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 September 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 November 5, 20202021 of the registrant's common stock, par value $0.01 per share: 149,472,431213,037,660 shares







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

THE MACERICH COMPANY
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands, except par value)
(Unaudited)
September 30,
2020		December 31,
2019
ASSETS:  
Property, net$6,438,248 $6,643,513 
Cash and cash equivalents528,431 100,005 
Restricted cash13,370 14,211 
Tenant and other receivables, net234,934 144,035 
Right-of-use assets, net134,663 148,087 
Deferred charges and other assets, net247,127 277,866 
Due from affiliates16,628 6,157 
Investments in unconsolidated joint ventures1,569,887 1,519,697 
Total assets$9,183,288 $8,853,571 
LIABILITIES AND EQUITY:  
Mortgage notes payable$4,373,710 $4,392,599 
Bank and other notes payable1,477,549 817,377 
Accounts payable and accrued expenses71,939 51,027 
Lease liabilities106,803 114,201 
Other accrued liabilities220,651 265,595 
Distributions in excess of investments in unconsolidated joint ventures106,992 107,902 
Financing arrangement obligation177,107 273,900 
Total liabilities6,534,751 6,022,601 
Commitments and contingencies
Equity:  
Stockholders' equity:  
Common stock, $0.01 par value, 250,000,000 shares authorized, 149,638,280 and 141,407,650 shares issued and outstanding at September 30, 2020 and December 31, 2019, respectively1,496 1,414 
Additional paid-in capital4,600,470 4,583,911 
Accumulated deficit(2,126,749)(1,944,012)
Accumulated other comprehensive loss(10,889)(9,051)
Total stockholders' equity2,464,328 2,632,262 
Noncontrolling interests184,209 198,708 
Total equity2,648,537 2,830,970 
Total liabilities and equity$9,183,288 $8,853,571 
September 30,
2021		December 31,
2020
ASSETS:  
Property, net$6,330,391 $6,694,579 
Cash and cash equivalents117,596 465,297 
Restricted cash55,514 17,362 
Tenant and other receivables, net175,290 239,194 
Right-of-use assets, net113,068 118,355 
Deferred charges and other assets, net252,021 306,959 
Due from affiliates2,977 1,612 
Investments in unconsolidated joint ventures1,365,369 1,340,647 
Total assets$8,412,226 $9,184,005 
LIABILITIES AND EQUITY:  
Mortgage notes payable$4,432,587 $4,560,810 
Bank and other notes payable114,252 1,477,540 
Accounts payable and accrued expenses58,461 68,825 
Lease liabilities83,456 90,216 
Other accrued liabilities237,392 298,594 
Distributions in excess of investments in unconsolidated joint ventures129,517 108,381 
Financing arrangement obligation121,770 134,379 
Total liabilities5,177,435 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 September 30, 2021 and December 31, 2020, respectively, and 213,307,990 and 149,770,575 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively2,133 1,498 
Additional paid-in capital5,467,235 4,603,378 
Accumulated deficit(2,394,634)(2,339,619)
Accumulated other comprehensive loss— (8,208)
Total stockholders' equity3,074,734 2,257,049 
Noncontrolling interests160,057 188,211 
Total equity3,234,791 2,445,260 
Total liabilities and equity$8,412,226 $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 September 30,For the Nine Months Ended September 30, For the Three Months Ended September 30,For the Nine Months Ended September 30,
2020201920202019 2021202020212020
Revenues:Revenues:  Revenues:  
Leasing revenueLeasing revenue$175,506 $214,260 $554,981 $636,290 Leasing revenue$197,135 $175,506 $573,657 $554,981 
OtherOther4,334 6,889 16,595 20,054 Other8,215 4,334 25,391 16,595 
Management CompaniesManagement Companies6,004 9,978 19,807 29,277 Management Companies6,787 6,004 18,986 19,807 
Total revenuesTotal revenues185,844 231,127 591,383 685,621 Total revenues212,137 185,844 618,034 591,383 
Expenses:Expenses:  Expenses:  
Shopping center and operating expensesShopping center and operating expenses64,680 69,328 192,538 203,024 Shopping center and operating expenses70,696 64,680 214,506 192,538 
Leasing expensesLeasing expenses5,544 7,162 19,622 22,344 Leasing expenses6,200 5,544 18,003 19,622 
Management Companies' operating expensesManagement Companies' operating expenses13,031 15,514 45,697 50,220 Management Companies' operating expenses14,601 13,031 44,465 45,697 
REIT general and administrative expensesREIT general and administrative expenses7,589 5,285 22,652 16,835 REIT general and administrative expenses7,599 7,589 22,365 22,652 
Depreciation and amortizationDepreciation and amortization78,605 82,787 241,112 246,640 Depreciation and amortization75,465 78,605 231,491 241,112 
169,449 180,076 521,621 539,063 174,561 169,449 530,830 521,621 
Interest (income) expense:  
Interest expense (income):Interest expense (income):  
Related partiesRelated parties(15,502)(36,059)(92,552)(59,749)Related parties(7,708)(15,502)(3,435)(92,552)
OtherOther52,686 50,858 157,844 150,014 Other48,044 52,686 152,581 157,844 
37,184 14,799 65,292 90,265 40,336 37,184 149,146 65,292 
Loss on extinguishment of debt, net0 0 0 351 
Loss on extinguishment of debtLoss on extinguishment of debt1,007 — 1,007 — 
Total expensesTotal expenses206,633 194,875 586,913 629,679 Total expenses215,904 206,633 680,983 586,913 
Equity in (loss) income of unconsolidated joint venturesEquity in (loss) income of unconsolidated joint ventures(12,513)14,582 (16,988)34,082 Equity in (loss) income of unconsolidated joint ventures(1,733)(12,513)20,212 (16,988)
Income tax (expense) benefitIncome tax (expense) benefit(1,106)(678)684 (1,703)Income tax (expense) benefit(107)(1,106)(9,452)684 
Gain (loss) on sale or write down of assets, netGain (loss) on sale or write down of assets, net11,786 (131)(28,784)(15,506)Gain (loss) on sale or write down of assets, net118,566 11,786 93,356 (28,784)
Net (loss) income(22,622)50,025 (40,618)72,815 
Less net (loss) income attributable to noncontrolling interests(431)3,654 (833)2,886 
Net (loss) income attributable to the Company$(22,191)$46,371 $(39,785)$69,929 
Earnings per common share—attributable to common stockholders:  
Net income (loss)Net income (loss)112,959 (22,622)41,167 (40,618)
Less net income (loss) attributable to noncontrolling interestsLess net income (loss) attributable to noncontrolling interests6,257 (431)9,834 (833)
Net income (loss) attributable to the CompanyNet income (loss) attributable to the Company$106,702 $(22,191)$31,333 $(39,785)
Income (loss) per common share—attributable to common stockholders:Income (loss) per common share—attributable to common stockholders:  
BasicBasic$(0.15)$0.33 $(0.28)$0.49 Basic$0.50 $(0.15)$0.16 $(0.28)
DilutedDiluted$(0.15)$0.33 $(0.28)$0.49 Diluted$0.50 $(0.15)$0.16 $(0.28)
Weighted average number of common shares outstanding:Weighted average number of common shares outstanding:  Weighted average number of common shares outstanding:  
BasicBasic149,626,000 141,368,000 145,071,000 141,325,000 Basic213,214,000 149,626,000 192,717,000 145,071,000 
DilutedDiluted149,626,000 141,368,000 145,071,000 141,325,000 Diluted213,214,000 149,626,000 192,717,000 145,071,000 
   The accompanying notes are an integral part of these consolidated financial statements.
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Table of Contents
THE MACERICH COMPANY
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) INCOME
(Dollars in thousands, except per share amounts)
(Unaudited)
 For the Three Months Ended September 30,For the Nine Months Ended September 30,
 2020201920202019
Net (loss) income$(22,622)$50,025 $(40,618)$72,815 
Other comprehensive (loss) income:
Interest rate cap/swap agreements2,812 (154)(1,838)(6,480)
Comprehensive (loss) income(19,810)49,871 (42,456)66,335 
Less net (loss) income attributable to noncontrolling interests(431)3,654 (833)2,886 
Comprehensive (loss) income attributable to the Company$(19,379)$46,217 $(41,623)$63,449 
 For the Three Months Ended September 30,For the Nine Months Ended September 30,
 2021202020212020
Net income (loss)$112,959 $(22,622)$41,167 $(40,618)
Other comprehensive income (loss):
Interest rate cap/swap agreements2,775 2,812 8,208 (1,838)
Comprehensive income (loss)115,734 (19,810)49,375 (42,456)
Less net income (loss) attributable to noncontrolling interests6,257 (431)9,834 (833)
Comprehensive income (loss) attributable to the Company$109,477 $(19,379)$39,541 $(41,623)
   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 September 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 July 1, 2021211,169,654 $2,112 $5,438,493 $(2,469,336)$(2,775)$2,968,494 $158,452 $3,126,946 
Net income———106,702 —106,702 6,257 112,959 
Interest rate cap/swap agreements————2,775 2,775 —2,775 
Amortization of share and unit-based plans16,320 — 4,318 ——4,318 —4,318 
Stock offerings, net2,122,016 21 23,799 ——23,820 —23,820 
Distributions paid ($0.15 per share)———(32,000)—(32,000)—(32,000)
Distributions to noncontrolling interests—————— (3,972)(3,972)
Contributions from noncontrolling interests—————— 4 4 
Redemption of noncontrolling interests——(17)——(17)(42)(59)
Adjustment of noncontrolling interests in Operating Partnership——642 ——642 (642)— 
Balance at September 30, 2021213,307,990 $2,133 $5,467,235 $(2,394,634)$— $3,074,734 $160,057 $3,234,791 
 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 July 1, 2020149,601,164 $1,496 $4,596,684 $(2,082,082)$(13,701)$2,502,397 $186,162 $2,688,559 
Net loss———(22,191)—(22,191)(431)(22,622)
Interest rate cap/swap agreements————2,812 2,812 —2,812 
Amortization of share and unit-based plans16,903 —4,123 ——4,123 —4,123 
Distributions paid ($0.15 per share)———(22,476)—(22,476)—(22,476)
Distributions to noncontrolling interests—————— (2,174)(2,174)
Contributions from noncontrolling interests—————— 325 325 
Conversion of noncontrolling interests to common shares20,213 — 409 ——409 (409)0 
Redemption of noncontrolling interests——12 ——12 (22)(10)
Adjustment of noncontrolling interests in Operating Partnership——(758)——(758)758 0 
Balance at September 30, 2020149,638,280 $1,496 $4,600,470 $(2,126,749)$(10,889)$2,464,328 $184,209 $2,648,537 

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		 SharesPar
Value		Noncontrolling
Interests		Total
Equity
Balance at July 1, 2019141,364,568 $1,413 $4,578,620 $(1,805,097)$(10,792)$2,764,144 $205,226 $2,969,370 
Net income— — — 46,371 — 46,371 3,654 50,025 
Balance at July 1, 2020Balance at July 1, 2020149,601,164 $1,496 $4,596,684 $(2,082,082)$(13,701)$2,502,397 $186,162 $2,688,559 
Net lossNet loss— — — (22,191)— (22,191)(431)(22,622)
Interest rate cap/swap agreementsInterest rate cap/swap agreements— — — — (154)(154)— (154)Interest rate cap/swap agreements— — — — 2,812 2,812 — 2,812 
Amortization of share and unit-based plansAmortization of share and unit-based plans6,157 — 3,315 — — 3,315 — 3,315 Amortization of share and unit-based plans16,903 — 4,123 — — 4,123 — 4,123 
Distributions declared ($0.75 per share)— — — (106,081)— (106,081)— (106,081)
Distributions paid ($0.15 per share)Distributions paid ($0.15 per share)— — — (22,476)— (22,476)— (22,476)
Distributions to noncontrolling interestsDistributions to noncontrolling interests— — — — — — (8,742)(8,742)Distributions to noncontrolling interests— — — — — — (2,174)(2,174)
Contributions from noncontrolling interestsContributions from noncontrolling interests— — — — — — 50 50 Contributions from noncontrolling interests— — — — — — 325 325 
OtherOther— — — — — — — — 
Conversion of noncontrolling interests to common sharesConversion of noncontrolling interests to common shares20,213 — 409 — — 409 (409)— 
Redemption of noncontrolling interestsRedemption of noncontrolling interests— — (6)— — (6)(8)(14)Redemption of noncontrolling interests— — 12 — — 12 (22)(10)
Adjustment of noncontrolling interests in Operating PartnershipAdjustment of noncontrolling interests in Operating Partnership— — (378)— — (378)378 0 Adjustment of noncontrolling interests in Operating Partnership— — (758)— — (758)758 — 
Balance at September 30, 2019141,370,725 $1,413 $4,581,551 $(1,864,807)$(10,946)$2,707,211 $200,558 $2,907,769 
Balance at September 30, 2020Balance at September 30, 2020149,638,280 $1,496 $4,600,470 $(2,126,749)$(10,889)$2,464,328 $184,209 $2,648,537 

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)
Nine Months Ended September 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 income— — — 31,333 — 31,333 9,834 41,167 
Interest rate cap/swap agreements— — — — 8,208 8,208 — 8,208 
Amortization of share and unit-based plans241,001 2 13,679 — — 13,681 — 13,681 
Employee stock purchases88,107 1 594 — — 595 — 595 
Stock offerings, net62,029,777 620 829,254 — 829,874 — 829,874 
Distributions paid ($0.45 per share)— — — (86,348)— (86,348)— (86,348)
Distributions to noncontrolling interests— — — — — — (18,166)(18,166)
Contributions from noncontrolling interests— — — — — — 580 580 
Conversion of noncontrolling interests to common shares1,178,530 12 22,206 — — 22,218 (22,218)— 
Redemption of noncontrolling interests— — (17)— — (17)(43)(60)
Adjustment of noncontrolling interests in Operating Partnership— — (1,859)— — (1,859)1,859 — 
Balance at September 30, 2021213,307,990 $2,133 $5,467,235 $(2,394,634)$— $3,074,734 $160,057 $3,234,791 
 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— — — (39,785)— (39,785)(833)(40,618)
Interest rate cap/swap agreements— — — — (1,838)(1,838)— (1,838)
Amortization of share and unit-based plans142,991 1 13,935 — — 13,936 — 13,936 
Employee stock purchases141,568 1 851 — — 852 — 852 
Distributions paid ($1.00 per share)— — — (142,952)— (142,952)— (142,952)
Stock dividend7,759,280 78 (78)— — — — — 
Distributions to noncontrolling interests— — — — — — (12,235)(12,235)
Contributions from noncontrolling interests— — — — — — 450 450 
Conversion of noncontrolling interests to common shares186,791 2 12,084 — — 12,086 (12,086)0 
Redemption of noncontrolling interests— — 25 — — 25 (53)(28)
Adjustment of noncontrolling interests in Operating Partnership— — (10,258)— — (10,258)10,258 0 
Balance at September 30, 2020149,638,280 $1,496 $4,600,470 $(2,126,749)$(10,889)$2,464,328 $184,209 $2,648,537 

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		 SharesPar
Value		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— — — 69,929 — 69,929 2,886 72,815 
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— — — (39,785)— (39,785)(833)(40,618)
Interest rate cap/swap agreementsInterest rate cap/swap agreements— — — — (6,480)(6,480)— (6,480)Interest rate cap/swap agreements— — — — (1,838)(1,838)— (1,838)
Amortization of share and unit-based plansAmortization of share and unit-based plans101,213 1 13,352 — — 13,353 — 13,353 Amortization of share and unit-based plans142,991 1 13,935 — — 13,936 — 13,936 
Employee stock purchasesEmployee stock purchases26,800 — 819 — — 819 — 819 Employee stock purchases141,568 1 851 — — 852 — 852 
Distributions declared ($2.25 per share)— — — (318,176)— (318,176)— (318,176)
Distributions paid ($1.00 per share)Distributions paid ($1.00 per share)— — — (142,952)— (142,952)— (142,952)
Stock dividendStock dividend7,759,280 78 (78)— — — — — 
Distributions to noncontrolling interestsDistributions to noncontrolling interests— — — — — — (41,200)(41,200)Distributions to noncontrolling interests— — — — — — (12,235)(12,235)
Contributions from noncontrolling interestsContributions from noncontrolling interests— — — — — — 460 460 Contributions from noncontrolling interests— — — — — — 450 450 
Conversion of noncontrolling interests to common sharesConversion of noncontrolling interests to common shares21,000 — 1,005��— — 1,005 (1,005)0 Conversion of noncontrolling interests to common shares186,791 2 12,084 — — 12,086 (12,086)— 
Redemption of noncontrolling interestsRedemption of noncontrolling interests— — (26)— — (26)(25)(51)Redemption of noncontrolling interests— — 25 — — 25 (53)(28)
Adjustment of noncontrolling interests in Operating PartnershipAdjustment of noncontrolling interests in Operating Partnership— — (1,242)— — (1,242)1,242 0 Adjustment of noncontrolling interests in Operating Partnership— — (10,258)— — (10,258)10,258 — 
Balance at September 30, 2019141,370,725 $1,413 $4,581,551 $(1,864,807)$(10,946)$2,707,211 $200,558 $2,907,769 
Balance at September 30, 2020Balance at September 30, 2020149,638,280 $1,496 $4,600,470 $(2,126,749)$(10,889)$2,464,328 $184,209 $2,648,537 
  
 The accompanying notes are an integral part of these consolidated financial statements.
7
Table of Contents
THE MACERICH COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
(Unaudited)
For the Nine Months Ended September 30,
 20202019
Cash flows from operating activities:  
Net (loss) income$(40,618)$72,815 
Adjustments to reconcile net (loss) income to net cash provided by operating activities:  
Loss on extinguishment of debt, net0 351 
Loss on sale or write down of assets, net28,784 15,506 
Depreciation and amortization246,500 251,946 
Amortization of premium on mortgage notes payable(695)(696)
Amortization of share and unit-based plans10,990 9,755 
Straight-line rent and amortization of above and below market leases(3,917)(12,447)
Provision for doubtful accounts39,248 6,767 
Income tax (benefit) expense(684)1,703 
Equity in loss (income) of unconsolidated joint ventures16,988 (34,082)
Distributions of income from unconsolidated joint ventures0 844 
Change in fair value of financing arrangement obligation(96,793)(70,977)
Changes in assets and liabilities, net of dispositions:  
Tenant and other receivables(124,004)4,683 
Other assets5,470 3,942 
Due from affiliates(11,628)10,424 
Accounts payable and accrued expenses27,173 13,105 
Other accrued liabilities(31,687)(1,662)
Net cash provided by operating activities65,127 271,977 
Cash flows from investing activities:  
Development, redevelopment, expansion and renovation of properties(46,421)(104,905)
Property improvements(18,005)(21,114)
Proceeds from repayment of notes receivable0 65,791 
Deferred leasing costs(2,247)(10,885)
Distributions from unconsolidated joint ventures28,178 235,811 
Contributions to unconsolidated joint ventures(100,618)(149,368)
Proceeds from sale of assets16,315 1,245 
Net cash (used in) provided by investing activities(122,798)16,575 
For the Nine Months Ended September 30,
 20212020
Cash flows from operating activities:  
Net income (loss)$41,167 $(40,618)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:  
Loss on extinguishment of debt1,007 — 
(Gain) loss on sale or write down of assets, net(93,356)28,784 
Depreciation and amortization241,450 246,500 
Amortization of premium on mortgage notes payable— (695)
Amortization of share and unit-based plans10,868 10,990 
Straight-line rent and amortization of above and below market leases(9,429)(3,917)
(Recovery of) provision for doubtful accounts(4,269)39,248 
Income tax expense (benefit)9,452 (684)
Equity in (income) loss of unconsolidated joint ventures(20,212)16,988 
Distributions of income from unconsolidated joint ventures48 — 
Change in fair value of financing arrangement obligation(12,608)(96,793)
Changes in assets and liabilities, net of dispositions:  
Tenant and other receivables77,748 (124,004)
Other assets22,133 5,470 
Due from affiliates(1,365)(11,628)
Accounts payable and accrued expenses(6,992)27,173 
Other accrued liabilities(44,009)(31,687)
Net cash provided by operating activities211,633 65,127 
Cash flows from investing activities:  
Development, redevelopment, expansion and renovation of properties(52,788)(46,421)
Property improvements(27,906)(18,005)
Proceeds from repayment of notes receivable1,300 — 
Deferred leasing costs(1,878)(2,247)
Distributions from unconsolidated joint ventures70,955 28,178 
Contributions to unconsolidated joint ventures(56,577)(100,618)
Proceeds from sale of assets323,018 16,315 
Net cash provided by (used in) investing activities256,124 (122,798)
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 Nine Months Ended September 30,For the Nine Months Ended September 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 1,076,000 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(20,830)(1,016,099)Payments on mortgages, bank and other notes payable(1,973,668)(20,830)
Payment on financing arrangement obligation0 (27,945)
Deferred financing costsDeferred financing costs(2,582)(2,921)Deferred financing costs(22,813)(2,582)
Proceeds from finance leaseProceeds from finance lease4,115 0 Proceeds from finance lease— 4,115 
Payments on finance leasesPayments on finance leases(1,534)(1,472)Payments on finance leases(1,848)(1,534)
Net proceeds from stock offeringsNet proceeds from stock offerings829,874 — 
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(28)(51)Redemption of noncontrolling interests(60)(28)
Contribution from noncontrolling interestsContribution from noncontrolling interests450 460 Contribution from noncontrolling interests128 450 
Dividends and distributionsDividends and distributions(155,187)(359,376)Dividends and distributions(104,514)(155,187)
Net cash provided by (used in) financing activities485,256 (330,585)
Net increase (decrease) in cash, cash equivalents and restricted cash427,585 (42,033)
Net cash (used in) provided by financing activitiesNet cash (used in) provided by financing activities(777,306)485,256 
Net (decrease) increase in cash, cash equivalents and restricted cashNet (decrease) increase in cash, cash equivalents and restricted cash(309,549)427,585 
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$541,801 $107,268 Cash, cash equivalents and restricted cash, end of period$173,110 $541,801 
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$137,992 $156,700 Cash payments for interest, net of amounts capitalized$161,474 $137,992 
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$18,549 $43,348 Accrued development costs included in accounts payable and accrued expenses and other accrued liabilities$18,281 $18,549 
Conversion of Operating Partnership Units to common stockConversion of Operating Partnership Units to common stock$12,086 $1,005 Conversion of Operating Partnership Units to common stock$22,218 $12,086 
Stock dividend$56,609 $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 town centers and community/power shopping centers (the "Centers") located throughout the United States.
The Company commenced operations effective with the completion of its initial public offering on March 16, 1994. As of September 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:
September 30,
2020		December 31,
2019
Assets:  
Property, net$251,668 $254,071 
Other assets27,954 30,049 
Total assets$279,622 $284,120 
Liabilities:  
Mortgage notes payable$219,209 $219,140 
Other liabilities22,661 32,101 
Total liabilities$241,870 $251,241 
September 30,
2021		December 31,
2020
Assets:  
Property, net$463,949 $551,062 
Other assets84,510 97,713 
Total assets$548,459 $648,775 
Liabilities:  
Mortgage notes payable$413,902 $420,233 
Other liabilities59,240 81,266 
Total liabilities$473,142 $501,499 
All intercompany accounts and transactions have been eliminated in the consolidated financial statements.

10
Table of Contents
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 Nine Months Ended September 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$528,431 $98,309 
Restricted cash13,370 8,959 
Cash, cash equivalents and restricted cash$541,801 $107,268 

For the Nine Months Ended September 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$117,596 $528,431 
Restricted cash55,514 13,370 
Cash, cash equivalents and restricted cash$173,110 $541,801 

COVID-19 Pandemic:
In March 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. All of the Company’s properties are nowFollowing staggered re-openings during 2020, all Centers have been open and operating including the two malls in New York City, which re-opened in early September 2020 after being closed since MarchOctober 7, 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. Six ofgovernment-imposed capacity restrictions resulting from COVID-19 have been essentially eliminated across the nine California malls re-opened in late August 2020 and three re-opened on October 7, 2020. The Company continues to work with all of its stakeholders to mitigate the impact of COVID-19.Company’s markets.
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 has elected to apply the lease modification accounting framework to lease concessions that include the abatement of rent in its consolidated financial statements for the three and nine months ended September 30, 2021 and 2020.



11
Table of Contents
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 nine months ended September 30, 20202021 and 20192020 (shares in thousands):
 For the Three Months Ended September 30,For the Nine Months Ended September 30,
 2020201920202019
Numerator    
Net (loss) income$(22,622)$50,025 $(40,618)$72,815 
Less net (loss) income attributable to noncontrolling interests(431)3,654 (833)2,886 
Net (loss) income attributable to the Company(22,191)46,371 (39,785)69,929 
Allocation of earnings to participating securities(215)(297)(834)(869)
Numerator for basic and diluted EPS—net (loss) income attributable to common stockholders$(22,406)$46,074 $(40,619)$69,060 
Denominator    
Denominator for basic and diluted EPS—weighted average number of common shares outstanding(1)149,626 141,368 145,071 141,325 
EPS—net (loss) income attributable to common stockholders    
Basic and diluted$(0.15)$0.33 $(0.28)$0.49 
 For the Three Months Ended September 30,For the Nine Months Ended September 30,
 2021202020212020
Numerator    
Net income (loss)$112,959 $(22,622)$41,167 $(40,618)
Less net income (loss) attributable to noncontrolling interests6,257 (431)9,834 (833)
Net income (loss) attributable to the Company106,702 (22,191)31,333 (39,785)
Allocation of earnings to participating securities(290)(215)(641)(834)
Numerator for basic and diluted EPS—net income (loss) attributable to common stockholders$106,412 $(22,406)$30,692 $(40,619)
Denominator    
Denominator for basic and diluted EPS—weighted average number of common shares outstanding(1)213,214 149,626 192,717 145,071 
EPS—net income (loss) attributable to common stockholders    
Basic and diluted$0.50 $(0.15)$0.16 $(0.28)
(1)     Diluted EPS excludes 103,235101,799 and 90,619 convertible preferred partnership units103,235 for the three months ended September 30, 20202021 and 2019,2020, respectively, and 102,751 and 96,144 and 90,619convertible preferred partnership units for the nine months ended September 30, 20202021 and 2019,2020, respectively, as their impact was antidilutive. Diluted EPS also excludes 10,883,7619,818,917 and 10,415,23810,883,761 Operating Partnership units ("OP Units") for the three months ended September 30, 20202021 and 2019,2020, respectively, and 10,622,97110,160,575 and 10,415,23410,622,971 OP Units for the nine months ended September 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 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 $57,751 to $80,000, and to extend the maturity date to October 28, 2021, including extension options. Concurrent with the loan modification, the joint venture borrowed an additional $18,379. The Company used its $9,189 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 $100,000 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 October 17, 2019,December 10, 2020, the Company made a loan (the “Partnership Loan”) to the Company’s joint venture in West Acres placedFashion District Philadelphia to fund the entirety of a construction$100,000 repayment to reduce the mortgage loan on the property that allows for borrowing of upFashion District Philadelphia from $301,000 to $6,500,$201,000. This mortgage loan now matures on January 22, 2024, including a one-year extension option, and bears interest at an effectiveLIBOR plus 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. 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 3.72%the outstanding loan balance at closing. The Company's joint venture is planning to refinance this loan prior to maturity.
On December 31, 2020, the Company and matures on October 10, 2029.its joint venture partner in MS Portfolio LLC entered into a distribution agreement. The joint venture intends to useowned 9 properties, including the proceeds fromformer Sears parcels at the loan to fundSouth Plains Mall and the expansion of the property.


12
Table of Contents
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)
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 December 18, 2019,March 29, 2021, concurrent with the Company’ssale 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.
On October 26, 2021, the Company's joint venture in One Westside placed a $414,600 constructionThe Shops at Atlas Park replaced the existing loan on the redevelopment project. Theproperty with a new $65,000 loan that bears interest at a floating rate of LIBOR plus 1.70%, which can be reduced to LIBOR plus 1.50% upon the completion of certain conditions,4.15% and matures on December 18, 2024. This loan is expected to fund the joint venture's remaining cost to complete the project.November 9, 2026, including extension options.
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:
September 30,
2020		December 31,
2019
Assets(1):  
Property, net$9,403,481 $9,424,591 
Other assets845,320 772,116 
Total assets$10,248,801 $10,196,707 
Liabilities and partners' capital(1):  
Mortgage and other notes payable$6,170,353 $6,144,685 
Other liabilities501,544 565,412 
Company's capital1,923,794 1,904,145 
Outside partners' capital1,653,110 1,582,465 
Total liabilities and partners' capital$10,248,801 $10,196,707 
Investments in unconsolidated joint ventures:  
Company's capital$1,923,794 $1,904,145 
Basis adjustment(2)(460,899)(492,350)
$1,462,895 $1,411,795 
Assets—Investments in unconsolidated joint ventures$1,569,887 $1,519,697 
Liabilities—Distributions in excess of investments in unconsolidated joint ventures(106,992)(107,902)
$1,462,895 $1,411,795 

September 30,
2021		December 31,
2020
Assets(1):  
Property, net$8,782,003 $8,721,551 
Other assets806,699 774,583 
Total assets$9,588,702 $9,496,134 
Liabilities and partners' capital(1):  
Mortgage and other notes payable$6,056,358 $5,942,478 
Other liabilities399,011 397,483 
Company's capital1,693,844 1,711,944 
Outside partners' capital1,439,489 1,444,229 
Total liabilities and partners' capital$9,588,702 $9,496,134 
Investments in unconsolidated joint ventures:  
Company's capital$1,693,844 $1,711,944 
Basis adjustment(2)(457,992)(479,678)
$1,235,852 $1,232,266 
Assets—Investments in unconsolidated joint ventures$1,365,369 $1,340,647 
Liabilities—Distributions in excess of investments in unconsolidated joint ventures(129,517)(108,381)
$1,235,852 $1,232,266 
(1)     These amounts include assets of $2,891,122$2,804,711 and $2,932,401$2,857,757 of Pacific Premier Retail LLC (the "PPR Portfolio") as of September 30, 20202021 and December 31, 2019,2020, respectively, and liabilities of $1,708,455$1,671,469 and $1,732,976$1,687,042 of the PPR Portfolio as of September 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 $3,361$2,768 and $5,354$3,361 for thethree months ended September 30, 20202021 and 2019,2020, respectively, and $11,089$7,431 and $15,164$11,089 for the nine months ended September 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 September 30, 2021Three Months Ended September 30, 2021   
Revenues:Revenues:   
Leasing revenueLeasing revenue$44,304 $160,044 $204,348 
OtherOther14 6,658 6,672 
Total revenuesTotal revenues44,318 166,702 211,020 
Expenses:Expenses:   
Shopping center and operating expensesShopping center and operating expenses10,078 67,627 77,705 
Leasing expensesLeasing expenses332 963 1,295 
Interest expenseInterest expense15,801 36,483 52,284 
Depreciation and amortizationDepreciation and amortization24,154 61,734 85,888 
Total expensesTotal expenses50,365 166,807 217,172 
Gain on sale or write down of assets, netGain on sale or write down of assets, net— 762 762 
Net (loss) incomeNet (loss) income$(6,047)$657 $(5,390)
Company's equity in net lossCompany's equity in net loss$(1,390)$(343)$(1,733)
Three Months Ended September 30, 2020Three Months Ended September 30, 2020Three Months Ended September 30, 2020   
Revenues:Revenues:Revenues:   
Leasing revenueLeasing revenue$36,043 $155,133 $191,176 Leasing revenue$36,043 $155,133 $191,176 
OtherOther257 5,671 5,928 Other257 5,671 5,928 
Total revenuesTotal revenues36,300 160,804 197,104 Total revenues36,300 160,804 197,104 
Expenses:Expenses:Expenses:   
Shopping center and operating expensesShopping center and operating expenses9,678 61,457 71,135 Shopping center and operating expenses9,678 61,457 71,135 
Leasing expensesLeasing expenses266 877 1,143 Leasing expenses266 877 1,143 
Interest expenseInterest expense16,267 37,805 54,072 Interest expense16,267 37,805 54,072 
Depreciation and amortizationDepreciation and amortization24,819 73,884 98,703 Depreciation and amortization24,819 73,884 98,703 
Total operating expenses51,030 174,023 225,053 
Total expensesTotal expenses51,030 174,023 225,053 
(Loss) gain on sale or write down of assets, net(Loss) gain on sale or write down of assets, net(120)4 (116)(Loss) gain on sale or write down of assets, net(120)4 (116)
Net lossNet loss$(14,850)$(13,215)$(28,065)Net loss$(14,850)$(13,215)$(28,065)
Company's equity in net lossCompany's equity in net loss$(6,511)$(6,002)$(12,513)Company's equity in net loss$(6,511)$(6,002)$(12,513)
Three Months Ended September 30, 2019
Revenues:
Leasing revenue$46,308 $169,132 $215,440 
Other668 15,648 16,316 
Total revenues46,976 184,780 231,756 
Expenses:
Shopping center and operating expenses9,289 58,658 67,947 
Leasing expenses407 1,750 2,157 
Interest expense16,926 36,021 52,947 
Depreciation and amortization25,260 63,683 88,943 
Total operating expenses51,882 160,112 211,994 
Gain on sale or write down of assets, net5 0 5 
Net (loss) income$(4,901)$24,668 $19,767 
Company's equity in net (loss) income$(409)$14,991 $14,582 


14
Table of Contents
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
Nine Months Ended September 30, 2021Nine Months Ended September 30, 2021   
Revenues:Revenues:   
Leasing revenueLeasing revenue$122,311 $459,826 $582,137 
OtherOther144 56,508 56,652 
Total revenuesTotal revenues122,455 516,334 638,789 
Expenses:Expenses:   
Shopping center and operating expensesShopping center and operating expenses29,339 183,013 212,352 
Leasing expensesLeasing expenses1,106 3,423 4,529 
Interest expenseInterest expense47,438 110,586 158,024 
Depreciation and amortizationDepreciation and amortization73,042 192,149 265,191 
Total expensesTotal expenses150,925 489,171 640,096 
Gain on sale or write down of assets, netGain on sale or write down of assets, net— 581 581 
Net (loss) incomeNet (loss) income$(28,470)$27,744 $(726)
Company's equity in net (loss) incomeCompany's equity in net (loss) income$(10,269)$30,481 $20,212 
Nine Months Ended September 30, 2020Nine Months Ended September 30, 2020   Nine Months Ended September 30, 2020   
Revenues:Revenues:   Revenues:   
Leasing revenueLeasing revenue$133,226 $466,830 $600,056 Leasing revenue$133,226 $466,830 $600,056 
OtherOther559 12,162 12,721 Other559 12,162 12,721 
Total revenuesTotal revenues133,785 478,992 612,777 Total revenues133,785 478,992 612,777 
Expenses:Expenses:   Expenses:   
Shopping center and operating expensesShopping center and operating expenses27,562 176,119 203,681 Shopping center and operating expenses27,562 176,119 203,681 
Leasing expensesLeasing expenses1,031 3,002 4,033 Leasing expenses1,031 3,002 4,033 
Interest expenseInterest expense48,724 112,736 161,460 Interest expense48,724 112,736 161,460 
Depreciation and amortizationDepreciation and amortization78,000 208,341 286,341 Depreciation and amortization78,000 208,341 286,341 
Total operating expenses155,317 500,198 655,515 
Total expensesTotal expenses155,317 500,198 655,515 
Loss on sale or write down of assets, netLoss on sale or write down of assets, net(120)(9)(129)Loss on sale or write down of assets, net(120)(9)(129)
Net lossNet loss$(21,652)$(21,215)$(42,867)Net loss$(21,652)$(21,215)$(42,867)
Company's equity in net lossCompany's equity in net loss$(5,510)$(11,478)$(16,988)Company's equity in net loss$(5,510)$(11,478)$(16,988)
Nine Months Ended September 30, 2019   
Revenues:   
Leasing revenue$137,674 $514,929 $652,603 
Other1,285 40,809 42,094 
Total revenues138,959 555,738 694,697 
Expenses:   
Shopping center and operating expenses27,431 177,373 204,804 
Leasing expenses1,247 5,112 6,359 
Interest expense50,920 110,614 161,534 
Depreciation and amortization75,506 205,016 280,522 
Total operating expenses155,104 498,115 653,219 
Loss on sale or write down of assets, net(400)(280)(680)
Net (loss) income$(16,545)$57,343 $40,798 
Company's equity in net (loss) income$(2,139)$36,221 $34,082 

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 $2,812$2,775 and $(154)$2,812 for the three months ended September 30, 20202021 and 2019,2020, respectively, and $(1,838)$8,208 and $(6,480)$(1,838) for the nine months ended September 30, 20202021 and 2019,2020, respectively.
The following derivatives were outstanding at September 30, 2020:2021:
Fair Value
PropertyNotional AmountProductLIBOR RateMaturitySeptember 30,
2021		December 31,
2020
Santa Monica Place(1)$300,000 Cap4.00 %12/9/2021$— $— 
The Macerich Partnership, L.P.(1)$400,000 Swaps2.85 %9/30/2021$— $(8,208)
Fair Value
PropertyNotional AmountProductLIBOR RateMaturitySeptember 30,
2020		December 31,
2019
Santa Monica Place$300,000 Cap4.00 %12/9/2020$0 $0 
The Macerich Partnership, L.P.$400,000 Swaps2.85 %9/30/2021$(10,889)$(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. The Company did not renew the swaps that expired on September 30, 2021 and, as a result, on October 1, 2021, these loans reverted back to floating interest rate loans (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:
September 30,
2020		December 31,
2019
Land$1,505,884 $1,520,678 
Buildings and improvements6,423,949 6,389,458 
Tenant improvements731,475 726,533 
Equipment and furnishings(1)198,313 230,215 
Construction in progress81,735 126,165 
8,941,356 8,993,049 
Less accumulated depreciation(1)(2,503,108)(2,349,536)
$6,438,248 $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 September 30, 2020 and December 31, 2019 (See Note 8—Leases).
Depreciation expense was $71,250 and $72,519 for the three months ended September 30, 2020 and 2019, respectively, and $216,455 and $214,689 for the nine months ended September 30, 2020 and 2019, 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)
6. Property, net: (Continued)

The gainProperty, net consists of the following:    
September 30,
2021		December 31,
2020
Land$1,440,383 $1,538,270 
Buildings and improvements6,312,458 6,620,708 
Tenant improvements680,047 750,250 
Equipment and furnishings(1)188,960 194,231 
Construction in progress226,246 153,253 
8,848,094 9,256,712 
Less accumulated depreciation(1)(2,517,703)(2,562,133)
$6,330,391 $6,694,579 
(1)      Equipment and furnishings and accumulated depreciation include the cost and accumulated amortization of ROU assets in connection with finance leases at September 30, 2021 and December 31, 2020 (See Note 8—Leases).
Depreciation expense was $68,715 and $71,250 for the three months ended September 30, 2021 and 2020, respectively, and $211,139 and $216,455 for the nine months ended September 30, 2021 and 2020, respectively.
Gain (loss) on sale or write-down of assets, net for the three and nine months ended September 30, 20202021 and 20192020 consist of the following:
For the Three Months Ended September 30,For the Nine Months Ended September 30,
2020201920202019
Write-down of assets(1)(1,505)(212)$(42,115)$(16,121)
Gain on land sales(2)13,291 81 13,331 615 
$11,786 $(131)$(28,784)$(15,506)

For the Three Months Ended September 30,For the Nine Months Ended September 30,
2021202020212020
Gain on property sales, net(1)$118,471 $856 $111,805 $856 
Loss on write-down of assets(2)— (2,361)(38,362)(42,971)
Gain on land sales, net(3)95 13,291 19,913 13,331 
$118,566 $11,786 $93,356 $(28,784)
(1)    Includes $117,242 and $4,229 of gain related to the sale of La Encantada and Paradise Valley Mall, respectively (See Note 15-Dispositions).
(2)    Includes impairment loss of $27,281 on Estrella Falls during the nine months ended September 30, 2021 and impairment losses of $30,063 on Wilton Mall and $6,640 on Paradise Valley Mall during the nine months ended September 30, 2020 and a loss of $1,361 and $4,154 on the write-down of non-real estate assets during the three and nine months ended September 30, 2020, respectively.2020. The impairment losses were due to the reduction of the estimated holding periods of the properties. The remaining amounts for the three and nine months ended September 30, 2020 and 20192021 mainly pertain to the write off of development costs.
(2)(3)    Includes noncontrolling interest$1,334 related to the sale of $929 for the three and nine months ended September 30, 2020.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 nine months ended September 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)
September 30, 2020$140,000 $0 $140,000 $0 
Total Fair Value MeasurementQuoted Prices in Active Markets for Identical AssetsSignificant Other Unobservable InputsSignificant Unobservable Inputs
(Level 1)(Level 2)(Level 3)
September 30, 2020$140,000 $— $140,000 $— 
September 30, 2021$4,720 $— $4,720 $— 
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.

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THE MACERICH COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share and square foot amounts)
(Unaudited)
7. Tenant and Other Receivables, net:
Included in tenant and other receivables, net is an allowance for doubtful accounts of $38,205$20,477 and $4,836$37,545 at September 30, 20202021 and December 31, 2019,2020, respectively. Also included in tenant and other receivables, net are accrued percentage rents of $1,654$6,287 and $9,618$4,673 at September 30, 20202021 and December 31, 2019,2020, respectively, and a deferred rent receivable due to straight-line rent adjustments of $88,160$113,346 and $82,214$107,003 at September 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 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.
The following table summarizes the components of leasing revenue for the three and nine months ended September 30, 2021 and 2020:
For the Three Months Ended September 30,For the Nine Months Ended September 30,
2021202020212020
Leasing revenue—fixed payments$132,789 $138,843 $395,796 $455,925 
Leasing revenue—variable payments65,984 47,220 173,592 138,304 
(Provision for) recovery of doubtful accounts, net(1,638)(10,557)4,269 (39,248)
$197,135 $175,506 $573,657 $554,981 
The following table summarizes the future rental payments to the Company:
Twelve months ending September 30, 
2022$376,459 
2023334,825 
2024281,610 
2025230,173 
2026184,369 
Thereafter529,860 
$1,937,296 



17
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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 nine months ended September 30, 2020 and 2019:
For the Three Months Ended September 30,For the Nine Months Ended September 30,
2020201920202019
Leasing revenue—fixed payments$138,843 $159,356 $455,925 $482,194 
Leasing revenue—variable payments47,220 57,838 138,304 160,863 
Provision for doubtful accounts(10,557)(2,934)(39,248)(6,767)
$175,506 $214,260 $554,981 $636,290 

The following table summarizes the future rental payments to the Company:
Twelve months ending September 30, 
2021$403,464 
2022357,085 
2023310,769 
2024257,487 
2025204,648 
Thereafter556,607 
$2,090,060 

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 for the three and nine months ended September 30, 20202021 and 2019:2020:
For the Three Months Ended September 30,For the Nine Months Ended September 30,For the Three Months Ended September 30,For the Nine Months Ended September 30,
20202019202020192021202020212020
Operating lease costsOperating lease costs$3,788 $3,466 $11,427 $12,675 Operating lease costs$3,398 $3,788 $11,027 $11,427 
Finance lease costs:Finance lease costs:Finance lease costs:
Amortization of ROU assets Amortization of ROU assets477 475 1,428 1,407  Amortization of ROU assets480 477 1,436 1,428 
Interest on lease liabilities Interest on lease liabilities131 145 415 453  Interest on lease liabilities117 131 460 415 
$4,396 $4,086 $13,270 $14,535 $3,995 $4,396 $12,923 $13,270 

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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:
September 30, 2020December 31, 2019
Year ending December 31,Operating
Leases		Finance LeasesOperating LeasesFinance Leases
2020$4,682 $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 0 
20249,068 3,085 9,068 0 
Thereafter131,347 0 131,347 0 
Total undiscounted rental payments190,023 19,018 202,490 14,965 
Less imputed interest(99,597)(2,641)(102,085)(1,169)
Total lease liabilities$90,426 $16,377 $100,405 $13,796 
Weighted average remaining term31.8 years2.1 years31.0 years1.6 years
Weighted average incremental borrowing rate7.8 %3.7 %7.7 %4.2 %

9. Deferred Charges and Other Assets, net:
Deferred charges and other assets, net consist of the following:
September 30,
2020		December 31,
2019
Leasing$162,606 $202,540 
Intangible assets:  
In-place lease values56,269 78,171 
Leasing commissions and legal costs16,920 20,518 
Above-market leases55,119 59,916 
Deferred tax assets31,003 30,757 
Deferred compensation plan assets56,826 55,349 
Other assets53,896 60,475 
432,639 507,726 
Less accumulated amortization(1)(185,512)(229,860)
$247,127 $277,866 

(1)   Accumulated amortization includes $48,549 and $66,322 relating to in-place lease values, leasing commissions and legal costs at September 30, 2020 and December 31, 2019, respectively. Amortization expense of in-place lease values, leasing commissions and legal costs was $1,930 and $3,467 for the three months ended September 30, 2020 and 2019, respectively, and $7,645 and $9,991 for the nine months ended September 30, 2020 and 2019, respectively.
September 30, 2021December 31, 2020
Year ending December 31,Operating
Leases		Finance LeasesOperating LeasesFinance Leases
2021$3,937 $2,450 $14,695 $10,785 
202214,302 4,461 14,558 2,762 
20238,452 2,043 8,746 344 
20246,471 9,072 6,759 3,085 
20256,513 — 6,796 — 
Thereafter115,828 — 116,660 — 
Total undiscounted rental payments155,503 18,026 168,214 16,976 
Less imputed interest(86,576)(3,497)(94,375)(599)
Total lease liabilities$68,927 $14,529 $73,839 $16,377 
Weighted average remaining term35.9 years2.4 years34.5 years1.1 years
Weighted average incremental borrowing rate7.7 %3.7 %7.7 %3.7 %

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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)

Deferred charges and other assets, net consist of the following:
September 30,
2021		December 31,
2020
Leasing$140,245 $162,652 
Intangible assets:  
In-place lease values66,472 74,298 
Leasing commissions and legal costs17,810 21,096 
Above-market leases75,183 80,120 
Deferred tax assets21,315 30,767 
Deferred compensation plan assets62,658 62,874 
Other assets41,946 61,553 
425,629 493,360 
Less accumulated amortization(1)(173,608)(186,401)
$252,021 $306,959 
(1)   Accumulated amortization includes $44,358 and $47,249 relating to in-place lease values, leasing commissions and legal costs at September 30, 2021 and December 31, 2020, respectively. Amortization expense of in-place lease values, leasing commissions and legal costs was $2,262 and $1,930 for the three months ended September 30, 2021 and 2020, respectively, and $6,868 and $7,645 for the nine months ended September 30, 2021 and 2020, respectively.

The allocated values of above-market leases and below-market leases consist of the following:
September 30,
2020		December 31,
2019
Above-Market Leases  
Original allocated value$55,119 $59,916 
Less accumulated amortization(35,394)(35,737)
$19,725 $24,179 
Below-Market Leases(1)  
Original allocated value$77,346 $90,790 
Less accumulated amortization(46,153)(53,727)
$31,193 $37,063 

September 30,
2021		December 31,
2020
Above-Market Leases  
Original allocated value$75,183 $80,120 
Less accumulated amortization(33,426)(33,271)
$41,757 $46,849 
Below-Market Leases(1)  
Original allocated value$101,152 $114,790 
Less accumulated amortization(36,665)(43,656)
$64,487 $71,134 
(1)   Below-market leases are included in other accrued liabilities.


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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:
Mortgage notes payable at September 30, 20202021 and December 31, 20192020 consist of the following:
Carrying Amount of Mortgage Notes(1)
Property Pledged as CollateralSeptember 30, 2020December 31, 2019Effective Interest
Rate(2)		Monthly
Debt
Service(3)		Maturity
Date(4)
Chandler Fashion Center(5)$255,313 $255,174 4.18 %$875 2024
Danbury Fair Mall(6)191,028 194,718 5.56 %1,538 2021
Fashion Outlets of Chicago299,173 299,112 4.61 %1,145 2031
Fashion Outlets of Niagara Falls USA(7)103,887 106,398 4.89 %727 2020
Freehold Raceway Mall(5)398,503 398,379 3.94 %1,300 2029
Fresno Fashion Fair323,808 323,659 3.67 %971 2026
Green Acres Commons(8)129,617 128,926 2.87 %250 2021
Green Acres Mall272,402 277,747 3.61 %1,447 2021
Kings Plaza Shopping Center535,285 535,097 3.71 %1,629 2030
Oaks, The186,005 187,142 4.14 %1,064 2022
Pacific View115,745 118,202 4.08 %668 2022
Queens Center600,000 600,000 3.49 %1,744 2025
Santa Monica Place(9)298,379 297,817 1.75 %375 2022
SanTan Village Regional Center219,209 219,140 4.34 %788 2029
Towne Mall19,935 20,284 4.48 %117 2022
Tucson La Encantada62,729 63,682 4.23 %368 2022
Victor Valley, Mall of114,777 114,733 4.00 %380 2024
Vintage Faire Mall247,915 252,389 3.55 %1,256 2026
$4,373,710 $4,392,599    
Carrying Amount of Mortgage Notes(1)
Property Pledged as CollateralSeptember 30, 2021December 31, 2020Effective Interest
Rate(2)		Monthly
Debt
Service(3)		Maturity
Date(4)
Chandler Fashion Center(5)$255,502 $255,361 4.18 %$875 2024
Danbury Fair Mall(6)170,171 186,741 5.71 %1,538 2022
Fashion District Philadelphia194,602 201,000 4.00 %649 2024
Fashion Outlets of Chicago299,253 299,193 4.61 %1,145 2031
Fashion Outlets of Niagara Falls USA97,420 101,463 6.45 %727 2023
Freehold Raceway Mall(5)398,671 398,545 3.94 %1,300 2029
Fresno Fashion Fair324,006 323,857 3.67 %971 2026
Green Acres Commons(7)29,780 129,847 3.10 %72 2023
Green Acres Commons - Swapped(8)95,000 — 5.60 %444 2023
Green Acres Mall(9)247,537 270,570 3.94 %1,447 2023
Kings Plaza Shopping Center535,799 535,413 3.71 %1,629 2030
Oaks, The178,071 183,108 4.14 %1,064 2022
Pacific View112,351 114,909 4.08 %668 2022
Queens Center600,000 600,000 3.49 %1,744 2025
Santa Monica Place - Swapped(10)299,127 298,566 4.58 %1,082 2022
SanTan Village Regional Center219,300 219,233 4.34 %788 2029
Towne Mall19,447 19,815 4.48 %117 2022
Tucson La Encantada(11)— 62,018 4.23 %368 2022
Victor Valley, Mall of114,835 114,791 4.00 %380 2024
Vintage Faire Mall241,715 246,380 3.55 %1,256 2026
$4,432,587 $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 $13,403$13,640 and $16,042$14,085 at September 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.
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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)
(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 and subsequently to October 1, 2021. The loan amount and interest rate areremained unchanged following these extensions. On September 15, 2021, the extension.

Company further extended the loan maturity to July 1, 2022. The interest rate remained unchanged, and the Company repaid $10,000 of the outstanding loan balance at closing.
(7)The loan includes unamortized debt premium of $77 and $773 at September 30, 2020 and December 31, 2019, respectively. The debt premium representsOn March 25, 2021, the excess of 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. The Company has agreed to terms with the lender on a three-year extension to October 2023, and anticipates closing on the loan extension in the fourth quarter of 2020. The Company expects that the loan amount and interest rate will remain unchanged following the extension.closing.
(8)The loan bears interest at LIBOR plus 2.15%. At September 30, 2020 and December 31, 2019, the total interest rate was 2.87% and 4.40%, respectively.
(9)The loan bears interest at LIBOR plus 1.35%. The loan is covered byincludes an interest rate cap agreementswap that effectively prevents LIBOR from exceeding 4% duringconverts $95,000 of the period ending December 9, 2020outstanding 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. The Company did not renew the swaps that expired on September 30, 2021 and, as a result, on October 1, 2021, this loan reverted back to a floating rate loan with an effective interest rate of 3.10% as of such date (See Note 5—Derivative Instruments and Hedging Activities). At
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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)
(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 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, 2020 and December 31, 2019,2021, the totalexpiration of the interest rate swap. This swap was 1.75%previously hedged against the Company's prior revolving line of credit that was terminated in April 2021. The Company did not renew the swaps that expired on September 30, 2021 and, 3.34%, respectively.as a result, on October 1, 2021, this loan reverted back to a floating rate loan with an effective interest rate of 1.81% as of such date (See Note 5—Derivative Instruments and Hedging Activities).

(11)On September 17, 2021, the Company sold Tucson La Encantada and the mortgage payable was paid off in full (See Note 15—Dispositions).
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 $1,313$3,102 and $2,704$1,313 for the three months ended ended September 30, 20202021 and 2019,2020, respectively, and $3,969$6,812 and $7,557$3,969 for the nine months ended September 30, 20202021 and 2019,2020, respectively.
The estimated fair value (Level 2 measurement) of mortgage notes payable at September 30, 20202021 and December 31, 20192020 was $4,418,624$4,349,238 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 facility 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 September 30, 2021, the borrowing rate was LIBOR plus 2.25%. As of September 30, 2021, borrowings under the facility were $130,000, less unamortized deferred finance costs of $15,748, for the revolving loan facility at a total interest rate of 3.69%. As of September 30, 2021, the Company's availability under the revolving loan facility for additional borrowings was $394,719. On September 20, 2021, the Company paid off the remaining balance outstanding on the term loan facility with proceeds from the sale of Tucson La Encantada (See Note 15—Dispositions). The estimated fair value (Level 2 measurement) of borrowings under the credit facility at September 30, 2021 was $129,937 for the revolving 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 September 30,December 31, 2020, the borrowing rate on the facility was LIBOR plus 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 convert a total of $400,000 of the outstanding balance from floating rate debt of LIBOR plus 1.65% to fixed rate debt of 4.30% until September 30, 2021 (See Note 5—Derivative Instruments and Hedging Activities). As of September 30, 2020 and December 31, 2019, borrowings under the line of credit were $1,480,000 and $820,000, respectively, less unamortized deferred finance costs of $2,451 and $2,623, respectively, at a total interest rate of 2.65% and 3.92%, respectively. As of September 30, 2020 and December 31, 2019, the Company's availability under the line of credit for additional borrowings was $19,719 and $679,719, respectively. The estimated fair value (Level 2 measurement) of the line of credit at September 30, 2020 and December 31, 2019 was $1,488,379
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share and square foot amounts)
(Unaudited)
11. Bank and Other Notes Payable: (Continued)
converted a total of $400,000 of the outstanding balance from floating rate debt of LIBOR plus 1.65% to fixed rate debt of 4.50% until September 30, 2021. These swaps are now hedged against the Santa Monica Place floating rate loan and $826,280, respectively,a portion of the Green Acres Commons floating rate loan effectively converting these loans to fixed rate debt through September 30, 2021. The Company did not renew the swaps that expired on September 30, 2021 and, as a result, on October 1, 2021, these loans reverted back to floating interest rate loans (See Note 5 – Derivative Instruments and Hedging Activities and Note 10 – Mortgage Notes Payable). As of December 31, 2020, borrowings under the prior line of credit was $1,480,000 less unamortized deferred finance costs of $2,460 at a total interest rate of 2.73%. As of December 31, 2020, the Company's availability under the prior line of credit for additional borrowings was $19,719. The estimated fair value (Level 2 measurement) of borrowings under the line of credit at December 31, 2020 was $1,485,598 based on a present value model using a credit interest rate spread offered to the Company for comparable debt.
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 September 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 September 30, 20202021 and December 31, 20192020 was based upon a terminal capitalization rate of 5.5%approximately 5.75% and 5.0%5.5%, respectively, a discount rate of 7.0%approximately 7.25% and 6.0%7.0%, respectively, and market rents per square foot of $35 to $105. The fair value of the financing arrangement obligation is sensitive to these significant unobservable inputs and a change in these inputs may result in a significantly higher or lower fair value measurement. Distributions to the partner, excluding distributions of excess loan proceeds, and changes in fair value of the financing arrangement obligation are recognized as interest (income) expense in the Company's consolidated statements of operations.
During the three and nine months ended September 30, 20202021 and 2019,2020, the Company incurred interest incomeexpense (income) in connection with the financing arrangement as follows:
 For the Three Months Ended September 30,For the Nine Months Ended September 30,
 2020201920202019
Distributions equal to the partner's share of net (loss) income$(398)$1,278 $885 $5,157 
Distributions in excess of the partner's share of net income398 2,118 3,356 6,071 
Adjustment to fair value of financing arrangement obligation(15,502)(39,455)(96,793)(70,977)
$(15,502)$(36,059)$(92,552)$(59,749)

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 $27,945 of the excess loan proceeds to its joint venture partner, which was recorded as a reduction to the financing arrangement obligation.
 For the Three Months Ended September 30,For the Nine Months Ended September 30,
 2021202020212020
Distributions equal to the partner's share of net (loss) income$(985)$(398)$(3,410)$885 
Distributions in excess of the partner's share of net income3,583 398 12,583 3,356 
Adjustment to fair value of financing arrangement obligation(10,306)(15,502)(12,608)(96,793)
$(7,708)$(15,502)$(3,435)$(92,552)
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 September 30, 20202021 and December 31, 2019.2020, respectively. The remaining 4% and 7% limited partnership interest as of September 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
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share and square foot amounts)
(Unaudited)
13. Noncontrolling Interests: (Continued)
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 September 30, 20202021 and December 31, 2019,2020, the aggregate redemption value of the then-outstanding OP Units not owned by the Company was $76,170$171,749 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 nine months ended September 30, 2021, the Company issued 62,029,777 shares of common stock under the ATM Programs for aggregate gross proceeds of $847,875 and net proceeds of $829,874 after commissions and other transaction costs. The proceeds from the sales under the ATM Programs were used to pay down the Company’s line of credit (See Note 11 – Bank and Other Notes Payable). As of September 30, 2021, $152,125 remained available to be sold under the March 2021 ATM Program. The February 2021 ATM Program was fully utilized as of June 30, 2021 and is no longer active. 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
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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)
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 nine months ended September 30, 20202021 or 2019. At September 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.
On September 17, 2021, the Company sold Tucson La Encantada in Tucson, Arizona for $165,250, resulting in a gain on sale of assets of approximately $117,242. The Company used the net cash proceeds of $100,142 to pay down debt.
16. Commitments and Contingencies:
As of September 30, 2020,2021, the Company was contingently liable for $40,914$40,915 in letters of credit guaranteeing performance by the Company of certain obligations relating to the Centers. As of September 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 September 30, 2020,2021, the Company had $1,947$2,920 in outstanding obligations, which it believes will be settled in the next twelve months.

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THE MACERICH COMPANY
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 September 30,For the Nine Months Ended September 30, For the Three Months Ended September 30,For the Nine Months Ended September 30,
2020201920202019 2021202020212020
Management feesManagement fees$4,285 $4,746 $13,066 $13,897 Management fees$4,594 $4,285 $12,397 $13,066 
Development and leasing feesDevelopment and leasing fees1,443 4,288 5,838 11,094 Development and leasing fees1,747 1,443 4,732 5,838 
$5,728 $9,034 $18,904 $24,991 $6,341 $5,728 $17,129 $18,904 

Interest incomeexpense (income) from related party transactions includes $15,502$(7,708) and $36,059$(15,502) for the three months ended September 30, 20202021 and 2019,2020, respectively, and $92,552$(3,435) and $59,749$(92,552) for the nine months ended September 30, 20202021 and 2019,2020, respectively, in connection with the Financing Arrangement (See Note 12—Financing Arrangement).
Due from affiliates includes $16,628$2,977 and $6,157$1,612 of unreimbursed costs and fees from unconsolidated joint ventures due to the Management Companies as of September 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 $44 for the three months ended September 30, 2020 and 2019, respectively, and $0 and $138 for the nine months ended September 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 nine months ended September 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
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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)
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.
During the nine months ended September 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 16,577 11.74 167,356 14.58 
Vested(17,931)29.75 (16,710)16.87 (209,709)19.04 
Forfeited— — — — (987)22.12 
Balance at September 30, 20212,347,572 $16.00 4,529 $17.10 266,505 $19.05 
(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 
Granted— — 
Exercised— — 
Balance at September 30, 202137,515 $54.34 
(1) Value represents the weighted average exercise price.

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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 nine months ended September 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 23,222 17.46 250,889 14.17 
Vested(4,872)54.75 (20,948)20.90 (111,856)42.89 
Forfeited(6,714)39.66 0 0 (3,102)32.62 
Balance at September 30, 20201,157,499 $33.03 9,490 $29.51 335,918 $21.95 
(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 
Exercised0 0 
Balance at September 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. Share and Unit-Based Plans: (Continued)
The following summarizes the compensation cost under the share and unit-based plans:
 For the Three Months Ended September 30,For the Nine Months Ended September 30,
 2020201920202019
LTIP Units$3,354 $2,498 $9,918 $8,859 
Stock units684 632 3,580 3,836 
Stock options0 0 0 51 
Phantom stock units85 185 438 607 
$4,123 $3,315 $13,936 $13,353 
 For the Three Months Ended September 30,For the Nine Months Ended September 30,
 2021202020212020
LTIP Units$3,625 $3,354 $10,822 $9,918 
Stock units598 684 2,577 3,580 
Phantom stock units95 85 282 438 
$4,318 $4,123 $13,681 $13,936 
The Company capitalized share and unit-based compensation costs of $626$910 and $993$626 for the three months ended September 30, 20202021 and 2019,2020, respectively, and $2,946$2,813 and $3,598$2,946 for the nine months ended September 30, 20202021 and 2019,2020, respectively. Unrecognized compensation costs of share and unit-based plans at September 30, 20202021 consisted of $6,395$8,235 from LTIP Units, $2,844$2,097 from stock units and $280$77 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 September 30,For the Nine Months Ended September 30,
 2020201920202019
Current$0 $(89)$439 $83 
Deferred(1,106)(589)245 (1,786)
   Total income tax (expense) benefit$(1,106)$(678)$684 $(1,703)
 For the Three Months Ended September 30,For the Nine Months Ended September 30,
 2021202020212020
Current$— $— $— $439 
Deferred(107)(1,106)(9,452)245 
   Total income tax (expense) benefit$(107)$(1,106)$(9,452)$684 
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 $31,003$21,315 and $30,757$30,767 were included in deferred charges and other assets, net at September 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 September 30, 2021, the Company had no valuation allowance recorded.
The tax years 2017 through 2019 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 October 29, 2020,28, 2021, the Company's Board declaredCompany announced a dividend/distribution of $0.15 per share for common stockholders and OP Unitholders of record on November 9, 2020.2021. All dividends/distributions will be paid 100% in cash on December 3, 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 September 30, 2020,2021, the Operating Partnership owned or had an ownership interest in 4745 regional shoppingtown centers and five community/power shopping centers. These 50 regional town centers and other assets aggregatingcommunity/power shopping centers (which include any related office space) consist of approximately 5149 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 nine months ended September 30, 20202021 and 2019.2020. It compares the results of operations for the three months ended September 30, 20202021 to the results of operations for the three months ended September 30, 2019.2020. It also compares the results of operations and cash flows for the nine months ended September 30, 20202021 to the results of operations and cash flows for the nine months ended September 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,September 17, 2021, the Company’s joint ventureCompany sold Tucson La Encantada in The Shops at Atlas Park entered into an agreement to increase the total borrowing capacityTucson, Arizona for $165.3 million, resulting in a gain on sale 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 $18.4assets of approximately $117.2 million. The Company used its $9.2the net cash proceeds of approximately $100.1 million share of the additional proceeds to pay down its line of creditdebt (See "Liquidity and for general corporate purposes.Capital Resources").
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.
On September 12, 2019, the Company’s joint venture in Tysons Tower placed a new $190.0 million loan on the property that bears interest at an effective rate of 3.38% and matures on November 11, 2029. The Company used its share of the 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 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, the Company’s joint venture in One Westside placed a $414.6 million construction loan on the redevelopment project (See "Redevelopment and Development Activities"). The loan bears interest at LIBOR plus 1.70%, which can be reduced to LIBOR plus 1.50% upon the completion of certain conditions, and matures on December 18, 2024. The joint venture intends to use the loan proceeds to fund the completion of the project.Financing Activities:
On September 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 and subsequently to October 1, 2021. The loan amount and interest rate remained unchanged following these extensions. On September 15, 2021, the Company further extended the loan maturity to July 1, 2022. The interest rate remained unchanged, and the Company repaid $10.0 million of the outstanding loan balance at closing.
On November 17, 2020, the Company’s joint venture in Tysons VITA, the residential tower at Tysons Corner Center, placed a new $95.0 million loan on the property that bears interest at an effective rate of 3.43% and matures on 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 of $45.0 million for general corporate purposes.
On December 10, 2020, the Company made a loan (the “Partnership Loan”) to the Company’s joint venture in Fashion District Philadelphia to fund the entirety of a $100.0 million repayment to reduce the mortgage loan on Fashion 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 bears interest at LIBOR plus 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.
TheOn December 29, 2020, the Company’s joint venture has securedclosed 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. The Company's joint venture is currently negotiating a commitment for a $95.0new five-year $200.0 million loan to replace the existing $198.2 million loan on Tysons VITA, the residential tower at Tysons Corner Center. This ten-year loan will bear interest only paymentsproperty.
On January 22, 2021, the Company closed on a one-year extension for the Green Acres Mall $258.2 million loan termto 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 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 2.75% and the Company repaid $4.7 million of the outstanding loan balance at closing.
On October 26, 2021, the Company's joint venture in The Shops at Atlas Park replaced the existing loan on the property with a new $65 million loan that bears interest at a fixed interestfloating rate at 3.30%,of LIBOR plus 4.15% and is expected to close inmatures on November 2020. The Company’s share of the proceeds will be approximately $47.0 million and will be used for general corporate purposes.9, 2026, including extension options.
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The Company has agreed to terms with the lender of the $103.9 million loan on Fashion Outlets of Niagara on a three-year extension to October 2023, and anticipates closing during the fourth quarter of 2020. The Company expects that the loan amount and interest rate will remain unchanged following the extension.
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, $8.8$28.1 million and $36.9 million was repaid in the three months and twelve months ended September 30,December 31, 2020, with an additional $28.1 million repayable by the end of 2020respectively; 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").
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 $69.9$100.3 million of the total $279.7$401.3 million incurred by the joint venture as of September 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 $37.3$40.8 million of the total $74.5$81.6 million incurred by the joint venture as of September 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 $36.5$39.9 million at its pro rata share as of September 30, 2020.2021.
Other Transactions and Events:
In March 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. As of October 7,Following staggered re-openings during 2020, all of the Company’s properties areCenters have been open and operating including Queens Center and Kings Plaza in New York City, which re-opened in early September 2020 after being 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 indoor California malls include Fresno Fashion Fair, Inland Center, Pacific View, The Mall at Victor Valley, The Oaks and Vintage Faire Mall, each of which re-opened in late August 2020, and Lakewood Center, Los Cerritos Center and Stonewood Center, each of which re-opened on 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.
On December 31, 2020, the Company 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 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 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 allnow owns 100% 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. Althoughformer Sears parcel at South Plains Mall. Effective December 31, 2020, the Company has incurred, and will continue to incur, some incremental costs associated with COVID-19 operating protocols and programs, these costs have not been, and are not anticipated to be, significant.
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Whileconsolidates its 100% interest in the ultimate adverse impact of this outbreak is unknownSears parcel at this time,South Plains Mall in the Company’s consolidated financial condition and the results of its operations have been negatively impacted, as certain tenants delayed rent payments during the third quarter of 2020 and some tenants have continued to request delayed or reduced rent payments for October 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 third quarter cash dividend of $0.15 per share of its common stock which was paid in cash on September 8,for the third and fourth quarters of 2020 to stockholdersand for the first, second and third quarters of record on August 19, 2020.2021. On October 29, 2020,28, 2021, the Company's BoardCompany declared a fourth quarter cash dividend of $0.15 per share of its common stock, which will be paid on December 3, 20202021 to stockholders of record on November 9, 2020. The Company may continue to pay dividends at reduced levels during 2021 and beyond to reduce leverage for the Company and to support the Company's redevelopment plans.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

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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. As of September 30, 2021, the Company had approximately $152.1 million of gross sales of its common stock available under the March 2021 ATM Program. The February 2021 ATM Program was fully utilized as of June 30, 2021 and is no longer active.
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.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% 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, certainmost leases require the tenants to pay their pro rata share of operating expenses.property taxes and utilities.
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
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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.

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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 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 (income) 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.



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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 Properties (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"). The Company moves a Center in and out of Same Centers based on whether the Center is substantially complete

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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, for the periods of comparison.
For the comparison of the three and nine months ended September 30, 20202021 to the three and nine months ended September 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 nine months ended September 30, 20202021 to the three and nine months ended September 30, 2019, there2020, the Disposition Properties are no Disposition Properties.Paradise Valley Mall and Tucson La Encantada.
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.
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 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.
Tenant sales per square foot decreased from $800 forDuring the twelve months ended September 30, 2019 to $718 for the twelve months ended September 30, 2020. Given the widespread closurethird quarter of the majority of the Company's tenants during April and portions of May through September 2020 as a result of COVID-19 (See "Other Transactions and Events" in Management's Overview and Summary), the2021, comparable tenant sales metric is computedfrom spaces less than 10,000 square feet across the portfolio increased by 13.8% relative to excludepre-COVID sales during the periodthird quarter of COVID-19 closure for each tenant.2019. The leased occupancy rate decreased from 93.8% at September 30, 2019 to 90.8% at September 30, 2020.2020 to 90.3% at September 30, 2021, but improved by 0.90% from 89.4% at June 30, 2021. Releasing spreads remained positivedecreased as the Company was able to lease available spaceexecuted leases at higheran average rents than the expiring rental rates, resulting in a releasing spreadrent of $2.61 per square foot ($55.83 on$55.23 for new and renewal leases executed compared to $53.22$56.65 on leases expiring), representingexpiring, resulting in a 4.9% increasereleasing spread decrease of $1.42 per square foot, or 2.5%, for the trailing twelve months ended September 30, 2020. 2021.
The Company continues to renew or replace leases that are scheduled to expire in 2020 and 2021, 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 September 30, 2020,2021, the Company had entered intohas executed leases or commitments from retailers that are in lease documentation for 91% of the leased space expiring in 2021. The remaining leases expiring in 2021 represented approximately 257,000 square feet, and the Company is negotiating letters of intent for those spaces. These amounts exclude leases for approximately 70% of the square footage expiring in 2020, and was in the process of negotiating and documenting leasesstores that have closed or for an additional 16% of its square footage expiring in 2020. stores that tenants have indicated they intend to close.
The Company has entered into 66215 leases for new stores totaling over 350,000approximately 964,000 square feet that have previously opened in 2021 or are planned for opening in 2020.the remainder of 2021. While there may be additional new store openings in 2020,2021, any such leases arewere not yet executed. In total, the Company has entered into 190 leases for new stores that have yet to open, totaling over 1.7 million square feet. After speaking with each prospective tenantexecuted as of such new stores, only nine tenants have currently indicated they no longer plan to or are uncertain about their ability to open their new store, which equates to only 62,000 square feet of the total 1.7 million square foot pipeline of new store leases. The balance of the 181 leases are planned to open primarily in 2020 andSeptember 30, 2021.
During the trailing twelve months ended September 30, 2020,2021, the Company signed 179265 new leases and 404559 renewal leases comprising approximately 2.23.0 million square feet of GLA, of which 1.41.8 million square feet is related to the consolidated Centers. The average tenant allowance was $19.18$22.82 per square foot. The majority of the Company's COVID-19 related lease amendments are excluded from these numbers.
Outlook
The Company has a long-term four-pronged business strategy that focuses on the acquisition, leasing and management, redevelopment and development of Regional Shopping Centers. Although overall regional town center fundamentals in its markets continued to improve during the third quarter, the Company expects that its results for the remainder of 2021 will be negatively impacted by the COVID-19 pandemic, reduced occupancy relative to pre-COVID levels and Anchor closures, 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 during the three months ending September 30, 2021. Leasing revenue increased by approximately 11%, including joint ventures at the Company’s share, compared to the three months ended September 30, 2020. This increase was primarily due to (i) increases in percentage rent, which was primarily driven by accelerating tenant sales and all of the Company’s Centers being fully open and operating in the third quarter of 2021 as compared to the third quarter of 2020; and (ii) decreases in bad debt reserves and decreases in retroactive rent abatements incurred in the third quarter of 2021 compared to the third quarter of 2020. During the three and nine months ended September 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

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Outlook
As a resultother factors, sales and traffic at the Company's Centers continued to greatly improve during the third quarter of COVID-19 (See "Other Transactions and Events"2021 with extremely high customer conversion rates. Traffic levels continue to range in Management's Overview and Summary) and subsequent government mandates, all but a fewthe mid 90%'s relative to 2019. Comparable tenant sales from spaces less than 10,000 square feet across the portfolio increased by 13.8% relative to pre-COVID sales during the third quarter of 2019. For the Company’s Centers closed in March 2020, except for the continued operation of essential retail and services. In total, approximately 74% of the gross leasable area, which was previously occupied prior to the COVID-19 closures, was closed during this time. As of October 7, 2020, all of the Company’s properties are now open and operating, including Queens Center and Kings Plaza in New York City, which re-opened in early September 2020 after being 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 indoor California malls include Fresno Fashion Fair, Inland Center, Pacific View, The Mall at Victor Valley, The Oaks and Vintage Faire Mall, each of which re-opened in late August 2020, and Lakewood Mall, Los Cerritos Center and Stonewood Mall, each of which re-opened on October 7, 2020.
The Company collected approximately 61% of rents billed for the three months ended June 30, 2020, and 80% of rents billed for the three months ended September 30, 2020.2021, comparable tenant sales from spaces less than 10,000 square feet across the portfolio increased by 8.7% relative to sales during the same pre-COVID nine-month period of 2019.

During the third quarter of 2021, the Company signed 219 leases for approximately 1.13 million square feet (excluding COVID-19 workout deals), which represents a 15% increase in the leased square feet relative to what was leased during the pre-COVID third quarter of 2019. For the nine months ended September 30, 2021, the Company has signed 707 leases for approximately 2.98 million square feet, which represents a 26% increase in the amount of leased square feet relative to what was leased over the same pre-COVID nine month period ended September 30, 2019. 2019 was the highest volume leasing year for the Company since 2015.
As of September 30, 2021, the leased occupancy rate increased to 90.3% compared to the leased occupancy rate at June 30, 2021 of 89.4%, which is also a sequential 1.80% occupancy improvement from 88.5% at March 31, 2021.
The Company's rent collections have continued to significantly improve and are now comparable to pre-COVID levels. The Company has collected approximately 81% of rents billed for October 2020. The Company continues to make meaningfulmade 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 (in each case, based on gross rent),This effort of the nearly 200 national tenants in the Company’s portfolio, the Company has agreed to repayment terms with and/or received payments from approximately 76%, the Companynegotiating COVID-19 rental assistance agreements is negotiating terms with another 17%, approximately 2% have filed bankruptcy and have either liquidated or plan to liquidate their entire store fleet and the balance are unresolved at this time.essentially now completed. The lease amendments negotiated by the Company related to COVID-19 have resulted in a combination of rent payment deferrals extending into 2021 and 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, the Company expects that 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. The Company does not anticipate theany negative impact of such clauses on lease revenue will be significant.
During the year ended December 31, 2020, the Company incurred $56.4 million of 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 nine months ended September 30, 2021, the Company incurred $2.0 million and $46.3 million, respectively, of rent abatements at the Company’s share relating primarily to 2020 rents as a result of COVID-19, and negotiated $4.9 million of rent deferrals during the nine months ended September 30, 2021, at the Company’s share. The Company did not negotiate any rent deferrals during the three months ended September 30, 2021. As of September 30, 2021, $6.7 million of the rent deferrals remain outstanding, with $2.8 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 39were 42 bankruptcy filings involving the Company’s tenants, totaling 304322 leases and involving approximately 6.0 million square feet and $83.9$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 ten bankruptcy filings byinvolving the Company's tenants, totaling 62 leases and involving approximately 369,000 square feet and $11.9 million of annual leasing revenue at the Company’s properties, which are accelerated asCompany's share. This included two leases totaling 139,000 square feet with a resultsingle department store retailer that quickly emerged from bankruptcy and assumed both of general conditions caused by COVID-19.
As previously disclosed by the Company in its prior filingsleases with the SEC,Company. Excluding this department store retailer, bankruptcy filings during 2021 are only 230,000 square feet. The current pace of 2021 bankruptcy filings is well lower than the Company has submitted recovery claims under its insurance coverage duepast several years, dating back to business interruption from COVID-19. As of September 30, 2020, the Company does not believe it is likely that it will be able to collect on these claims given the facts and circumstances regarding the COVID-19 pandemic.
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 September 30, 2020, leasing revenue decreased by 18% compared to the quarter ended September 30, 2019. As of September 30, 2020, the leased occupancy rate decreased to 90.8% from 93.8% at September 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 and remained relatively low throughout the third quarter of 2020.2015.
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 September 30, 2020, the Company had $630.2 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's Board declared a further reduced third quarter cash dividend of $0.15 per share of its common stock, which was paid in cash on September 8, 2020 to stockholders of record on August 19, 2020. On October 29, 2020, the Company’s Board declared a fourth quarter cash dividend of $0.15 per share of its common stock, which will be paid on December 3, 2020 to stockholders of
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record on November 9, 2020. When combined with the cash portion of the second quarter dividend of $0.10 per share and if the third and fourth quarter cash dividend rate of $0.15 per share of its common stock was to be paid in the first quarter of 2021, the Company would retain approximately $370 million of cash.
•The Company anticipates spending approximately $100 million less in 2020 on redevelopment relativeexpects to its original pre-COVID-19 plans.
•The Company has reduced plannedgenerate significant cash flow from operations after recurring operating capital expenditures, at its properties by 65% downleasing capital expenditures and payment of dividends. This assumption does not include any potential capital generated from dispositions, refinancings or issuances of common equity. This expected surplus will be used to approximately $15 million atde-lever the Company’s share in 2020.
•The Company expects amountsCompany's balance sheet as well as 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% duringfund the period of 2020 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, $8.8 million was repaid in the three months ended September 30, 2020, with an additional $28.1 million repayable by the end of 2020 and 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 able to refinance its near-term maturing mortgages. As a result, the Company has secured a short-term extensionextensions of term from one to three years of its near-term maturing non-recourse mortgage loanloans totaling an aggregate of approximately $950 million on Danbury Fair Mall, and it is in the process of securing extensions of the mortgage loans onThe Shops at Atlas Park, Fashion Outlets of Niagara, FlatIron Crossing, Green Acres Mall and Green Acres CommonsCommons. On October 26, 2021, the Company’s joint venture closed a $65 million, five-year loan, including extension options, that bears interest at LIBOR plus 4.15% to refinance The Shops at Atlas Park, which replaced a $67.5 million loan on the property. The Company’s joint venture in FlatIron Crossing is currently negotiating a commitment for a new five-year $200 million loan to replace the existing $198.2 million loan on the property. (See “Financing Activities”"Financing Activities" in Management’sManagement's Overview and Summary).
During the second quarter of 2021, the Company repaid 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

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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"). As of September 30, 2021, the balances on the term loan facility and the revolving loan facility were $0 and $130.0 million (less the amount of unamortized deferred financing costs of $15.7 million), respectively.
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 order to achieve its desired ratio of floating-rate to fixed-rate debt. In today’s interest rate environment, the swap agreements that the Company had entered into resulted in increases in interest expense. Those swap agreements expired on September 30, 2021 and have not been renewed by the Company.
Comparison of Three Months Ended September 30, 20202021 and 20192020
Revenues:
Leasing revenue decreasedincreased by $38.8$21.6 million, or 18.1%12.3%, from 20192020 to 2020.2021. The decreaseincrease in leasing revenue is attributed to decreasesincreases of $38.0$16.2 million from the Same Centers and $0.8$6.3 million from the RedevelopmentJV Transition Centers offset in part by a decrease of $0.9 million from the Disposition Properties. 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 decreased from $2.4 million in 2019 towas $0.6 million in 2020.for both 2020 and 2021. The amortization of straight-line rents increaseddecreased from $3.2 million in 2019 to $5.5 million in 2020.2020 to $(2.6) million in 2021. Lease termination income increased from $0.7 million in 2019 to $4.3 million in 2020.2020 to $8.9 million in 2021. Percentage rent increased from $2.8 million in 2020 to $13.7 million in 2021. Provision for bad debts increaseddecreased from $2.9 million in 2019 to $10.6 million in 2020.2020 to $1.6 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 certain 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 "Otherall Centers being opened in 2021 compared to some Centers being closed for all or a portion of the third 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 $6.9 million in 2019 to $4.3 million in 2020. The decrease2020 to $8.2 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 decreasedincreased from $10.0 million in 2019 to $6.0 million in 2020. The decrease2020 to $6.8 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 $4.6increased $6.0 million, or 6.7%9.3%, from 20192020 to 2020.2021. The decreaseincrease in shopping center and operating expenses is attributed to decreasesincreases of $4.1$2.1 million from the Same Centers and $0.5$5.0 million from the JV Transition Centers offset in part by a decrease of $1.1 million from the Disposition Properties. The decreaseincrease in shopping center and operating expenses at the Same Centers is primarily the result of COVID-19 (See "Othersome Centers being closed for all or a portion of the third quarter of 2020 (See "Other Transactions and Events"Events" in Management's Overview and Summary).
Leasing Expenses:
Leasing expenses decreasedincreased from $7.2 million in 2019 to $5.5 million in 2020.

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2020 to $6.2 million in 2021.
Management Companies' Operating Expenses:
Management Companies' operating expenses decreased $2.5increased $1.6 million from 20192020 to 2020 primarily due to a decrease in compensation and consulting expense.2021.
REIT General and Administrative Expenses:
REIT general and administrative expenses increased $2.3was $7.6 million from 2019 tofor both 2020 primarily due to an increase in compensation and consulting expense.2021.
Depreciation and Amortization:
Depreciation and amortization decreased $4.2$3.1 million from 20192020 to 2020.2021. The decrease in depreciation and amortization is attributed to a decrease of $4.5$4.7 million from the Same Centers and $1.4 million from the Disposition Properties offset in part by a $0.3an increase of $2.9 million increase from the Redevelopment Properties.JV Transition Centers.
Interest (Income) Expense:
Interest (income) expense increased $22.4$3.2 million from 20192020 to 2020.2021. The increase in interest (income) expense is attributed to an increase of $20.6$7.8 million from the Financing Arrangement (See Note 12—Financing Arrangement in the Company's Notes to the Consolidated Financial Statements), and $1.5$1.4 million from the increased borrowings underJV Transition Centers offset in part by decreases of $4.3 million

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from the Company's revolving line of credit and $0.3$1.7 million from the Same Centers. The increase in interest (income) 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 (Loss) IncomeLoss of Unconsolidated Joint Ventures:
Equity in (loss) incomeloss of unconsolidated joint ventures decreased $27.1$10.8 million from 20192020 to 2020.2021. The decrease in equity in (loss) incomeloss 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 some Centers being closed for all or a portion of the third 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 $0.7 million in 2019 to $7.5 million in 2020.
Gain (loss) on Sale or Write Down of Assets, net:
The gain (loss) on sale or write down of assets, net increased $106.8 million from a loss of $0.1 million in 20192020 to a gain of $11.8 million in 2020. The change in gain (loss) on sale or write down of assets, net is2021 primarily due to land sales in 2020the sale of $13.3 million offset in part by $1.4 million write-down of non-real estate assets.
Net (Loss) Income:
Net (loss) income decreased $72.6 million from 2019 to 2020. The decrease in net (loss) income is primarily the result of COVID-19 (See "Other Transactions and Events"Tucson La Encantada (See "Dispositions" in Management's Overview and Summary).
Net Income (Loss):
Net income increased $135.6 million from 2020 to 2021. The increase in net income is primarily due to the variances noted above and the sale of Tucson La Encantada.
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 and loss on extinguishment of debt decreased 37.4%increased 21.6% from$133.2 million in 2019 to $83.4 million in 2020.2020 to $101.4 million in 2021. For a reconciliation of net income (loss) 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 loss on extinguishment of debt and FFO attributable to common stockholders and unit holders—diluted, excluding financing expense in connection with Chandler Freehold and loss on extinguishment of debt, see "Funds From Operations ("FFO")" below.
Comparison of Nine Months Ended September 30, 20202021 and 20192020
Revenues:
Leasing revenue decreasedincreased by $81.3$18.7 million, or 12.8%3.4%, from 20192020 to 2020.2021. The decreaseincrease in leasing revenue is attributed to increases of $24.0 million from the JV Transition Centers offset in part by decreases of $79.6$2.1 million from the Same Centers and $1.7$3.2 million from the RedevelopmentDisposition Properties. 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 $7.0 million in 2019 to $1.4 million in 2020.2020 to $1.6 million in 2021. Straight-line rents decreasedincreased from $7.1 million in 2019 to $5.9 million in 2020.2020 to $8.2 million in 2021. Lease termination income increased from $3.9 million in 2019 to $7.0 million in 2020.2020 to $16.9 million in 2021. Percentage rent increased from $6.5 million in 2020 to $31.0 million in 2021. Provision for bad debts increaseddecreased from $6.8 million in 2019 to $39.2 million in 2020.2020 to a recovery of $(4.3) million in 2021.
Other income increased from $16.6 million in 2020 to $25.4 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 $19.8 million in 2020 to $19.0 million in 2021 due to a decrease in management fees and development fees.
Shopping Center and Operating Expenses:
Shopping center and operating expenses increased $22.0 million, or 11.4%, from 2020 to 2021. The increase in bad debt expenseshopping center and operating expenses is a resultattributed to increases of $14.2 million from the Company assessing collectability by tenantJV Transition Centers and
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determining that it was no longer probable that substantially all leasing revenue would be collected $9.7 million from certain tenants, which includes tenants that have declared bankruptcy, tenants at risk of filing bankruptcy or other tenants where collectability was no longer probable.the Same Centers. The decrease in leasing revenue and increase in bad debtshopping center and operating expenses at the Same Centers is primarily the result of COVID-19some Centers being closed for all or a portion of the third quarter of 2020 (See "Other Transactions and Events" in Management's Overview and Summary).
Other income decreased from $20.1 million in 2019 to $16.6 million in 2020. The decrease is primarily a decline in parking garage income due to the closures of properties as a result of COVID-19 (See "Other Transactions and Events" in Management's Overview and Summary).
Management Companies' revenue decreased from $29.3 million in 2019 to $19.8 million in 2020 due to a decrease in development fees and interest income due to the collection of notes receivable in 2019.
Shopping Center and Operating Expenses:
Shopping center and operating expenses decreased $10.5 million, or 5.2%, from 2019 to 2020. The decrease in shopping center and operating expenses is attributed to decreases of $9.2 million from the Same Centers, $0.9 million from the Disposition Properties and $0.4 million from the Redevelopment Properties. The decrease in shopping center and operating expenses at the Same Centers is primarily the result of COVID-19 (See "Other Transactions and Events" in Management's Overview and Summary).
Leasing Expenses:
Leasing expenses decreased from $22.3 million in 2019 to $19.6 million in 2020.2020 to $18.0 million in 2021 due to a decrease in compensation expense.


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Management Companies' Operating Expenses:
Management Companies' operating expenses decreased $4.5$1.2 million from 20192020 to 20202021 due to a decrease in compensation and consulting expense.
REIT General and Administrative Expenses:
REIT general and administrative expenses increased $5.8decreased $0.3 million from 20192020 to 2020 primarily due to an increase in compensation and consulting expense.2021.
Depreciation and Amortization:
Depreciation and amortization decreased $5.5$9.6 million from 20192020 to 2020.2021. The decrease in depreciation and amortization is attributed to decreases of $6.3$16.4 million from the Same Centers and $2.8 million from the Disposition Properties offset in part by a $0.8an increase of $8.9 million increase from the Redevelopment Properties.JV Transition Centers.
Interest (Income) Expense:
Interest (income) expense decreased $25.0increased $83.9 million from 20192020 to 2020.2021. The decreaseincrease in interest (income) expense was attributed to a decreasean increase of $32.8$89.1 million from the Financing Arrangement (See Note 12—Financing Arrangement in the Company's Notes to the Consolidated Financial Statements), and $4.7 million from the JV Transition Centers offset in part by increasesdecreases of $5.3$5.1 million from the Same Centers and $2.5$4.8 million from increased borrowings under the Company's revolving line of credit. The decreaseincrease in interest (income) 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 $51.1increased $37.2 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 $2.3 milliondebts and an increase in 2019percentage rent in 2021 compared to $22.2 million in 2020.
Gain (loss)(Loss) on Sale or Write Down of Assets, net:
Gain (loss)(Loss) on sale or write down of assets, net increased $13.3from a loss of $28.8 million from 2019in 2020 to 2020.a gain of $93.4 million in 2021. The increase in gain (loss) on sale or write down of assets, net is primarily due to the $36.7$36.7 million of impairment losses $4.2on Wilton Mall and Paradise Valley Mall in 2020 and $117.2 million write-downgain on the sale of non-real estate assets and $1.2 million write-down of development costsTucson La Encantada in 2020,2021 offset in part by the $13.3sale and impairment loss of $41.6 million gainon Estrella Falls in land sales in 2020 and $16.1 million 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.

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Net (Loss) Income:
Net (loss) income decreased $113.4 million from 2019 to 2020. The decrease in net (loss) income is primarily the result of COVID-19 (See "Other Transactions and Events"properties (See "Dispositions" in Management's Overview and Summary).
Net Income (Loss):
Net income increased $81.8 million from 2020 to 2021. The increase in net income is primarily due to the 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 and loss on extinguishment of debt decreased 31.4%increased 14.2% from$388.8 million in 2019 to $266.6 million in 2020.2020 to $304.5 million in 2021. For a reconciliation of net income (loss) income 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 loss on extinguishment of debt and FFO attributable to common stockholders and unit holders—diluted, excluding financing expense in connection with Chandler Freehold and loss on extinguishment of debt, see "Funds From Operations ("FFO")" below.
Operating Activities:
Cash provided by operating activities decreased $206.9increased $146.5 million from 20192020 to 2020.2021. The decreaseincrease is primarily due to a $128.7 million increase in tenant and other receivables, a $30.0 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 $139.4$378.9 million from 20192020 to 2020.2021. The increase in cash used inprovided by investing activities is primarily attributed to decreasesan increase in proceeds from the sale of assets of $306.7 million, proceeds from notes receivable of $65.8$1.3 million, and distributions from unconsolidated joint ventures of $207.6 million offset in part by a decrease in contributions to unconsolidated joint ventures of $48.8$44.0 million and a decreasean increase of $58.5$42.8 million in development, redevelopment, expansion and renovationdistributions from unconsolidated joint ventures.

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Table of properties. The decrease in proceeds 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).Contents
Financing Activities:
Cash provided by financing activities increased $815.8 milliondecreased $1.3 billion from 20192020 to 2020.2021. The increasedecrease in cash provided by financing activities is primarily due to a decreasedecreases in proceeds from mortgages, bank and other notes payable of $165.0 million and an increase in payments on mortgages, bank and other notes payable of $995.3$2.0 billion offset in part by net proceeds from sales of common shares under the ATM Programs of $829.9 million and a decrease in dividends and distributions of $204.2 million which are offset by a decrease in proceeds from mortgages, bank and other notes payable of $416.0$50.7 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).
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 and fourth quarter cash dividends, (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 September 30, 2020, the Company had approximately $630 million of cash, including the unconsolidated joint ventures at the Company's pro rata share.



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it has done historically.

The following tables summarize capital expenditures incurred at the Centers (at the Company's pro rata share):
For the Nine Months Ended September 30, For the Nine Months Ended September 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$8,852 $19,330 Acquisitions of property, building improvement and equipment$13,092 $8,852 
Development, redevelopment, expansions and renovations of CentersDevelopment, redevelopment, expansions and renovations of Centers28,120 83,142 Development, redevelopment, expansions and renovations of Centers34,678 28,120 
Tenant allowancesTenant allowances8,182 14,763 Tenant allowances13,445 8,182 
Deferred leasing chargesDeferred leasing charges2,162 1,977 Deferred leasing charges1,956 2,162 
$47,316 $119,212 $63,171 $47,316 
Joint Venture Centers:Joint Venture Centers:  Joint Venture Centers:  
Acquisitions of property, building improvement and equipmentAcquisitions of property, building improvement and equipment$5,866 $7,793 Acquisitions of property, building improvement and equipment$7,408 $5,866 
Development, redevelopment, expansions and renovations of CentersDevelopment, redevelopment, expansions and renovations of Centers86,505 152,881 Development, redevelopment, expansions and renovations of Centers41,783 86,505 
Tenant allowancesTenant allowances1,992 6,922 Tenant allowances6,916 1,992 
Deferred leasing chargesDeferred leasing charges1,245 2,725 Deferred leasing charges2,065 1,245 
$95,608 $170,321 $58,172 $95,608 

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 2021. The Company expects to incur approximately $30.0less than $20.0 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.
TheOn each of February 1, 2021 and March 26, 2021, the Company paidregistered a reduced quarterly dividend of $0.50 per shareseparate "at the market" offering program, pursuant to which the Company may issue and sell shares of its common stock on June 3, 2020,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 a combination of 20% cashamounts and 80% of sharesat times to be determined by the Company. The following table sets forth certain information with respect to issuances made under each of the Company’s common stock. On July 24, 2020,ATM Programs as of September 30, 2021.

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 (Dollars and shares in thousands)February 2021 ATM ProgramMarch 2021 ATM Program
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 
September 30, 2021— $— $— 2,122 $38,449 $787 
Total36,687 $489,552 $10,000 25,342 $340,322 $6,955 
As of September 30, 2021, the Company's Board declared a further reduced third quarter cash dividendCompany had approximately $152.1 million of $0.15 per sharegross sales of its common stock whichavailable under the March 2021 ATM Program. The February 2021 ATM Program was paid in cash on September 8, 2020 to stockholdersfully utilized as of record on August 19, 2020. On October 29, 2020, the Company's Board declared a fourth quarter cash dividend of $0.15 per share of its common stock, which will be paid on December 3, 2020 to stockholders of record on November 9, 2020. When combined with the cash portion of the second quarter dividend of $0.10 per shareJune 30, 2021 and if the third and fourth quarter cash dividend rate of $0.15 per share of its common stock was to be paid in the first quarter of 2021, 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 September 30, 20202021 was $8.7$7.2 billion (consisting of $5.9$4.5 billion of consolidated debt, less $359.3$456.8 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
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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 able to refinance its near-term maturing mortgages. As a result, the Company has secured a short-term extensionextensions of term from one to three years of its near-term maturing non-recourse mortgage loanloans totaling an aggregate of approximately $950 million on Danbury Fair Mall, and it is in the process of securing extensions of the mortgage loans onThe Shops at Atlas Park, Fashion Outlets of Niagara, FlatIron Crossing, Green Acres Mall and Green Acres CommonsCommons. On October 26, 2021, the Company’s joint venture closed a $65 million, five-year loan, including extension options, that bears interest at LIBOR plus 4.15% to refinance The Shops at Atlas Park, which replaced a $67.5 million loan on the property. The Company’s joint venture in FlatIron Crossing is currently negotiating a commitment for a new five-year $200 million loan to replace the existing $198.2 million loan on the property (See “Financing Activities” in 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 has a $1.5 billion revolving linereceived $95.3 million of net proceeds. On September 17, 2021, the Company sold Tucson La Encantada in Tucson, Arizona for $165.3 million. The Company received $100.1 million of net cash proceeds which was used to repay debt (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. 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 1.30%2.25% to 1.90%,3.25% depending on Company’s overall leverage level. As of September 30, 2021, the borrowing rate was LIBOR plus 2.25%. As of September 30, 2021, borrowings under the facility were $130 million less unamortized deferred finance costs of $15.7 million for the revolving loan facility at a total interest rate of 3.69%. As of September 30, 2021, the Company's overall leverage level,availability under the revolving loan facility for additional borrowings was $394.7 million.

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The Company drew the $175 million term loan facility in its entirety simultaneously with entering into the new credit agreement and was to maturesubsequently paid off the remaining balance outstanding on July 6, 2020. On April 8, 2020,the term loan facility with proceeds from the sale of Tucson La Encantada.
Concurrently with entering into the new credit agreement, the Company exercisedrepaid $985 million of debt, which included terminating and repaying all amounts outstanding under its option to extend the maturity of the facility to July 6, 2021. Theprior revolving line of credit can be 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 September 30, 2020, the borrowing rate on the facility was LIBOR plus 1.65%.facility. The Company hashad four interest rate swap agreements that effectively convertconverted a total of $400.0$400 million of the outstanding balance under the prior credit agreement from floating rate debt of LIBOR plus 1.65% to fixed rate debt of 4.30%4.50% until September 30, 2021. AtThese swaps were hedged against the Santa Monica Place floating rate loan and a portion of the Green Acres Commons floating rate loan and effectively converted 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. The Company did not renew the line of credit were $1.5 billion less unamortized deferred finance costs of $2.5 millionswaps that expired on September 30, 2021 and, as a result, on October 1, 2021, the Santa Monica Place and Green Acres Commons loans reverted back to floating rate loans with a totalan effective interest rate of 2.65%. The Company's availability under1.81% and 3.1%, respectively, as of such date (See Note 5 – Derivative Instruments and Hedging Activities and Note 10 – Mortgage Notes Payable in the line of credit was $19.7 million at September 30, 2020. The Company anticipates refinancing its revolving line of credit in advance of its maturity date.Company’s Notes to the Consolidated Financial Statements).
Cash dividends and distributions for the nine months ended September 30, 20202021 were $155.2 million. A total of $65.1$104.5 million, waswhich were funded by operations and the remaining $90.1 million was funded from cash on hand.operations.
At September 30, 2020,2021, the Company was in compliance with all applicable loan covenants under its agreements.
At September 30, 2020,2021, the Company had cash and cash equivalents of $528.4$117.6 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.
As of September 30, 2020,2021, one of the Company's joint ventures had $150.5$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. The Company intends to repay $100.0 million of this loan during the fourth quarter of 2020, which will reduce the recourse to the Company to $50.0 million.
Additionally, as of September 30, 2020,2021, the Company was contingently liable for $40.9 million in letters of credit guaranteeing performance by the Company of certain obligations relating to the Centers. As of September 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 September 30, 20202021 for the consolidated Centers over the periods in which they are expected to be paid (in thousands):
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Payment Due by Period Payment Due by Period
Contractual ObligationsContractual ObligationsTotalLess than
1 year		1 - 3
years		3 - 5
years		More than
five years		Contractual ObligationsTotalLess than
1 year		1 - 3
years		3 - 5
years		More than
five years
Long-term debt obligations (includes expected interest payments)(1)Long-term debt obligations (includes expected interest payments)(1)$6,794,726 $2,402,362 $930,286 $583,838 $2,878,240 Long-term debt obligations (includes expected interest payments)(1)$5,377,989 $657,110 $1,750,045 $981,389 $1,989,445 
Lease liabilities(2)Lease liabilities(2)209,041 6,725 47,417 23,552 131,347 Lease liabilities(2)173,529 6,387 29,258 22,056 115,828 
Purchase obligations(3)Purchase obligations(3)1,947 1,947 — — — Purchase obligations(3)2,920 2,920 — — — 
Other long-term liabilitiesOther long-term liabilities197,736 125,744 28,199 13,744 30,049 Other long-term liabilities193,053 121,061 28,199 13,744 30,049 
$7,203,450 $2,536,778 $1,005,902 $621,134 $3,039,636 $5,747,491 $787,478 $1,807,502 $1,017,189 $2,135,322 

(1)Interest payments on floating rate debt were based on rates in effect at September 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.
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.debt.
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 income (loss) income 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 nine months ended September 30, 20202021 and 20192020 (dollars and shares in thousands):
 For the Three Months Ended September 30,For the Nine Months Ended September 30,
 2020201920202019
Net (loss) income attributable to the Company$(22,191)$46,371 $(39,785)$69,929 
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(1,618)3,427 (2,912)5,151 
(Gain) loss on sale or write down of assets, net—consolidated assets(11,786)131 28,784 15,506 
Add: noncontrolling interests share of gain (loss) on sale or write down of assets—consolidated assets929 — 929 (3,369)
Add: gain on sale of undepreciated assets—consolidated assets12,362 81 12,402 615 
Less: loss on write-down of non-real estate assets—consolidated assets(1,361)— (4,154)— 
Loss (gain) on sale or write down of assets—unconsolidated joint ventures, net(1)71 (3)77 381 
Depreciation and amortization—consolidated assets78,605 82,787 241,112 246,640 
Less: noncontrolling interests in depreciation and amortization—consolidated assets(3,855)(3,746)(11,472)(11,067)
Depreciation and amortization—unconsolidated joint ventures(1)50,775 45,465 146,702 141,670 
Less: depreciation on personal property(3,460)(3,934)(11,662)(11,733)
FFO attributable to common stockholders and unit holders—basic and diluted98,471 170,579 360,021 453,723 
Financing expense in connection with Chandler Freehold(15,104)(37,337)(93,437)(64,906)
FFO attributable to common stockholders and unit holders, excluding financing expense in connection with Chandler Freehold—basic and diluted83,367 133,242 266,584 388,817 
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$83,367 $133,242 $266,584 $389,168 
Weighted average number of FFO shares outstanding for:    
FFO attributable to common stockholders and unit holders—basic(2)160,509 151,784 155,694 151,740 
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)160,509 151,784 155,694 151,740 

 For the Three Months Ended September 30,For the Nine Months Ended September 30,
 2021202020212020
Net income (loss) attributable to the Company$106,702 $(22,191)$31,333 $(39,785)
Adjustments to reconcile net income (loss) attributable to the Company to FFO attributable to common stockholders and unit holders—basic and diluted:    
Noncontrolling interests in the Operating Partnership5,922 (1,618)1,653 (2,912)
(Gain) loss on sale or write down of assets, net—consolidated assets(118,566)(11,786)(93,356)28,784 
Add: noncontrolling interests share of (loss) gain on sale or write down of assets—consolidated assets(2)929 5,853 929 
Add: gain on sale of undepreciated assets—consolidated assets95 12,362 19,913 12,402 
Less: noncontrolling interests share of gain of undepreciated assets—consolidated assets(4)— (6,089)— 
Loss on write-down of non-real estate assets—consolidated assets— (1,361)(2,200)(4,154)
(Gain) loss on sale or write down of assets—unconsolidated joint ventures, net(1)(38)71 41 77 
Add: gain on sale of undepreciated assets—unconsolidated joint ventures38 — 38 — 
Depreciation and amortization—consolidated assets75,465 78,605 231,491 241,112 
Less: noncontrolling interests in depreciation and amortization—consolidated assets(4,173)(3,855)(13,333)(11,472)
Depreciation and amortization—unconsolidated joint ventures(1)44,905 50,775 138,137 146,702 
Less: depreciation on personal property(3,246)(3,460)(9,933)(11,662)
FFO attributable to common stockholders and unit holders—basic and diluted107,098 98,471 303,548 360,021 
Financing expense in connection with Chandler Freehold(6,723)(15,104)(25)(93,437)
FFO attributable to common stockholders and unit holders, excluding financing expense in connection with Chandler Freehold—basic and diluted100,375 83,367 303,523 266,584 
Loss on extinguishment of debt—consolidated assets1,007 — 1,007 — 
FFO attributable to common stockholders and unit holders, excluding financing expense in connection with Chandler Freehold and loss on extinguishment of debt—basic and diluted$101,382 $83,367 $304,530 $266,584 
Weighted average number of FFO shares outstanding for:    
FFO attributable to common stockholders and unit holders—basic(2)223,033 160,509 202,877 155,694 
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)223,033 160,509 202,877 155,694 
(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 10.99.8 million and 10.410.9 million OP Units for the the three months ended September 30, 2021 and 2020, respectively, and 10.2 million and 10.6 million for the nine months ended September 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 September 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 September 30,   
 20222023202420252026ThereafterTotalFair Value
CONSOLIDATED CENTERS:        
Long-term debt:        
Fixed rate(1)$479,813 $663,318 $471,219 $607,334 $214,621 $1,785,000 $4,221,305 $4,124,283 
Average interest rate4.57 %4.19 %4.41 %3.49 %3.49 %3.92 %4.01 % 
Floating rate— 37,820 317,102 — — — 354,922 354,892 
Average interest rate— %3.07 %3.39 %— %— %— %3.35 % 
Total debt—Consolidated Centers$479,813 $701,138 $788,321 $607,334 $214,621 $1,785,000 $4,576,227 $4,479,175 
UNCONSOLIDATED JOINT VENTURE CENTERS:        
Long-term debt (at Company's pro rata share):        
Fixed rate$152,530 $673,865 $372,033 $34,504 $551,102 $1,224,921 $3,008,955 $2,963,119 
Average interest rate3.98 %3.52 %4.08 %3.84 %3.83 %3.88 %3.82 % 
Floating rate33,907 — 10,802 55,060 — — 99,769 95,855 
Average interest rate2.09 %— %1.98 %1.79 %— %— %1.91 % 
Total debt—Unconsolidated Joint Venture Centers$186,437 $673,865 $382,835 $89,564 $551,102 $1,224,921 $3,108,724 $3,058,974 
Expected Maturity Date
 For the twelve months ending September 30,   
 20212022202320242025ThereafterTotalFair Value
CONSOLIDATED CENTERS:        
Long-term debt:        
Fixed rate$988,053 $358,202 $25,769 $378,058 $7,334 $2,599,621 $4,357,037 $4,399,021 
Average interest rate4.45 %4.08 %4.15 %4.05 %3.49 %3.79 %3.99 % 
Floating rate1,210,000 — 300,000 — — — 1,510,000 1,507,982 
Average interest rate1.87 %— %1.50 %— %— %— %1.80 % 
Total debt—Consolidated Centers$2,198,053 $358,202 $325,769 $378,058 $7,334 $2,599,621 $5,867,037 $5,907,003 
UNCONSOLIDATED JOINT VENTURE CENTERS:        
Long-term debt (at Company's pro rata share):        
Fixed rate$155,168 $51,402 $643,397 $400,516 $34,504 $1,730,981 $3,015,968 $3,067,458 
Average interest rate3.80 %3.75 %3.47 %4.11 %3.84 %3.88 %3.81 % 
Floating rate— 36,183 150,500 9,691 18,778 — 215,152 215,233 
Average interest rate— %2.16 %2.15 %2.00 %1.86 %— %2.12 % 
Total debt—Unconsolidated Joint Venture Centers$155,168 $87,585 $793,897 $410,207 $53,282 $1,730,981 $3,231,120 $3,282,691 
(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. The Company did not renew the swaps and, as a result, on October 1, 2021, these loans reverted back to floating interest rate loans (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 September 30, 20202021 and December 31, 20192020 was $4.4$4.2 billion. The average interest rate on the fixed rate debt at each of September 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 September 30, 20202021 and December 31, 20192020 was $1.5$0.4 billion and $850.0 million,$1.7 billion, respectively. The average interest rate on the floating rate debt at September 30, 20202021 and December 31, 20192020 was 1.80%3.35% and 3.36%2.08%, respectively.
The Company's pro rata share of the unconsolidated joint venture Centers' fixed rate debt at each of September 30, 20202021 and December 31, 20192020 was $3.0 billion. The average interest rate on the fixed rate debt at September 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 September 30, 20202021 and December 31, 20192020 was $215.2$99.8 million and $196.1$70.5 million, respectively. The average interest rate on the floating rate debt at September 30, 20202021 and December 31, 20192020 was 2.12%1.91% 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. These swap agreements expired on September 30, 2021 and have not been renewed by the Company. As of September 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 $17.3$4.5 million per year based on $1.7$0.5 billion of floating rate debt outstanding at September 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 September 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. Except to the extent updated below or previously updated or to the extent additional factual information disclosed elsewhere in our Quarterly Reports on Form 10-Q relates to such risk factors (including, without limitation, the matters discussed in Part I, "Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations"), there were no material changes to the risk factors disclosed in Part I, "Item 1A. Risk Factors" of our Annual Report on Form 10-K for the year ended December 31, 2019.2020.
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.





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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 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;
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•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 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 July 28, 2020, the Company, as general partner of the Operating Partnership, issued 20,213 shares of common stock of the Company upon the redemption of 20,213 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)
July 1, 20202021 to July 31, 20202021— $— — $278,707,048 
August 1, 20202021 to August 31, 20202021— — — $278,707,048 
September 1, 20202021 to September 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


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Exhibit
Number		Description
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.*).
** 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:November 6, 20208, 2021(Principal Financial Officer)


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