  
Related partiesRelated parties(32,807) (13,243) (77,050) (23,690) Related parties2,954 (32,807)4,273 (77,050)
OtherOther52,841  50,352  105,158  99,156  Other51,960 52,841 104,537 105,158 
20,034  37,109  28,108  75,466  54,914 20,034 108,810 28,108 
Loss on extinguishment of debt, net—  —  —  351  
Total expensesTotal expenses188,798  211,544  380,280  434,804  Total expenses228,536 188,798 465,079 380,280 
Equity in (loss) income of unconsolidated joint ventures(14,173) 7,257  (4,475) 19,500  
Income tax benefit (expense)1,524  (679) 1,790  (1,025) 
Equity in income (loss) of unconsolidated joint venturesEquity in income (loss) of unconsolidated joint ventures20,035 (14,173)21,945 (4,475)
Income tax (expense) benefitIncome tax (expense) benefit(7,107)1,524 (9,345)1,790 
Loss on sale or write down of assets, netLoss on sale or write down of assets, net(3,867) (9,059) (40,570) (15,375) Loss on sale or write down of assets, net(3,927)(3,867)(25,210)(40,570)
Net (loss) income(26,727) 13,947  (17,996) 22,790  
Less net loss attributable to noncontrolling interests(1,611) (1,787) (402) (768) 
Net (loss) income attributable to the Company$(25,116) $15,734  $(17,594) $23,558  
Earnings per common share—attributable to common stockholders:  
Net lossNet loss(4,062)(26,727)(71,792)(17,996)
Less net income (loss) attributable to noncontrolling interestsLess net income (loss) attributable to noncontrolling interests7,703 (1,611)3,577 (402)
Net loss attributable to the CompanyNet loss attributable to the Company$(11,765)$(25,116)$(75,369)$(17,594)
Loss per common share—attributable to common stockholders:Loss per common share—attributable to common stockholders:  
BasicBasic$(0.18) $0.11  $(0.13) $0.16  Basic$(0.06)$(0.18)$(0.42)$(0.13)
DilutedDiluted$(0.18) $0.11  $(0.13) $0.16  Diluted$(0.06)$(0.18)$(0.42)$(0.13)
Weighted average number of common shares outstanding:Weighted average number of common shares outstanding:  Weighted average number of common shares outstanding:  
BasicBasic144,102,000  141,344,000  142,769,000  141,303,000  Basic205,757,000 144,102,000 182,299,000 142,769,000 
DilutedDiluted144,102,000  141,344,000  142,769,000  141,303,000  Diluted205,757,000 144,102,000 182,299,000 142,769,000 
   The accompanying notes are an integral part of these consolidated financial statements.
4
Table of Contents
THE MACERICH COMPANY
CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME
(Dollars in thousands, except per share amounts)
(Unaudited)
 For the Three Months Ended June 30,For the Six Months Ended June 30,
 2020201920202019
Net (loss) income(26,727) 13,947  $(17,996) $22,790  
Other comprehensive income (loss):
Interest rate cap/swap agreements1,745  (4,281) (4,650) (6,326) 
Comprehensive (loss) income(24,982) 9,666  (22,646) 16,464  
Less net loss attributable to noncontrolling interests(1,611) (1,787) (402) (768) 
Comprehensive (loss) income attributable to the Company$(23,371) $11,453  $(22,244) $17,232  
 For the Three Months Ended June 30,For the Six Months Ended June 30,
 2021202020212020
Net loss$(4,062)$(26,727)$(71,792)$(17,996)
Other comprehensive income (loss):
Interest rate cap/swap agreements2,739 1,745 5,433 (4,650)
Comprehensive loss(1,323)(24,982)(66,359)(22,646)
Less net income (loss) attributable to noncontrolling interests7,703 (1,611)3,577 (402)
Comprehensive loss attributable to the Company$(9,026)$(23,371)$(69,936)$(22,244)
   The accompanying notes are an integral part of these consolidated financial statements.




5
Table of Contents
THE MACERICH COMPANY
CONSOLIDATED STATEMENTS OF EQUITY
(Dollars in thousands, except per share data)
(Unaudited)
Three Months Ended June 30, 20202021 and 20192020
 Stockholders' Equity  
 Common StockAdditional
Paid-in
Capital		Accumulated
Deficit		Accumulated
Other
Comprehensive
(Loss) Income		Total
Stockholders'
Equity		  
 SharesPar
Value		Noncontrolling
Interests		Total
Equity
Balance at April 1, 2021197,036,176 $1,971 $5,263,994 $(2,426,555)$(5,514)$2,833,896 $163,409 $2,997,305 
Net (loss) income———(11,765)—(11,765)7,703 (4,062)
Interest rate cap/swap agreements————2,739 2,739 —2,739 
Amortization of share and unit-based plans129,928 1 4,331 ——4,332 —4,332 
Employee stock purchases88,107 1 594 ——595 —595 
Stock offerings, net13,915,443 139 167,771 ——167,910 —167,910 
Distributions paid ($0.15 per share)———(31,016)—(31,016)—(31,016)
Distributions to noncontrolling interests—————— (10,856)(10,856)
Contributions from noncontrolling interests—————— (1)(1)
Adjustment of noncontrolling interests in Operating Partnership——1,803 ——1,803 (1,803)0 
Balance at June 30, 2021211,169,654 $2,112 $5,438,493 $(2,469,336)$(2,775)$2,968,494 $158,452 $3,126,946 
 Stockholders' Equity  
 Common StockAdditional
Paid-in
Capital		Accumulated
Deficit		Accumulated
Other
Comprehensive
(Loss) Income		Total
Stockholders'
Equity		  
 SharesPar
Value		Noncontrolling
Interests		Total
Equity
Balance at April 1, 2020141,572,289  $1,416  $4,590,709  $(2,042,688) $(15,446) $2,533,991  $190,369  $2,724,360  
Net loss———(25,116) —(25,116) (1,611) (26,727) 
Interest rate cap/swap agreements————1,745  1,745  —1,745  
Amortization of share and unit-based plans45,171  —4,210  ——4,210  —4,210  
Employee stock purchases141,568  1  851  ——852  —852  
Distributions paid ($0.10 per share)———(14,278) —(14,278) —(14,278) 
Stock dividend7,759,280  78  (78) —  —  —  —  —  
Distributions to noncontrolling interests——————  (1,587) (1,587) 
Conversion of noncontrolling interests to common shares82,856  1  5,879  ——5,880  (5,880) —  
Redemption of noncontrolling interests——14  ——14  (30) (16) 
Adjustment of noncontrolling interests in Operating Partnership——(4,901) ——(4,901) 4,901  —  
Balance at June 30, 2020149,601,164  $1,496  $4,596,684  $(2,082,082) $(13,701) $2,502,397  $186,162  $2,688,559  

Stockholders' Equity   Stockholders' Equity  
Common StockAdditional
Paid-in
Capital		Accumulated
Deficit		Accumulated
Other
Comprehensive
Loss		Total
Stockholders'
Equity		   Common StockAdditional
Paid-in
Capital		Accumulated
Deficit		Accumulated
Other
Comprehensive
Loss		Total
Stockholders'
Equity		  
SharesPar
Value		Noncontrolling
Interests		Total
Equity		 SharesTotal
Stockholders'
Equity		Noncontrolling
Interests		Total
Equity
Balance at April 1, 2019141,332,786  $1,413  $4,574,600  $(1,714,789) $(6,511) $2,854,713  $230,556  $3,085,269  
Net income (loss)—  —  —  15,734  —  15,734  (1,787) 13,947  
Balance at April 1, 2020Balance at April 1, 2020141,572,289 $1,416 $4,590,709 $(2,042,688)$(15,446)$2,533,991 $190,369 $2,724,360 
Net lossNet loss— — — (25,116)— (25,116)(1,611)(26,727)
Interest rate cap/swap agreementsInterest rate cap/swap agreements—  —  —  —  (4,281) (4,281) —  (4,281) Interest rate cap/swap agreements— — — — 1,745 1,745 — 1,745 
Amortization of share and unit-based plansAmortization of share and unit-based plans4,982  —  3,373  —  —  3,373  —  3,373  Amortization of share and unit-based plans45,171 — 4,210 — — 4,210 — 4,210 
Employee stock purchasesEmployee stock purchases26,800  —  819  —  —  819  —  819  Employee stock purchases141,568 1 851 — — 852 — 852 
Distributions declared ($0.75 per share)—  —  —  (106,042) —  (106,042) —  (106,042) 
Distributions paid ($0.10 per share)Distributions paid ($0.10 per share)— — — (14,278)— (14,278)— (14,278)
Stock dividendStock dividend7,759,280 78 (78)— — — — 0 
Distributions to noncontrolling interestsDistributions to noncontrolling interests—  —  —  —  —  —  (24,115) (24,115) Distributions to noncontrolling interests— — — — — — (1,587)(1,587)
Contributions from noncontrolling interests—  —  —  —  —  —  410  410  
Conversion of noncontrolling interests to common sharesConversion of noncontrolling interests to common shares82,856 1 5,879 — — 5,880 (5,880)0 
Redemption of noncontrolling interestsRedemption of noncontrolling interests—  —  (5) —  —  (5) (5) (10) Redemption of noncontrolling interests— — 14 — — 14 (30)(16)
Adjustment of noncontrolling interests in Operating PartnershipAdjustment of noncontrolling interests in Operating Partnership—  —  (167) —  —  (167) 167  —  Adjustment of noncontrolling interests in Operating Partnership— — (4,901)— — (4,901)4,901 0 
Balance at June 30, 2019141,364,568  $1,413  $4,578,620  $(1,805,097) $(10,792) $2,764,144  $205,226  $2,969,370  
Balance at June 30, 2020Balance at June 30, 2020149,601,164 $1,496 $4,596,684 $(2,082,082)$(13,701)$2,502,397 $186,162 $2,688,559 

The accompanying notes are an integral part of these consolidated financial statements.
6
Table of Contents
THE MACERICH COMPANY
CONSOLIDATED STATEMENTS OF EQUITY
(Dollars in thousands, except per share data)
(Unaudited)
Six Months Ended June 30, 20202021 and 20192020
 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, 2021149,770,575 $1,498 $4,603,378 $(2,339,619)$(8,208)$2,257,049 $188,211 $2,445,260 
Net (loss) income— — — (75,369)— (75,369)3,577 (71,792)
Interest rate cap/swap agreements— — — — 5,433 5,433 — 5,433 
Amortization of share and unit-based plans224,681 2 9,361 — — 9,363 — 9,363 
Employee stock purchases88,107 1 594 — — 595 — 595 
Stock offerings, net59,907,761 599 805,455 — 806,054 — 806,054 
Distributions paid ($0.30 per share)— — — (54,348)— (54,348)— (54,348)
Distributions to noncontrolling interests— — — — — — (14,194)(14,194)
Contributions from noncontrolling interests— — — — — — 576 576 
Conversion of noncontrolling interests to common shares1,178,530 12 22,206 — — 22,218 (22,218)0 
Redemption of noncontrolling interests— — — — — — (1)(1)
Adjustment of noncontrolling interests in Operating Partnership— — (2,501)— — (2,501)2,501 0 
Balance at June 30, 2021211,169,654 $2,112 $5,438,493 $(2,469,336)$(2,775)$2,968,494 $158,452 $3,126,946 
 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, 2020141,407,650  $1,414  $4,583,911  $(1,944,012) $(9,051) $2,632,262  $198,708  $2,830,970  
Net loss—  —  —  (17,594) —  (17,594) (402) (17,996) 
Interest rate cap/swap agreements—  —  —  —  (4,650) (4,650) —  (4,650) 
Amortization of share and unit-based plans126,088  1  9,812  —  —  9,813  —  9,813  
Employee stock purchases141,568  1  851  —  —  852  —  852  
Distributions paid ($0.85 per share)—  —  —  (120,476) —  (120,476) —  (120,476) 
Stock dividend7,759,280  78  (78) —  —  —  —  —  
Distributions to noncontrolling interests—  —  —  —  —  —  (10,061) (10,061) 
Contributions from noncontrolling interests—  —  —  —  —  —  125  125  
Conversion of noncontrolling interests to common shares166,578  2  11,675  —  —  11,677  (11,677) —  
Redemption of noncontrolling interests—  —  13  —  —  13  (31) (18) 
Adjustment of noncontrolling interests in Operating Partnership—  —  (9,500) —  —  (9,500) 9,500  —  
Balance at June 30, 2020149,601,164  $1,496  $4,596,684  $(2,082,082) $(13,701) $2,502,397  $186,162  $2,688,559  

Stockholders' Equity   Stockholders' Equity  
Common StockAdditional
Paid-in
Capital		Accumulated
Deficit		Accumulated
Other
Comprehensive
Loss		Total
Stockholders'
Equity		   Common StockAdditional
Paid-in
Capital		Accumulated
Deficit		Accumulated
Other
Comprehensive
Loss		Total
Stockholders'
Equity		  
SharesPar
Value		Noncontrolling
Interests		Total
Equity		 SharesTotal
Stockholders'
Equity		Noncontrolling
Interests		Total
Equity
Balance at January 1, 2019141,221,712  $1,412  $4,567,643  $(1,614,357) $(4,466) $2,950,232  $238,200  $3,188,432  
Net income (loss)—  —  —  23,558  —  23,558  (768) 22,790  
Cumulative effect of adoption of ASC 842—  —  —  (2,203) —  (2,203) —  (2,203) 
Balance at January 1, 2020Balance at January 1, 2020141,407,650 $1,414 $4,583,911 $(1,944,012)$(9,051)$2,632,262 $198,708 $2,830,970 
Net lossNet loss— — — (17,594)— (17,594)(402)(17,996)
Interest rate cap/swap agreementsInterest rate cap/swap agreements—  —  —  —  (6,326) (6,326) —  (6,326) Interest rate cap/swap agreements— — — — (4,650)(4,650)— (4,650)
Amortization of share and unit-based plansAmortization of share and unit-based plans95,056  1  10,037  —  —  10,038  —  10,038  Amortization of share and unit-based plans126,088 1 9,812 — — 9,813 — 9,813 
Employee stock purchasesEmployee stock purchases26,800  —  819  —  —  819  —  819  Employee stock purchases141,568 1 851 — — 852 — 852 
Distributions declared ($1.50 per share)—  —  —  (212,095) —  (212,095) —  (212,095) 
Distributions paid ($0.85 per share)Distributions paid ($0.85 per share)— — — (120,476)— (120,476)— (120,476)
Stock dividendStock dividend7,759,280 78 (78)— — — — 0 
Distributions to noncontrolling interestsDistributions to noncontrolling interests—  —  —  —  —  —  (32,458) (32,458) Distributions to noncontrolling interests— — — — — — (10,061)(10,061)
Contributions from noncontrolling interestsContributions from noncontrolling interests—  —  —  —  —  —  410  410  Contributions from noncontrolling interests— — — — — — 125 125 
Conversion of noncontrolling interests to common sharesConversion of noncontrolling interests to common shares21,000  —  1,005  —  —  1,005  (1,005) —  Conversion of noncontrolling interests to common shares166,578 2 11,675 — — 11,677 (11,677)0 
Redemption of noncontrolling interestsRedemption of noncontrolling interests—  —  (20) —  —  (20) (17) (37) Redemption of noncontrolling interests— — 13 — — 13 (31)(18)
Adjustment of noncontrolling interests in Operating PartnershipAdjustment of noncontrolling interests in Operating Partnership—  —  (864) —  —  (864) 864  —  Adjustment of noncontrolling interests in Operating Partnership— — (9,500)— — (9,500)9,500 0 
Balance at June 30, 2019141,364,568  $1,413  $4,578,620  $(1,805,097) $(10,792) $2,764,144  $205,226  $2,969,370  
Balance at June 30, 2020Balance at June 30, 2020149,601,164 $1,496 $4,596,684 $(2,082,082)$(13,701)$2,502,397 $186,162 $2,688,559 
  
 The accompanying notes are an integral part of these consolidated financial statements.
7
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THE MACERICH COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
(Unaudited)
For the Six Months Ended June 30,
 20202019
Cash flows from operating activities:  
Net (loss) income$(17,996) $22,790  
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:  
Loss on extinguishment of debt, net—  351  
Loss on sale or write down of assets, net40,570  15,375  
Depreciation and amortization165,751  167,371  
Amortization of premium on mortgage notes payable(464) (464) 
Amortization of share and unit-based plans7,493  7,433  
Straight-line rent and amortization of above and below market leases1,353  (7,452) 
Provision for doubtful accounts28,690  3,833  
Income tax (benefit) expense(1,790) 1,025  
Equity in loss (income) of unconsolidated joint ventures4,475  (19,500) 
Distributions of income from unconsolidated joint ventures—  460  
Change in fair value of financing arrangement obligation(81,291) (31,522) 
Changes in assets and liabilities, net of dispositions:  
Tenant and other receivables(121,649) 10,286  
Other assets(10,551) (6,668) 
Due from affiliates(5,273) 9,046  
Accounts payable and accrued expenses13,037  935  
Other accrued liabilities(37,737) (8,221) 
Net cash (used in) provided by operating activities(15,382) 165,078  
Cash flows from investing activities:  
Development, redevelopment, expansion and renovation of properties(35,780) (56,298) 
Property improvements(15,787) (18,005) 
Proceeds from repayment of notes receivable—  65,569  
Deferred leasing costs(1,581) (9,530) 
Distributions from unconsolidated joint ventures24,139  91,350  
Contributions to unconsolidated joint ventures(80,413) (96,988) 
Proceeds from sale of assets331  1,015  
Net cash used in investing activities(109,091) (22,887) 
For the Six Months Ended June 30,
 20212020
Cash flows from operating activities:  
Net loss$(71,792)$(17,996)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:  
Loss on sale or write down of assets, net25,210 40,570 
Depreciation and amortization162,603 165,751 
Amortization of premium on mortgage notes payable0 (464)
Amortization of share and unit-based plans7,460 7,493 
Straight-line rent and amortization of above and below market leases(11,318)1,353 
(Recovery of) provision for doubtful accounts(5,907)28,690 
Income tax expense (benefit)9,345 (1,790)
Equity in (income) loss of unconsolidated joint ventures(21,945)4,475 
Change in fair value of financing arrangement obligation(2,302)(81,291)
Changes in assets and liabilities, net of dispositions:  
Tenant and other receivables81,168 (121,649)
Other assets9,480 (10,551)
Due from affiliates(3,200)(5,273)
Accounts payable and accrued expenses(15,426)13,037 
Other accrued liabilities(50,349)(37,737)
Net cash provided by (used in) operating activities113,027 (15,382)
Cash flows from investing activities:  
Development, redevelopment, expansion and renovation of properties(35,560)(35,780)
Property improvements(16,107)(15,787)
Proceeds from repayment of notes receivable1,300 0 
Deferred leasing costs(1,176)(1,581)
Distributions from unconsolidated joint ventures45,978 24,139 
Contributions to unconsolidated joint ventures(39,487)(80,413)
Proceeds from sale of assets149,993 331 
Net cash provided by (used in) investing activities104,941 (109,091)
8
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THE MACERICH COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
(Dollars in thousands)
(Unaudited)
THE MACERICH COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
(Dollars in thousands)
(Unaudited)
THE MACERICH COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
(Dollars in thousands)
(Unaudited)
For the Six Months Ended June 30,For the Six Months Ended June 30,
2020201920212020
Cash flows from financing activities:Cash flows from financing activities:  Cash flows from financing activities:  
Proceeds from mortgages, bank and other notes payableProceeds from mortgages, bank and other notes payable660,000  976,000  Proceeds from mortgages, bank and other notes payable495,000 660,000 
Payments on mortgages, bank and other notes payablePayments on mortgages, bank and other notes payable(16,138) (844,560) Payments on mortgages, bank and other notes payable(1,632,572)(16,138)
Payment on financing arrangement obligation—  (27,944) 
Deferred financing costsDeferred financing costs(189) (2,921) Deferred financing costs(22,228)(189)
Proceeds from finance leaseProceeds from finance lease4,115  —  Proceeds from finance lease0 4,115 
Payments on finance leasesPayments on finance leases(289) (278) Payments on finance leases(1,102)(289)
Net proceeds from stock offeringsNet proceeds from stock offerings791,425 0 
Proceeds from share and unit-based plansProceeds from share and unit-based plans852  819  Proceeds from share and unit-based plans595 852 
Redemption of noncontrolling interestsRedemption of noncontrolling interests(18) (37) Redemption of noncontrolling interests(1)(18)
Contribution from noncontrolling interestsContribution from noncontrolling interests125  410  Contribution from noncontrolling interests124 125 
Dividends and distributionsDividends and distributions(130,537) (244,553) Dividends and distributions(68,542)(130,537)
Net cash provided by (used in) financing activities517,921  (143,064) 
Net increase (decrease) in cash, cash equivalents and restricted cash393,448  (873) 
Net cash (used in) provided by financing activitiesNet cash (used in) provided by financing activities(437,301)517,921 
Net (decrease) increase in cash, cash equivalents and restricted cashNet (decrease) increase in cash, cash equivalents and restricted cash(219,333)393,448 
Cash, cash equivalents and restricted cash, beginning of periodCash, cash equivalents and restricted cash, beginning of period114,216  149,301  Cash, cash equivalents and restricted cash, beginning of period482,659 114,216 
Cash, cash equivalents and restricted cash, end of periodCash, cash equivalents and restricted cash, end of period$507,664  $148,428  Cash, cash equivalents and restricted cash, end of period$263,326 $507,664 
Supplemental cash flow information:Supplemental cash flow information:  Supplemental cash flow information:  
Cash payments for interest, net of amounts capitalizedCash payments for interest, net of amounts capitalized$100,237  $105,346  Cash payments for interest, net of amounts capitalized$113,484 $100,237 
Non-cash investing and financing transactions:Non-cash investing and financing transactions:  Non-cash investing and financing transactions:  
Accrued development costs included in accounts payable and accrued expenses and other accrued liabilitiesAccrued development costs included in accounts payable and accrued expenses and other accrued liabilities$20,564  $49,953  Accrued development costs included in accounts payable and accrued expenses and other accrued liabilities$22,378 $20,564 
Conversion of Operating Partnership Units to common stockConversion of Operating Partnership Units to common stock$11,677  $1,005  Conversion of Operating Partnership Units to common stock$22,218 $11,677 
Accrued receivable of net proceeds from stock offeringAccrued receivable of net proceeds from stock offering$14,629 $0 
The accompanying notes are an integral part of these consolidated financial statements.
9

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 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 June 30, 2020,2021, the Company was the sole general partner of and held a 93%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 7 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 Fashion District Philadelphia and SanTan Village Regional Center.
The Operating Partnership's consolidated VIEs included the following assets and liabilities:
June 30,
2020		December 31,
2019
Assets:  
Property, net$254,415  $254,071  
Other assets20,684  30,049  
Total assets$275,099  $284,120  
Liabilities:  
Mortgage notes payable$219,186  $219,140  
Other liabilities19,935  32,101  
Total liabilities$239,121  $251,241  
June 30,
2021		December 31,
2020
Assets:  
Property, net$475,184 $551,062 
Other assets100,635 97,713 
Total assets$575,819 $648,775 
Liabilities:  
Mortgage notes payable$413,879 $420,233 
Other liabilities59,715 81,266 
Total liabilities$473,594 $501,499 
All intercompany accounts and transactions have been eliminated in the consolidated financial statements.

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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, 2019.2020. 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, 20192020 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 Six Months Ended June 30,
20202019
Beginning of period
Cash and cash equivalents$100,005  $102,711  
Restricted cash14,211  46,590  
Cash, cash equivalents and restricted cash$114,216  $149,301  
End of period
Cash and cash equivalents$497,581  $104,880  
Restricted cash10,083  43,548  
Cash, cash equivalents and restricted cash$507,664  $148,428  

For the Six Months Ended June 30,
20212020
Beginning of period
Cash and cash equivalents$465,297 $100,005 
Restricted cash17,362 14,211 
Cash, cash equivalents and restricted cash$482,659 $114,216 
End of period
Cash and cash equivalents$194,028 $497,581 
Restricted cash69,298 10,083 
Cash, cash equivalents and restricted cash$263,326 $507,664 

COVID-19 Pandemic:
OnIn March 11, 2020, the novel coronavirus ("COVID-19")COVID-19 outbreak was declared a pandemic by the World Health Organization. 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. Following staggered re-openings during 2020, all Centers have been open and operating since October 7, 2020. The majoritygovernments in the markets in which the Company operates continued to lift the COVID-19 related mandated restrictions throughout the second quarter of 2021 and essentially all of these markets reached a full economic re-opening during the Company’s properties are now open, other than two mallsquarter, including in the Company's key markets of California and New York, City, and nine indoor California malls that had previously re-openedwhich were the most capacity-restricted markets upon re-opening in May and early June 2020, but were closed for a second time in July 2020 pursuant to a statewide mandate. The Company continues to work with all its stakeholders to mitigate the impact of COVID-19.2020.
COVID-19 Lease Accounting:
In April 2020, the Financial Accounting Standards Board 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 Accounting Standards Codification ("ASC") 842, "Leases" ("the lease modification accounting framework"). 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. 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. The Company's adoptionCompany has elected to apply the lease modification accounting framework to lease concessions that include the abatement of the Q&A guidance did not have a material impact on the Company’srent in its consolidated financial statements for the three and six months ended June 30, 2020.



2021.

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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 and six months ended June 30, 20202021 and 20192020 (shares in thousands):
 For the Three Months Ended June 30,For the Six Months Ended June 30,
 2020201920202019
Numerator    
Net (loss) income$(26,727) $13,947  $(17,996) $22,790  
Less net loss attributable to noncontrolling interests(1,611) (1,787) (402) (768) 
Net (loss) income attributable to the Company(25,116) 15,734  (17,594) 23,558  
Allocation of earnings to participating securities(297) (291) (619) (573) 
Numerator for basic and diluted EPS—net (loss) income attributable to common stockholders$(25,413) $15,443  $(18,213) $22,985  
Denominator    
Denominator for basic and diluted EPS—weighted average number of common shares outstanding(1)144,102  141,344  142,769  141,303  
EPS—net (loss) income attributable to common stockholders    
Basic and diluted$(0.18) $0.11  $(0.13) $0.16  
 For the Three Months Ended June 30,For the Six Months Ended June 30,
 2021202020212020
Numerator    
Net loss$(4,062)$(26,727)$(71,792)$(17,996)
Less net income (loss) attributable to noncontrolling interests7,703 (1,611)3,577 (402)
Net loss attributable to the Company(11,765)(25,116)(75,369)(17,594)
Allocation of earnings to participating securities(214)(297)(429)(619)
Numerator for basic and diluted EPS—net loss attributable to common stockholders$(11,979)$(25,413)$(75,798)$(18,213)
Denominator    
Denominator for basic and diluted EPS—weighted average number of common shares outstanding(1)205,757 144,102 182,299 142,769 
EPS—net loss attributable to common stockholders    
Basic and diluted$(0.06)$(0.18)$(0.42)$(0.13)
(1)     Diluted EPS excludes 94,619103,235 and 90,619 convertible preferred partnership units94,619 for the three months ended June 30, 20202021 and 2019,2020, respectively, and 103,235 and 92,619 and 90,619convertible preferred partnership units for the six months ended June 30, 20202021 and 2019,2020, respectively, as their impact was antidilutive. Diluted EPS also excludes 10,504,4529,818,495 and 10,415,27810,504,452 Operating Partnership units ("OP Units") for the three months ended June 30, 20202021 and 2019,2020, respectively, and 10,491,13810,334,235 and 10,415,23410,491,138 OP Units for the six months ended June 30, 20202021 and 2019,2020, respectively, as their impact was antidilutive.

4. Investments in Unconsolidated Joint Ventures:
The Company has made the following recent financings of its unconsolidated joint ventures:
On July 25, 2019, the Company's joint venture in Fashion District Philadelphia amended the existing term loan on the joint venture to allow for additional borrowings up to $100,000 at LIBOR plus 2%. Concurrent with the amendment, the joint venture borrowed an additional $26,000. On August 16, 2019, the joint venture borrowed an additional $25,000. The Company used its share of the additional proceeds to pay down its line of credit and for general corporate purposes.
On September 12, 2019,November 17, 2020, the Company’s joint venture in Tysons TowerVITA, the residential tower at Tysons Corner Center, placed a new $190,000$95,000 loan on the property that bears interest at an effective rate of 3.38%3.43% and matures on November 11, 2029.December 1, 2030. Initial loan funding for the Company’s joint venture was $90,000 with future advance potential of up to $5,000. The Company used its share of the initial proceeds to pay down its line of credit and$45,000 for general corporate purposes.
On December 18, 2019,10, 2020, the Company made a loan (the “Partnership Loan”) to the Company’s joint venture in One Westside placedFashion District Philadelphia to fund the entirety of a $414,600 construction$100,000 repayment to reduce the mortgage loan on the redevelopment project. TheFashion District Philadelphia from $301,000 to $201,000. This mortgage loan now matures on January 22, 2024, including a one-year extension option, and bears interest at LIBOR plus 1.70%3.5%, which can be reduced towith a LIBOR plus 1.50% upon the completionfloor of certain conditions, and matures on December 18, 2024. This loan is expected to fund0.50%. The partnership agreement for the joint venture's remaining costventure was amended in connection with the Partnership Loan, and pursuant to complete the project.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. 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. Effective December 10, 2020, the Company has consolidated the results of the joint venture into the consolidated financial statements of the Company.

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. 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.
12
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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 31, 2020, the Company and its joint venture partner in MS Portfolio LLC entered into a distribution agreement. The joint venture owned 9 properties, including the former Sears parcels at the South Plains Mall and the Arrowhead Towne Center. 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. The joint venture partners agreed that the distributed properties were of equal value. The Company now owns 100% of the former Sears parcel at South Plains Mall. Effective December 31, 2020, the Company consolidated its 100% interest in the Sears parcel at South Plains Mall in its consolidated financial statements.
On March 29, 2021, concurrent with the sale of Paradise Valley Mall (see Note 15 – 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.
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:
June 30,
2020		December 31,
2019
Assets(1):  
Property, net$9,391,727  $9,424,591  
Other assets804,103  772,116  
Total assets$10,195,830  $10,196,707  
Liabilities and partners' capital(1):  
Mortgage and other notes payable$6,113,603  $6,144,685  
Other liabilities496,205  565,412  
Company's capital1,935,289  1,904,145  
Outside partners' capital1,650,733  1,582,465  
Total liabilities and partners' capital$10,195,830  $10,196,707  
Investments in unconsolidated joint ventures:  
Company's capital$1,935,289  $1,904,145  
Basis adjustment(2)(474,686) (492,350) 
$1,460,603  $1,411,795  
Assets—Investments in unconsolidated joint ventures$1,568,878  $1,519,697  
Liabilities—Distributions in excess of investments in unconsolidated joint ventures(108,275) (107,902) 
$1,460,603  $1,411,795  

June 30,
2021		December 31,
2020
Assets(1):  
Property, net$8,796,400 $8,721,551 
Other assets815,642 774,583 
Total assets$9,612,042 $9,496,134 
Liabilities and partners' capital(1):  
Mortgage and other notes payable$6,044,153 $5,942,478 
Other liabilities391,762 397,483 
Company's capital1,710,793 1,711,944 
Outside partners' capital1,465,334 1,444,229 
Total liabilities and partners' capital$9,612,042 $9,496,134 
Investments in unconsolidated joint ventures:  
Company's capital$1,710,793 $1,711,944 
Basis adjustment(2)(465,273)(479,678)
$1,245,520 $1,232,266 
Assets—Investments in unconsolidated joint ventures$1,370,299 $1,340,647 
Liabilities—Distributions in excess of investments in unconsolidated joint ventures(124,779)(108,381)
$1,245,520 $1,232,266 
(1)     These amounts include assets of $2,900,500$2,821,851 and $2,932,401$2,857,757 of Pacific Premier Retail LLC (the "PPR Portfolio") as of June 30, 20202021 and December 31, 2019,2020, respectively, and liabilities of $1,702,957$1,673,662 and $1,732,976$1,687,042 of the PPR Portfolio as of June 30, 20202021 and December 31, 2019,2020, respectively.
(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. The amortization of this difference was $3,729$2,420 and $5,271$3,729 for thethree months ended June 30, 20202021 and 2019,2020, respectively, and $7,728$4,663 and $9,810$7,728 for the six months ended June 30, 2021 and 2020, and 2019, respectively.

13
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)
Combined and Condensed Statements of Operations of Unconsolidated Joint Ventures:

PPR PortfolioOther Joint VenturesTotalPPR PortfolioOther
Joint
Ventures		Total
Three Months Ended June 30, 2021Three Months Ended June 30, 2021   
Revenues:Revenues:   
Leasing revenueLeasing revenue$41,234 $150,465 $191,699 
OtherOther37 32,884 32,921 
Total revenuesTotal revenues41,271 183,349 224,620 
Expenses:Expenses:   
Shopping center and operating expensesShopping center and operating expenses9,896 56,546 66,442 
Leasing expensesLeasing expenses372 1,106 1,478 
Interest expenseInterest expense15,835 36,889 52,724 
Depreciation and amortizationDepreciation and amortization24,582 63,874 88,456 
Total expensesTotal expenses50,685 158,415 209,100 
Loss on sale or write down of assets, netLoss on sale or write down of assets, net0 (235)(235)
Net (loss) incomeNet (loss) income$(9,414)$24,699 $15,285 
Company's equity in net (loss) incomeCompany's equity in net (loss) income$(3,372)$23,407 $20,035 
Three Months Ended June 30, 2020Three Months Ended June 30, 2020Three Months Ended June 30, 2020   
Revenues:Revenues:Revenues:   
Leasing revenueLeasing revenue$38,806  $139,452  $178,258  Leasing revenue$38,806 $139,452 $178,258 
OtherOther253  (399) (146) Other253 (399)(146)
Total revenuesTotal revenues39,059  139,053  178,112  Total revenues39,059 139,053 178,112 
Expenses:Expenses:Expenses:   
Shopping center and operating expensesShopping center and operating expenses8,240  53,145  61,385  Shopping center and operating expenses8,240 53,145 61,385 
Leasing expensesLeasing expenses290  832  1,122  Leasing expenses290 832 1,122 
Interest expenseInterest expense16,363  36,790  53,153  Interest expense16,363 36,790 53,153 
Depreciation and amortizationDepreciation and amortization24,565  66,095  90,660  Depreciation and amortization24,565 66,095 90,660 
Total operating expenses49,458  156,862  206,320  
Total expensesTotal expenses49,458 156,862 206,320 
Loss on sale or write down of assets, netLoss on sale or write down of assets, net—  (12) (12) Loss on sale or write down of assets, net0 (12)(12)
Net lossNet loss$(10,399) $(17,821) $(28,220) Net loss$(10,399)$(17,821)$(28,220)
Company's equity in net lossCompany's equity in net loss$(3,777) $(10,396) $(14,173) Company's equity in net loss$(3,777)$(10,396)$(14,173)
Three Months Ended June 30, 2019
Revenues:
Leasing revenue$45,346  $172,273  $217,619  
Other435  13,097  13,532  
Total revenues45,781  185,370  231,151  
Expenses:
Shopping center and operating expenses8,470  59,065  67,535  
Leasing expenses373  1,655  2,028  
Interest expense17,043  37,682  54,725  
Depreciation and amortization24,732  76,866  101,598  
Total operating expenses50,618  175,268  225,886  
Loss on sale or write down of assets, net(399) (145) (544) 
Net (loss) income$(5,236) $9,957  $4,721  
Company's equity in net (loss) income$(531) $7,788  $7,257  


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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)
PPR PortfolioOther
Joint
Ventures		TotalPPR PortfolioOther
Joint
Ventures		Total
Six Months Ended June 30, 2021Six Months Ended June 30, 2021   
Revenues:Revenues:   
Leasing revenueLeasing revenue$78,008 $299,781 $377,789 
OtherOther129 49,851 49,980 
Total revenuesTotal revenues78,137 349,632 427,769 
Expenses:Expenses:   
Shopping center and operating expensesShopping center and operating expenses19,263 115,385 134,648 
Leasing expensesLeasing expenses775 2,459 3,234 
Interest expenseInterest expense31,637 74,103 105,740 
Depreciation and amortizationDepreciation and amortization48,887 130,416 179,303 
Total expensesTotal expenses100,562 322,363 422,925 
Loss on sale or write down of assets, netLoss on sale or write down of assets, net0 (181)(181)
Net (loss) incomeNet (loss) income$(22,425)$27,088 $4,663 
Company's equity in net (loss) incomeCompany's equity in net (loss) income$(8,879)$30,824 $21,945 
Six Months Ended June 30, 2020Six Months Ended June 30, 2020   Six Months Ended June 30, 2020   
Revenues:Revenues:   Revenues:   
Leasing revenueLeasing revenue$97,184  $311,696  $408,880  Leasing revenue$97,184 $311,696 $408,880 
OtherOther302  6,492  6,794  Other302 6,492 6,794 
Total revenuesTotal revenues97,486  318,188  415,674  Total revenues97,486 318,188 415,674 
Expenses:Expenses:   Expenses:   
Shopping center and operating expensesShopping center and operating expenses17,881  114,654  132,535  Shopping center and operating expenses17,881 114,654 132,535 
Leasing expensesLeasing expenses763  2,127  2,890  Leasing expenses763 2,127 2,890 
Interest expenseInterest expense32,458  74,930  107,388  Interest expense32,458 74,930 107,388 
Depreciation and amortizationDepreciation and amortization53,182  134,456  187,638  Depreciation and amortization53,182 134,456 187,638 
Total operating expenses104,284  326,167  430,451  
Total expensesTotal expenses104,284 326,167 430,451 
Loss on sale or write down of assets, netLoss on sale or write down of assets, net—  (12) (12) Loss on sale or write down of assets, net0 (12)(12)
Net lossNet loss$(6,798) $(7,991) $(14,789) Net loss$(6,798)$(7,991)$(14,789)
Company's equity in net income (loss)Company's equity in net income (loss)$944  $(5,419) $(4,475) Company's equity in net income (loss)$944 $(5,419)$(4,475)
Six Months Ended June 30, 2019   
Revenues:   
Leasing revenue$91,366  $345,797  $437,163  
Other617  25,161  25,778  
Total revenues91,983  370,958  462,941  
Expenses:   
Shopping center and operating expenses18,142  118,715  136,857  
Leasing expenses840  3,362  4,202  
Interest expense33,994  74,593  108,587  
Depreciation and amortization50,246  141,333  191,579  
Total operating expenses103,222  338,003  441,225  
Loss on sale or write down of assets, net(405) (280) (685) 
Net (loss) income$(11,644) $32,675  $21,031  
Company's equity in net (loss) income$(1,730) $21,230  $19,500  

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

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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 an interest rate cap and four4 interest rate swap agreements to manage the interest rate risk of its floating rate debt. The Company recorded other comprehensive income (loss) related to the marking-to-market of derivative instruments of $1,745$2,739 and $(4,281)$1,745 for the three months ended June 30, 20202021 and 2019,2020, respectively, and $(4,650)$5,433 and $(6,326)$(4,650) for the six months ended June 30, 20202021 and 2019,2020, respectively.
The following derivatives were outstanding at June 30, 2020:2021:
Fair Value
PropertyNotional AmountProductLIBOR RateMaturityJune 30,
2021		December 31,
2020
Santa Monica Place(1)$300,000 Cap4.00 %12/9/2021$0 $0 
The Macerich Partnership, L.P.(1)$400,000 Swaps2.85 %9/30/2021$(2,775)$(8,208)
Fair Value
PropertyNotional AmountProductLIBOR RateMaturityJune 30,
2020		December 31,
2019
Santa Monica Place$300,000  Cap4.00 %12/9/2020$—  $—  
The Macerich Partnership, L.P.$400,000  Swaps2.85 %9/30/2021$(13,701) $(9,051) 
(1)     On April 14, 2021, the Company entered into a new credit facility to replace the existing credit facility (See Note 11 - Bank and Other Notes Payable). Concurrent with entering into the new credit facility, the Company de-designated the Santa Monica Place $300,000 interest rate cap. As a result of the new credit facility and the Santa Monica Place cap de-designation, the notional amounts of the swaps that were previously hedged against the Company’s prior revolving line of credit are now hedged against the Santa Monica Place floating rate debt and a portion of the Green Acres Commons floating rate debt effectively converting the Santa Monica Place loan and a majority of the Green Acres Commons loan to fixed rate debt through September 30, 2021 (See Note 10 – Mortgage Payable).
The above derivative instrumentsderivatives were designated as hedging instrumentsvalued with an aggregate fair value (Level 2 measurement) and were included in 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 each derivative. 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 swap. As a result, the Company determined that its interest rate cap and swap valuations in their entirety are classified in Level 2 of the fair value hierarchy.
6. Property, net:
Property, net consists of the following:
June 30,
2020		December 31,
2019
Land$1,510,368  $1,520,678  
Buildings and improvements6,422,525  6,389,458  
Tenant improvements729,975  726,533  
Equipment and furnishings(1)201,653  230,215  
Construction in progress89,245  126,165  
8,953,766  8,993,049  
Less accumulated depreciation(1)(2,452,247) (2,349,536) 
$6,501,519  $6,643,513  
(1)      Equipment and furnishings and accumulated depreciation include the cost and accumulated amortization of ROU assets in connection with finance leases at June 30, 2020 and December 31, 2019 (See Note 8—Leases).
Depreciation expense was $72,519 and $71,453 for the three months ended June 30, 2020 and 2019, respectively, and $145,205 and $142,170 for the six months ended June 30, 2020 and 2019, respectively.
June 30,
2021		December 31,
2020
Land$1,462,406 $1,538,270 
Buildings and improvements6,332,882 6,620,708 
Tenant improvements733,681 750,250 
Equipment and furnishings(1)190,807 194,231 
Construction in progress253,768 153,253 
8,973,544 9,256,712 
Less accumulated depreciation(1)(2,540,667)(2,562,133)
$6,432,877 $6,694,579 
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THE MACERICH COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share and square foot amounts)
(Unaudited)
6. Property, net: (Continued)

The loss(1)      Equipment and furnishings and accumulated depreciation include the cost and accumulated amortization of ROU assets in connection with finance leases at June 30, 2021 and December 31, 2020 (See Note 8—Leases).
Depreciation expense was $70,762 and $72,519 for the three months ended June 30, 2021 and 2020, respectively, and $142,426 and $145,205 for the six months ended June 30, 2021 and 2020, respectively.
Loss on sale or write-down of assets, net for the three and six months ended June 30, 20202021 and 20192020 consist of the following:
For the Three Months Ended June 30,For the Six Months Ended June 30,
2020201920202019
Write-down of assets(1)(3,907) (9,059) $(40,610) $(15,909) 
Land sales40  —  40  534  
$(3,867) $(9,059) $(40,570) $(15,375) 

For the Three Months Ended June 30,For the Six Months Ended June 30,
2021202020212020
Loss on property sales, net(1)$(10,895)$0 $(6,666)$0 
Write-down of assets(2)(8,754)(3,907)(38,362)(40,610)
Gain on land sales, net(3)15,722 40 19,818 40 
$(3,927)$(3,867)$(25,210)$(40,570)
(1)    Includes $4,229 of gain related to the sale of Paradise Valley Mall (See Note 15-Dispositions).
(2)    Includes impairment loss of $27,281 on Estrella Falls during the six months ended June 30, 2021 and impairment losses of $30,063 on Wilton Mall and $6,640 on Paradise Valley Mall during the six months ended June 30, 2020 and a loss of $2,793 on the write-down of non-real estate assets during the three and six months ended June 30, 2020. The impairment losses were due to the reduction of the estimated holding periods of the properties. The remaining amounts for the three and six months ended June 30, 2020 and 20192021 mainly pertain to the write off of development costs.
(3)    Includes $1,334 related to the sale of Paradise Valley Mall (See Note 15-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 six months ended June 30, 2021 and 2020, 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)
June 30, 2020$140,000  $—  $140,000  $—  
Total Fair Value MeasurementQuoted Prices in Active Markets for Identical AssetsSignificant Other Unobservable InputsSignificant Unobservable Inputs
(Level 1)(Level 2)(Level 3)
June 30, 2020$140,000 $0 $140,000 $0 
June 30, 2021$23,690 $0 $4,720 $18,970 
The fair values relating to the 2020 impairments and a portion of the 2021 impairments were based on sales contracts and are classified within Level 2 of the fair value hierarchy.

 The fair value (Level 3 measurement) related to the 2021 impairment was based upon an income approach, using an estimated terminal capitalization rate, discount rate, and in-place contractual rent and other income. 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 $32,898$22,790 and $4,836$37,545 at June 30, 20202021 and December 31, 2019,2020, respectively. Also included in tenant and other receivables, net are accrued percentage rents of $297$3,819 and $9,618$4,673 at June 30, 20202021 and December 31, 2019,2020, respectively, and a deferred rent receivable due to straight-line rent adjustments of $82,618$117,377 and $82,214$107,003 at June 30, 20202021 and December 31, 2019,2020, 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
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THE MACERICH COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share and square foot amounts)
(Unaudited)
8. Leases: (Continued)

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.
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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 and six months ended June 30, 20202021 and 2019:2020:
For the Three Months Ended June 30,For the Six Months Ended June 30,
2020201920202019
Leasing revenue—fixed payments$150,292  $160,784  $306,339  $326,671  
Leasing revenue—variable payments46,239  52,245  101,826  99,192  
Provision for doubtful accounts(27,777) (2,007) (28,690) (3,833) 
$168,754  $211,022  $379,475  $422,030  

For the Three Months Ended June 30,For the Six Months Ended June 30,
2021202020212020
Leasing revenue—fixed payments$131,512 $150,292 $263,007 $306,339 
Leasing revenue—variable payments56,360 46,239 107,608 101,826 
Recovery of (provision for) doubtful accounts9,115 (27,777)5,907 (28,690)
$196,987 $168,754 $376,522 $379,475 
The following table summarizes the future rental payments to the Company:
Twelve months ending June 30,Twelve months ending June 30, Twelve months ending June 30, 
2021$436,611  
20222022382,120  2022$386,588 
20232023327,661  2023344,928 
20242024274,629  2024291,702 
20252025216,448  2025236,750 
20262026190,709 
ThereafterThereafter597,091  Thereafter547,608 
$2,234,560  $1,998,285 

Lessee Leases:
The Company has certain properties that are subject to non-cancelable operating leases. The leases expire at various times through 2098, subject in some cases to options to extend the terms of the lease. Certain leases provide for contingent rent payments based on a percentage of base rental income, as defined in the lease. In addition, the Company has 5 finance leases that expire at various times through 2024.
The following table summarizes the lease costs:costs for the three and six months ended June 30, 2021 and 2020:
For the Three Months Ended June 30,For the Six Months Ended June 30,
2020201920202019
Operating lease costs$3,701  $4,862  $7,639  $9,209  
Finance lease costs:
   Amortization of ROU assets476  467  951  932  
   Interest on lease liabilities142  154  284  308  
$4,319  $5,483  $8,874  $10,449  

For the Three Months Ended June 30,For the Six Months Ended June 30,
2021202020212020
Operating lease costs$3,814 $3,701 $7,629 $7,639 
Finance lease costs:
   Amortization of ROU assets478 476 956 951 
   Interest on lease liabilities124 142 343 284 
$4,416 $4,319 $8,928 $8,874 
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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:
June 30, 2020December 31, 2019
Year ending December 31,Operating
Leases		Finance LeasesOperating LeasesFinance Leases
2020$8,860  $2,043  $17,149  $2,106  
202117,004  10,784  17,004  10,441  
202216,867  2,762  16,867  2,418  
202311,055  344  11,055  —  
20249,068  3,085  9,068  —  
Thereafter131,347  —  131,347  —  
Total undiscounted rental payments194,201  19,018  202,490  14,965  
Less imputed interest(101,597) (1,397) (102,085) (1,169) 
Total lease liabilities$92,604  $17,621  $100,405  $13,796  
Weighted average remaining term31.0 years1.3 years31.0 years1.6 years
Weighted average incremental borrowing rate7.7 %3.2 %7.7 %4.2 %
June 30, 2021December 31, 2020
Year ending December 31,Operating
Leases		Finance LeasesOperating LeasesFinance Leases
2021$7,671 $10,785 $14,695 $10,785 
202214,883 2,762 14,558 2,762 
20239,076 344 8,746 344 
20247,094 3,085 6,759 3,085 
20257,136 0 6,796 0 
Thereafter116,918 0 116,660 0 
Total undiscounted rental payments162,778 16,976 168,214 16,976 
Less imputed interest(91,855)(1,701)(94,375)(599)
Total lease liabilities$70,923 $15,275 $73,839 $16,377 
Weighted average remaining term34.8 years0.6 years34.5 years1.1 years
Weighted average incremental borrowing rate7.7 %3.7 %7.7 %3.7 %

9. Deferred Charges and Other Assets, net:
Deferred charges and other assets, net consist of the following:
June 30,
2020		December 31,
2019
Leasing$180,262  $202,540  
Intangible assets:  
In-place lease values62,274  78,171  
Leasing commissions and legal costs16,570  20,518  
Above-market leases55,809  59,916  
Deferred tax assets32,108  30,757  
Deferred compensation plan assets54,571  55,349  
Other assets66,113  60,475  
467,707  507,726  
Less accumulated amortization(1)(202,967) (229,860) 
$264,740  $277,866  

June 30,
2021		December 31,
2020
Leasing$141,627 $162,652 
Intangible assets:  
In-place lease values67,336 74,298 
Leasing commissions and legal costs18,283 21,096 
Above-market leases76,810 80,120 
Deferred tax assets21,422 30,767 
Deferred compensation plan assets63,615 62,874 
Other assets51,272 61,553 
440,365 493,360 
Less accumulated amortization(1)(169,402)(186,401)
$270,963 $306,959 
(1)   Accumulated amortization includes $54,183$43,434 and $66,322$47,249 relating to in-place lease values, leasing commissions and legal costs at June 30, 20202021 and December 31, 2019,2020, respectively. Amortization expense of in-place lease values, leasing commissions and legal costs was $1,996$2,403 and $3,320$1,996 for the three months ended June 30, 20202021 and 2019,2020, respectively, and $5,715$4,606 and $6,525$5,715 for the six months ended June 30, 20202021 and 2019,2020, respectively.

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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:
June 30,
2020		December 31,
2019
Above-Market Leases  
Original allocated value$55,809  $59,916  
Less accumulated amortization(34,785) (35,737) 
$21,024  $24,179  
Below-Market Leases(1)  
Original allocated value$80,275  $90,790  
Less accumulated amortization(47,216) (53,727) 
$33,059  $37,063  

June 30,
2021		December 31,
2020
Above-Market Leases  
Original allocated value$76,810 $80,120 
Less accumulated amortization(33,344)(33,271)
$43,466 $46,849 
Below-Market Leases(1)  
Original allocated value$102,103 $114,790 
Less accumulated amortization(35,342)(43,656)
$66,761 $71,134 
(1)   Below-market leases are included in other accrued liabilities.

10. Mortgage Notes Payable:
Mortgage notes payable at June 30, 20202021 and December 31, 20192020 consist of the following:
Carrying Amount of Mortgage Notes(1)
Property Pledged as CollateralJune 30, 2020December 31, 2019Effective Interest
Rate(2)		Monthly
Debt
Service(3)		Maturity
Date(4)
Chandler Fashion Center(5)$255,266  $255,174  4.18 %$875  2024
Danbury Fair Mall191,499  194,718  5.53 %1,538  2020
Fashion Outlets of Chicago299,153  299,112  4.61 %1,145  2031
Fashion Outlets of Niagara Falls USA(6)104,727  106,398  4.89 %727  2020
Freehold Raceway Mall(5)398,462  398,379  3.94 %1,300  2029
Fresno Fashion Fair323,758  323,659  3.67 %971  2026
Green Acres Commons(7)129,387  128,926  2.88 %252  2021
Green Acres Mall274,193  277,747  3.61 %1,447  2021
Kings Plaza Shopping Center535,156  535,097  3.71 %1,629  2030
Oaks, The185,048  187,142  4.14 %1,064  2022
Pacific View116,572  118,202  4.08 %668  2022
Queens Center600,000  600,000  3.49 %1,744  2025
Santa Monica Place(8)298,192  297,817  1.79 %384  2022
SanTan Village Regional Center219,186  219,140  4.34 %788  2029
Towne Mall20,052  20,284  4.48 %117  2022
Tucson La Encantada62,962  63,682  4.23 %368  2022
Victor Valley, Mall of114,762  114,733  4.00 %380  2024
Vintage Faire Mall249,412  252,389  3.55 %1,256  2026
$4,377,787  $4,392,599     
Carrying Amount of Mortgage Notes(1)
Property Pledged as CollateralJune 30, 2021December 31, 2020Effective Interest
Rate(2)		Monthly
Debt
Service(3)		Maturity
Date(4)
Chandler Fashion Center(5)$255,453 $255,361 4.18 %$875 2024
Danbury Fair Mall(6)182,693 186,741 5.53 %1,538 2021
Fashion District Philadelphia194,602 201,000 4.00 %649 2024
Fashion Outlets of Chicago299,233 299,193 4.61 %1,145 2031
Fashion Outlets of Niagara Falls USA97,901 101,463 6.45 %727 2023
Freehold Raceway Mall(5)398,629 398,545 3.94 %1,300 2029
Fresno Fashion Fair323,957 323,857 3.67 %971 2026
Green Acres Commons(7)29,685 129,847 3.11 %72 2023
Green Acres Commons - Swapped(8)95,000 0 5.60 %444 2023
Green Acres Mall(9)255,764 270,570 3.94 %1,447 2023
Kings Plaza Shopping Center535,670 535,413 3.71 %1,629 2030
Oaks, The179,408 183,108 4.14 %1,064 2022
Pacific View113,212 114,909 4.08 %668 2022
Queens Center600,000 600,000 3.49 %1,744 2025
Santa Monica Place - Swapped(10)298,940 298,566 4.58 %1,082 2022
SanTan Village Regional Center219,277 219,233 4.34 %788 2029
Towne Mall19,569 19,815 4.48 %117 2022
Tucson La Encantada61,026 62,018 4.23 %368 2022
Victor Valley, Mall of114,820 114,791 4.00 %380 2024
Vintage Faire Mall243,269 246,380 3.55 %1,256 2026
$4,518,108 $4,560,810    

(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 $14,248$14,814 and $16,042$14,085 at June 30, 20202021 and December 31, 2019,2020, respectively.
(2)The interest rate disclosed represents the effective interest rate, including the impact of debt premium and deferred finance costs.
20
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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)
(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.
(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).
(6)On September 15, 2020, the Company closed on a loan extension agreement for Danbury Fair Mall. Under the extension agreement, the original loan maturity date of October 1, 2020 was extended to April 1, 2021. The loan includes unamortized debt premium of $309was further extended to October 1, 2021. The loan amount and $773 at June 30, 2020 and December 31, 2019, respectively. The debt premium representsinterest rate are unchanged following the excess ofextension.
(7)On March 25, 2021, the fair valueCompany closed on a two-year extension of the loan overto March 29, 2023. The interest rate is LIBOR plus 2.75% and the principal valueCompany repaid $4,680 of the outstanding loan assumedbalance at acquisition and is amortized into interest expense over the remaining term of the loan in a manner that approximates the effective interest method.
(7)The loan bears interest at LIBOR plus 2.15%. At June 30, 2020 and December 31, 2019, the total interest rate was 2.88% and 4.40%, respectively.closing.
(8)The loan bearsincludes an interest rate swap that effectively converts $95,000 of the outstanding balance to fixed rate debt through September 30, 2021, the expiration of the interest rate swap. This swap was previously hedged against the Company's prior revolving line of credit that was terminated in April 2021 (See Note 5—Derivative Instruments and Hedging Activities).
(9)On January 22, 2021, the Company closed on a one-year extension of the loan to February 3, 2022, which also includes a one-year extension option to February 3, 2023. The interest rate remained unchanged, and the Company repaid $9,000 of the outstanding loan balance at LIBOR plus 1.35%. closing.
(10)The loan includes an interest rate swap that effectively converts $300,000 of the outstanding balance to fixed rate debt through September 30, 2021, the expiration of the interest rate swap. This swap was previously hedged against the Company's prior revolving line of credit that was terminated in April 2021. Additionally, the loan is covered by an interest rate cap agreement that effectively prevents the LIBOR rate from exceeding 4% during the period ending December 9, 20202021 (See Note 5—Derivative Instruments and Hedging Activities). At June 30, 2020 and December 31, 2019, the total interest rate was 1.79% and 3.34%, respectively.
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.
Total interest expense capitalized was $1,361$2,247 and $2,143$1,361 for the three months ended ended June 30, 20202021 and 2019,2020, respectively, and $2,656$3,709 and $4,853$2,656 for the six months ended June 30, 20202021 and 2019,2020, respectively.
The estimated fair value (Level 2 measurement) of mortgage notes payable at June 30, 20202021 and December 31, 20192020 was $4,421,744$4,433,143 and $4,427,790,$4,459,797, 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.
11. Bank and Other Notes Payable:
Bank and other notes payable consist of the following:
LineCredit Facility:
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 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. The revolving loan facility can be expanded up to $800,000, subject to receipt of Credit:lender commitments and other conditions. Concurrently with entering into the new credit agreement, the Company drew the $175,000 term loan in its entirety and drew $320,000 of the amount available under the revolving loan facility. 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. All obligations under the 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 LIBOR plus a spread of 2.25% to 3.25% depending on the Company’s overall leverage level. As of
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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: (Continued)
June 30, 2021, the borrowing rate was LIBOR plus 2.25%. As of June 30, 2021, borrowings under the facility were $280,000, less unamortized deferred finance costs of $17,380, for the revolving loan facility at a total interest rate of 3.69% and $104,400 for the term loan facility at a total interest rate of 2.50%. The estimated fair value (Level 2 measurement) of the credit facility at June 30, 2021, was $280,077 for the revolving loan facility and $104,429 for the term loan facility based on a present value model using a credit interest rate spread offered to the Company for comparable debt.
The Company hashad a $1,500,000 revolving line of credit that bearsbore interest at LIBOR plus a spread of 1.30% to 1.90%, depending on the Company's overall leverage level, and was to mature on July 6, 2020. On April 8, 2020, the Company exercised its option to extend the maturity of the facility to July 6, 2021. The line of credit can becould have been expanded, depending on certain conditions, up to a total facility of $2,000,000. The Company anticipates refinancing its revolving line of credit in advance of its maturity date.
Based on the Company's leverage level as of June 30,December 31, 2020, the borrowing rate on the facility was LIBOR plus 1.55%1.65%. On April 14, 2021, the Company repaid the $985,000 of outstanding debt and terminated this credit facility. The Company hashad 4 interest rate swap agreements that effectively convertconverted a total of $400,000 of the outstanding balance from floating rate debt of LIBOR plus 1.55%1.65% to fixed rate debt of 4.30%4.50% until September 30, 2021. These swaps are now hedged against the Santa Monica Place floating rate loan and a portion of the Green Acres Commons floating rate loan effectively converting these loans to fixed rate debt through September 30, 2021 (See Note 5—5 – Derivative Instruments and Hedging Activities)Activities and Note 10 – Mortgage Notes Payable). As of June 30, 2020 and December 31, 2019,2020, borrowings under the prior line of credit werewas $1,480,000 and $820,000, respectively, less unamortized deferred finance costs of $1,365 and $2,623, respectively,$2,460 at a total interest rate of 2.55% and 3.92%, respectively.2.73%. As of June 30, 2020 and December 31, 2019,2020, the Company's availability under the prior line of credit for additional borrowings was $19,719 and $679,719, respectively.$19,719. The estimated fair value (Level 2 measurement) of the line of credit at June 30, 2020 and December 31, 20192020 was $1,490,840 and $826,280, respectively,$1,485,598 based on a present value model using a credit interest rate spread offered to the Company for comparable debt.

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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: (Continued)
Prasada Note:
On March 29, 2013, the Company issued a $13,330 note payable that bore interest at 5.25% and was to mature on May 30, 2021. The note payable was collateralized by a portion of a development reimbursement agreement with the City of Surprise, Arizona. On October 7, 2019, the loan was paid off.
As of June 30, 20202021 and December 31, 2019,2020, 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 1,318,000 square foot regional shopping center in Chandler, Arizona, and Freehold Raceway Mall, a 1,673,0001,552,000 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. The fair value (Level 3 measurement) of the financing arrangement obligation at June 30, 20202021 and December 31, 20192020 was based upon a terminal capitalization rate of 5.5%5.75% and 5.0%5.5%, respectively, a discount rate of 7.0%7.25% and 6.0%7.0%, respectively, and market rents per square foot of $35 to $115.$105. The fair value of the financing arrangement obligation is sensitive to these significant unobservable inputs and a change in these inputs may result in a significantly higher or lower fair value measurement. Distributions to the partner, excluding distributions of excess loan proceeds, and changes in fair value of the financing arrangement obligation are recognized as interest (income) expense in the Company's consolidated statements of operations.
During the three and six months ended June 30, 20202021 and 2019,2020, the Company incurred interest incomeexpense (income) in connection with the financing arrangement as follows:
 For the Three Months Ended June 30,For the Six Months Ended June 30,
 2020201920202019
Distributions equal to the partner's share of net (loss) income$(181) $1,982  $1,283  $3,879  
Distributions in excess of the partner's share of net income281  2,033  2,958  3,953  
Adjustment to fair value of financing arrangement obligation(32,907) (17,258) (81,291) (31,522) 
$(32,807) $(13,243) $(77,050) $(23,690) 

On June 27, 2019, the Company replaced the existing mortgage note payable on Chandler Fashion Center with a new $256,000 loan. In connection with the refinancing transaction, the Company distributed $27,945
 For the Three Months Ended June 30,For the Six Months Ended June 30,
 2021202020212020
Distributions equal to the partner's share of net (loss) income$(1,193)$(181)$(2,425)$1,283 
Distributions in excess of the partner's share of net income5,586 281 9,000 2,958 
Adjustment to fair value of financing arrangement obligation(1,439)(32,907)(2,302)(81,291)
$2,954 $(32,807)$4,273 $(77,050)
22
Table of the excess loan proceeds to its joint venture partner, which was recorded as a reduction to the financing arrangement obligation.Contents
THE MACERICH COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share and square foot amounts)
(Unaudited)
13. Noncontrolling Interests:
The Company allocates net income of the Operating Partnership based on the weighted average ownership interest during the period. The net 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% and 93% ownership interest in the Operating Partnership as of June 30, 20202021 and December 31, 2019.2020, respectively. The remaining 4% and 7% limited partnership interest as of June 30, 20202021 and December 31, 20192020, respectively, 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 June 30, 20202021 and
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THE MACERICH COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share and square foot amounts)
(Unaudited)
13. Noncontrolling Interests: (Continued)
December 31, 2019,2020, the aggregate redemption value of the then-outstanding OP Units not owned by the Company was $93,206$176,635 and $277,524,$117,602, 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 Dividend
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. The dividend consisted of a combination of cash and shares of the Company's common stock. 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.
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. To the extent that more than 20% of cash was elected in the aggregate, the cash portion was prorated. Stockholders who elected to receive the dividend in cash received a cash payment of at least $0.10 per share. Stockholders who did not make an election received 20% in cash and 80% in shares of common stock. 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.
The Company accounted for the stock portion of its distribution as a stock issuance as opposed to a stock dividend. Accordingly, the impact of the shares issued is reflected in the Company's earnings per share calculation on a prospective basis.
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.
During the six months ended June 30, 2021, the Company issued 59,907,761 shares of common stock under the ATM Programs for aggregate gross proceeds of $808,492 and net proceeds of $791,425 after commissions and other transaction costs. In addition, under the ATM Programs, the Company sold additional common shares at the end of the quarter ending June
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THE MACERICH COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share and square foot amounts)
(Unaudited)
14. Stockholders' Equity: (Continued)
30, 2021 for aggregate gross proceeds of $14,927 and net proceeds of $14,629 after commissions, of which the shares settled and the proceeds were received in July 2021. 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). As of June 30, 2021, $176,581 remained available to be sold under the ATM Programs. 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 Programs.
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 ASR 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 six months ended June 30, 20202021 or 2019. At June 30, 2020, there was $278,707 available under the Stock Buyback Program.2020.
15. Dispositions:
On March 29, 2021, the Company sold Paradise Valley Mall in Phoenix, Arizona to a newly formed joint venture for $100,000 resulting in a gain on sale of assets and land of $5,563. Concurrent with the sale, the Company elected to reinvest into the new joint venture at a 5% ownership interest (see Note 4 – Investments in Unconsolidated Joint Ventures). The Company used the proceeds from the sale to pay down its line of credit and for other general corporate purposes.
16. Commitments and Contingencies:
As of June 30, 2020,2021, the Company was contingently liable for $40,814$40,915 in letters of credit guaranteeing performance by the Company of certain obligations relating to the Centers. As of June 30, 2021, $40,600 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 agreements. At June 30, 2020,2021, the Company had $2,203$2,841 in outstanding obligations, which it believes will be settled in the next twelve months.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share and square foot amounts)
(Unaudited)
16.17. 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 June 30,For the Six Months Ended June 30, For the Three Months Ended June 30,For the Six Months Ended June 30,
2020201920202019 2021202020212020
Management feesManagement fees$4,295  $4,670  $8,781  $9,151  Management fees$3,986 $4,295 $7,803 $8,781 
Development and leasing feesDevelopment and leasing fees2,311  3,310  4,395  6,806  Development and leasing fees1,555 2,311 2,985 4,395 
$6,606  $7,980  $13,176  $15,957  $5,541 $6,606 $10,788 $13,176 

Interest incomeexpense (income) from related party transactions includes $32,807$2,954 and $13,243$(32,807) for the three months ended June 30, 20202021 and 2019,2020, respectively, and $77,050$4,273 and $23,690$(77,050) for the six months ended June 30, 20202021 and 2019,2020, respectively, in connection with the Financing Arrangement (See Note 12—Financing Arrangement).
Due from affiliates includes $10,273$4,812 and $6,157$1,612 of unreimbursed costs and fees from unconsolidated joint ventures due to the Management Companies as of June 30, 20202021 and December 31, 2019,2020, respectively.
In addition, due from affiliates included a note receivable from RED/303 LLC ("RED") that bore interest at 5.25% and was to mature on May 30, 2021. Interest income earned on this note was $0 and $46 for the three months ended June 30, 2020 and 2019, respectively, and $0 and $94 for the six months ended June 30, 2020 and 2019, respectively. On October 7, 2019, the note receivable was collected in full. RED is considered a related party because it is a partner in a joint venture development project. The note was collateralized by RED's membership interest in the development project.
Also included in due from affiliates was a note receivable from Lennar Corporation that bore interest at LIBOR plus 2% and was to mature upon the completion of certain milestones in connection with the development of Fashion Outlets of San Francisco. As a result of those milestones not being completed, the Company elected to terminate the development agreement and the note was collected in full on February 13, 2019. Interest income earned on this note was $0 and $1,112 for the six months ended June 30, 2020 and 2019, respectively. Lennar Corporation was considered a related party because it was a joint venture partner in the project.
17.18. Share and Unit-Based Plans:
Under the Long-Term Incentive Plan ("LTIP"), each award recipient is issued a form of units ("LTIP Units") in the Operating Partnership. 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 1-unit for 1-share basis. LTIP Units receive cash dividends based on the dividend amount paid on the common stock of the Company. The LTIP may include both market-indexed awards and service-based awards.
The market-indexed LTIP Units vest over the service period of the award based on certain performance conditions of the Company and 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.

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THE MACERICH COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share and square foot amounts)
(Unaudited)
17. Share and Unit-Based Plans: (Continued)
During the six months ended June 30, 2020, the Company granted the following LTIP Units:
Grant DateUnitsTypeFair Value per LTIP UnitVest Date
1/1/2020154,158  Service-based$26.92  12/31/2022
1/1/2020321,940  Market-indexed$27.80  12/31/2022
3/1/202039,176  Service-based$20.42  2/28/2023
3/1/202037,592  Market-indexed$21.28  2/28/2023
552,866  
The fair value of the market-indexed LTIP Units (Level 3) granted on January 1, 2020 was estimated on the date of grant using a Monte Carlo Simulation model that assumed a risk free interest rate of 1.62% and an expected volatility of 26.08%. The fair value of the market-indexed LTIP Units (Level 3) granted on March 1, 2020 was estimated on the date of grant using a Monte Carlo Simulation model that assumed a risk free interest rate of 0.85% and an expected volatility of 28.34%.
The following table summarizes the activity of the non-vested LTIP Units, phantom stock units and stock units:
 LTIP UnitsPhantom Stock UnitsStock Units
 UnitsValue(1)UnitsValue(1)UnitsValue(1)
Balance at January 1, 2020616,219  $39.04  7,216  $43.29  199,987  $43.59  
Granted552,866  26.59  17,836  20.23  247,872  14.24  
Vested(3,408) 66.02  (15,825) 22.32  (100,076) 45.18  
Forfeited(6,714) 39.66  —  —  (399) 59.04  
Balance at June 30, 20201,158,963  $33.02  9,227  $34.67  347,384  $22.17  
(1) Value represents the weighted average grant date fair value.
The following table summarizes the activity of the stock options outstanding:
 Stock Options
 UnitsValue(1)
Balance at January 1, 202035,565  $57.32  
Granted(2)1,950  54.34  
Exercised—  —  
Balance at June 30, 202037,515  $54.34  
(1) Value represents the weighted average exercise price.
(2) 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).

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THE MACERICH COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share and square foot amounts)
(Unaudited)
17.18. Share and Unit-Based Plans: (Continued)
During the six months ended June 30, 2021, the Company granted the following LTIP Units:
Grant DateUnitsTypeFair Value per LTIP UnitVest Date
1/1/2021576,378 Service-based$10.67 12/31/2023
1/1/20211,005,073 Market-indexed$9.85 12/31/2023
1,581,451 
The fair value of the market-indexed LTIP Units (Level 3) granted on January 1, 2021 was estimated on the date of grant using a Monte Carlo Simulation model that assumed a risk-free interest rate of 0.17% and an expected volatility of 62.82%.
The following table summarizes the activity of the non-vested LTIP Units, phantom stock units and stock units:
 LTIP UnitsPhantom Stock UnitsStock Units
 UnitsValue(1)UnitsValue(1)UnitsValue(1)
Balance at January 1, 2021784,052 $28.11 4,662 $35.35 309,845 $21.47 
Granted1,581,451 10.15 15,556 11.38 165,347 14.55 
Vested(16,467)29.86 (11,160)16.75 (198,937)18.64 
Forfeited0 0 0 0 (987)22.12 
Balance at June 30, 20212,349,036 $16.01 9,058 $17.10 275,268 $19.35 
(1) Value represents the weighted average grant date fair value.
The following table summarizes the activity of the stock options outstanding:
 Stock Options
 UnitsValue(1)
Balance at January 1, 202137,515 $54.34 
Granted0 0 
Exercised0 0 
Balance at June 30, 202137,515 $54.34 
(1) Value represents the weighted average exercise price.

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THE MACERICH COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share and square foot amounts)
(Unaudited)
18. Share and Unit-Based Plans: (Continued)
The following summarizes the compensation cost under the share and unit-based plans:
 For the Three Months Ended June 30,For the Six Months Ended June 30,
 2020201920202019
LTIP Units$3,350  $2,647  $6,564  $6,361  
Stock units694  544  2,896  3,204  
Stock options—  —  —  51  
Phantom stock units166  182  353  422  
$4,210  $3,373  $9,813  $10,038  
 For the Three Months Ended June 30,For the Six Months Ended June 30,
 2021202020212020
LTIP Units$3,586 $3,350 $7,197 $6,564 
Stock units652 694 1,979 2,896 
Stock options0 0 0 0 
Phantom stock units94 166 187 353 
$4,332 $4,210 $9,363 $9,813 
The Company capitalized share and unit-based compensation costs of $941$902 and $1,459$941 for the three months ended June 30, 20202021 and 2019,2020, respectively, and $2,320$1,903 and $2,605$2,320 for the six months ended June 30, 20202021 and 2019,2020, respectively. Unrecognized compensation costs of share and unit-based plans at June 30, 20202021 consisted of $9,782$11,860 from LTIP Units, $3,560$2,661 from stock units and $320$155 from phantom stock units.
18.19. Income Taxes:
The Company has made taxable REIT subsidiary elections for all of its corporate subsidiaries other than its qualified REIT subsidiaries. The elections, effective for the year beginning January 1, 2001 and future years, were made pursuant to Section 856(l) of the Code. The Company's taxable REIT subsidiaries ("TRSs") are subject to corporate level income taxes which are provided for in the Company's consolidated financial statements. The Company's primary TRSs include Macerich Management Company and Macerich Arizona Partners LLC.
The income tax provision of the TRSs are as follows:
 For the Three Months Ended June 30,For the Six Months Ended June 30,
 2020201920202019
Current$207  $172  $439  $172  
Deferred1,317  (851) 1,351  (1,197) 
   Total income tax benefit (expense)$1,524  $(679) $1,790  $(1,025) 
 For the Three Months Ended June 30,For the Six Months Ended June 30,
 2021202020212020
Current$0 $207 $0 $439 
Deferred(7,107)1,317 (9,345)1,351 
   Total income tax (expense) benefit$(7,107)$1,524 $(9,345)$1,790 
The net operating loss ("NOL") carryforwards generated through the 2017 tax year are scheduled to expire through 2037, beginning in 2025. Pursuant to the Tax Cuts and Jobs Act of 2017, NOLs generated in 2018 and subsequent tax years are carried forward indefinitely. The Coronavirus Aid, Relief and Economic Security Act removed the 80% of taxable income limitation, imposed by the Tax Cuts and Jobs Act, for NOLs generated in 2018, 2019 and 2020. Net deferred tax assets of $32,108$21,422 and $30,757$30,767 were included in deferred charges and other assets, net at June 30, 20202021 and December 31, 2019,2020, respectively.
The Company is required to establish a valuation allowance for any portion of the deferred tax asset that the Company concludes is more likely than not to be unrealizable. The Company’s assessment considers all evidence, both positive and negative, including the nature, frequency and severity of any current and cumulative losses, taxable income in carry back years, the scheduled reversal of deferred tax liabilities, tax planning strategies and projected future taxable income in making this assessment. As of June 30, 2021, the Company had 0 valuation allowance recorded.
The tax years 20162017 through 20182019 remain open to examination by the taxing jurisdictions to which the Company is subject. The Company does not expect that the total amount of unrecognized tax benefit will materially change within the next twelve months.
19.20. Subsequent Events:
On July 24, 2020,30, 2021, the Company announced a dividend/distribution of $0.15 per share for common stockholders and OP Unitholders of record on August 19, 2020.2021. All dividends/distributions will be paid 100% in cash on September 8, 2020.

2021.
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Item 2.    Management's Discussion and Analysis of Financial Condition and Results of Operations
IMPORTANT INFORMATION RELATED TO FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q of The Macerich Company (the "Company") contains or incorporates statements that constitute forward-looking statements within the meaning of the federal securities laws. Any statements that do not relate to historical or current facts or matters are forward-looking statements. You can identify some of the forward-looking statements by the use of forward-looking words, such as "may," "will," "could," "should," "expects," "anticipates," "intends," "projects," "predicts," "plans," "believes," "seeks," "estimates," "scheduled" and variations of these words and similar expressions. Statements concerning current conditions may also be forward-looking if they imply a continuation of current conditions. Forward-looking statements appear in a number of places in this Form 10-Q and include statements regarding, among other matters:
•expectations regarding the Company's growth;
•the Company's beliefs regarding its acquisition, redevelopment, development, leasing and operational activities and opportunities, including the performance and financial stability of its retailers;
•the Company's acquisition, disposition and other strategies;
•regulatory matters pertaining to compliance with governmental regulations;
•the Company's capital expenditure plans and expectations for obtaining capital for expenditures;
•the Company's expectations regarding income tax benefits;
•the Company's expectations regarding its financial condition or results of operations; and
•the Company's expectations for refinancing its indebtedness, entering into and servicing debt obligations and entering into joint venture arrangements.
Stockholders are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks, uncertainties and other factors that may cause actual results, performance or achievements of the Company or the industry to differ materially from the Company's future results, performance or achievements, or those of the industry, expressed or implied in such forward-looking statements. Such factors include, among others, general industry, as well as national, regional and local economic and business conditions, which will, among other things, affect demand for retail space or retail goods, availability and creditworthiness of current and prospective tenants, anchor or tenant bankruptcies, closures, mergers or consolidations, lease rates, terms and payments, interest rate fluctuations, availability, terms and cost of financing and operating expenses; adverse changes in the real estate markets including, among other things, competition from other companies, retail formats and technology, risks of real estate development and redevelopment, acquisitions and dispositions; the continuing adverse impact of the novel coronavirus ("COVID-19") on the U.S., regional and global economies and the financial condition and results of operations of the Company and its tenants; the liquidity of real estate investments, governmental actions and initiatives (including legislative and regulatory changes); environmental and safety requirements; and terrorist activities or other acts of violence which could adversely affect all of the above factors. You are urged to carefully review the disclosures we make concerning these risks and other factors that may affect our business and operating results, including those made in "Item 1A. Risk Factors" of this Quarterly Report on Form 10-Q and in our Annual Report on Form 10-K for the year ended December 31, 2019,2020, as well as our other reports filed with the Securities and Exchange Commission (the "SEC"), which disclosures are incorporated herein by reference. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this document. The Company does not intend, and undertakes no obligation, to update any forward-looking information to reflect events or circumstances after the date of this document or to reflect the occurrence of unanticipated events, unless required by law to do so.
Management's Overview and Summary
The Company is involved in the acquisition, ownership, development, redevelopment, management and leasing of regional and community/power shopping centers located throughout the United States. The Company is the sole general partner of, and owns a majority of the ownership interests in, The Macerich Partnership, L.P. (the "Operating Partnership"). As of June 30, 2020,2021, the Operating Partnership owned or had an ownership interest in 4746 regional shopping centers and five community/power shopping centers. These 51 regional and community/power shopping centers and other assets aggregating(which include any related office space) consist of approximately 5150 million square feet of gross leasable area. These 52 regionalarea and community/power shopping centers are referred to hereinafterherein as the "Centers,""Centers". The Centers consist of consolidated Centers ("Consolidated Centers") and unconsolidated joint venture Centers ("Unconsolidated Joint Venture Centers"), unless the context otherwise requires. The property management, leasing and redevelopment of the Company's portfolio is provided by the Company's seven management companies (collectively referred to herein as the "Management Companies"). The Company is a self-administered and self-managed real estate investment trust ("REIT") and conducts all of its operations through the Operating Partnership and the Management Companies.
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The following discussion is based primarily on the consolidated financial statements of the Company for the three and six months ended June 30, 20202021 and 2019.2020. It compares the results of operations for the three months ended June 30, 20202021 to the results of operations for the three months ended June 30, 2019.2020. It also compares the results of operations and cash flows for the six months ended June 30, 20202021 to the results of operations and cash flows for the six months ended June 30, 2019.2020.
This information should be read in conjunction with the accompanying consolidated financial statements and notes thereto.
Financing Activities:Dispositions:
On January 10, 2019,March 29, 2021, the Company replacedsold Paradise Valley Mall in Phoenix, Arizona to a newly formed joint venture for $100 million, resulting in a gain on sale of assets of approximately $5.6 million. Concurrent with the existing loan on Fashion Outlets of Chicago withsale, the Company elected to reinvest into the new joint venture at a new $300.0 million loan that bears interest at an effective rate of 4.61% and matures on February 1, 2031.5% ownership interest. The Company used the $95.3 million of net proceeds from the sale to pay down its line of credit (See "Liquidity and for general corporate purposes.Capital Resources").
On February 22, 2019, the Company’s joint venture in The Shops at Atlas Park entered into an agreement to increase the total borrowing capacity of the existing loan on the property from $57.8 million to $80.0 million, and to extend the maturity date to October 28, 2021, including extension options. Concurrent with the loan modification, the joint venture borrowed an additional $18.4 million. The Company used its $9.2 million share of the additional proceeds to pay down its line of credit and for general corporate purposes.
On June 3, 2019, the Company’s joint venture in SanTan Village Regional Center replaced the existing loan on the property with a new $220.0 million loan that bears interest at an effective rate of 4.34% and matures on July 1, 2029. The Company used its share of the additional proceeds to pay down its line of credit and for general corporate purposes.
On June 27, 2019, the Company replaced the existing loan on Chandler Fashion Center with a new $256.0 million loan that bears interest at an effective rate of 4.18% and matures on July 5, 2024. The Company used its share of the additional proceeds to pay down its line of credit and for general corporate purposes.
On July 25, 2019, the Company's joint venture in Fashion District Philadelphia amended the existing term loan on the joint venture to allow for additional borrowings up to $100.0 million at LIBOR plus 2.00%. Concurrent with the amendment, the joint venture borrowed an additional $26.0 million. On August 16, 2019, the joint venture borrowed an additional $25.0 million. The Company used its share of the additional proceeds to pay down its line of credit and for general corporate purposes.Financing Activities:
On September 12, 2019,15, 2020, the Company closed on a loan extension agreement for the $191.0 million loan on Danbury Fair Mall. Under the extension agreement, the original loan maturity date of October 1, 2020 was extended to April 1, 2021. The loan was further extended to October 1, 2021. The loan amount and interest rate are unchanged following the extensions.
On November 17, 2020, the Company’s joint venture in Tysons TowerVITA, the residential tower at Tysons Corner Center, placed a new $190.0$95.0 million loan on the property that bears interest at an effective rate of 3.38%3.43% and matures on November 11, 2029.December 1, 2030. Initial loan funding for the Company's joint venture was $90.0 million with future advance potential of up to $5.0 million. The Company used its share of the initial proceeds to pay down its line of credit and for general corporate purposes.
On October 17, 2019, the Company’s joint venture in West Acres placed a construction loan on the property that allows for borrowing of up to $6.5$45.0 million bears interest at an effective rate of 3.72% and matures on October 10, 2029. The joint venture intends to use the proceeds from the loan to fund the expansion of the property.
On December 3, 2019, the Company replaced the existing loan on Kings Plaza Shopping Center with a new $540.0 million loan that bears interest at an effective rate of 3.71% and matures on January 1, 2030. The Company used the additional proceeds to pay down its line of credit and for general corporate purposes.
On December 18, 2019,10, 2020, the Company made a loan (the “Partnership Loan”) to the Company’s joint venture in One Westside placedFashion District Philadelphia to fund the entirety of a $414.6$100.0 million constructionrepayment to reduce the mortgage loan on the redevelopment project (See "RedevelopmentFashion District Philadelphia from $301.0 million to $201.0 million. This mortgage loan now matures on January 22, 2024, assuming exercise of a one-year extension option, and Development Activities"). The loan bears interest at LIBOR plus 1.70%3.5%, with a LIBOR floor of 0.50%. 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.
On December 15, 2020, the Company closed on a loan extension agreement for the $101.5 million loan on Fashion Outlets of Niagara. Under the extension agreement the original loan maturity date of October 6, 2020 was extended to October 6, 2023. The loan amount and interest rate are unchanged following the extension.
On December 29, 2020, the Company’s joint venture closed on a one-year maturity date extension for the FlatIron Crossing loan to January 5, 2022. The interest rate increased from 3.85% to 4.10%, and the Company’s joint venture repaid $15.0 million, $7.6 million at the Company's pro rata share, of the outstanding loan balance at closing.
On January 22, 2021, the Company closed on a one-year extension for the Green Acres Mall $258.2 million loan to February 3, 2022, which can be reducedalso includes a one-year extension option to February 3, 2023. The interest rate remained unchanged, and the Company repaid $9 million of the outstanding loan balance at closing.
On March 25, 2021, the Company closed on a two-year extension for the Green Acres Commons $124.6 million loan to March 29, 2023. The interest rate is LIBOR plus 1.50% upon2.75% and the completion of certain conditions, and matures on December 18, 2024. The joint venture intends to use the loan proceeds to fund the completionCompany repaid $4.7 million of the project.outstanding loan balance at closing.
During the second quarter of 2020 and in July 2020, the Company secured agreements with its mortgage lenders on 19 mortgage loans to defer approximately $47.2 million of both second and third quarter of 2020 debt service payments at the Company’s pro rata share during the COVID-19 pandemic. Of the deferred payments, $37.1$28.1 million is repayable byand $36.9 million was repaid in the end ofthree months and twelve months ended December 31, 2020, withrespectively; and the remaining balance repayable inwas fully repaid during the first quarter of 2021.
On April 14, 2021, the Company terminated its existing credit facility and entered into a new credit agreement, which provides for an aggregate $700 million facility, including a $525 million revolving loan facility that matures on April 14, 2023, with a one-year extension option, and a $175 million term loan facility that matures on April 14, 2024 (See "Liquidity and Capital Resources").



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Redevelopment and Development Activities:
The Company's joint venture with Hudson Pacific Properties is redeveloping One Westside into 584,000 square feet of creative office space and 96,000 square feet of dining and entertainment space. The entire creative office space has been leased to Google and is expected to be completed in 2022. The total cost of the project is estimated to be between $500.0 million and $550.0 million, with $125.0 million to $137.5 million estimated to be the Company's pro rata share. The Company has funded
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$61.9 $93.7 million of the total $247.7$374.8 million incurred by the joint venture as of June 30, 2020.2021. The joint venture expects to fund the remaining costs of the development with its new $414.6 million construction loan (See "Financing Activities").
The Company has a 50/50 joint venture with Simon Property Group to develop Los Angeles Premium Outlets, a premium outlet center in Carson, California that is planned to open with approximately 400,000 square feet, followed by an additional 165,000 square feet in the second phase. The Company has funded $36.1$40.4 million of the total $72.1$80.8 million incurred by the joint venture as of June 30, 2020.2021.
In connection with the closures and lease rejections of several Sears stores owned or partially owned by the Company, the Company anticipates spending between $130.0 million to $160.0 million at the Company’s pro rata share to redevelop the Sears stores. The anticipated openings of such redevelopments are expected to occur over several years. The estimated range of redevelopment costs could increase if the Company or its joint venture decides to expand the scope of the redevelopments. The Company has funded $34.3$39.4 million at its pro rata share as of June 30, 2020.2021.
Other Transactions and Events:
OnIn March 11, 2020, the COVID-19 outbreak was declared a pandemic by the World Health Organization. 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. Following staggered re-openings during 2020, all Centers have been open and operating since October 7, 2020. As of August 7,the date of this Quarterly Report on Form 10-Q, government-imposed capacity restrictions resulting from COVID-19 have been essentially eliminated across the Company's markets.
On December 31, 2020, the majorityCompany and its joint venture partner, Seritage Growth Properties (“Seritage”), entered into a distribution agreement. The joint venture owned nine properties, including the former Sears parcels at the South Plains Mall and the Arrowhead Towne Center. 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 Seritage. The joint venture partners agreed that the distributed properties were of equal value. The Company now owns 100% of the Company’s properties are now open, other than Queens Center and Kings Plazaformer Sears parcel at South Plains Mall. Effective December 31, 2020, the Company consolidates its 100% interest in New York City, which have been closed since March 2020, and nine indoor California malls that had previously re-openedthe Sears parcel at South Plains Mall in May and early June 2020, but were closed for a second time in July 2020 pursuant to a statewide mandate. Those nine California malls include Fresno Fashion Fair, Inland Center, Lakewood Center, Los Cerritos Center, Stonewood Mall, The Mall at Victor Valley, The Oaks, Pacific View and Vintage Faire Mall. The duration of the nine recent California center closures is yet undetermined.
The Company continues to work with all of its stakeholders to mitigate the impact of COVID-19. The Company has developed and implemented a long list of operational protocols based on Centers for Disease Control and Prevention (“CDC”) recommendations designed to ensure the safety of its employees, tenants, service providers and shoppers. Those measures include among others: the use of sophisticated air filtration systems to increase air circulation and outside air flow and ventilation, significantly intensified cleaning and sanitizing procedures with special focus on high-touch and traffic areas, highly visible and accessible self-service sanitizing stations, providing masks at all properties as needed and requiring mask-wearing at nearly all properties in compliance with state and local requirements, touchless entries, social distance queuing including the use of digital technologies, path of travel guidelines including vertical transportation and deliveries, furniture placement and the use of sophisticated traffic-counting technology to ensure that its properties adhere to any relevant regulatory capacity constraints. The Company’s indoor properties feature vast interior common areas, most with two to three story ceiling clearances, ample floor space and a comfortable environment to practice effective social distancing even during peak retail periods. The Company provides round-the-clock security to enforce policies and regulations, to discourage congregation and to encourage proper distancing. Each property deploys robust messaging to inform all of the Company’s stakeholders of its operating standards and requirements within a multi-media platform that includes abundant on premise signage, digital and social messaging, and information within its property and corporate websites. The Company believes that, due to the quality of design and construction of its malls, it will be able to continue to provide a safe indoor environment for its employees, tenants, service providers and shoppers. While the Company will incur some incremental costs associated with COVID-19 operating protocols and programs, it does not anticipate these incremental costs will be significant.
While the ultimate adverse impact of this outbreak is unknown at this time, the Company’sconsolidated financial condition and the results of its operations have been negatively impacted, as tenants delayed rent payments during the second quarter of 2020 and some tenants have continued to request delayed or reduced rent payments for July and beyond. See "Outlook" in Results of Operations for a further discussion of the forward-looking impact of COVID-19 and the Company's strategic plan to mitigate the anticipated negative impact on its financial condition and results of operations.statements.
In March 2020, the Company declared a reduced second quarter dividend of $0.50 per share of its common stock, which was paid on June 3, 2020 in a combination of cash and shares of common stock, at the election of the stockholder, subject to a limitation that the aggregate amount of cash payable to holders of the Company’s common stock would not exceed 20% of the aggregate amount of the dividend, or $0.10 per share, for all stockholders of record on April 22, 2020. The amount of the dividend representsrepresented a reduction from the Company’s first quarter 2020 dividend, and was paid in a combination of cash and shares of common stock to preserve liquidity in light of the impact and uncertainty arising out of the COVID-19 outbreak. On July 24, 2020, thepandemic. The Company declared a further reduced cash dividend of $0.15 per share of its common stock for the third and fourth quarters of 2020 and for the first and second quarters of 2021. On July 30, 2021, the Company declared a third quarter cash dividend of $0.15 per share of its common stock, which will be paid on September 8, 20202021 to stockholders of record on August 19, 2020. The Company may continue to pay dividends at reduced levels during the remainder of 2020 and beyond.2021. The dividend amount will be reviewed by the Board on a quarterly basis.
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 million under each of the February 2021 ATM Program and the March 2021 ATM Program, or a total of $1 billion under the ATM Programs.
See “Liquidity and Capital Resources” for a further discussion of the Company’s anticipated liquidity needs, and the measures taken by the Company to meet those needs.
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needs, including the ATM Programs and the Company's new credit facility.
Inflation:
In the last five years, inflation has not had a significant impact on the Company because of a relatively low inflation rate. Most of the leases at the Centers have rent adjustments periodically throughout the lease term. These rent increases are either in fixed increments or based on using an annual multiple of increases in the Consumer Price Index. In addition, approximately 5% 3%

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to 15%18% of the leases for spaces 10,000 square feet and under expire each year, which enables the Company to replace existing leases with new leases at higher base rents if the rents of the existing leases are below the then existing market rate. The Company has generally entered into leases that require tenants to pay a stated amount for operating expenses, generally excluding property taxes, regardless of the expenses actually incurred at any Center, which places the burden of cost control on the Company. Additionally, certain leases require the tenants to pay their pro rata share of operating expenses.
Critical Accounting Policies
The preparation of financial statements in conformity with generally accepted accounting principles ("GAAP") in the United States of America 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. Actual results could differ from those estimates.
Some of these estimates and assumptions include judgments on revenue recognition, estimates for common area maintenance and real estate tax accruals, provisions for uncollectible accounts, impairment of long-lived assets, the allocation of purchase price between tangible and intangible assets, capitalization of costs and fair value measurements. The Company's significant accounting policies are described in more detail in Note 2—Summary of Significant Accounting Policies in the Company's Notes to the Consolidated Financial Statements. However, the following policies are deemed to be critical.
Acquisitions:
Upon the acquisition of real estate properties, the Company evaluates whether the acquisition is a business combination or asset acquisition. For both business combinations and asset acquisitions, the Company allocates the purchase price of properties to acquired tangible assets and intangible assets and liabilities. For asset acquisitions, the Company capitalizes transaction costs and allocates the purchase price using a relative fair value method allocating all accumulated costs. For business combinations, the Company expenses transaction costs incurred and allocates purchase price based on the estimated fair value of each separately identified asset and liability. The Company allocates the estimated fair value of acquisitions to land, building, tenant improvements and identified intangible assets and liabilities, based on their estimated fair values. In addition, any assumed mortgage notes payable are recorded at their estimated fair values. The estimated fair value of the land and buildings is determined utilizing an “as if vacant” methodology. 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. The tenant improvements are classified as an asset under property and are depreciated over the remaining lease terms. Identifiable intangible assets and liabilities relate to the value of in-place operating leases which come in three forms: (i) leasing commissions and legal costs, which represent the value associated with “cost avoidance” of acquiring in-place leases, such as lease commissions paid under terms generally experienced in the Company's markets; (ii) value of in-place leases, which represents the estimated loss of revenue and of costs incurred for the period required to lease the “assumed vacant” property to the occupancy level when purchased; and (iii) above or below-market value of in-place leases, which represents the difference between the contractual rents and market rents at the time of the acquisition, discounted for tenant credit risks. Leasing commissions and legal costs are recorded in deferred charges and other assets and are amortized over the remaining lease terms. The value of in-place leases are recorded in deferred charges and other assets and amortized over the remaining lease terms plus any below-market fixed rate renewal options. Above or below-market leases are classified in deferred charges and other assets or in other accrued liabilities, depending on whether the contractual terms are above or below-market, and the asset or liability is amortized to minimum rents over the remaining terms of the leases. The remaining lease terms of below-market leases may include certain below-market fixed-rate renewal periods. In considering whether or not a lessee will execute a below-market fixed-rate lease renewal option, the Company evaluates economic factors and certain qualitative factors at the time of acquisition such as tenant mix in the Center, the Company's relationship with the tenant and the availability of competing tenant space.
Remeasurement gains and losses are recognized when the Company becomes the primary beneficiary of an existing equity method investment that is a variable interest entity to the extent that the fair value of the existing equity investment exceeds the carrying value of the investment, and remeasurement losses to the extent the carrying value of the investment exceeds the fair value. The initial allocation of purchase pricefair value is determined based on management's preliminary assessment, which may change when final information becomes available. Subsequent adjustments made toa discounted cash flow model, with the initial purchase price allocation are made within the allocation period, which does not exceed one year. The purchase price allocation is described as preliminary if it is not yet final. The use of different assumptions in the allocation of the purchase price of the acquired assetssignificant unobservable inputs including discount rate, terminal capitalization rate and liabilities assumed could affect the timing of recognition of the related revenues and expenses.
The Company immediately expenses costs associated with business combinations as period costs and capitalizes costs associated with asset acquisitions.market rents.
Asset Impairment:
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. Such factors include projected rental revenue, operating costs and capital expenditures as well as estimated holding periods and capitalization rates. If an impairment indicator exists, the determination of recoverability is made based upon the estimated undiscounted future net cash flows, excluding interest expense. The amount of impairment loss, if any, is determined by
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comparing the fair value, as determined by a discounted cash flows analysis or a contracted sales price, with the carrying value of the related assets. The Company generally holds and operates its properties long-term, which decreases the likelihood of their carrying values not being recoverable. A shortened holding period increases the risk that the carrying value of a long-lived asset is not recoverable. Properties classified as held for sale are measured at the lower of the carrying amount or fair value less cost to sell.
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.
Fair Value of Financial Instruments:
The fair value hierarchy distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity and the reporting entity's own assumptions about market participant assumptions. Level 1 inputs utilize quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs may include quoted prices for similar assets and liabilities in active markets, as well as inputs that are observable for the asset or liability (other than quoted prices), such as interest rates, foreign exchange rates and yield curves that are observable at commonly quoted intervals. Level 3 inputs are unobservable inputs for the asset or liability, which is typically based on an entity's own assumptions, as there is little, if any, related market activity. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company's assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability.
The Company calculates the fair value of financial instruments and includes this additional information in the Notes to the Consolidated Financial Statements when the fair value is different than the carrying value of those financial instruments. When the fair value reasonably approximates the carrying value, no additional disclosure is made.
The Company records its Financing Arrangement (See Note 12—Financing Arrangement in the Company's Notes to the Consolidated Financial Statements) obligation at fair value on a recurring basis with changes in fair value being recorded as interest expense in the Company’s consolidated statements of operations. The fair value is determined based on a discounted cash flow model, with the significant unobservable inputs including the multiple of net operating income, discount rate, terminal capitalization rate, and market rents. 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.
Results of Operations
Many of the variations in the results of operations, discussed below, occurred because of the transactions affecting the Company's properties described in Management's Overview and Summary above, including the Redevelopment Properties and the Disposition PropertiesProperty (as defined below).
For purposes of the discussion below, the Company defines "Same Centers" as those Centers that are substantially complete and in operation for the entirety of both periods of the comparison. Non-Same Centers for comparison purposes include those Centers or properties that are going through a substantial redevelopment often resulting in the closing of a portion of the Center (“Redevelopment Properties”), those properties that have recently transitioned to or from equity method joint ventures to or from consolidated assets ("JV Transition Centers") and properties that have been disposed of ("Disposition Properties"Property"). The Company moves a Center in and out of Same Centers based on whether the Center is substantially complete and in operation for the entirety of both periods of the comparison. Accordingly, the Same Centers consist of all consolidated Centers, excluding the Redevelopment Properties, the JV Transition Centers and the Disposition Properties,Property, for the periods of comparison.
For the comparison of the three and six months ended June 30, 20202021 to the three and six months ended June 30, 2019,2020, the Redevelopment PropertiesJV Transition Centers are Paradise Valley MallFashion District Philadelphia and certain ground up developments.Sears South Plains. For the comparison of the three and six months ended June 30, 20202021 to the three and six months ended June 30, 2019, there are no2020, the Disposition Properties.Property is Paradise Valley Mall.
Unconsolidated joint ventures are reflected using the equity method of accounting. The Company's pro rata share of the results from these Centers is reflected in the Consolidated Statements of Operations as equity in income of unconsolidated joint ventures.

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The Company considers tenant annual sales, per square foot (for tenants in place for a minimum of twelve months or longer and 10,000 square feet and under), occupancy rates (excluding large retail stores or "Anchors") and releasing spreads (i.e. a comparison of initial average base rent per square foot on leases executed during the trailing twelve months to average
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base rent per square foot at expiration for the leases expiring during the trailing twelve months based on the spaces 10,000 square feet and under) to be key performance indicators of the Company's internal growth.
TenantPortfolio monthly comparable tenant sales perfrom spaces less than 10,000 square foot decreased from $776 for the twelve months ended June 30,feet continued to improve, with April 2021 portfolio comparable tenant sales exceeding pre-COVID April 2019 to $774 for the twelve months ended June 30, 2020. Given the widespread closure of the majority of the Company's tenants during April and portions ofsales by 9.9%, May 2021 portfolio comparable tenant sales surpassing pre-COVID May 2019 sales by 15.2% and June 2020 as a result of COVID-19 (See "Other Transactions and Events" in Management's Overview and Summary), the2021 portfolio comparable tenant sales metric is computedsurpassing pre-COVID June 2019 sales by 14.9%. During the second quarter of 2021, comparable tenant sales from spaces less than 10,000 square feet across the portfolio increased by 13.4% relative to excludepre-COVID sales during the periodsecond quarter of COVID-19 closure for each tenant.2019. The leased occupancy rate decreased from 94.1% at June 30, 2019 to 91.3% at June 30, 2020. The leasing environment has slowed due2020 to COVID-19, and,89.4% at June 30, 2021, but sequentially improved by 0.90% from 88.5% at March 31, 2021. Releasing spreads were essentially flat as a result, the Company signed 37executed leases at an average rent of $55.61 for new and renewal leases duringexecuted compared to $55.70 on leases expiring, resulting in a releasing spread decrease of $0.09 per square foot representing a 0.16% decrease for the second quarter of 2020, which is substantially lower thantrailing twelve months ended June 30, 2021. This was a sequential improvement relative to re-leasing spreads for the quarterly average of new and renewal leases signed during the past four quarterstwelve months ended March 31, 20202021, which were a decrease of 219 leases. Given the substantial decline in leasing volume during the second quarter of 2020, the Company does not believe that re-leasing spreads in the second quarter of 2020 are meaningful. 2.1%.
The Company continues to renew or replace leases that are scheduled to expire in 2020, however, the Company cannot be certainremainder of the impact that COVID-19 will have on its ability to sign, renew or replace leases expiring in 2020 or beyond. The leases that are scheduled to expire in the year 2020 represent 0.9 million square feet of the Centers, accounting for 14.0% of the gross leasable area ("GLA") of mall stores and freestanding stores within spaces less than or equal to 10,000 square feet. These calculations exclude Centers under development or redevelopment and property dispositions (See "Redevelopment and Development Activities" in Management's Overview and Summary), and include square footage of Centers owned by joint ventures at the Company’s share.2021. As of June 30, 2020,2021, the Company had entered intohas executed leases or commitments from retailers that are in lease documentation for 81% of the leased space expiring in 2021. The remaining leases expiring in 2021 represented approximately 0.5 million square feet, and the Company is negotiating letters of intent for those spaces. These amounts exclude leases for approximately 62% of the square footage expiring in 2020, and was in the process of negotiating and documenting leasesstores that have closed or for an additional 25% of its square footage expiring in 2020. stores that tenants have indicated they intend to close.
The Company has entered into 91173 leases for new stores totaling nearly 570,000approximately 863,000 square feet that have opened or are planned for opening in 2020.2021. While there may be additional new store openings in 2020,2021, any such leases are not yet executed. In total, the Company has entered into 138 leases for new stores totaling over 1.3 million square feet. After speaking with each prospective tenant of such new stores, only six tenants have currently indicated they no longer plan to or are uncertain about their ability to open their new store, which equates to only 47,000 square feet of the total 1.3 million square foot pipeline of new store leases. The balance of the 132 leases are planned to open primarily in 2020 and 2021.
During the trailing twelve months ended June 30, 2020,2021, the Company signed 245196 new leases and 457550 renewal leases comprising approximately 2.82.6 million square feet of GLA, of which 1.91.5 million square feet is related to the consolidated Centers. The average tenant allowance was $17.04$18.47 per square foot. The Company's COVID-19 related lease amendments are excluded from these numbers.
Outlook
As a result of COVID-19 (See "Other Transactions and Events" in Management's Overview and Summary) and subsequent government mandates, all but a few of the Company’s Centers had shuttered, except for the continued operation of essential retail and services, and approximately 74% of the gross leasable area, which was previously occupied prior to the COVID-19 closures, had closed. During the period following the stay-at-home mandates, the Company has continued to employ the appropriate levels of maintenance, cleaning and security protocols to ensure the maximum safety of its tenants, vendors, employees and properties. As of August 7, 2020, the majority of the Company’s properties are now open, other than Queens Center and Kings Plaza in New York City, which have been closed since March 2020, and nine indoor California malls that had previously re-opened in May and early June 2020, but were closed for a second time in July 2020 pursuant to a statewide mandate. Those nine California malls include Fresno Fashion Fair, Inland Center, Lakewood Center, Los Cerritos Center, Stonewood Mall, The Mall at Victor Valley, The Oaks, Pacific View and Vintage Faire Mall. The duration of the nine recent California center closures is yet undetermined.
The Company collected approximately 46%has a long-term four-pronged business strategy that focuses on the acquisition, leasing and management, redevelopment and development of rents billedRegional Shopping Centers. Although overall regional shopping center fundamentals in its markets are improving, the Company expects that its results for 2021 will be negatively impacted by the COVID-19 pandemic, Anchor closures and tenant bankruptcies, among other factors.
All Centers have been open and operating since October 7, 2020. As of the date of this Quarterly Report on Form 10-Q, government-imposed capacity restrictions resulting from COVID-19 have been essentially eliminated across the Company’s markets. The Company experienced a positive impact to its leasing revenue and improvement in occupancy recovery during the three months ending June 30, 2021. Leasing revenue increased by 13%, including joint ventures at the Company’s share, compared to the three months ended June 30, 2020, including approximately 58% for2020. This increase was primarily due to increases in percentage rent, which was primarily driven by accelerating tenant sales and that the month of June 2020. The Company has collected approximately 66% of rents billed for July 2020. The rate of collectionsCompany’s Centers were primarily closed in the second quarter of 2020, improvedand a decrease in bad debt reserves offset by $15.4 million of retroactive rent abatements incurred in the second quarter of 2021. During the three and six months ended June 30, 2021, certain of the Company’s previously reserved accounts receivable were collected resulting in a reduction of bad debt expense. These collections were a result of improving economic conditions that have become evident as the impact of the pandemic has eased as well as collection efforts by the Company.
As a result of government-imposed capacity restrictions resulting from COVID-19 essentially being eliminated across the Company’s markets, combined with pent up demand, the positive economic impacts of consumer savings, fiscal stimulus and other factors, sales and traffic at the Company's Centers continued to greatly improve during the second quarter progressed.of 2021 with extremely high customer conversion rates. Traffic levels continue to range in the low 90%’s relative to 2019, with the strongest traffic trends in the Company’s Phoenix area properties, where traffic is generally back to pre-COVID 2019 levels given that Phoenix has been the Company's least impacted major market in terms of regulatory restrictions. Comparable tenant sales from spaces less than 10,000 square feet across the portfolio increased by 13.4% relative to pre-COVID sales during the second quarter of 2019. For the first half of 2021, comparable tenant sales from spaces less than 10,000 square feet across the portfolio increased by 5.3% relative to pre-COVID sales during the first half of 2019. Further, May and June 2021 each mark the first months since March 2020 for which portfolio sales within the Company’s capacity-restricted food and beverage category have trended positive relative to the same pre-COVID months during 2019.


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During the second quarter of 2021, the Company signed 223 leases for approximately 692,000 square feet (excluding COVID-19 workout deals), which represents a 15% increase in the number of leases and a 6% increase in the leased square feet relative to what was leased during the pre-COVID second quarter of 2019. For the six months ended June 30, 2021, the Company has signed 488 leases for approximately 1.86 million square feet, which represents an 18% increase in the number of leases and a 34% increase in the amount of leased square feet relative to what was leased over the same pre-COVID six month period ended June 30, 2019. 2019 was the highest volume leasing year for the Company since 2015.
As of June 30, 2021, the leased occupancy rate increased to 89.4% compared to the leased occupancy rate at March 31, 2021 of 88.5%.
The Company's rent collections have continued to significantly improve and are now comparable to pre-COVID levels. The Company continues to make meaningfulhas made significant progress in its negotiations with national and local tenants to secure rental payments, despite a significant portion of the Company’s tenants requesting rental assistance, whether in the form of deferral or rent reduction. For example,This effort of negotiating COVID rental assistance agreements is essentially now completed. The lease amendments negotiated by the Company has agreed to repayment terms with and/or received payments from approximately 60%have resulted in a combination of the Company’s top 100 tenants based on revenue. The majority of these lease amendments provide forrent payment deferrals extending into 2021. Other lease amendments, entered into primarily with local tenants, result inand rent abatements. The majority of the Company’s leases requirerequired continued payment of rent by the Company’s tenants during the period of government mandated closures caused by COVID-19. ManyAdditionally, many of the Company’s leases contain co-tenancy clauses, which provide for reduced rent and/or termination rights if Anchors close and/or occupancy falls below threshold levels. The Company does not believe that the temporary closures of Anchors or other tenants during the COVID-19 stay-at-home mandates have triggered co-tenancy clauses within its leases. However, certainclauses. Certain Anchor or small tenant closures willhave become permanent following the re-opening of the Company's properties,Centers, and co-tenancy clauses within certain leases may be triggered as a result. It is too early to determine the impact of all such clauses, but theThe Company does not anticipate theany negative impact of such clauses on lease revenue will be significant.
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TableDuring the year ended December 31, 2020, the Company incurred $56.4 million of Contents
rent abatements at the Company’s share relating primarily to 2020 rents as a result of COVID-19 and negotiated $32.9 million of rent deferrals during the year ended December 31, 2020 at the Company’s share. During the three and six months ended June 30, 2021, the Company incurred $15.4 million and $44.3 million, respectively, of rent abatements at the Company’s share relating primarily to 2020 rents as a result of COVID-19, and negotiated $4.3 million and $4.9 million, respectively, of rent deferrals during the three and six months ended June 30, 2021, each at the Company’s share. As of June 30, 2021, $8.6 million of the rent deferrals remain outstanding, with $5.2 million scheduled to be repaid during the remainder of 2021 and the balance scheduled for repayment in 2022 and 2023.
During 2020, there have been 32were 42 bankruptcy filings involving the Company’s tenants, totaling 288322 leases and involving approximately 5.76.0 million square feet and $77.1$85.4 million of annual leasing revenue at the Company’s share. The Company anticipates thatDuring 2021, the pace of such filings has decreased substantially, as there may likely be furtherwere eight bankruptcy filings byinvolving the Company's tenants, totaling 57 leases and involving approximately 355,000 square feet and $10.9 million of annual leasing revenue at the Company’s properties, whichCompany's share. This included two leases totaling 139,000 square feet with a single department store retailer that quickly emerged from bankruptcy and assumed both of its leases with the Company. Excluding this department store retailer, bankruptcy filings during 2021 are accelerated as a resultonly 216,000 square feet. The current pace of general conditions caused by COVID-19.2021 bankruptcy filings is well lower than the past several years, dating back to 2016 and 2015.
As disclosed in the Company’s Quarterly Report on Form 10-Q for the three months ended March 31, 2020,During 2021, the Company has submitted recovery claims under its insurance coverage dueexpects to business interruptiongenerate significant cash flow from COVID-19. Asoperations after recurring operating capital expenditures, leasing capital expenditures and payment of June 30, 2020, the Companydividends. This assumption does not believe it is likely that itinclude any potential capital generated from dispositions, refinancings or issuances of common equity. This expected surplus will be ableused to collect on these claims givende-lever the facts and circumstances regardingCompany's balance sheet as well as to fund the COVID-19 pandemic event.
The Company has experienced, and expects to continue to experience, a negative impact to its leasing revenue, its rate of rent collections from tenants, and the occupancy rates at its properties due to COVID-19. For the quarter ended June 30, 2020, leasing revenue decreased by 20% compared to the quarter ended June 30, 2019. As of June 30, 2020, the leased occupancy rate decreased to 91.3% from 94.1% at June 30, 2019. The Company anticipates a further decline to occupancy rates from tenant bankruptcies and pre-lease termination abandonments by certain tenants. In addition, the volume of leasing transactions declined significantly in the second quarter of 2020.
During this period of disrupted rent collections due to COVID-19, the Company has taken numerous measures to preserve its liquidity, including among others:
•The Company has drawn the majority of the remaining capacity on its $1.5 billion revolving line of credit. As of June 30, 2020, the Company had $573.0 million of cash, including its pro rata share from its unconsolidated joint ventures. The Company will incur additional interest expense during the period that it continues to carry higher than normal cash balances on its consolidated balance sheet. The period of continued cash retention is uncertain at this time.
•The Company paid a reduced quarterly dividend of $0.50 per share of its common stock on June 3, 2020, in a combination of 20% cash and 80% of shares of the Company’s common stock. On July 24, 2020, the Company declared a further reduced third quarter cash dividend of $0.15 per share of its common stock, which will be paid on September 8, 2020 to stockholders of record on August 19, 2020. When combined with the cash portion of the second quarter dividend of $0.10 per share, if the third quarter cash dividend rate of $0.15 per share of its common stock were to be paid for the next two quarters, the Company would retain approximately $370 million of cash.
•The Company anticipates spending approximately $60 million in the second half of 2020 on redevelopment, which represents a 60% reduction in previously estimated 2020 redevelopment expenditures for that period of time. This excludes the redevelopment of One Westside, which is fully funded by a non-recourse construction facility.
•The Company has reduced planned capital expenditures at its properties by 65% down to approximately $15 million at the Company’s share in 2020.
•The Company expects amounts to be incurred during 2020 for tenant allowances and deferred leasing charges to be substantially less than 2019.
•The Company reduced its controllable shopping center expenses by approximately 35% to 45% during the period that its properties were substantially closed.
•During the second quarter of 2020 and in July 2020, the Company secured agreements with its mortgage lenders on 19 mortgage loans to defer approximately $47.2 million of both second and third quarter of 2020 debt service payments at the Company’s pro rata share during the COVID-19 pandemic. Of the deferred payments, $37.1 million is repayable by the end of 2020 with the balance repayable in the first quarter of 2021.Company's development pipeline.
Given the continued disruption and uncertainties from COVID-19 and the impactrelated impacts on the capital markets, the Company does not anticipate it will be ablehas secured extensions of term from one to refinance its near-term maturing mortgages. As a result, the Company plans to secure short-term extensionsthree years of its near-term maturing non-recourse mortgage loans on Danbury Fair Mall, of $191.5 million maturing on October 1, 2020, Fashion Outlets of Niagara, of $104.7 million maturing on October 6, 2020, FlatIron Crossing, of $113.3 million maturing on January 5, 2021, Green Acres Mall of $274.2 million maturing on February 3, 2021 and Green Acres Commons of $129.4 million maturing on March 29,(See "Financing Activities" in Management's Overview and Summary).
On April 14, 2021, although there can be no guarantees the Company will be successfulrepaid and terminated its existing credit facility and entered into a new credit agreement, which provides for an aggregate $700 million facility, including a $525 million revolving loan facility that matures on April 14, 2023, with a one-year extension option, and a $175 million term loan facility that matures on April 14, 2024. Concurrent with the closing of this credit facility, the Company repaid $985.0 million of debt (See "Liquidity and Capital Resources").
Rising interest rates could increase the cost of the Company’s borrowings due to its outstanding floating-rate debt and lead to higher interest rates on new fixed-rate debt. In certain cases, the Company may limit its exposure to interest rate fluctuations related to a portion of its floating-rate debt by using interest rate cap and swap agreements. Such agreements, subject to current market conditions, allow the Company to replace floating-rate debt with fixed-rate debt in obtaining these extensions.order to achieve its desired ratio of floating-rate to fixed-rate debt. In today’s decreasing interest rate environment, the swap agreements that the Company has entered into have resulted in increases in interest expense. Those swap agreements expire in September 2021.



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Comparison of Three Months Ended June 30, 20202021 and 20192020
Revenues:
Leasing revenue decreasedincreased by $42.3$28.2 million, or 20.0%16.7%, from 20192020 to 2020.2021. The decreaseincrease in leasing revenue is attributed to decreasesincreases of $41.6$15.3 million from the Same Centers and $0.7$14.2 million from the Redevelopment Properties.JV Transition Centers offset in part by a decrease of $1.3 million from the Disposition Property. Leasing revenue includes the amortization of above and below-market leases, the amortization of straight-line rents, lease termination income, percentage rent and the provision for bad debts. The amortization of above and below-market leases decreasedincreased from $4.1 million in 2019 to $0.4 million in 2020.2020 to $0.6 million in 2021. The amortization of straight-line rents decreasedincreased from $(1.8) million in 2020 to $6.0 million in 2021. Lease termination income increased from $1.5 million in 20192020 to $(1.8)$5.2 million in 2020. Lease termination income decreased2021. Percentage rent increased from $2.6$0.9 million in 20192020 to $1.5$10.3 million in 2020.2021. Provision for bad debts increaseddecreased from $2.0 million in 2019 to $27.8 million in 2020.2020 to $(9.1) million in 2021. The increase in bad debt expense is a result of the Company assessing collectability by tenant and determining that it was no longer probable that substantially all leasing revenue would be collected from the tenants, which includes tenants that have declared bankruptcy, tenants at risk of filing bankruptcy or other tenants where collectability was no longer probable. The decrease in leasing revenue and increasedecrease in bad debt at the Same Centers is primarily the result of COVID-19 (See "Otherthe Centers being opened in 2021 compared to being closed in second quarter of 2020 and an increase in tenant sales to pre-COVID 2019 levels (See "Other Transactions and Events"Events" in Management's Overview and Summary).
Other income decreasedincreased from $7.8 million in 2019 to $3.0 million in 2020. The decrease2020 to $11.9 million in 2021. This is primarily a decline indue to increased parking garage income due toresulting from increased traffic at the closures of properties as a result of COVID-19 (See "Other Transactions and Events" in Management's Overview and Summary).Centers.
Management Companies' revenue decreased from $9.1 million in 2019 to $6.8 million in 2020. The decrease2020 to $6.6 million in Management Companies' revenue is primarily due to a decrease in development fees from unconsolidated joint ventures.2021.
Shopping Center and Operating Expenses:
Shopping center and operating expenses decreased $7.0increased $10.5 million, or 10.9%18.4%, from 20192020 to 2020.2021. The decreaseincrease in shopping center and operating expenses is attributed to decreasesincreases of $6.9$7.0 million from the Same Centers and $0.1$4.3 million from the Redevelopment Properties.JV Transition Centers offset in part by a decrease of $0.8 million from the Disposition Property. The decreaseincrease in shopping center and operating expenses at the Same Centers is primarily the result of COVID-19 (See "Otherthe Centers being closed in the second quarter of 2020 (See "Other Transactions and Events"Events" in Management's Overview and Summary).
Leasing Expenses:
Leasing expenses decreased from $7.7 million in 2019 to $6.7 million in 2020.2020 to $6.6 million in 2021.
Management Companies' Operating Expenses:
Management Companies' operating expenses increased $0.8decreased $1.4 million from 20192020 to 2020.2021 primarily due to a decrease in compensation expense.
REIT General and Administrative Expenses:
REIT general and administrative expenses increased $3.7decreased $1.6 million from 20192020 to 20202021 primarily due to an increasea decrease in compensation and consulting expense.
Depreciation and Amortization:
Depreciation and amortization decreased $2.1$2.7 million from 20192020 to 2020.2021. The decrease in depreciation and amortization is attributed to a decrease of $2.4$4.1 million from the Same Centers offset in part by a $0.3 million increase from the Redevelopment Properties.
Interest (Income) Expense:
Interest expense decreased $17.1 million from 2019 to 2020. The decrease in interest expense is attributed to a decrease of $19.6and $1.4 million from the Financing Arrangement (See "Other Transactions and Events" in Management's Overview and Summary)Disposition Property offset in part by an increase of $1.6$2.8 million from the Same Centers and $0.9JV Transition Centers.
Interest Expense:
Interest expense increased $34.9 million from 2020 to 2021. The increase in interest expense is attributed to an increase of $35.8 million from the increased borrowings underFinancing Arrangement (See Note 12—Financing Arrangement in the Company's Notes to the Consolidated Financial Statements) and $1.5 million from the JV Transition Centers offset in part by decreases of $1.4 million from the Company's revolving line of credit.credit and $1.0 million from the Same Centers. The decreaseincrease in interest expense from the Financing Arrangement is primarily due to the change in fair value of the underlying properties and the mortgage notes payable on the underlying properties.



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Equity in (Loss) Income of Unconsolidated Joint Ventures:
Equity in (loss) income of unconsolidated joint ventures decreased $21.4increased $34.2 million from 20192020 to 2020.2021. The decreaseincrease in equity in (loss) income of unconsolidated joint ventures is primarily due to an increase in leasing revenue, percentage rent, other income and a decrease in leasing revenue and other incomethe provision for bad debt as a result of COVID-19 (See "Otherthe Centers being opened in 2021 compared to being closed in the second quarter of 2020 (See "Other Transactions and Events"Events" in Management's Overview and Summary). Leasing revenue includes a provision for bad debt which increased from $1.0 million in 2019 to $12.9 million in 2020.

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Loss on Sale or Write Down of Assets, net:
The loss on sale or write down of assets, net decreased fromwas a loss of $9.1 million in 2019 to a loss of$3.9 million in 2020.each of 2020 and 2021.
Net Loss:
Net loss decreased $22.7 million from 2020 to 2021. The changedecrease in net loss on sale or write down of assets, net is primarily due to the write-down of development costs in 2019, offset in part by the $2.8 million write-down of non-real estate assets and $1.1 million write-down of development costs in 2020.
Net (Loss) Income:
Net (loss) income decreased $40.7 million from 2019 to 2020. The decrease in net (loss) income is primarily the result of COVID-19 (See "Other Transactions and Events" in Management's Overview and Summary).variances noted above.
Funds From Operations ("FFO"):
Primarily as a result of the factors mentioned above, FFO attributable to common stockholders and unit holders—diluted, excluding financing expense in connection with Chandler Freehold decreased 54.7%increased 110.8% from$133.6 million in 2019 to $60.5 million in 2020.2020 to $127.6 million in 2021. For a reconciliation of net incomeloss attributable to the Company, the most directly comparable GAAP financial measure, to FFO attributable to common stockholders and unit holders, excluding financing expense in connection with Chandler Freehold and FFO attributable to common stockholders and unit holders—diluted, excluding financing expense in connection with Chandler Freehold, see "Funds From Operations ("FFO")" below.
Comparison of Six Months Ended June 30, 20202021 and 20192020
Revenues:
Leasing revenue decreased by $42.6$3.0 million, or 10.1%0.8%, from 20192020 to 2020.2021. The decrease in leasing revenue is attributed to decreases of $41.7$19.1 million from the Same Centers and $0.9$1.7 million from the Redevelopment Properties.Disposition Property offset in part by increases of $17.8 million from the JV Transition Centers. Leasing revenue includes the amortization of above and below-market leases, the amortization of straight-line rents, lease termination income, percentage rent and the provision for bad debts. The amortization of above and below-market leases decreasedincreased from $4.6 million in 2019 to $0.8 million in 2020.2020 to $1.0 million in 2021. Straight-line rents decreasedincreased from $3.9 million in 2019 to $0.4 million in 2020.2020 to $10.8 million in 2021. Lease termination income decreasedincreased from $3.2 million in 2019 to $2.7 million in 2020.2020 to $8.1 million in 2021. Percentage rent increased from $3.7 million in 2020 to $17.2 million in 2021. Provision for bad debts increaseddecreased from $3.8 million in 2019 to $28.7 million in 2020. The increase2020 to $(5.9) million in bad debt expense is a result of the Company assessing collectability by tenant and determining that it was no longer probable that substantially all leasing revenue would be collected from the tenants, which includes tenants that have declared bankruptcy, tenants at risk of filing bankruptcy or other tenants where collectability was no longer probable.2021. The decrease in leasing revenue and increase in bad debt at the Same Centers is primarily the result of COVID-19 (See "Other Transactions and Events" in Management's Overview and Summary).
Other income increased from $12.3 million in 2020 to $17.2 million in 2021. This increase is primarily due to increased parking garage income resulting from increased traffic at the Centers in 2021 compared to 2020 (See "Other Transactions and Events" in Management's Overview and Summary).
Management Companies' revenue decreased from $19.3 million in 2019 to $13.8 million in 2020 to $12.2 million in 2021 due to a decrease in developmentmanagement fees and interest income due to the collection of a loan receivable in 2019.development fees.
Shopping Center and Operating Expenses:
Shopping center and operating expenses decreased $5.8increased $16.0 million, or 4.4%12.5%, from 20192020 to 2020.2021. The decreaseincrease in shopping center and operating expenses is attributed to decreasesincreases of $5.0$9.2 million from the JV Transition Centers and $7.8 million from the Same Centers, $0.5 million from the Disposition Properties and $0.3 million from the Redevelopment Properties.Centers. The decreaseincrease in shopping center and operating expenses at the Same Centers is primarily the result of COVID-19the Centers being closed in the second quarter of 2020 (See "Other Transactions and Events" in Management's Overview and Summary).
Leasing Expenses:
Leasing expenses decreased from $15.2 million in 2019 to $14.1 million in 2020.2020 to $11.8 million in 2021 due to a decrease in compensation expense.
Management Companies' Operating Expenses:
Management Companies' operating expenses decreased $2.0$2.8 million from 20192020 to 20202021 due to a decrease in compensation expense.


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REIT General and Administrative Expenses:
REIT general and administrative expenses increased $3.5decreased $0.3 million from 20192020 to 2020 primarily due to an increase in compensation and consulting expense.


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2021.
Depreciation and Amortization:
Depreciation and amortization decreased $1.3$6.5 million from 20192020 to 2020.2021. The decrease in depreciation and amortization is attributed to decreases of $1.8$10.9 million from the Same Centers and $1.6 million from the Disposition Property offset in part by a $0.5an increase of $6.0 million increase from the Redevelopment Properties.JV Transition Centers.
Interest (Income) Expense:
Interest expense decreased $47.4increased $80.7 million from 20192020 to 2020.2021. The decreaseincrease in interest expense was attributed to a decreasean increase of $53.4$81.3 million from the Financing Arrangement (See Note 12—Financing Arrangement in the Company's Notes to the Consolidated Financial Statements), and $3.3 million from the JV Transition Centers offset in part by increasesdecreases of $4.9$3.3 million from the Same Centers and $1.1$0.6 million from increased borrowings under the Company's revolving line of credit. The decreaseincrease in interest expense from the Financing Arrangement is primarily due to the change in fair value of the underlying properties and the mortgage notes payable on the underlying properties.
Equity in Income (Loss) Income of Unconsolidated Joint Ventures:
Equity in income (loss) income of unconsolidated joint ventures decreased $24.0increased $26.4 million from 20192020 to 2020.2021. The decreaseincrease in equity in income (loss) income of unconsolidated joint ventures is primarily due to a decrease in leasing revenue and other income as a result of COVID-19 (See "Other Transactions and Events" in Management's Overview and Summary). Leasing revenue includes athe provision for bad debt which increased from $1.6 milliondebts and an increase in 2019percentage rent in 2021 compared to $14.7 million in 2020.
Loss on Sale or Write Down of Assets, net:
Loss on sale or write down of assets, net increased $25.2decreased $15.4 million from 20192020 to 2020.2021. The increasedecrease in loss on sale or write down of assets, net is primarily due to the $36.7$36.7 million of impairment losses $2.8on Wilton Mall and Paradise Valley Mall in 2020 and $19.8 million write-down of non-real estate assets and $1.1 million write-down of development costsgain in 2020,land sales in 2021 offset in part by the $14.8sale and impairment loss of $41.6 million on Estrella Falls in the write-down of development costs in 2019.2021. The impairment losses were due to the reduction in the estimated holding periods of Wilton Mall and Paradise Valley Mall.the properties.
Net (Loss) Income:Loss:
Net (loss) incomeloss decreased $40.853.8 million from 20192020 to 2020.2021. The decrease in net (loss) incomeloss is primarily the result of COVID-19 (See "Other Transactions and Events" in Management's Overview and Summary).
Funds From Operations ("FFO"):
Primarily as a result of the factors mentioned above, FFO attributable to common stockholders and unit holders—diluted, excluding financing expense in connection with Chandler Freehold decreased 28.3%increased 10.9% from$255.6 million in 2019 to $183.2 million in 2020.2020 to $203.1 million in 2021. For a reconciliation of net (loss) incomeloss attributable to the Company, the most directly comparable GAAP financial measure, to FFO attributable to common stockholders and unit holders, excluding financing expense in connection with Chandler Freehold and FFO attributable to common stockholders and unit holders—diluted, excluding financing expense in connection with Chandler Freehold, see "Funds From Operations ("FFO")" below.
Operating Activities:
Cash provided by operating activities decreased $180.5increased $128.4 million from 20192020 to 2020.2021. The decreaseincrease is primarily due to a $131.9 million increase in tenant and other receivables, a $29.5 million decrease in other accrued liabilities and to the other changes in assets and liabilities and the results, as discussed above. The increase in tenant and other receivables and the decrease in other accrued liabilities is primarily attributed to a decrease in rents collected and a decrease in prepaid rent as a result of COVID-19 (See "Other Transactions and Events" in Management's Overview and Summary).
Investing Activities:
Cash used inprovided by investing activities increased $86.2$214.0 million from 20192020 to 2020.2021. The increase in cash used inprovided by investing activities is primarily attributed to decreases inproceeds from the sale of assets of $149.7 million, proceeds from notes receivable of $65.6$1.3 million, and distributions from unconsolidated joint ventures of $67.2 million offset in part by a decrease in contributions to unconsolidated joint ventures of $16.6 million. The decrease$40.9 million and an increase of $21.8 million in proceedsdistributions from notes receivable is due to the collection of the note receivable from the Lennar Corporation in 2019 (See Note 16—Related Party Transactions in the Company's Notes to the Consolidated Financial Statements).


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unconsolidated joint ventures.
Financing Activities:
Cash provided by financing activities increased $661.0decreased $955.2 million from 20192020 to 2020.2021. The increasedecrease in cash provided by financing activities is primarily due to decreases in proceeds from mortgages, bank and other notes payable of $165.0 million and a decrease in payments on mortgages, bank and other notes payable of $828.4$1,616.4 million offset in part by net proceeds from sales of common shares under the ATM Programs of $791.4 million and a decrease in dividends and distributions of $114.0 million which are offset by a decrease in proceeds from mortgages, bank and other notes payable$62.0 million.

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Table of $316.0 million. The decreases in payments on mortgages, bank and other notes payable, dividends and distributions and the proceeds from mortgages, bank and other notes payable are attributed to the Company's plan to increase liquidity in connection with COVID-19 (See "Other Transactions and Events" in Management's Overview and Summary).Contents
Liquidity and Capital Resources
The Company has historically met its liquidity needs for its operating expenses, debt service and dividend requirements for the next twelve months through cash generated from operations, distributions from unconsolidated joint ventures, working capital reserves and/or borrowings under its line of credit. As a result ofFollowing the uncertain environment resulting from thebrought about by COVID-19, pandemic (See "Other Transactions and Events" in Management's Overview and Summary), the Company has takentook a number of previously disclosed measures to enhance liquidity. These actions ensure that funds are available to meetits liquidity position over the Company's obligations for a sustained period of timeshort-term, but currently anticipates meeting its liquidity needs as the extent and duration of the pandemic's impact becomes clearer. These measures include (i) reduction of the Company's controllable operating expenses, (ii) reduction of planned capital and development expenditures, (iii) reduction of the cash component of its dividend in the second quarter and its third quarter cash dividend, (iv) negotiated deferrals of debt service payments on nineteen mortgage loans totaling $47.2 million, and (v) deferral of real estate taxes to the extent such relief is available. In addition, during the first quarter, the Company borrowed $550 million on its line of credit. As of June 30, 2020, the Companyit has approximately $573 million of cash, including the unconsolidated joint ventures at the Company's pro rata share.done historically.

The following tables summarize capital expenditures incurred at the Centers (at the Company's pro rata share):
For the Six Months Ended June 30, For the Six Months Ended June 30,
(Dollars in thousands)(Dollars in thousands)20202019(Dollars in thousands)20212020
Consolidated Centers:Consolidated Centers:  Consolidated Centers:  
Acquisitions of property, building improvement and equipmentAcquisitions of property, building improvement and equipment$6,986  $17,424  Acquisitions of property, building improvement and equipment$7,285 $6,986 
Development, redevelopment, expansions and renovations of CentersDevelopment, redevelopment, expansions and renovations of Centers22,834  45,208  Development, redevelopment, expansions and renovations of Centers22,764 22,834 
Tenant allowancesTenant allowances5,186  8,297  Tenant allowances8,141 5,186 
Deferred leasing chargesDeferred leasing charges1,499  1,781  Deferred leasing charges1,427 1,499 
$36,505  $72,710  $39,617 $36,505 
Joint Venture Centers:Joint Venture Centers:  Joint Venture Centers:  
Acquisitions of property, building improvement and equipmentAcquisitions of property, building improvement and equipment$3,806  $4,653  Acquisitions of property, building improvement and equipment$3,365 $3,806 
Development, redevelopment, expansions and renovations of CentersDevelopment, redevelopment, expansions and renovations of Centers54,169  84,049  Development, redevelopment, expansions and renovations of Centers24,585 54,169 
Tenant allowancesTenant allowances638  4,136  Tenant allowances3,949 638 
Deferred leasing chargesDeferred leasing charges865  1,603  Deferred leasing charges1,408 865 
$59,478  $94,441  $33,307 $59,478 

The Company expects amounts to be incurred during the next twelve months for tenant allowances and deferred leasing charges to be substantially less than 2019or comparable to 2020. The Company expects to incur approximatelyless than $60.0 million during the remaining period of 20202021 for development, redevelopment, expansion and renovations. This amount excludes the Company's share of the remaining development cost ofcosts associated with One Westside, which is fully funded by a non-recourse construction facility. Capital for these expenditures, developments and/or redevelopments has been, and is expected to continue to be, obtained from a combination of cash on hand, debt or equity financings, which are expected to include borrowings under the Company's line of credit, from property financings and construction loans, each to the extent available.
The Company has also generated liquidity in the past, and may continue to do so in the future, through equity offerings and issuances, property refinancings, joint venture transactions and the sale of non-core assets. Furthermore, the Company has filed a shelf registration statement, which registered an unspecified amount of common stock, preferred stock, depositary shares, debt securities, warrants, rights, stock purchase contracts and units that may be sold from time to time by the Company.
On each of February 1, 2021 and March 26, 2021, the Company registered a separate "at the market" offering program, pursuant to which the Company may issue and sell shares of its common stock having an aggregate offering price of up to $500 million under each ATM Program, or a total of $1.0 billion under the ATM Programs, in amounts and at times to be determined by the Company. The following table sets forth certain information with respect to issuances made under each of the ATM Programs as of June 30, 2021.
 (Dollars and shares in thousands)February 2021 ATM ProgramMarch 2021 ATM Program(1)
For the Three Months Ended:Number of Shares IssuedNet ProceedsSales CommissionsNumber of Shares IssuedNet ProceedsSales Commissions
March 31, 202136,001 $477,283 $9,746 9,991 $119,724 $2,449 
June 30, 2021686 $12,269 $254 13,229 $182,149 $3,719 
Total36,687 $489,552 $10,000 23,220 $301,873 $6,168 
(1) The table does not reflect shares sold at the end of the quarter that did not settle until July 2021 (See Note 14-Stockholders' Equity).
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TheAs of June 30, 2021, including sales of shares that did not settle until July 2021, the Company paid a reduced quarterly dividendhad approximately $176.6 million of $0.50 per sharegross sales of its common stock onavailable under the March 2021 ATM Program. The February 2021 ATM Program was fully utilized as of June 3, 2020, in a combination of 20% cash30, 2021 and 80% of shares of the Company’s common stock. On July 24, 2020, the Company declared a further reduced third quarter cash dividend of $0.15 per share of its common stock, which will be paid on September 8, 2020 to stockholders of record on August 19, 2020. When combined with the cash portion of the second quarter dividend of $0.10 per share, if the third quarter cash dividend rate of $0.15 per share of its common stock were to be paid for the next two quarters, the Company would retain approximately $370 million of cash.is no longer active.
The capital and credit markets can fluctuate and, at times, limit access to debt and equity financing for companies. The Company has been able to access capital; however, there is no assurance the Company will be able to do so in future periods or on similar terms and conditions as a result of COVID-19.COVID-19 or other factors. Many factors impact the Company's ability to access capital, such as its overall debt level, interest rates, interest coverage ratios and prevailing market conditions. Increases in the Company's proportion of floating rate debt will cause it to be subject to interest rate fluctuations in the future.
The Company's total outstanding loan indebtedness, which includes mortgages and other notes payable, at June 30, 20202021 was $8.7$7.5 billion (consisting of $5.9$4.9 billion of consolidated debt, less $359.2$456.7 million of noncontrolling interests, plus $3.2$3.1 billion of its pro rata share of unconsolidated joint venture debt). The majority of the Company's debt consists of fixed-rate conventional mortgage notes collateralized by individual properties. The Company expects that all of the maturities during the next twelve months will be refinanced, restructured, extended and/or paid off from the Company's line of credit or cash on hand.
Given the continued disruption and uncertainties from COVID-19 and the impactrelated impacts on the capital markets, the Company does not anticipate it will be ablehas secured extensions of term from one to refinance its near-term maturing mortgages. As a result, the Company plans to secure short-term extensionsthree years of its near-term maturing non-recourse mortgage loans on Danbury Fair Mall, of $191.5 million maturing on October 1, 2020, Fashion Outlets of Niagara, of $104.7 million maturing on October 6, 2020, FlatIron Crossing, of $113.3 million maturing on January 5, 2021, Green Acres Mall of $274.2 million maturing on February 3, 2021 and Green Acres Commons of $129.4 million maturing on March 29, 2021, although there can be no guarantees the Company will be successful(See “Financing Activities” in obtaining these extensions.Management’s Overview and Summary).
The Company believes that the pro rata debt provides useful information to investors regarding its financial condition because it includes the Company’s share of debt from unconsolidated joint ventures and, for consolidated debt, excludes the Company’s partners’ share from consolidated joint ventures, in each case presented on the same basis. The Company has several significant joint ventures and presenting its pro rata share of debt in this manner can help investors better understand the Company’s financial condition after taking into account the Company's economic interest in these joint ventures. The Company’s pro rata share of debt should not be considered as a substitute for the Company’s total consolidated debt determined in accordance with GAAP or any other GAAP financial measures and should only be considered together with and as a supplement to the Company’s financial information prepared in accordance with GAAP.
On March 29, 2021, the Company sold Paradise Valley Mall to a newly formed joint venture for $100 million. Concurrent with the sale, the Company elected to reinvest into the joint venture at a 5% ownership interest. The Company hasreceived $95.3 million of net proceeds (See “Dispositions” in Management’s Overview and Summary).
On April 14, 2021, the Company terminated its existing credit facility and entered into a new credit agreement, which provides for an aggregate $700 million facility, including a $525 million revolving loan facility that matures on April 14, 2023, with a one-year extension option, and a $175 million term loan facility that matures on April 14, 2024. The revolving loan facility can be expanded up to $800 million, subject to receipt of lender commitments and other conditions. Concurrently with entering into the new credit agreement, the Company drew the $175 million term loan in its entirety and drew $320 million of the amount available under the revolving loan facility. Simultaneously with entering into the new credit agreement, the Company repaid $985 million of debt, which included terminating and repaying all amounts outstanding under its prior revolving line of credit facility. All obligations under the 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 LIBOR plus a spread of 2.25% to 3.25% depending on Company’s overall leverage level. As of June 30, 2021, the borrowing rate was LIBOR plus 2.25%, as compared to LIBOR plus 2.5% when the facility closed in April 2021. As of June 30, 2021, borrowings under the facility were $280 million less unamortized deferred finance costs of $17.4 million for the revolving loan facility at a total interest rate of 3.69% and $104.4 million for the term loan facility at a total interest rate of 2.50%.
Previously, the Company had a $1.5 billion revolving line of credit facility that bearsbore interest at LIBOR plus a spread of 1.30% to 1.90%, depending on the Company's overall leverage level, and was to mature on July 6, 2020. On April 8, 2020, the Company exercised its option to extend the maturity of the facility to July 6, 2021. The line of credit can becould have been expanded, depending on certain conditions, up to a total facility of $2.0 billion. All obligations under the facility are unconditionally guaranteed only by the Company. Based on the Company's leverage level as of June 30,December 31, 2020, the borrowing rate on the facility was LIBOR plus 1.55%1.65%. On April 14, 2021, the Company repaid the $985 million of outstanding debt and terminated this credit facility. The Company hashad four interest rate swap agreements that effectively convertconverted a total of $400.0$400 million of the outstanding balance from floating rate debt of LIBOR plus 1.55%1.65% to fixed rate debt of 4.30%4.50% until September 30, 2021. At JuneThese swaps are now hedged against the Santa Monica Place floating rate loan and a portion of the Green Acres Commons floating rate loan effectively converting the Santa Monica Place loan and a majority of the Green Acres Commons loan to fixed rate debt through September 30, 2020, total borrowings under2021 (See Note 5 – Derivative Instruments and Hedging Activities and Note 10 – Mortgage Notes Payable in the lineCompany’s Notes to the Consolidated Financial Statements).

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Table of credit were $1.5 billion less unamortized deferred finance costs of $1.4 million with a total interest rate of 2.55%. The Company's availability under the line of credit was $19.7 million at June 30, 2020. The Company anticipates refinancing its revolving line of credit in advance of its maturity date.Contents
Cash dividends and distributions for the six months ended June 30, 20202021 were $130.5$68.5 million, which were funded from cash on hand.by operations.
At June 30, 2020,2021, the Company was in compliance with all applicable loan covenants under its agreements.
At June 30, 2020,2021, the Company had cash and cash equivalents of $497.6$194.0 million.
Off-Balance Sheet Arrangements:
The Company accounts for its investments in joint ventures that it does not have a controlling interest or is not the primary beneficiary using the equity method of accounting and those investments are reflected on the consolidated balance sheets of the Company as investments in unconsolidated joint ventures.
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As of June 30, 2020,2021, one of the Company's joint ventures has $149.7had $50.0 million of debt that could become recourse to the Company should the joint venture be unable to discharge the obligation of the related debt.
Additionally, as of June 30, 2020,2021, the Company was contingently liable for $40.8$40.9 million in letters of credit guaranteeing performance by the Company of certain obligations relating to the Centers. As of June 30, 2021, $40.6 million 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.
Contractual Obligations:
The following is a schedule of contractual obligations as of June 30, 20202021 for the consolidated Centers over the periods in which they are expected to be paid (in thousands):
 Payment Due by Period
Contractual ObligationsTotalLess than
1 year		1 - 3
years		3 - 5
years		More than
five years
Long-term debt obligations (includes expected interest payments)(1)$6,930,456  $909,486  $2,421,245  $592,974  $3,006,751  
Lease liabilities(2)213,219  10,903  47,417  23,552  131,347  
Purchase obligations(3)2,203  2,203  —  —  —  
Other long-term liabilities191,228  119,236  28,199  13,744  30,049  
$7,337,106  $1,041,828  $2,496,861  $630,270  $3,168,147  
 Payment Due by Period
Contractual ObligationsTotalLess than
1 year		1 - 3
years		3 - 5
years		More than
five years
Long-term debt obligations (includes expected interest payments)(1)$5,778,526 $739,393 $1,668,470 $1,363,543 $2,007,120 
Lease liabilities(2)179,754 18,456 27,065 17,315 116,918 
Purchase obligations(3)2,841 2,841 — — — 
Other long-term liabilities171,400 99,408 28,199 13,744 30,049 
$6,132,521 $860,098 $1,723,734 $1,394,602 $2,154,087 

(1)Interest payments on floating rate debt were based on rates in effect at June 30, 2020.2021.
(2)See Note 8—Leases in the Company's Notes to the Consolidated Financial Statements.
(3)See Note 15—16—Commitments and Contingencies in the Company's Notes to the Consolidated Financial Statements.













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Funds From Operations ("FFO")
The Company uses FFO in addition to net income to report its operating and financial results and considers FFO and FFO —diluted as supplemental measures for the real estate industry and a supplement to GAAP measures. The National Association of Real Estate Investment Trusts ("Nareit") defines FFO as net income (loss) (computed in accordance with GAAP), excluding gains (or losses) from sales of properties, plus real estate related depreciation and amortization, impairment write-downs of real estate and write-downs of investments in an affiliate where the write-downs have been driven by a decrease in the value of real estate held by the affiliate and after adjustments for unconsolidated joint ventures. Adjustments for unconsolidated joint ventures are calculated to reflect FFO on the same basis.
Beginning during the first quarter of 2018, the Company revised its definition of FFO so that FFO excluded the impact of the financing expense in connection with Chandler Freehold. Beginning in the third quarter of 2019, the Company now presents a separate non-GAAP measure - FFO excluding financing expense in connection with Chandler Freehold. The Company has revised the FFO presentation for the three and six months ended June 30, 2019 to conform to the current presentation.
The Company accounts for its joint venture in Chandler Freehold as a financing arrangement. In connection with this treatment, the Company recognizes financing 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 and (iii) any payments to the joint venture partner less than or in excess of their pro rata share of net income. The Company excludes from its definition of FFO the noted expenses related to the changes in fair value and for the payments to the joint venture partner less than or in excess of their pro rata share of net income. 
The Company also presents FFO excluding financing expense in connection with Chandler Freehold and loss on extinguishment of debt, net.
FFO and FFO on a diluted basis are useful to investors in comparing operating and financial results between periods. This is especially true since FFO excludes real estate depreciation and amortization, as the Company believes real estate values fluctuate based on market conditions rather than depreciating in value ratably on a straight-line basis over time. The Company believes that such a presentation also provides investors with a meaningful measure of its operating results in comparison to the operating results of other REITs. In addition, the Company believes that FFO excluding financing expense in connection with Chandler Freehold and non-routine costs associated with extinguishment of debt provide useful supplemental information regarding the Company’s performance as they show a more meaningful and consistent comparison of the Company’s operating performance and allows investors to more easily compare the Company’s results. The Company further believes that FFO on a diluted basis is a measure investors find most useful in measuring the dilutive impact of outstanding convertible securities.
The Company believes that FFO does not represent cash flow from operations as defined by GAAP, should not be considered as an alternative to net income as defined by GAAP, and is not indicative of cash available to fund all cash flow needs. The Company also cautions that FFO, as presented, may not be comparable to similarly titled measures reported by other real estate investment trusts.

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Funds From Operations ("FFO") (Continued)
Management compensates for the limitations of FFO by providing investors with financial statements prepared according to GAAP, along with this detailed discussion of FFO and a reconciliation of net (loss) income to FFO and FFO—diluted. Management believes that to further understand the Company's performance, FFO should be compared with the Company's reported net (loss) income and considered in addition to cash flows in accordance with GAAP, as presented in the Company's consolidated financial statements.












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The following reconciles net (loss) incomeloss attributable to the Company to FFO and FFO—diluted attributable to common stockholders and unit holders-basic and diluted, excluding financing expense in connection with Chandler Freehold and loss on extinguishment of debt, net, for the three and six months ended June 30, 20202021 and 20192020 (dollars and shares in thousands):
 For the Three Months Ended June 30,For the Six Months Ended June 30,
 2020201920202019
Net (loss) income attributable to the Company$(25,116) $15,734  $(17,594) $23,558  
Adjustments to reconcile net (loss) income attributable to the Company to FFO attributable to common stockholders and unit holders—basic and diluted:    
Noncontrolling interests in the Operating Partnership(1,851) 1,147  (1,294) 1,724  
Loss on sale or write down of assets, net—consolidated assets3,867  9,059  40,570  15,375  
Add: noncontrolling interests share of loss on sale or write down of assets—consolidated assets—  (3,369) —  (3,369) 
Add: gain on sale of undepreciated assets—consolidated assets40  —  40  534  
Less: loss on write-down of non-real estate assets—consolidated assets(2,793) —  (2,793) —  
Loss on sale or write down of assets—unconsolidated joint ventures, net(1)6  313  6  384  
Depreciation and amortization—consolidated assets80,294  82,385  162,507  163,853  
Less: noncontrolling interests in depreciation and amortization—consolidated assets(3,828) (3,676) (7,617) (7,321) 
Depreciation and amortization—unconsolidated joint ventures(1)46,418  51,207  95,927  96,205  
Less: depreciation on personal property(3,876) (3,934) (8,202) (7,799) 
FFO attributable to common stockholders and unit holders—basic and diluted93,161  148,866  261,550  283,144  
Financing expense in connection with Chandler Freehold(32,626) (15,225) (78,333) (27,569) 
FFO attributable to common stockholders and unit holders, excluding financing expense in connection with Chandler Freehold—basic and diluted60,535  133,641  183,217  255,575  
Loss on extinguishment of debt, net—consolidated assets—  —  —  351  
FFO attributable to common stockholders and unit holders, excluding financing expense in connection with Chandler Freehold and loss on extinguishment of debt, net—basic and diluted$60,535  $133,641  $183,217  $255,926  
Weighted average number of FFO shares outstanding for:    
FFO attributable to common stockholders and unit holders—basic(2)154,606  151,760  153,260  151,718  
Adjustments for impact of dilutive securities in computing FFO—diluted:
   Share and unit based compensation plans—  —  —  —  
Weighted average number of FFO shares outstanding for FFO attributable to common stockholders and unit holders—basic and diluted(2)154,606  151,760  153,260  151,718  

 For the Three Months Ended June 30,For the Six Months Ended June 30,
 2021202020212020
Net loss attributable to the Company$(11,765)$(25,116)$(75,369)$(17,594)
Adjustments to reconcile net loss attributable to the Company to FFO attributable to common stockholders and unit holders—basic and diluted:    
Noncontrolling interests in the Operating Partnership87 (1,851)(4,269)(1,294)
Loss on sale or write down of assets, net—consolidated assets3,927 3,867 25,210 40,570 
Add: noncontrolling interests share of gain on sale or write down of assets—consolidated assets5,902 — 5,855 — 
Add: gain on sale of undepreciated assets—consolidated assets15,722 40 19,818 40 
Less: noncontrolling interests share of gain of undepreciated assets—consolidated assets(4,894)— (6,085)— 
Loss on write-down of non-real estate assets—consolidated assets(1,000)(2,793)(2,200)(2,793)
Loss on sale or write down of assets—unconsolidated joint ventures, net(1)106 6 79 6 
Depreciation and amortization—consolidated assets77,630 80,294 156,026 162,507 
Less: noncontrolling interests in depreciation and amortization—consolidated assets(5,085)(3,828)(9,160)(7,617)
Depreciation and amortization—unconsolidated joint ventures(1)46,126 46,418 93,232 95,927 
Less: depreciation on personal property(3,309)(3,876)(6,687)(8,202)
FFO attributable to common stockholders and unit holders—basic and diluted123,447 93,161 196,450 261,550 
Financing expense in connection with Chandler Freehold4,147 (32,626)6,698 (78,333)
FFO attributable to common stockholders and unit holders, excluding financing expense in connection with Chandler Freehold—basic and diluted$127,594 $60,535 $203,148 $183,217 
Weighted average number of FFO shares outstanding for:    
FFO attributable to common stockholders and unit holders—basic(2)215,576 154,606 192,633 153,260 
Adjustments for impact of dilutive securities in computing FFO—diluted:
   Share and unit based compensation plans— — — — 
Weighted average number of FFO shares outstanding for FFO attributable to common stockholders and unit holders—basic and diluted(2)215,576 154,606 192,633 153,260 
(1)     Unconsolidated joint ventures are presented at the Company's pro rata share.
(2)     Calculated based upon basic net income as adjusted to reach basic FFO. Includes 10.59.8 million and 10.410.5 million OP Units for the the three months ended June 30, 2021 and 2020, respectively, and 10.3 million and 10.5 million for the six months ended June 30, 20202021 and 2019,2020, respectively.
The computation of FFO—diluted shares outstanding includes the effect of share and unit-based compensation plans using the treasury stock method. It also assumes the conversion of MACWH, LP common and preferred units to the extent that they are dilutive to the FFO—diluted computation.
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Item 3.    Quantitative and Qualitative Disclosures About Market Risk
The Company's primary market risk exposure is interest rate risk. The Company has managed and will continue to manage interest rate risk by (1) maintaining a ratio of fixed rate, long-term debt to total debt such that floating rate exposure is kept at an acceptable level, (2) reducing interest rate exposure on certain long-term floating rate debt through the use of interest rate caps and/or swaps with matching maturities where appropriate, (3) using treasury rate locks where appropriate to fix rates on anticipated debt transactions, and (4) taking advantage of favorable market conditions for long-term debt and/or equity.
The following table sets forth information as of June 30, 20202021 concerning the Company's long-term debt obligations, including principal cash flows by scheduled maturity, weighted average interest rates and estimated fair value (dollars in thousands):
Expected Maturity Date
 For the twelve months ending June 30,   
 20222023202420252026ThereafterTotalFair Value
CONSOLIDATED CENTERS:        
Long-term debt:        
Fixed rate(1)$554,762 $672,618 $100,888 $978,269 $216,463 $1,785,000 $4,308,000 $4,208,028 
Average interest rate4.55 %4.18 %5.73 %3.70 %3.49 %3.92 %4.01 % 
Floating rate— 35,320 574,002 — — — 609,322 609,621 
Average interest rate— %3.01 %3.00 %— %— %— %3.00 % 
Total debt—Consolidated Centers$554,762 $707,938 $674,890 $978,269 $216,463 $1,785,000 $4,917,322 $4,817,649 
UNCONSOLIDATED JOINT VENTURE CENTERS:        
Long-term debt (at Company's pro rata share):        
Fixed rate$149,343 $677,214 $371,525 $36,896 $553,369 $1,231,392 $3,019,739 $2,973,643 
Average interest rate3.98 %3.52 %4.08 %3.92 %3.82 %3.88 %3.82 % 
Floating rate34,092 — 9,742 48,231 — — 92,065 88,210 
Average interest rate2.09 %— %1.94 %1.79 %— %— %1.92 % 
Total debt—Unconsolidated Joint Venture Centers$183,435 $677,214 $381,267 $85,127 $553,369 $1,231,392 $3,111,804 $3,061,853 
Expected Maturity Date
 For the twelve months ending June 30,   
 20212022202320242025ThereafterTotalFair Value
CONSOLIDATED CENTERS:        
Long-term debt:        
Fixed rate$588,325  $760,830  $25,846  $6,995  $378,269  $2,601,463  $4,361,728  $4,405,204  
Average interest rate4.56 %4.20 %4.15 %3.49 %4.05 %3.79 %3.99 % 
Floating rate130,000  1,080,000  300,000  —  —  —  1,510,000  1,507,380  
Average interest rate2.32 %1.75 %1.54 %— %— %— %1.76 % 
Total debt—Consolidated Centers$718,325  $1,840,830  $325,846  $6,995  $378,269  $2,601,463  $5,871,728  $5,912,584  
UNCONSOLIDATED JOINT VENTURE CENTERS:        
Long-term debt (at Company's pro rata share):        
Fixed rate$151,843  $47,609  $646,509  $403,124  $34,174  $1,739,667  $3,022,926  $3,078,118  
Average interest rate3.80 %3.73 %3.47 %4.11 %3.84 %3.88 %3.81 % 
Floating rate—  36,183  150,500  9,691  1,411  —  197,785  197,709  
Average interest rate— %2.17 %2.17 %2.03 %2.06 %— %2.16 % 
Total debt—Unconsolidated Joint Venture Centers$151,843  $83,792  $797,009  $412,815  $35,585  $1,739,667  $3,220,711  $3,275,827  
(1)    The notional amount of the swaps that were previously hedged against the Company's prior revolving line of credit are now hedged against the Santa Monica Place floating rate debt and a portion of Green Acres Commons floating rate debt effectively converting the Santa Monica Place loan and a majority of the Green Acres Commons loan to fixed rate debt through September 30, 2021 (See Note 5—Derivative Instruments and Hedging Activities in the Company's Notes to the Consolidated Financial Statements).
The consolidatedConsolidated Centers' total fixed rate debt at each of June 30, 20202021 and December 31, 20192020 was $4.4$4.3 billion. The average interest rate on the fixed rate debt at June 30, 20202021 and December 31, 20192020 was 3.99%.4.01% and 3.98%, respectively. The consolidatedConsolidated Centers' total floating rate debt at each of June 30, 20202021 and December 31, 20192020 was $1.5$0.6 billion and $850.0 million,$1.7 billion, respectively. The average interest rate on the floating rate debt at June 30, 20202021 and December 31, 20192020 was 1.76%3.00% and 3.36%2.08%, respectively.
The Company's pro rata share of the unconsolidated joint venture Centers' fixed rate debt at each of June 30, 20202021 and December 31, 20192020 was $3.0 billion. The average interest rate on the fixed rate debt at June 30, 20202021 and December 31, 20192020 was 3.81%3.82%. The Company's pro rata share of the unconsolidated joint venture Centers' floating rate debt at June 30, 20202021 and December 31, 20192020 was $197.8$92.1 million and $196.1$70.5 million, respectively. The average interest rate on the floating rate debt at June 30, 20202021 and December 31, 20192020 was 2.16%1.92% and 3.69%2.02%, respectively.
The Company uses derivative financial instruments in the normal course of business to manage or hedge interest rate risk and records all derivatives on the balance sheet at fair value. Interest rate cap agreements offer protection against floating rates on the notional amount from exceeding the rates noted in the above schedule, and interest rate swap agreements effectively replace a floating rate on the notional amount with a fixed rate as noted above. As of June 30, 2020,2021, the Company has one interest rate cap agreement and four interest rate swap agreements in place (See Note 5—Derivative Instruments and Hedging Activities in the Company's Notes to the Consolidated Financial Statements).


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In addition, the Company has assessed the market risk for its floating rate debt and believes that a 1% increase in interest rates would decrease future earnings and cash flows by approximately $17.1$7.0 million per year based on $1.7$0.7 billion of floating rate debt outstanding at June 30, 2020.

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2021.
The fair value of the Company's long-term debt is estimated based on a present value model utilizing interest rates that reflect the risks associated with long-term debt of similar risk and duration. In addition, the method of computing fair value for mortgage notes payable included a credit value adjustment based on the estimated value of the property that serves as collateral for the underlying debt (See Note 10—Mortgage Notes Payable and Note 11—Bank and Other Notes Payable in the Company's Notes to the Consolidated Financial Statements).
In July 2017, the Financial Conduct Authority (the “FCA”), the authority that regulates LIBOR, announced that it intends to stop compelling banks to submit rates for the calculation of LIBOR after 2021, and, on March 5, 2021, the FCA announced that USD-LIBOR will no longer be published after June 30, 2023. In the event that LIBOR is discontinued after June 30, 2023, the interest rate for the variable rate debt of the Company and its joint ventures and the swap rate for the Company’s interest rate swaps following such event will be based on an alternative variable rate as specified in the applicable documentation governing such debt or swaps or as otherwise agreed upon. Such an event would not affect the Company’s ability to borrow or maintain already outstanding borrowings or swaps, but the alternative variable rate could be higher and more volatile than LIBOR prior to its discontinuance. The Company understands that LIBOR is expected to remain available through the end of 2021, but may be discontinued or otherwise become unavailable thereafter.
Item 4.    Controls and Procedures
As required by Rule 13a-15(b) under the Securities Exchange Act of 1934, 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 Quarterly Report on Form 10-Q. Based on their evaluation as of June 30, 2020,2021, 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 Securities Exchange Act of 1934, as amended) were effective to ensure that the information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934 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.
In addition, there has been no change in the Company's internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15(d)-15(f) under the Securities Exchange Act of 1934) that occurred during the Company's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

PART II OTHER INFORMATION
Item 1.   Legal Proceedings
None of the Company, the Operating Partnership, the Management Companies or their respective affiliates are currently involved in any material legal proceedings, although from time-to-time they are involved in various legal proceedings that arise in the ordinary course of business.
Item 1A.  Risk Factors
The following risk factor supplementsThere have been no material changes to the risk factors describedrelating to the Company set forth under “Itemthe caption "Item 1A. Risk Factors”Factors" in ourthe Company's Annual Report on Form 10-K for the year ended December 31, 2019, and should be read in conjunction with the other risk factors presented in the Annual Report on Form 10-K.2020.
The outbreak of the novel coronavirus ("COVID-19") has caused, and could continue to cause, disruptions in the U.S., regional and global economies and has impacted, and could continue to materially and adversely impact, our financial condition and results of operations and the financial condition and results of operations of our tenants.
In March 2020, the World Health Organization declared COVID-19 a global pandemic. COVID-19 has caused, and could continue to cause, widespread disruptions to the United States and global economy and has contributed to significant volatility and negative pressure in financial markets. The global impact of the outbreak is continually evolving and, as additional cases of the virus are identified, many countries, including the United States, have reacted by instituting quarantines, restrictions on travel and/or mandatory closures of businesses. Certain states and cities, including where the Centers are located, have also reacted by instituting quarantines, restrictions on travel, “stay-at-home” rules, restrictions on types of business that may continue to operate, and/or restrictions on the types of construction projects that may continue.
The extent to which COVID-19 impacts our operations will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the scope, severity and duration of such pandemic, the actions taken to contain the pandemic or mitigate its impact, as well as the effect of any relaxation of current restrictions, all of which could vary by geographic region in which our properties are located, and the direct and indirect economic effects of the pandemic and




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containment measures, among others. The rapid development and fluidity of this situation precludes any prediction as to the full adverse impact of COVID-19. Nevertheless, COVID-19 has, and may continue to, adversely affect our business, financial condition and results of operations, and it may also have the effect of heightening many of the risks described in the “Risk Factors” section of our Annual Report on Form 10-K for the year ended December 31, 2019, including:
•a complete or partial closure of, or other operational issues at, one or more of our Centers resulting from government or tenant action, including continued delays in re-opening or subsequent closures of previously re-opened Centers, which has adversely affected, and is expected to continue to adversely effect, our operations and those of our tenants;
•reduced economic activity impacting the businesses, financial condition and liquidity of our tenants, which has caused and could continue to cause, one or more of our tenants, including one or more of our Anchors, or one or more of our joint venture partners, to be unable to meet their obligations to us in full, or at all, to otherwise seek modifications of such obligations, including, in the case of our tenants, deferrals or reductions of rental payments, or to declare bankruptcy;
•decreased levels of consumer spending and consumer confidence during the pandemic, as well as a decrease in traffic at our Centers once re-opened, which could affect the ability of the Centers to generate sufficient revenues to meet operating and other expenses in the short-term and accelerate a shift to online retail shopping, which, if sustained could result in prolonged decreases in revenue at the Centers even after the immediate impact of the pandemic is resolved;
•inability to renew leases, lease vacant space, including vacant space from tenant bankruptcies and defaults, or re-let space as leases expire on favorable terms, or at all, which could result in lower rental payments or reduced occupancy levels, or could cause interruptions or delays in the receipt of rental payments;
•a potential closure of Anchors at one or more of our properties, which could trigger co-tenancy lease clauses within one or more of our leases at such properties and lead to a decline in revenue and occupancy;
•state, local or industry-initiated efforts, such as a rent freeze for tenants or a suspension of a landlord’s ability to enforce evictions, which may affect our ability to collect rent or enforce remedies for the failure to pay rent;
•disruption and instability in the global financial markets or deteriorations in credit and financing conditions, which could make it difficult for us to access debt and equity capital on attractive terms, or at all, and impact our ability to fund business activities and repay debt on a timely basis;
•disruptions in the supply of materials or products or the inability of contractors to perform on a timely basis or at all, which could increase the costs of construction of new or existing projects and cause delays in completing ongoing or future construction, development or re-development projects;
•a potential negative impact on our financial results could adversely impact our compliance with the financial covenants within our credit facility and other debt agreements or cause a failure to meet certain of these financial covenants, which could cause an event of default, which, if not cured or waived, could accelerate some or all of such indebtedness and could have a material adverse effect on us;
•the potential that we may further reduce our dividend and/or pay future dividends at least partially in our stock instead of in cash, in which case stockholders may be required to pay U.S. federal income taxes in excess of the cash dividends they receive;
•a potential decline in asset values at one or more of our properties encumbered by mortgage debt, which could inhibit our ability to successfully refinance one or more such properties, result in a default under the applicable mortgage debt agreement and potentially cause the acceleration of such indebtedness;
•a general decline in business activity and demand for real estate transactions, which could adversely affect our ability or desire to make strategic acquisitions or dispositions;
•the potential negative impact on the health of our personnel, particularly if a significant number of our executive management team or key employees are impacted, which could result in a deterioration in our ability to ensure business continuity during a disruption;
•uncertainty as to whether government authorities will maintain the relaxation of current restrictions on businesses in the regions in which our properties are located, if such restrictions have been relaxed at all, and whether government authorities will impose (or suggest) requirements on landlords, such as us, to further enhance health and safety protocols, or whether we will voluntarily adopt any such requirements ourselves, which could result in increased
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operating costs and demands on our property management teams to ensure compliance with any such requirements; and
•limited access to our facilities, management, tenants, support staff and professional advisors, which could hamper our ability to comply with regulatory obligations and prevent us from conducting our business as efficiently and effectively as we otherwise would.
Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds
On April 7, 2020, the Company, as general partner of the Operating Partnership, issued 82,856 shares of common stock of the Company upon the redemption of 82,856 common partnership units of the Operating Partnership. These shares of common stock were issued in a private placement to a limited partner of the Operating Partnership, who is an accredited investor, pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended.None

Issuer Purchases of Equity Securities
PeriodTotal Number of Shares PurchasedAverage Price Paid per ShareTotal Number of Shares Purchased as Part of Publicly Announced Plans or ProgramsApproximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs (1)
April 1, 20202021 to April 30, 20202021— $— — $278,707,048 
May 1, 20202021 to May 31, 20202021— — — — $278,707,048 
June 1, 20202021 to June 30, 20202021— — — — $278,707,048 
Total— $— — 
(1)On February 12, 2017, the Company's Board of Directors authorized the repurchase of up to $500.0 million of the Company's outstanding common shares from time to time as market conditions warrant.
Item 3.  Defaults Upon Senior Securities
Not Applicable
Item 4.  Mine Safety Disclosures
Not Applicable
Item 5.  Other Information
Not Applicable

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Item 6.  Exhibits
Exhibit
Number		Description
2.1
3.1Articles of Amendment and Restatement of the Company (incorporated by reference as an exhibit to the Company's Registration Statement on Form S-11, as amended (No. 33-68964)) (Filed in paper - hyperlink is not required pursuant to Rule 105 of Regulation S-T).
3.1.1Articles Supplementary of the Company (incorporated by reference as an exhibit to the Company's Current Report on Form 8-K, event date May 30, 1995) (Filed in paper - hyperlink is not required pursuant to Rule 105 of Regulation S-T).
3.1.2
3.1.3
3.1.4
3.1.5
3.1.6
3.1.7
3.1.8
3.1.9
3.1.10
3.1.11
3.1.12
3.1.13
3.1.14
3.2
10.1
10.1.1
10.2


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Exhibit
Number		Description
10.3*
10.4*
10.5*
31.1
31.2
32.1**
101.SCHInline XBRL Taxonomy Extension Schema Document
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document
101.LABInline XBRL Taxonomy Extension Label Linkbase Document
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document
101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document

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Exhibit
Number		Description
104Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101.*).
* Represents a management contract, or compensatory plan, contract or arrangement required to be filed pursuant to Regulation S-K.
** Furnished herewith.

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Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
  THE MACERICH COMPANY
 By:/s/ SCOTT W. KINGSMORE
Scott W. Kingsmore
 Senior Executive Vice President, Treasurer and Chief Financial Officer
Date:August 10, 20206, 2021(Principal Financial Officer)


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