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What changed in MACERICH CO's 10-K — 2023 vs 2024

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Paragraph-level year-over-year comparison of MACERICH CO's 2023 and 2024 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+423 added−372 removedSource: 10-K (2025-02-28) vs 10-K (2024-02-26)

Top changes in MACERICH CO's 2024 10-K

423 paragraphs added · 372 removed · 295 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

72 edited+37 added−29 removed37 unchanged
Biggest change(4) The average base rent per square foot on leases expiring during the year represents the actual rent to be paid on a per square foot basis during the final twelve months of the lease. 10 Lease Expirations: The following tables show scheduled lease expirations for Centers owned as of December 31, 2023 for the next ten years, assuming that none of the tenants exercise renewal options: Mall Stores and Freestanding Stores under 10,000 square feet: Year Ending December 31, Number of Leases Expiring Approximate GLA of Leases Expiring(1) % of Total Leased GLA Represented by Expiring Leases(1) Ending Base Rent per Square Foot of Expiring Leases(1) % of Base Rent Represented by Expiring Leases(1) Consolidated Centers (at the Company's pro rata share): 2024 417 893,335 22.90 % $ 60.83 20.88 % 2025 323 700,699 17.96 % $ 65.35 17.60 % 2026 241 610,959 15.66 % $ 68.98 16.20 % 2027 212 433,085 11.10 % $ 77.99 12.98 % 2028 135 309,302 7.93 % $ 64.40 7.65 % 2029 136 373,421 9.57 % $ 70.73 10.15 % 2030 76 211,845 5.43 % $ 62.83 5.11 % 2031 40 110,746 2.84 % $ 79.29 3.37 % 2032 29 74,904 1.92 % $ 60.89 1.75 % 2033 35 129,216 3.31 % $ 54.29 2.70 % Unconsolidated Joint Venture Centers (at the Company's pro rata share): 2024 294 372,635 18.30 % $ 67.49 16.06 % 2025 232 320,924 15.76 % $ 69.35 14.21 % 2026 213 290,581 14.27 % $ 74.76 13.87 % 2027 164 241,022 11.84 % $ 79.09 12.17 % 2028 158 257,132 12.63 % $ 83.57 13.72 % 2029 94 134,346 6.60 % $ 82.01 7.04 % 2030 79 107,526 5.28 % $ 92.04 6.32 % 2031 50 73,060 3.59 % $ 74.16 3.46 % 2032 58 85,234 4.19 % $ 90.70 4.94 % 2033 56 90,720 4.46 % $ 81.08 4.70 % 11 Big Boxes and Anchors: Year Ending December 31, Number of Leases Expiring Approximate GLA of Leases Expiring(1) % of Total Leased GLA Represented by Expiring Leases(1) Ending Base Rent per Square Foot of Expiring Leases(1) % of Base Rent Represented by Expiring Leases(1) Consolidated Centers (at the Company's pro rata share): 2024 15 319,225 3.90 % $ 38.24 8.11 % 2025 32 1,324,385 16.17 % $ 12.57 11.05 % 2026 28 1,416,432 17.30 % $ 10.74 10.10 % 2027 39 1,155,852 14.12 % $ 24.26 18.62 % 2028 22 944,679 11.54 % $ 16.87 10.58 % 2029 12 311,671 3.81 % $ 21.33 4.41 % 2030 10 291,804 3.56 % $ 17.13 3.32 % 2031 8 335,560 4.10 % $ 19.86 4.42 % 2032 6 245,071 2.99 % $ 14.49 2.36 % 2033 12 359,849 4.39 % $ 30.23 7.22 % Unconsolidated Joint Venture Centers (at the Company's pro rata share): 2024 23 440,317 11.12 % $ 17.67 11.67 % 2025 29 623,800 15.76 % $ 13.57 12.70 % 2026 22 350,725 8.86 % $ 30.64 16.13 % 2027 19 347,431 8.78 % $ 20.94 10.92 % 2028 15 496,132 12.53 % $ 13.70 10.20 % 2029 17 413,283 10.44 % $ 18.28 11.33 % 2030 7 467,875 11.82 % $ 4.95 3.48 % 2031 8 346,541 8.75 % $ 10.48 5.45 % 2032 3 55,037 1.39 % $ 29.38 2.43 % 2033 8 116,195 2.94 % $ 36.04 6.28 % _______________________________________________________________________________ (1) The ending base rent per square foot on leases expiring during the period represents the final year minimum rent, on a cash basis, for tenant leases expiring during the year.
Biggest change(4) The average base rent per square foot on leases expiring during the year represents the actual rent to be paid on a per square foot basis during the final twelve months of the lease. 11 Lease Expirations: The following tables show scheduled lease expirations for Centers owned as of December 31, 2024 for the next ten years, assuming that none of the tenants exercise renewal options: Mall Stores and Freestanding Stores under 10,000 square feet: Year Ending December 31, Number of Leases Expiring Approximate GLA of Leases Expiring(1) % of Total Leased GLA Represented by Expiring Leases(1) Ending Base Rent per Square Foot of Expiring Leases(1) % of Base Rent Represented by Expiring Leases(1) Consolidated Centers (at the Company's pro rata share): 2025 522 1,201,265 24.99 % $ 66.31 23.13 % 2026 353 867,595 18.05 % $ 69.75 17.57 % 2027 313 690,977 14.37 % $ 72.28 14.50 % 2028 204 504,465 10.49 % $ 71.09 10.41 % 2029 210 500,783 10.42 % $ 73.36 10.67 % 2030 105 299,679 6.23 % $ 69.32 6.03 % 2031 64 184,046 3.83 % $ 76.25 4.07 % 2032 38 104,832 2.18 % $ 68.44 2.08 % 2033 57 200,336 4.17 % $ 65.05 3.78 % 2034 56 125,521 2.61 % $ 121.32 4.42 % Unconsolidated Joint Venture Centers (at the Company's pro rata share): 2025 159 195,281 16.29 % $ 71.54 13.58 % 2026 145 189,609 15.82 % $ 74.10 13.66 % 2027 129 173,144 14.45 % $ 89.57 15.07 % 2028 104 154,682 12.91 % $ 87.05 13.09 % 2029 88 104,692 8.74 % $ 87.78 8.93 % 2030 64 85,671 7.15 % $ 97.76 8.14 % 2031 30 41,797 3.49 % $ 75.00 3.05 % 2032 51 78,099 6.52 % $ 104.76 7.95 % 2033 35 55,634 4.64 % $ 86.90 4.70 % 2034 39 66,118 5.52 % $ 95.92 6.16 % 12 Big Boxes and Anchors: Year Ending December 31, Number of Leases Expiring Approximate GLA of Leases Expiring(1) % of Total Leased GLA Represented by Expiring Leases(1) Ending Base Rent per Square Foot of Expiring Leases(1) % of Base Rent Represented by Expiring Leases(1) Consolidated Centers (at the Company's pro rata share): 2025 27 1,585,933 15.42 % $ 11.35 10.76 % 2026 33 1,453,864 14.13 % $ 13.74 11.95 % 2027 42 1,310,568 12.74 % $ 22.45 17.59 % 2028 22 941,158 9.15 % $ 17.05 9.59 % 2029 20 749,327 7.28 % $ 18.89 8.46 % 2030 18 937,880 9.12 % $ 8.80 4.94 % 2031 11 600,117 5.83 % $ 15.16 5.44 % 2032 6 242,800 2.36 % $ 18.02 2.61 % 2033 11 385,674 3.75 % $ 24.17 5.57 % 2034 13 569,519 5.54 % $ 15.81 5.38 % Unconsolidated Joint Venture Centers (at the Company's pro rata share): 2025 12 148,754 8.05 % $ 37.12 10.45 % 2026 16 256,400 13.88 % $ 40.96 19.88 % 2027 10 140,723 7.62 % $ 27.15 7.23 % 2028 10 229,425 12.42 % $ 24.78 10.76 % 2029 11 219,420 11.88 % $ 21.57 8.96 % 2030 9 204,131 11.05 % $ 16.38 6.33 % 2031 5 178,636 9.67 % $ 18.32 6.19 % 2032 2 17,959 0.97 % $ 52.56 1.79 % 2033 8 68,758 3.72 % $ 53.24 6.93 % 2034 4 60,043 3.25 % $ 31.15 3.54 % _______________________________________________________________________________ (1) The ending base rent per square foot on leases expiring during the period represents the final year minimum rent, on a cash basis, for tenant leases expiring during the year.
Regional Town Centers provide an array of retail shops and entertainment facilities and often serve as the town center and a gathering place for community, charity and promotional events. Regional Town Centers have generally provided owners with relatively stable income despite the cyclical nature of the retail business.
Regional Retail Centers provide an array of retail shops and entertainment facilities and often serve as the town center and a gathering place for community, charity and promotional events. Regional Retail Centers have generally provided owners with relatively stable income despite the cyclical nature of the retail business.
Employee Health and Safety: The Company is also committed to ensuring that the operations at all of its Centers and corporate offices are conducted in a manner that safeguards the health and safety of employees, tenants, contractors, customers and members of the public who are either present at, or affected by, its operations.
Employee Health and Safety: The Company is also committed to ensuring that the operations at all its Centers and corporate offices are conducted in a manner that safeguards the health and safety of employees, tenants, contractors, customers and members of the public who are either present at, or affected by, its operations.
The following documents relating to Corporate Governance are available on the Company's website at www.macerich.com under "Investors—Corporate Governance": Guidelines on Corporate Governance Code of Business Conduct and Ethics Code of Ethics for CEO and Senior Financial Officers Audit Committee Charter Compensation Committee Charter Executive Committee Charter Nominating and Corporate Governance Committee Charter You may also request copies of any of these documents by writing to: Attention: Corporate Secretary The Macerich Company 401 Wilshire Blvd., Suite 700 Santa Monica, CA 90401
The following documents relating to Corporate Governance are available on the Company's website at www.macerich.com under "Investors—Corporate Governance": 16 Guidelines on Corporate Governance Code of Business Conduct and Ethics Code of Ethics for CEO and Senior Financial Officers Audit Committee Charter Compensation Committee Charter Executive Committee Charter Nominating and Corporate Governance Committee Charter You may also request copies of any of these documents by writing to: Attention: Corporate Secretary The Macerich Company 401 Wilshire Blvd., Suite 700 Santa Monica, CA 90401
The Company’s policies set forth its commitment to provide equal employment opportunity and to recruit, hire and promote at all levels without regard to race, national origin, religion, age, color, sex, sexual 14 orientation, gender identity, disability, protected veteran status or any other characteristic protected by local, state or federal laws.
The Company’s policies set forth its commitment to provide equal employment opportunity and to recruit, hire and promote at all levels without regard to race, national origin, religion, age, color, sex, sexual orientation, gender identity, disability, protected veteran status or any other characteristic protected by local, state or federal laws.
Management’s Discussion and Analysis of Financial Condition and Results of Operations—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. The Shopping Center Industry General: There are several types of retail shopping centers, which are differentiated primarily based on size and marketing strategy.
Management’s Discussion and Analysis of Financial Condition and Results of Operations—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. 6 The Shopping Center Industry General: There are several types of retail shopping centers, which are differentiated primarily based on size and marketing strategy.
Regional shopping centers generally contain in excess of 400,000 square feet of GLA and are typically anchored by two or more department or large retail stores ("Anchors") and are referred to as "Regional Town Centers" or "Malls." Regional Town Centers also typically contain numerous diversified retail stores ("Mall Stores"), most of which are national or regional retailers typically located along corridors connecting the Anchors.
Regional shopping centers generally contain in excess of 400,000 square feet of GLA and are typically anchored by two or more department or large retail stores ("Anchors") and are referred to as "Regional Retail Centers" or "Malls." Regional Retail Centers also typically contain numerous diversified retail stores ("Mall Stores"), most of which are national or regional retailers typically located along corridors connecting the Anchors.
Management’s Discussion and Analysis of Financial Condition and Results of Operations” together with the Company’s Consolidated Financial Statements, including the related notes included therein, for a discussion of material information relevant to an assessment of the Company’s financial condition and results of operations, including, to the extent material, the effects that compliance with governmental regulations may have upon its capital expenditures and earnings.
Management’s Discussion and Analysis of Financial Condition and Results of Operations” together with the Company’s Consolidated Financial Statements, including the 14 related notes included therein, for a discussion of material information relevant to an assessment of the Company’s financial condition and results of operations, including, to the extent material, the effects that compliance with governmental regulations may have upon its capital expenditures and earnings.
The Company principally focuses on well-located, quality Regional Town Centers that can be dominant in their trade area and have strong revenue enhancement potential. In addition, the Company pursues other opportunistic acquisitions of property that include retail and will complement the Company's portfolio.
Acquisitions. The Company principally focuses on well-located, quality Regional Retail Centers that can be dominant in their trade area and have strong revenue enhancement potential. In addition, the Company pursues other opportunistic acquisitions of property that include retail and will complement the Company's portfolio.
Employee Training and Professional Development: The Company values the professional development of its employees and seeks to foster their talent and growth by providing training and education at all levels. In addition to training programs geared towards specific job functions, the Company offers training related to company policies, diversity, skill development, privacy and cybersecurity.
Employee Training and Professional Development: The Company values the professional development of its employees and seeks to foster their talent and growth by providing training and education at all levels. In addition to training programs geared towards specific job functions, the Company offers training related to company policies, skill development, privacy and cybersecurity.
The Company, with oversight from senior management and its Board of Directors, puts great effort into cultivating an inclusive company culture that attracts top talent and creates an environment that fosters collaboration, innovation and diversity, while providing professional development opportunities and training.
The Company, with oversight from senior management and its Board of Directors, puts great effort into cultivating an inclusive company culture that attracts top talent and creates an environment that fosters collaboration and innovation, while providing professional development opportunities and training.
As an equal opportunity employer, it is committed to diversity, recognition and inclusion and rewards its employees based on merit and their contributions in accordance with the principles and requirements of the Equal Employment Opportunities Commission and the principles and requirements of the ADA.
As an equal opportunity employer, it is committed to recognition and inclusion and rewards its employees based on merit and their contributions in accordance with the principles and requirements of the Equal Employment Opportunities Commission and the principles and requirements of the ADA.
The following table summarizes occupancy costs for Mall Store and Freestanding Store tenants in the Centers as a percentage of total Mall Store sales for the twelve months ended December 31, 2023 and December 31, 2022: For the Twelve Months Ended December 31, 2023 2022 Consolidated Centers: Minimum rents 7.9 % 7.4 % Percentage rents 0.8 % 1.1 % Expense recoveries(1) 3.4 % 3.1 % 12.1 % 11.6 % Unconsolidated Joint Venture Centers: Minimum rents 7.1 % 6.5 % Percentage rents 1.1 % 1.0 % Expense recoveries(1) 2.9 % 2.8 % 11.1 % 10.3 % (1) Represents real estate tax and common area maintenance charges. 9 The following tables set forth the average base rent per square foot for the Centers, as of December 31 for each of the past three years: Mall Stores and Freestanding Stores under 10,000 square feet: For the Years Ended December 31, Avg.
The following table summarizes occupancy costs for Mall Store and Freestanding Store tenants in the Centers as a percentage of total sales for the years ended December 31, 2024, 2023 and 2022: For the Years Ended December 31, 2024 2023 2022 Consolidated Centers: Minimum rents 8.1 % 7.9 % 7.4 % Percentage rents 0.6 % 0.8 % 1.1 % Expense recoveries(1) 3.1 % 3.4 % 3.1 % 11.8 % 12.1 % 11.6 % Unconsolidated Joint Venture Centers: Minimum rents 7.6 % 7.1 % 6.5 % Percentage rents 1.0 % 1.1 % 1.0 % Expense recoveries(1) 3.2 % 2.9 % 2.8 % 11.8 % 11.1 % 10.3 % (1) Represents real estate tax and common area maintenance charges. 10 The following tables set forth the average base rent per square foot for the Centers, as of December 31 for each of the past three years: Mall Stores and Freestanding Stores under 10,000 square feet: For the Years Ended December 31, Avg.
On January 10, 2024, the Company's joint venture in Boulevard Shops replaced the existing $23.0 million mortgage loan on the property with a new $24.0 million loan that bears interest at a variable rate of SOFR plus 2.50%, is interest only during the entire loan term and matures on December 5, 2028.
Financing Activities: On January 10, 2024, the Company's joint venture in Boulevard Shops replaced the existing $23.0 million mortgage loan on the property with a new $24.0 million loan that bears interest at a variable rate of SOFR plus 2.50%, is interest only during the entire loan term and matures on December 5, 2028.
Major Tenants: For the year ended December 31, 2023, the Centers derived approximately 73% of their total rents from Mall Stores and Freestanding Stores under 10,000 square feet and 27% of their total rents from Big Box and Anchor tenants. Total rents as set forth in "Item 1. Business" include minimum rents and percentage rents.
Major Tenants: For the year ended December 31, 2024, the Centers derived approximately 73% of their total rents from Mall Stores and Freestanding Stores under 10,000 square feet and 27% of their total rents from Big Box and Anchor tenants. Total rents as set forth in "Item 1. Business" include minimum rents and percentage rents.
This stability is due both to the diversity of tenants and to the typical dominance of Regional Town Centers in their trade areas. Regional Town Centers have different strategies with regard to price, merchandise offered and tenant mix, and are generally tailored to meet the needs of their trade areas.
This stability is due both to the diversity of tenants and to the typical dominance of Regional Retail Centers in their trade areas. Regional Retail Centers have different strategies with regard to price, merchandise offered and tenant mix, and are generally tailored to meet the needs of their trade areas.
While the Company or the relevant joint venture also carry standalone terrorism insurance on the Centers, the policies are subject to a $25,000 deductible and a combined annual aggregate loss limit of $1.2 billion.
While the Company or the relevant joint venture also carry standalone terrorism insurance on the Centers, the policies are subject to a $25,000 deductible and a combined annual aggregate loss limit of $1.325 billion.
Regional Town Centers: A Regional Town Center draws from its trade area by offering a variety of fashion merchandise, hard goods and services and entertainment, often in an enclosed, climate controlled environment with convenient parking.
Regional Retail Centers: A Regional Retail Center draws from its trade area by offering a variety of fashion merchandise, hard goods and services and entertainment, often in an enclosed, climate controlled environment with convenient parking.
Anchors: Anchors have traditionally been a major factor in the public's identification with Regional Town Centers. Anchors are generally department stores whose merchandise appeals to a broad range of shoppers.
Anchors: Anchors have traditionally been a major factor in the public's identification with Regional Retail Centers. Anchors are generally department stores whose merchandise appeals to a broad range of shoppers.
For the twelve months ended December 31, 2023, the Company and certain joint venture partners sold various land parcels in separate transactions, resulting in the Company’s share of the gain on sale of land of $10.8 million.
For the twelve months ended December 31, 2024, the Company and certain joint venture partners sold various land parcels in separate transactions, resulting in the Company's share of the gain on sale of land of $2.8 million.
These 47 regional town centers, community/power shopping centers and one redevelopment property consist of approximately 46 million square feet of gross leasable area (“GLA”) and are referred to 3 herein as the “Centers”. The Centers consist of consolidated Centers (“Consolidated Centers”) and unconsolidated joint venture Centers (“Unconsolidated Joint Venture Centers”), as set forth in “Item 2.
These 43 regional retail centers, community/power shopping centers and one redevelopment property consist of approximately 43 million square feet of gross leasable area (“GLA”) and are referred to herein as the “Centers”. The Centers consist of consolidated Centers (“Consolidated Centers”) and unconsolidated joint venture Centers (“Unconsolidated Joint Venture Centers”), as set forth in “Item 2.
In connection with the commencement of an "at the market" offering program on March 26, 2021, which is referred to as the "March 2021 ATM Program," the Company entered into an equity distribution agreement with certain sales agents pursuant to which the Company may issue and sell shares of its common stock having an aggregate offering price of up to $500 million.
In connection with the commencement of an “at the market” offering program on March 26, 2021, which is referred to as the “2021 ATM Program,” the Company entered into an equity distribution agreement with certain sales agents pursuant to which the Company may issue and sell shares of its common stock having an aggregate offering price of up to $500.0 million.
On February 2, 2024, the Company announced a first quarter cash dividend of $0.17 per share of its common stock, which will be paid on March 4, 2024 to stockholders of record on February 16, 2024. The dividend amount will be reviewed by the Board on a quarterly basis.
On February 14, 2025, the Company announced a first quarter cash dividend of $0.17 per share of its common stock, which will be paid on March 18, 2025 to stockholders of record on March 4, 2025. The dividend amount will be reviewed by the Board on a quarterly basis.
Ft. on Leases Expiring During the Year(2)(4) Number of Leases Expiring During the Year Consolidated Centers (at the Company's pro rata share): 2023 $ 16.65 $ 21.85 34 $ 29.67 15 2022 $ 15.95 $ 22.68 18 $ 32.15 14 2021 $ 17.26 $ 12.64 15 $ 8.57 15 Unconsolidated Joint Venture Centers (at the Company's pro rata share): 2023 $ 16.40 $ 30.90 25 $ 13.60 21 2022 $ 16.23 $ 27.77 11 $ 15.81 12 2021 $ 16.72 $ 36.90 11 $ 37.45 15 _____________________ (1) Average base rent per square foot is based on spaces occupied as of December 31 for each of the Centers and gives effect to the terms of each lease in effect, as of such date, including any concessions, abatements and other adjustments or allowances that have been granted to the tenants.
Ft. on Leases Expiring During the Year(2)(4) Number of Leases Expiring During the Year Consolidated Centers (at the Company's pro rata share): 2024 $ 14.85 $ 13.59 18 $ 21.14 23 2023 $ 16.65 $ 21.85 34 $ 29.67 15 2022 $ 15.95 $ 22.68 18 $ 32.15 14 Unconsolidated Joint Venture Centers (at the Company's pro rata share): 2024 $ 24.83 $ 87.30 12 $ 41.53 13 2023 $ 16.40 $ 30.90 25 $ 13.60 21 2022 $ 16.23 $ 27.77 11 $ 15.81 12 _____________________ (1) Average base rent per square foot is based on spaces occupied as of December 31 for each of the Centers and gives effect to the terms of each lease in effect, as of such date, including any concessions, abatements and other adjustments or allowances that have been granted to the tenants.
The Company offers full-time employees a strong benefits package, including: • Company-matched retirement savings through tax-advantaged 401(k) plans; • basic life and long-term disability insurance, as well as medical, dental and vision insurance; • critical illness coverage and supplemental accident insurance; • paid vacation, sick time and company observed holidays; • healthcare and dependent care flexible spending accounts; • referral bonus awards; • financial, legal, family or personal assistance through the employee assistance program; • an employee stock purchase program; • a tax-advantaged 529 educational savings program; • scholarship program to help fund post high-school education for dependents of employees; • Company-sponsored donor advised fund to support philanthropic efforts of employees, which provides a Company matching program and paid time off program for philanthropic volunteerism; • paid time off for volunteer efforts; and • paid time off for employees to bond with a new child.
The Company offers full-time employees a strong benefits package, including: • Company-matched retirement savings through tax-advantaged 401(k) plans; • an employee stock purchase program; • a tax-advantaged 529 educational savings program; • Company-matched donor advised fund to support philanthropic efforts of employees; • paid vacation, sick time and company observed holidays; • paid time off for employees to bond with a new child; 15 • paid time off for volunteer efforts; • comprehensive benefits, including medical, dental and vision insurance; basic life and long-term disability insurance; and critical illness coverage and supplemental accident insurance; • healthcare and dependent care flexible spending accounts; • new employee referral bonus awards; and • financial, legal, family or personal assistance through the employee assistance program.
These 47 Centers average approximately 980,000 square feet of GLA and range in size from 3.2 million square feet of GLA at Tysons Corner Center to 205,000 square feet of GLA at Boulevard Shops.
These 43 Centers average approximately 990,000 square feet of GLA and range in size from 3.3 million square feet of GLA at Tysons Corner Center to 205,000 square feet of GLA at Boulevard Shops.
Anchors accounted for approximately 6.5% of the Company's total rents for the year ended December 31, 2023. 12 The following table identifies each Anchor, each parent company that owns multiple Anchors and the number of square feet owned or leased by each such Anchor or parent company in the Company's portfolio at December 31, 2023.
Anchors accounted for approximately 7.2% of the Company's total rents for the year ended December 31, 2024. 13 The following table identifies each Anchor, each parent company that owns multiple Anchors and the number of square feet owned or leased by each such Anchor or parent company in the Company's portfolio at December 31, 2024.
The Centers: As of December 31, 2023, the Centers primarily included 43 Regional Town Centers (including office, hotel and residential space adjacent to these shopping centers), three Community/Power Shopping Centers and one redevelopment property totaling approximately 46 million square feet of GLA.
The Centers: As of December 31, 2024, the Centers primarily included 40 Regional Retail Centers (including office, hotel and residential space adjacent to these shopping centers), two Community/Power Shopping Centers and one redevelopment property totaling approximately 43 million square feet of GLA.
Ft. on Leases Expiring During the Year(2)(4) Consolidated Centers (at the Company's pro rata share): 2023 $ 61.66 $ 58.97 $ 50.14 2022 $ 60.72 $ 56.63 $ 56.44 2021 $ 59.86 $ 56.39 $ 55.91 Unconsolidated Joint Venture Centers (at the Company's pro rata share): 2023 $ 70.42 $ 64.42 $ 55.74 2022 $ 67.37 $ 69.88 $ 62.72 2021 $ 66.12 $ 66.98 $ 60.48 Big Box and Anchors: For the Years Ended December 31, Avg.
Ft. on Leases Expiring During the Year(2)(4) Consolidated Centers (at the Company's pro rata share): 2024 $ 65.62 $ 61.16 $ 61.45 2023 $ 61.66 $ 58.97 $ 50.14 2022 $ 60.72 $ 56.63 $ 56.44 Unconsolidated Joint Venture Centers (at the Company's pro rata share): 2024 $ 76.11 $ 86.78 $ 64.79 2023 $ 70.42 $ 64.42 $ 55.74 2022 $ 67.37 $ 69.88 $ 62.72 Big Box and Anchors: For the Years Ended December 31, Avg.
As of December 31, 2023, the Operating Partnership owned or had an ownership interest in 43 regional town centers (including office, hotel and residential space adjacent to these shopping centers), three community/power shopping centers and one redevelopment property.
As of December 31, 2024, the Operating Partnership owned or had an ownership interest in 40 3 regional retail centers (including office, hotel and residential space adjacent to these shopping centers), two community/power shopping centers and one redevelopment property.
The new loan has a required interest rate cap throughout the term of the loan at a strike rate of 7.5%. On January 22, 2024, the Company repaid the majority of the mortgage loan on Fashion District Philadelphia. The remaining $8.2 million matures on April 21, 2024.
The new loan has a required interest rate cap throughout the term of the loan at a strike rate of 7.5%. On January 22, 2024, the Company repaid the majority of the mortgage loan on Fashion District Philadelphia. The remaining $8.2 million was scheduled to mature on April 21, 2024 and was paid in full prior to maturity.
The following retailers (including their subsidiaries) represent the 10 largest tenants in the Centers based upon total rents in place as of December 31, 2023: Tenant Primary DBAs Number of Locations in the Portfolio % of Total Rents Victoria's Secret & Co. Pink, Victoria's Secret 42 2.0 % Dick's Sporting Goods, Inc.
The following retailers (including their subsidiaries) represent the 10 largest tenants in the Centers based upon total rents in place as of December 31, 2024: Tenant Primary DBAs Number of Locations in the Portfolio % of Total Rents Victoria's Secret & Co. Pink, Victoria's Secret 40 2.1 % Foot Locker, Inc.
Information provided on the Company's website is not incorporated by reference into this Form 10-K. Available Information; Website Disclosure; Corporate Governance Documents The Company's corporate website address is www.macerich.com .
Copies of the Company's sustainability policies are also available on the Company's website at www.macerich.com under "Investors—Corporate Governance". Information provided on the Company's website is not incorporated by reference into this Form 10-K. Available Information; Website Disclosure; Corporate Governance Documents The Company's corporate website address is www.macerich.com .
On a selective basis, the Company's business strategy may include mixed-use densification to maximize space at the Company’s Regional Town Centers, including by developing available land at the Regional Town Centers or by demolishing underperforming department store boxes and redeveloping the land.
One component of the Company's growth strategy is its ability to redevelop acquired properties. On a selective basis, the Company's business strategy may include mixed-use densification to maximize space at the Company’s Regional Retail Centers, including by developing available land at the Regional Retail Centers or by demolishing underperforming department store boxes and redeveloping the land.
Each Center has environmental insurance covering eligible third-party losses, remediation and non-owned disposal sites, subject to a $100,000 retention and a $50 million three-year aggregate loss limit, with the exception of one Center, which has a $5 million ten-year aggregate loss limit and another Center, which has a $20 million ten-year aggregate loss limit.
Each Center has environmental insurance covering eligible third-party losses, remediation and non-owned disposal sites, subject to a $100,000 retention and a $50 million three-year aggregate loss limit, with the exception of one Center, which has a $5 million ten-year aggregate loss limit. Some environmental losses are not covered by this insurance because they are uninsurable or not economically insurable.
A low cost of occupancy percentage shows more potential capacity for the Company to increase rents at the time of lease renewal than a high cost of occupancy percentage.
These costs are then compared to tenant sales to present tenant occupancy costs as a percentage of tenant sales. A low cost of occupancy percentage shows more potential capacity for the Company to increase rents at the time of lease renewal than a high cost of occupancy percentage.
There are a number of other publicly traded mall companies and several large private mall companies in the United States, any of which under certain 7 circumstances could compete against the Company for an Anchor or a tenant.
There are other publicly traded mall companies and several large private mall companies in the United States, any of which under certain circumstances could compete against the Company for an Anchor or a tenant. In addition, these companies, as well as other REITs, private real estate companies or investors compete with the Company in terms of property acquisitions.
Much of the non- 8 Anchor space over 10,000 square feet is not physically connected to the mall, does not share the same common area amenities and does not benefit from the foot traffic in the mall.
Much of the non-Anchor space over 10,000 square feet is not physically connected to the mall, does not share the same common area amenities and does not benefit from the foot traffic in the mall. As a result, space greater than 10,000 square feet has a unique rent structure that is inconsistent with mall space under 10,000 square feet.
However, certain leases for Mall Stores and Freestanding Stores contain provisions that require tenants to pay their pro rata share of maintenance of the common areas, property taxes, insurance, advertising and other expenditures related to the operations of the Center.
However, certain leases for Mall Stores and Freestanding Stores contain provisions that require tenants to pay their pro rata share of maintenance of the common areas, property taxes, insurance, advertising and other expenditures related to the operations of the Center. 9 Tenant space of 10,000 square feet and under in the Company's portfolio at December 31, 2024 comprises approximately 60% of all Mall Store and Freestanding Store space.
To further these objectives, the Company has established a number of policies and programs and undertaken various initiatives, including: Diversity and Inclusion: The Company recognizes the value in strengthening its workforce with diverse thought, ideas and people and maintains employment policies that comply with federal, state and local labor laws.
Workforce: The Company recognizes the value in strengthening its workforce with diverse thought, ideas and people and maintains employment policies that comply with federal, state and local labor laws.
Employees and Human Capital As of December 31, 2023, the Company had approximately 655 employees, of which 654 were full-time and one was part-time. The Company believes that relations with its employees are good.
Employees and Human Capital As of December 31, 2024, the Company had approximately 616 employees, of which 615 were full-time and one was part-time.
The Company believes that it is geographically well positioned to cultivate and maintain ongoing relationships with potential sellers and financial institutions and to act quickly when acquisition opportunities arise. Leasing and Management. The Company believes that the shopping center business requires specialized skills across a broad array of disciplines for effective and profitable operations.
The Company believes that it is geographically well positioned to cultivate and maintain ongoing relationships with potential sellers and financial institutions and to act quickly when acquisition opportunities arise.
There is also increasing competition from other retail formats and technologies, such as lifestyle centers, power centers, outlet centers and online retail shopping that could adversely affect the Company's revenues.
The existence of competing shopping centers could have a material adverse impact on the Company's ability to lease space and on the level of rents that can be achieved. There is also increasing competition from other retail formats and technologies, such as lifestyle centers, power centers, outlet centers and online retail shopping that could adversely affect the Company's revenues.
Tenant occupancy costs include tenant expenses such as minimum rents, percentage rents and recoverable expenditures, which consist primarily of property operating expenses and real estate taxes. These costs are then compared to tenant sales to present tenant occupancy costs as a percentage of tenant sales.
Cost of Occupancy: A major factor contributing to tenant profitability is cost of occupancy, which consists of tenant occupancy costs charged by the Company. Tenant occupancy costs include tenant expenses such as minimum rents, percentage rents and recoverable expenditures, which consist primarily of property operating expenses and real estate taxes.
Of these three stores, one is leased to Kohl's, and two have been leased for non-Anchor usage. 13 Governmental Regulations Compliance with various governmental regulations has an impact on the Company’s business, including its capital expenditures, earnings and competitive position, which can be material.
Governmental Regulations Compliance with various governmental regulations has an impact on the Company’s business, including its capital expenditures, earnings and competitive position, which can be material.
Other Transactions and Events: The Company declared a cash dividend of $0.17 per share of its common stock for each quarter in the year ended December 31, 2023.
The Company has incurred $9.1 million of the total $17.9 million incurred by the joint venture as of December 31, 2024. The anticipated opening will be in phases beginning in 2027. Other Transactions and Events: The Company declared a cash dividend of $0.17 per share of its common stock for each quarter in the year ended December 31, 2024.
Seasonality The shopping center industry is seasonal in nature, particularly in the fourth quarter during the holiday season when retailer occupancy and retail sales are typically at their highest levels. In addition, shopping malls achieve a substantial portion of their specialty (temporary retailer) rents during the holiday season and the majority of percentage rent is recognized in the fourth quarter.
In addition, shopping malls achieve a substantial portion of their specialty (temporary retailer) rents during the holiday season and the majority of percentage rent is recognized in the fourth quarter. As a result of the above, earnings are generally higher in the fourth quarter.
Competition: Numerous owners, developers and managers of malls, shopping centers and other retail-oriented real estate compete with the Company for the acquisition of properties and in attracting tenants or Anchors to occupy space.
As of December 31, 2024, the Centers primarily included 146 Anchors totaling approximately 20.0 million square feet of GLA and approximately 5,000 Mall Stores and Freestanding Stores totaling approximately 21.1 million square feet of GLA. 8 Competition: Numerous owners, developers and managers of malls, shopping centers and other retail-oriented real estate compete with the Company for the acquisition of properties and in attracting tenants or Anchors to occupy space.
Some environmental losses are not covered by this insurance because they are uninsurable or not economically insurable. Furthermore, the Company carries title insurance on substantially all of the Centers for generally less than their full value.
Furthermore, the Company carries title insurance on substantially all of the Centers for generally less than their full value.
The Company’s joint venture in Scottsdale Fashion Square, an approximately 1,871,000 square foot regional town center in Scottsdale, Arizona, is redeveloping a two-level Nordstrom wing with luxury-focused retail and restaurant uses.
The Company’s joint venture in Scottsdale Fashion Square, a 1,875,000 square foot regional retail center in Scottsdale, Arizona, is redeveloping a two-level Nordstrom wing with luxury-focused retail and restaurant uses. The total cost of the project is estimated to be between $84.0 million and $90.0 million, with $42.0 million to $45.0 million estimated to be the Company’s pro rata share.
As of December 31, 2023, approximately 58% of the Company’s employees identified as female. Of the total employee population, approximately 30% identified as belonging to an underrepresented group and approximately Employee Compensation and Benefits: The Company maintains cash- and equity-based compensation programs designed to attract, retain and motivate its employees.
As of December 31, 2024, approximately 58% of the Company’s employees identified as female. Of the total employee population, approximately 30% identified as belonging to an underrepresented group.
Redevelopment and Development Activities: The Company has a 50/50 joint venture with Simon Property Group, which was initially formed to develop Los Angeles Premium Outlets, a premium outlet center in Carson, California. The Company has funded $39.5 million of the total $78.9 million incurred by the joint venture as of December 31, 2023.
The interest rate on the first mortgage is SOFR plus 2.90% during the extension period. 5 Redevelopment and Development Activities: The Company has a 50/50 joint venture with Simon Property Group, which was initially formed to develop Los Angeles Premium Outlets, a premium outlet center in Carson, California.
Competition for property acquisitions may result in increased purchase prices and may adversely affect the Company's ability to make suitable property acquisitions on favorable terms. The existence of competing shopping centers could have a material adverse impact on the Company's ability to lease space and on the level of rents that can be achieved.
This results in competition both for the acquisition of properties or centers and for tenants or Anchors to occupy space. Competition for property acquisitions may result in increased purchase prices and may adversely affect the Company's ability to make suitable property acquisitions on favorable terms.
Champs Sports, Foot Locker, House of Hoops by Foot Locker, Kids Foot Locker, and others 59 1.9 % Signet Jewelers Limited Banter by Piercing Pagoda, Blue Nile, Jared, Kay Jewelers, Zales 94 1.8 % LVMH, Inc. Louis Vuitton, Sephora, and others 34 1.6 % H & M Hennes & Mauritz L.P.
Champs Sports, Foot Locker, House of Hoops by Foot Locker, Kids Foot Locker, and others 56 2.0 % Dick's Sporting Goods, Inc. Dick's Sporting Goods, Moosejaw 16 2.0 % Signet Jewelers Limited Banter by Piercing Pagoda, Blue Nile, Jared, Kay Jewelers, Zales 89 1.9 % The Gap, Inc.
The Company has implemented a long list of operational protocols at each of its Centers and its offices that are designed to ensure the safety of its employees, tenants, service providers and shoppers.
The Company has implemented operational protocols at each of its Centers and its offices that are designed to ensure the safety of its employees, tenants, service providers and shoppers. Seasonality The shopping center industry is seasonal in nature, particularly in the fourth quarter during the holiday season when retailer occupancy and retail sales are typically at their highest levels.
On March 3, 2023, the Company’s joint venture in Scottsdale Fashion Square replaced the existing $403.9 million mortgage loan on the property with a new $700.0 million loan that bears interest at a fixed rate of 6.21%, is interest only during the entire loan term and matures on March 6, 2028.
On June 27, 2024, the Company's joint venture in Chandler Fashion Center replaced the existing $256.0 million loan on the property with a new $275.0 million loan that bears interest at 7.06%, is interest only during the entire loan term and matures on July 1, 2029. The Company received a distribution of $17.7 million in connection with the refinancing.
On July 17, 2023, the Company sold Superstition Springs Power Center, a 204,000 square foot power center in Mesa, Arizona, for $5.6 million, which resulted in a gain on sale of assets of $1.9 million. The Company used the net proceeds to pay down debt.
The Company used the net proceeds to pay down debt (See Note 16—Dispositions in the Notes to the Consolidated Financial Statements). On December 10, 2024, the Company sold The Oaks, a 1,206,000 square foot regional retail center in Thousand Oaks, California, for $157.0 million, which resulted in a loss on sale of assets of $6.9 million.
Macy's 34 4,404,000 1,931,000 6,335,000 Bloomingdale's 1 — 253,000 253,000 35 4,404,000 2,184,000 6,588,000 JCPenney 24 1,641,000 2,043,000 3,684,000 Dillard's(1) 12 1,912,000 257,000 2,169,000 Nordstrom 8 266,000 1,079,000 1,345,000 Dick's Sporting Goods 16 — 1,048,000 1,048,000 Target(2) 6 304,000 489,000 793,000 Forever 21 5 — 464,000 464,000 Home Depot 3 102,000 274,000 376,000 Primark(3) 6 — 351,000 351,000 Costco 2 155,000 167,000 322,000 Scheels All Sports 1 253,000 — 253,000 Burlington 3 100,000 140,000 240,000 BJ's Wholesale Club 2 116,000 123,000 239,000 Von Maur 2 187,000 — 187,000 Walmart 1 — 173,000 173,000 La Curacao 1 — 165,000 165,000 Boscov's 1 — 161,000 161,000 Shoppers World 2 — 134,000 134,000 Lowe's 1 — 114,000 114,000 Neiman Marcus 1 — 100,000 100,000 Saks Fifth Avenue 1 — 92,000 92,000 Belk 1 — 87,000 87,000 Kohl's 1 — 80,000 80,000 Mercado de los Cielos 1 — 78,000 78,000 Des Moines Area Community College 1 64,000 — 64,000 Vacant Anchors(4) 18 148,000 1,614,000 1,762,000 155 9,652,000 11,417,000 21,069,000 Anchors at Centers not owned by the Company(5): Kohl's 1 — 82,000 82,000 Total 156 9,652,000 11,499,000 21,151,000 _______________________________ (1) Dillard's owns and is currently redeveloping the former Sears parcel at South Plains Mall.
Macy's 31 4,132,000 1,718,000 5,850,000 Bloomingdale's 1 — 253,000 253,000 32 4,132,000 1,971,000 6,103,000 JCPenney 23 1,345,000 2,191,000 3,536,000 Dillard's 11 2,133,000 — 2,133,000 Nordstrom 7 266,000 941,000 1,207,000 Dick's Sporting Goods 15 — 1,003,000 1,003,000 Target 5 304,000 377,000 681,000 Forever 21 5 — 464,000 464,000 Home Depot 3 102,000 274,000 376,000 Primark 6 — 351,000 351,000 Costco 2 155,000 167,000 322,000 Scheels All Sports 1 253,000 — 253,000 Burlington 3 100,000 140,000 240,000 BJ's Wholesale Club 2 116,000 123,000 239,000 Von Maur 2 187,000 — 187,000 Walmart 1 — 173,000 173,000 La Curacao 1 — 165,000 165,000 Kohl's 1 — 81,000 81,000 Manor House 1 163,000 163,000 Boscov's 1 — 161,000 161,000 Lowe's 1 — 114,000 114,000 Neiman Marcus 1 — 100,000 100,000 Belk 1 — 87,000 87,000 Mercado de los Cielos 1 — 78,000 78,000 Vacant Anchors(1) 19 — 1,729,000 1,729,000 Total 145 9,093,000 10,853,000 19,946,000 Anchors at Centers not owned by the Company(2): Kohl's 1 — 82,000 82,000 Total 146 9,093,000 10,935,000 20,028,000 _______________________________ (1) The Company is actively seeking replacement tenants or has entered into replacement leases for many of these vacant sites and/or is currently executing on or considering redevelopment opportunities for these locations.
The Company generally utilizes regionally located leasing managers to better understand the market and the community in which a Center is located. The Company continually assesses and fine tunes each Center's tenant mix, identifies and replaces underperforming tenants and seeks to optimize existing tenant sizes and configurations.
The Company continually assesses and fine tunes each Center's tenant mix, identifies and replaces underperforming tenants and seeks to optimize existing tenant sizes and configurations. On a selective basis, the Company provides property management and leasing services for third parties. The Company currently manages two community centers for third-party owners on a fee basis. Redevelopment.
On December 4, 2023, the Company's joint venture in Tysons Corner Center replaced the existing $666.5 million mortgage loan on the property with a new $710.0 million loan that bears interest at a fixed rate of 6.60%, is interest only during the entire loan term and matures on December 6, 2028.
On October 28, 2024, the Company closed a $525.0 million, five-year refinance of the loan on Queens Center, which matures on November 6, 2029. The new loan replaced the existing $600.0 million loan, bears interest at a fixed rate of 5.37% and is interest only during the entire loan term.
Prior to November 16, 2023, the Company accounted for its investment in Freehold Raceway Mall as part of a financing arrangement (See Note 12 – Financing Arrangement and Note 15 – Acquisitions in the Notes to the Consolidated Financial Statements).
Effective June 13, 2024, the Company accounts for its investment in Chandler Fashion Center under the equity method of accounting (See Note 12—Financing Arrangement and Note 16—Dispositions in the Notes to the Consolidated Financial Statements).
As of December 31, 2023, the Company had approximately $151.7 million of gross sales of its common stock available under the March 2021 ATM Program. See “Item 7.
During the twelve months ended December 31, 2024, the Company sold 3.7 million shares of common stock for approximately $69.1 million of net proceeds through the 2024 ATM Program at a weighted average price of $18.68. As of December 31, 2024, the Company had approximately $429.3 million of gross sales of its common stock available under the 2024 ATM Program.
The Company’s human capital objectives include, as applicable, identifying, recruiting, retaining, developing, incentivizing and integrating the Company’s existing and prospective employees.
The Company’s human capital objectives include, as applicable, identifying, recruiting, retaining, developing, incentivizing and integrating the Company’s existing and prospective employees. To further these objectives, the Company has established a number of policies and programs and undertaken various initiatives, including: Employee Compensation and Benefits: The Company maintains cash- and equity-based compensation programs designed to attract, retain and motivate its employees.
The total cost of the project is estimated to be between $35.0 million and $40.0 million. The Company has incurred approximately $5.2 million as of December 31, 2023. The anticipated opening will happen in phases beginning in 2024 through 2025.
The Company has incurred approximately $19.7 million as of December 31, 2024. The anticipated opening is in 2026.
The total cost of the project is estimated to be between $80.0 million and $86.0 million, with $40.0 million and $43.0 million estimated to be the Company’s pro rata share. The Company has incurred $21.0 million of the total $42.0 million incurred by the joint venture as of December 31, 2023. The anticipated opening is in 2024.
The Company's ownership percentage is expected to be 43.4% in the residential portion of the development and 51.0% in the remainder of the property. The total cost of the project is estimated to be between $240.0 million and $260.0 million, with $120.0 million to $130.0 million estimated to be the Company’s pro rata share.
Mall Stores typically account for the majority of the revenues of a Regional Town Center. 6 Business of the Company Strategy: The Company has a long-term four-pronged business strategy that focuses on the acquisition, leasing and management, redevelopment and development of Regional Town Centers. Acquisitions.
Asset sales will focus on whether a property is core to the Company’s strategy and may include defaulting on certain mortgage debts on the Company’s properties and giving possession of such secured properties to the lender. 7 Further, the Company has a long-term four-pronged business strategy that focuses on the acquisition, leasing and management, redevelopment and development of Regional Retail Centers.
In furtherance of the value it places on talent development, in 2023 the Company implemented a unified platform available to all employees that supports training and education related to compliance, inclusion and professional development. As of December 31, 2023, the average tenure of the Company’s employees was approximately 10.8 years and that of the Company’s senior management was 20.6 years.
As of December 31, 2024, the average tenure of the Company's employees was approximately 10.6 years and that of the Company's senior management was 16.6 years. In 2024, the Company's workforce turnover rate was 13.7%, which includes all employees.
As a result of the above, earnings are generally higher in the fourth quarter. 15 Sustainability A recognized leader in sustainability, the Company has achieved the #1 GRESB ranking in the North American Retail Sector for nine straight years 2015 – 2023.
Sustainability A recognized leader in sustainability, the Company has achieved the #1 GRESB ranking in the North American Retail Sector for ten consecutive years. A copy of the Company's Corporate Responsibility Report can be obtained from the Company's website at www.macerich.com under "Investors—Corporate Responsibility".
Exhibits and Financial Statement Schedules." Recent Developments Acquisitions: On May 18, 2023, the Company acquired Seritage Growth Properties' ("Seritage") remaining 50% ownership interest in the MS Portfolio LLC joint venture that owns five former Sears parcels, for a total purchase price of approximately $46.7 million.
Exhibits and Financial Statement Schedules." Recent Developments Acquisitions: On May 14, 2024, the Company acquired its joint venture partner's 40% interest in each of Arrowhead Towne Center and South Plains Mall for a purchase price of $36.4 million and the assumption of its joint venture partner's share of debt for each property.
Dispositions: On May 2, 2023, the Company sold The Marketplace at Flagstaff, a 268,000 square foot power center in Flagstaff, Arizona, for $23.5 million, which resulted in a gain on sale of assets of $10.3 million. The Company used the net proceeds to pay down debt.
On July 31, 2024, the Company sold its 50% interest in Biltmore Fashion Park, a 611,000 square foot regional retail center in Phoenix, Arizona, for $110.0 million. The Company used the net proceeds to pay down debt.
(5) The Company owns an office building and three stores located at shopping centers not owned by the Company.
The Company continues to collect rent under the terms of an agreement regarding two of these vacant Anchors. (2) The Company owns an office building and two stores located at shopping centers not owned by the Company. Of these two stores, one is leased to Kohl's, and one has been leased for non-Anchor usage.
Abercrombie & Fitch, Abercrombie Kids, Hollister Co. 43 1.2 % Mall Stores and Freestanding Stores: Mall Store and Freestanding Store leases generally provide for tenants to pay rent comprised of a base (or "minimum") rent and a percentage rent based on sales. In some cases, tenants pay only minimum rent, and in other cases, tenants pay only percentage rent.
Aerie, American Eagle Outfitters 35 1.5 % JD Sports Fashion Plc Finish Line, JD Sports, Shoe Palace 38 1.5 % SPARC Group LLC Aeropostale, Brooks Brothers, Eddie Bauer, Forever 21, Lucky Brand, and others 56 1.4 % Mall Stores and Freestanding Stores: Mall Store and Freestanding Store leases generally provide for tenants to pay rent comprised of a base (or "minimum") rent and a percentage rent based on sales.
Removed
These parcels are located at Chandler Fashion Center, Danbury Fair Mall, Freehold Raceway Mall, Los Cerritos Center and Washington Square. Effective as of May 18, 2023, the Company now owns and has consolidated its 100% interest in these five former Sears parcels in its consolidated financial statements.
Added
The Company now owns and has consolidated its 100% interests in Arrowhead Towne Center and South Plains Mall (See Note 15—Acquisitions in the Notes to the Consolidated Financial Statements). On May 17, 2024, the Company acquired the former Sears parcel located at Inland Center for $5.4 million (See Note 15—Acquisitions in the Notes to the Consolidated Financial Statements).
Removed
On November 16, 2023, the Company acquired its joint venture partner’s 49.9% ownership interest in Freehold Raceway Mall for $5.6 million and the assumption of its joint venture partner’s share of debt. The Company now owns 100% of Freehold Raceway Mall.
Added
On October 24, 2024, the Company acquired its joint venture partner's 40% interest in the Pacific Premier Retail Trust portfolio, which includes Los Cerritos Center, Washington Square and Lakewood Center, for a net purchase price of approximately $122.1 million, which includes the assumption of the partner's share of property level indebtedness.
Removed
On December 9, 2023, the Company acquired its joint venture partner’s 50% interest in Fashion District Philadelphia for no consideration, and the Company now owns 100% of this property.
Added
The Company now owns and has consolidated its 100% interests in these properties in its consolidated financial statements (See Note 15—Acquisitions in the Notes to the Consolidated Financial Statements).
Removed
Prior to December 9, 2023, due to the Company’s joint venture partner having no substantive participation rights, the Company accounted for this joint venture as a consolidated variable interest entity (“VIE”) in its consolidated financial statements (See Note 2 – Summary of Significant Accounting Policies and Note 15 – Acquisitions in the Notes to the Consolidated Financial Statements).
Added
Dispositions: On June 13, 2024, the partnership agreement between the Company and its joint venture partner was amended and as a result, the Company no longer accounts for its investment in Chandler Fashion Center as a financing arrangement.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

55 edited+10 added−4 removed140 unchanged
Biggest changeIn addition, the presence of hazardous or toxic substances, or the failure to remedy environmental hazards properly, may adversely affect the owner’s or operator’s ability to sell or rent affected real property or to borrow money using affected real property as collateral.
Biggest changeIn addition, the presence of hazardous or toxic substances, or the failure to remedy environmental hazards properly, may adversely affect the owner’s or operator’s ability to sell or rent affected real property or to borrow money using affected real property as collateral. 20 Persons or entities that arrange for the disposal or treatment of hazardous or toxic substances may also be liable for the costs of removal or remediation of hazardous or toxic substances at the disposal or treatment facility, whether or not that facility is owned or operated by the person or entity arranging for the disposal or treatment of hazardous or toxic substances.
In recent years, including as a result of the general conditions caused by economic uncertainty in the U.S., a number of companies in the retail industry, including some of our tenants, have declared bankruptcy, have gone out of business, have significantly reduced their brick-and-mortar presence or failed to comply with their contractual obligations to us and others.
In recent years, including as a result of the general conditions caused by economic uncertainty in the U.S., a number of companies in the retail industry, including some of our tenants, have declared bankruptcy, have gone out of business, have significantly reduced their brick-and-mortar presence or have failed to comply with their contractual obligations to us and others.
We previously experienced adverse impacts to our business from COVID-19 and any future pandemic, epidemic or outbreak of any highly infectious disease may 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 this “Risk Factors” section, including: • a complete or partial closure of, or other operational issues at, one or more of our Centers resulting from government or tenant action, which could adversely effect our operations and those of our tenants; • reduced economic activity impacting the businesses, financial condition and liquidity of our tenants, which could cause one or more of our tenants, including one or more of our Anchors, to be unable to meet their obligations to us in full, or at all, to otherwise seek modifications of such obligations, including, deferrals or reductions of rental payments, or to declare bankruptcy; • decreased levels of consumer spending and consumer confidence, as well as a decrease in traffic at our Centers, which could affect the ability of the Centers to generate sufficient revenues to meet operating and other expenses in the short-term and could also 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 such pandemic, epidemic or outbreak of any other highly infectious disease 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; • the 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 could potentially lead to a decline in revenue and occupancy; • 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 22 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; • 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 the default under the applicable mortgage debt agreement and potentially cause the acceleration of such indebtedness; and • disruption and instability in the global financial markets or deteriorations in credit and financing conditions could make it difficult for us to access debt and equity capital on attractive terms, or at all, and could also impact our ability to fund business activities, repay debt on a timely basis and renew, extend or replace our credit facility prior to its maturity date at all or on terms that are favorable to us.
We previously experienced adverse impacts to our business from COVID-19 and any future pandemic, epidemic or outbreak of any highly infectious disease may 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 this “Risk Factors” section, including: • a complete or partial closure of, or other operational issues at, one or more of our Centers resulting from government or tenant action, which could adversely affect our operations and those of our tenants; • reduced economic activity impacting the businesses, financial condition and liquidity of our tenants, which could cause one or more of our tenants, including one or more of our Anchors, to be unable to meet their obligations to us in full, or at all, to otherwise seek modifications of such obligations, including, deferrals or reductions of rental payments, or to declare bankruptcy; • decreased levels of consumer spending and consumer confidence, as well as a decrease in traffic at our Centers, which could affect the ability of the Centers to generate sufficient revenues to meet operating and other expenses in the short-term and could also 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 such pandemic, epidemic or outbreak of any other highly infectious disease 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; • the 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 could potentially lead to a decline in revenue and occupancy; • 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; • 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 the default under the applicable mortgage debt agreement and potentially cause the acceleration of such indebtedness; and 23 • disruption and instability in the global financial markets or deteriorations in credit and financing conditions could make it difficult for us to access debt and equity capital on attractive terms, or at all, and could also impact our ability to fund business activities, repay debt on a timely basis and renew, extend or replace our credit facility prior to its maturity date at all or on terms that are favorable to us.
Certain provisions of the Maryland General Corporation Law (the “MGCL”) may have the effect of delaying, deferring or preventing a third party from making an acquisition proposal for us and may inhibit a change in control that holders of some, or a majority, of our shares might believe to be in their best interests or that could give our stockholders the opportunity to realize a premium over the then-prevailing market prices for our shares, including: • “Business Combination” provisions that, subject to limitations, prohibit certain business combinations between us and an “interested stockholder” (defined generally as any person who beneficially owns 10% or more of the voting power of our outstanding voting stock or an affiliate or associate of ours who, at any time within the two-year period immediately prior to the date in question, was the beneficial owner of 10% or more of our then outstanding stock) or an affiliate of an interested stockholder for five years after the most recent date on which the stockholder becomes an interested stockholder, and thereafter may impose special appraisal rights and special stockholder voting requirements on these combinations; and • “Control Share” provisions that provide that holders of “control shares” of our Company (defined as shares which, when aggregated with other shares controlled by the stockholder, entitle the stockholder to exercise one of three increasing ranges of voting power in electing directors) acquired in a “control share acquisition” (defined as the 26 direct or indirect acquisition of ownership or control of “control shares”) have no voting rights except to the extent approved by our stockholders by the affirmative vote of at least two-thirds of all the votes entitled to be cast on the matter, excluding all interested shares.
Certain provisions of the Maryland General Corporation Law (the “MGCL”) may have the effect of delaying, deferring or preventing a third party from making an acquisition proposal for us and may inhibit a change in control that holders of some, or a majority, of our shares might believe to be in their best interests or that could give our stockholders the opportunity to realize a premium over the then-prevailing market prices for our shares, including: 27 • “Business Combination” provisions that, subject to limitations, prohibit certain business combinations between us and an “interested stockholder” (defined generally as any person who beneficially owns 10% or more of the voting power of our outstanding voting stock or an affiliate or associate of ours who, at any time within the two-year period immediately prior to the date in question, was the beneficial owner of 10% or more of our then outstanding stock) or an affiliate of an interested stockholder for five years after the most recent date on which the stockholder becomes an interested stockholder, and thereafter may impose special appraisal rights and special stockholder voting requirements on these combinations; and • “Control Share” provisions that provide that holders of “control shares” of our Company (defined as shares which, when aggregated with other shares controlled by the stockholder, entitle the stockholder to exercise one of three increasing ranges of voting power in electing directors) acquired in a “control share acquisition” (defined as the direct or indirect acquisition of ownership or control of “control shares”) have no voting rights except to the extent approved by our stockholders by the affirmative vote of at least two-thirds of all the votes entitled to be cast on the matter, excluding all interested shares.
A number of factors may decrease the income generated by the Centers, including: • the global and national economic climate, including the impact of geopolitical tensions and military conflict; • the regional and local economy (which may be negatively impacted by rising unemployment, declining real estate values, increased foreclosures, higher taxes, plant closings, industry slowdowns, union activity, adverse weather conditions, natural disasters and other factors); • local real estate conditions (such as an oversupply of, or a reduction in demand for, retail space or retail goods, decreases in rental rates, declining real estate values and the availability and creditworthiness of current and prospective tenants); • changes in consumer behaviors, preferences or demographics, which may lead to decreased levels of consumer spending, consumer confidence, and seasonal spending (especially during the holiday season when many retailers generate a disproportionate amount of their annual sales); 16 • increasing use by customers of e-commerce and online store sites and the impact of internet sales on the demand for retail space; • negative perceptions by retailers or shoppers of the safety, convenience and attractiveness of a Center; • acts of violence, including terrorist activities; and • increased costs of maintenance, insurance and operations (including real estate taxes).
A number of factors may decrease the income generated by the Centers, including: • the global and national economic climate, including the impact of geopolitical tensions and military conflict; • the regional and local economy (which may be negatively impacted by rising unemployment, declining real estate values, increased foreclosures, higher taxes, tariffs, plant closings, industry slowdowns, union activity, adverse weather conditions, natural disasters and other factors); • local real estate conditions (such as an oversupply of, or a reduction in demand for, retail space or retail goods, decreases in rental rates, declining real estate values and the availability and creditworthiness of current and prospective tenants); • changes in consumer behaviors, preferences or demographics, which may lead to decreased levels of consumer spending, consumer confidence, and seasonal spending (especially during the holiday season when many retailers generate a disproportionate amount of their annual sales); • increasing use by customers of e-commerce and online store sites and the impact of internet sales on the demand for retail space; • negative perceptions by retailers or shoppers of the safety, convenience and attractiveness of a Center; • acts of violence, including terrorist activities; and • increased costs of maintenance, insurance and operations (including real estate taxes).
These covenants may restrict our ability to pursue certain business initiatives or certain transactions that might otherwise be advantageous. In addition, failure 23 to meet certain of these financial covenants could cause an event of default, which, if not cured or waived, could accelerate some or all of such indebtedness which could have a material adverse effect on us.
These covenants may restrict our ability to pursue certain business initiatives or certain transactions that might otherwise be advantageous. In addition, failure to meet certain of these financial covenants could cause an event of default, which, if not cured or waived, could accelerate some or all of such indebtedness which could have a material adverse effect on us.
In 17 addition, after filing for bankruptcy, a tenant may terminate any or all of its leases with us, in which event we would have a general unsecured claim against such tenant that would likely be worth less than the full amount owed to us for the remainder of the lease term.
In addition, after filing for bankruptcy, a tenant may terminate any or all of its leases with us, in which event we would have a general unsecured claim against such tenant that would likely be worth less than the full amount owed to us for the remainder of the lease term.
Anchors and/or tenants at one or more Centers might also terminate their leases as a result of mergers, acquisitions, consolidations or dispositions in the retail industry. The sale of an Anchor or store to a less desirable retailer may reduce occupancy levels, customer traffic and rental income.
Anchors and/or tenants at one or more Centers might also terminate their leases as a result of mergers, acquisitions, consolidations or dispositions in the retail industry. The sale of an Anchor or store to a less desirable retailer may reduce 18 occupancy levels, customer traffic and rental income.
Our business strategy also includes the selective development and construction of retail properties. On a selective basis, our business strategy may include mixed-use densification to maximize space at our Regional Town Centers, including by developing available land at our Regional Town Centers or by demolishing underperforming department store boxes and redeveloping the land.
Our business strategy also includes the selective development and construction of retail properties. On a selective basis, our business strategy may include mixed-use densification to maximize space at our Regional Retail Centers, including by developing available land at our Regional Retail Centers or by demolishing underperforming department store boxes and redeveloping the land.
In addition, laws and regulations at the federal, state and local level aimed at increasing climate-related disclosures, including the rules proposed by the Securities and Exchange Commission and the legislation recently enacted in the state of California, may increase compliance and data collection costs if, and when, such laws and regulations become effective.
In addition, laws and regulations at the federal, state and local level aimed at increasing climate-related disclosures, including the rules proposed by the Securities and Exchange Commission and the legislation enacted in the state of California, may increase compliance and data collection costs if, and when, such laws and regulations become effective.
An inability to make cash distributions from the Operating Partnership could jeopardize our ability to maintain qualification as a REIT. 25 An ownership limit and certain of our Charter and bylaw provisions could inhibit a change of control or reduce the value of our common stock . The Ownership Limit.
An inability to make cash distributions from the Operating Partnership could jeopardize our ability to maintain qualification as a REIT. An ownership limit and certain of our Charter and bylaw provisions could inhibit a change of control or reduce the value of our common stock . The Ownership Limit.
As a result of these inflation increases, we have experienced, and may continue to experience, some or all of the following: • Increases in interest rates on our outstanding floating-rate debt as well as higher interest rates on any new and refinanced fixed-rate debt; • Difficulty in replacing or renewing expiring leases with new leases at higher rents; and • Decreasing tenant sales as a result of decreased consumer spending which could adversely affect the ability of our tenants to meet their rent obligations and/or result in lower percentage rents.
As a result of these elevated inflation levels, we have experienced, and may continue to experience, some or all of the following: • Increases in interest rates on our outstanding floating-rate debt as well as higher interest rates on any new and refinanced fixed-rate debt; • Difficulty in replacing or renewing expiring leases with new leases at higher rents; and • Decreasing tenant sales as a result of decreased consumer spending which could adversely affect the ability of our tenants to meet their rent obligations and/or result in lower percentage rents.
We have less experience in 18 developing and managing non-retail real estate than we do with retail real estate and, as a result, we may seek to contract with a third-party developer or third-party manager with more experience in non-retail uses.
We have less experience in developing and managing non-retail real estate than we do with retail real estate and, as a result, we may seek to contract with a third-party developer or third-party manager with more experience in non-retail uses.
Moreover, cyber attacks perpetrated against our Anchors and tenants, including unauthorized access to 21 customers’ credit card data and other confidential information, could diminish consumer confidence and consumer spending and negatively impact our business.
Moreover, cyber attacks perpetrated against our Anchors and tenants, including unauthorized access to customers’ credit card data and other confidential information, could diminish consumer confidence and consumer spending and negatively impact our business.
It is possible that future economic, market, legal, tax or other considerations might cause our board of directors to revoke our REIT election. 27 Even if we remain qualified as a REIT, we might face other tax liabilities that reduce our cash flow. Further, we might be subject to federal, state and local taxes on our income and property.
It is possible that future economic, market, legal, tax or other considerations might cause our board of directors to revoke our REIT election. 28 Even if we remain qualified as a REIT, we might face other tax liabilities that reduce our cash flow. Further, we might be subject to federal, state and local taxes on our income and property.
Additional changes to tax laws are likely to continue in the future, and we cannot assure you that any such changes will not adversely affect the taxation of us or our stockholders. 28 Any such changes could have an adverse effect on an investment in our stock or on the market value or the resale potential of our properties.
Additional changes to tax laws are likely to continue in the future, and we cannot assure you that any such changes will not adversely affect the taxation of us or our stockholders. 29 Any such changes could have an adverse effect on an investment in our stock or on the market value or the resale potential of our properties.
ITEM 1A. RISK FACTORS Set forth below are the risks that we believe are material to our investors and they should be carefully considered. Those risks are not all of the risks we face, and other factors not presently known to us or that we currently believe are immaterial may also affect our business if they occur.
ITEM 1A. RISK FACTORS Set forth below are the risks that we believe are material to our investors and they should be carefully considered. These risks are not all of the risks we face, and other factors not presently known to us or that we currently believe are immaterial may also affect our business if they occur.
We are subject to the risks normally associated with debt financing and increased borrowing costs, including the risk that our cash flow from operations will be insufficient to meet required debt service and that rising interest rates could adversely affect our debt service costs.
We are subject to the risks normally associated with debt financing and increased borrowing costs, including the risk that our cash flow from operations will be insufficient to meet required debt service and that elevated interest rates could adversely affect our debt service costs.
We own partial interests in property partnerships that own 20 Joint Venture Centers and one development property, as well as several development sites. We may acquire partial interests in additional properties through joint venture arrangements. Investments in Joint Venture Centers involve risks different from those of investments in Wholly Owned Centers.
We own partial interests in property partnerships that own 13 Joint Venture Centers and one development property, as well as several development sites. We may acquire partial interests in additional properties through joint venture arrangements. Investments in Joint Venture Centers involve risks different from those of investments in Wholly Owned Centers.
While we or the relevant joint venture also carry standalone terrorism insurance on the Centers, the policies are subject to a $25,000 deductible and a combined annual aggregate loss limit of $1.2 billion.
While we or the relevant joint venture also carry standalone terrorism insurance on the Centers, the policies are subject to a $25,000 deductible and a combined annual aggregate loss limit of $1.325 billion.
Some of our Centers are located in areas that are subject to natural disasters, including our Centers in California or in other areas with higher risk of earthquakes, our Centers in flood plains or in areas that may be adversely affected by tornadoes, as well as our Centers in coastal regions that may be adversely affected by increases in sea levels or in the frequency or severity of hurricanes, tropical storms or other severe weather conditions.
Some of our Centers are located in areas that are subject to natural disasters, including our Centers in California or in other areas with higher risk of earthquakes, wildfires or other catastrophic weather events, our Centers in flood plains or in areas that may be adversely affected by tornadoes, as well as our Centers in coastal regions that may be adversely affected by increases in sea levels or in the frequency or severity of hurricanes, tropical storms or other severe weather conditions.
Our property taxes may increase without notice. The real property taxes on our properties and any other properties that we develop or acquire in the future may increase as property tax rates change and as those properties are assessed or reassessed by tax authorities.
The real property taxes on our properties and any other properties that we develop or acquire in the future may increase as property tax rates change and as those properties are assessed or reassessed by tax authorities.
These factors may include, but are not limited to, actual or anticipated variations in our operating results or dividends; general market fluctuations, including potentially extreme increases or decreases in the market prices of certain of our publicly traded tenants, industry factors and general economic and geopolitical conditions and events, such as economic slowdowns or recessions, consumer confidence in the economy, ongoing military conflicts and terrorist attacks; technical factors in the public trading market for our stock that may produce price movements that may or may not comport with macro, industry or company-specific fundamentals, including, without limitation, the sentiment of retail investors (including as may be expressed on financial trading and other social media sites), the amount and status of short interest in our securities and the potential for a “short squeeze” whereby short sellers are forced to cover their open positions, access to margin debt, trading in options and other derivatives on our common stock and other technical trading factors; changes in our funds from operations or earnings estimates; changes in the ability of our shopping centers to generate sufficient revenues to meet operating and other expenses; anchor or tenant bankruptcies, closures, mergers or consolidations; local economic and real estate conditions in geographic locations where we have a high concentration of Centers; competition by public or private mall companies or others, including competition for both acquisition of Centers and for tenants to occupy space; the ability of our tenants to pay rent and meet their other obligations to us under current lease terms and our ability to lease space on favorable terms; the success of our acquisition and real estate development strategy; our ability to comply with the financial covenants in our debt agreements and the impact of restrictive covenants in our debt agreements; our access to financing; inflation and increases in interest rates; the risk of our failure to qualify or maintain our status as a REIT; our ability to comply with our joint venture agreements and other risks associated with our joint venture investments; possible uninsured losses, including losses from casualty events or natural disasters, and possible environmental liabilities; adverse impacts from any future pandemic, epidemic or outbreak of any highly infectious disease on the U.S., regional and global economies and on our financial condition and results of operations and the financial condition and results of operations of our tenants; a decision by any of our significant stockholders to sell substantial amounts of our common stock; any future issuances of equity securities; and the realization of any of the other risk factors included in this Annual Report on Form 10-K. 24 RISKS RELATED TO OUR ORGANIZATIONAL STRUCTURE Certain individuals have substantial influence over the management of both us and the Operating Partnership, which may create conflicts of interest .
These factors may include, but are not limited to, actual or anticipated variations in our operating results or dividends; our ability to meet the goals established under the Path Forward Plan; general market fluctuations, including potentially extreme increases or decreases in the market prices of certain of our publicly traded tenants, industry factors and general economic and geopolitical conditions and events, such as economic slowdowns or recessions, consumer confidence in the economy, ongoing military conflicts and terrorist attacks; technical factors in the public trading market for our stock that may produce price movements that may or may not comport with macro, industry or company-specific fundamentals, including, without limitation, the sentiment of retail investors (including as may be expressed on financial trading and other social media sites), the amount and status of short interest in our securities and the potential for a “short squeeze” whereby short sellers are forced to cover their open positions, access to margin debt, trading in options and other derivatives on our common stock and other technical trading factors; changes in our funds from operations or earnings estimates; changes in the ability of our Centers to generate sufficient revenues to meet operating and other expenses; Anchor or tenant bankruptcies, closures, mergers or consolidations; local economic and real estate conditions in geographic locations where we have a high concentration of Centers; competition by public or private 25 mall companies or others, including competition for both acquisition of Centers and for tenants to occupy space; the ability of our tenants to pay rent and meet their other obligations to us under current lease terms and our ability to lease space on favorable terms; the success of our acquisition and real estate development strategy; our ability to comply with the financial covenants in our debt agreements and the impact of restrictive covenants in our debt agreements; our access to financing; inflation and elevated interest rates; the potential impact of tariffs; the risk of our failure to qualify or maintain our status as a REIT; our ability to comply with our joint venture agreements and other risks associated with our joint venture investments; possible uninsured losses, including losses from casualty events or natural disasters, and possible environmental liabilities; adverse impacts from any future pandemic, epidemic or outbreak of any highly infectious disease on the U.S., regional and global economies and on our financial condition and results of operations and the financial condition and results of operations of our tenants; a decision by any of our significant stockholders to sell substantial amounts of our common stock; any future issuances of equity securities; and the realization of any of the other risk factors included in this Annual Report on Form 10-K.
For example, in the case of office properties, some businesses are rapidly evolving to make employee telecommuting, flexible work schedules, open workplaces and teleconferencing increasingly common, which may enable businesses to reduce their space requirements and erode the overall demand for office space over time, which, in turn, may place downward pressure on occupancy, rental rates and property valuations, each of which could have an adverse effect on our financial position, results of operations, cash flows and ability to make expected distributions to our stockholders to the extent we own office property.
For example, in the case of office properties, some businesses are rapidly evolving to make employee telecommuting, flexible work schedules, open workplaces and teleconferencing increasingly common, which may enable businesses to reduce their space requirements and erode the overall demand for office space over time, which, in turn, may place downward pressure on occupancy, rental rates and property valuations, each of which could have an adverse effect on our financial position, results of operations, cash flows and ability to make expected distributions to our stockholders to the extent we own office property. 19 Excess space at our properties could materially and adversely affect us .
If the rental rates at our Centers decrease, if our existing tenants do not renew their leases or if we do not re-let a significant portion of our available space and space for which leases will expire, our financial condition and results of operations could be adversely affected.
If the rental rates at our Centers decrease, if our existing tenants do not renew their leases or if we do not re-let a significant portion of our available space and space for which leases are expiring, our financial condition and results of operations could be adversely affected.
Because our properties are open to the public, they are exposed to risks related to acts of violence and vandalism, civil unrest, criminal activity and actual or threatened terrorist attacks that may be beyond our control or ability to prevent.
Because our properties are open to the public, they are exposed to risks related to acts of violence and vandalism, civil unrest, criminal activity, including organized retail crime, and actual or threatened terrorist attacks that may be beyond our control or ability to prevent.
Each of the Centers have undergone Environmental Site Assessment-Phase I studies conducted by an environmental consultant.
Each of the Centers has undergone Environmental Site Assessment-Phase I studies conducted by an environmental consultant.
As a result of this substantial indebtedness, we are required to use a material portion of our cash flow to service principal and interest on our debt, which limits the amount of cash available for other business opportunities.
Due to this substantial indebtedness, we are required to use a material portion of our cash flow to service principal and interest on our debt, which limits the amount of cash available for 24 other business opportunities.
We are in a competitive business . Our properties compete with other owners, developers and managers of malls, shopping centers and other retail-oriented real estate, including other publicly traded mall companies and large private mall companies, for the acquisition of properties and in attracting tenants or Anchors to occupy space.
Our properties compete with other owners, developers and managers of malls, shopping centers and other retail-oriented real estate, including other publicly traded mall companies and large private mall companies, for the acquisition of properties and in attracting tenants or Anchors to occupy space.
If an uninsured loss or a loss in excess of insured limits occurs, we could lose all or a portion of the capital we have invested in a property, as well as the anticipated future revenue from the property, but may remain obligated for any mortgage debt or other financial obligations related to the property.
If an uninsured loss or a loss in excess of insured limits occurs, we could lose all or a portion of the capital we have invested in a property, as well as the anticipated future revenue from the property, but may remain obligated for any mortgage debt or other financial obligations related to the property. 21 Our property taxes may increase without notice.
Some of the factors that could affect anticipated results are: • our ability to integrate and manage new properties, including increasing occupancy rates and rents at such properties; • the disposal of non-core assets within an expected time frame; and • our ability to raise long-term financing to implement a capital structure at a cost of capital consistent with our business strategy.
Some of the factors that could affect anticipated results are: • our ability to integrate and manage new properties, including increasing occupancy rates and rents at such properties; • the disposal of non-core assets within an expected time frame, including the potential disposition of properties in connection with our Path Forward Plan; and • our ability to raise long-term financing to implement a capital structure at a cost of capital consistent with our business strategy.
A significant percentage of our Centers are located in California, New York and Arizona. To the extent that weak economic or real estate conditions or other factors affect California, New York and Arizona or any region in which we have a high concentration of properties more severely than other areas of the country, our financial performance could be negatively impacted.
To the extent that weak economic or real estate conditions or other factors affect California, New York or Arizona or any region in which we have a 17 high concentration of properties more severely than other areas of the country, our financial performance could be negatively impacted. We are in a competitive business .
Any future pandemic, epidemic or outbreak of any highly infectious disease, including the emergence of additional COVID-19 variants, could cause widespread disruptions to the United States and global economies and could contribute to significant volatility and negative pressure in financial markets.
Any future pandemic, epidemic or outbreak of any highly infectious disease could cause widespread disruptions to the United States and global economies and could contribute to significant volatility and negative pressure in financial markets.
Excess space at our properties could materially and adversely affect us . Certain of our properties have had or may continue to have excess space available for prospective tenants, and those properties may continue to experience, and other properties may commence experiencing, such oversupply in the future.
Certain of our properties have had or may continue to have excess space available for prospective tenants, and those properties may continue to experience, and other properties may commence experiencing, such oversupply in the future.
However, in an increasing interest rate environment, the fixed rates we can obtain with such replacement fixed-rate cap and swap agreements or the fixed-rate on new and refinanced debt will also continue to increase.
However, in an elevated interest rate environment, the fixed rates we can obtain with such replacement fixed-rate cap and swap agreements or the fixed-rate on new and refinanced debt will also remain elevated.
Many factors, including the availability and cost of capital, our total amount of debt outstanding, our ability to obtain financing on attractive terms, if at all, interest rates and the availability of attractive acquisition targets, among others, will affect our ability to acquire, develop and redevelop additional properties in the future.
Many factors, including the availability and cost of capital, our total amount of debt outstanding, our ability to obtain financing on attractive terms, if at all, interest rates and the availability of attractive acquisition targets, among others, will affect our ability to acquire, develop and redevelop additional properties in the future, including any acquisition, development and redevelopment projects pursued in connection with the Path Forward Plan.
During the year ended December 31, 2023, we did not repay the outstanding mortgage loan on our Fashion Outlets of Niagara Falls property on its maturity and, as a result, the loan is in default. We are in negotiations with the lender on the terms of this non-recourse loan.
During the year ended December 31, 2024, we did not repay the outstanding mortgage loan on our Santa Monica Place property on its maturity and, as a result, the loan is in default. We are in negotiations with the lender on the terms of this non-recourse loan.
Substantially all of our joint venture agreements contain rights of first refusal, buy-sell provisions, exit rights, default dilution remedies and/or other break up provisions or remedies which are customary in real estate joint venture agreements and which may, positively or negatively, affect the ultimate realization of cash flow and/or capital or liquidation proceeds.
Substantially all of our joint venture agreements contain rights of first refusal, buy-sell provisions, exit rights, default dilution remedies and/or other break up provisions or remedies which are customary in real estate joint venture agreements and which may, positively or negatively, affect the ultimate realization of cash flow and/or capital or liquidation proceeds. 26 Our holding company structure makes us dependent on distributions from the Operating Partnership .
Store closures by an Anchor and/or a significant number of tenants may allow other Anchors and/or certain other tenants to terminate their leases, receive reduced rent and/or cease operating their stores at the Center or otherwise adversely affect occupancy at the Center. Our real estate acquisition, development and redevelopment strategies may not be successful .
Store closures by an Anchor and/or a significant number of tenants may allow other Anchors and/or certain other tenants to terminate their leases, receive reduced rent and/or cease operating their stores at the Center or otherwise adversely affect occupancy at the Center.
While the pace of bankruptcies slowed in 2023 and 2022 compared to prior years, we continue to experience bankruptcies of Anchors and other national and local retailers, as well as store closures, among our tenants.
While the pace of bankruptcies slowed in 2023 and 2022 compared to prior years, it remained steady in 2024 and we continue to experience bankruptcies of Anchors and other national and local retailers, including the bankruptcy of Express announced in April 2024, as well as store closures, among our tenants.
Each Center has environmental insurance covering eligible third-party losses, remediation and non-owned disposal sites, subject to a $100,000 retention and a $50 million three-year aggregate loss limit, with the exception of one Center, which has a $5 million ten-year aggregate loss limit and another Center has a $20 million ten-year aggregate loss limit.
Each Center has environmental insurance covering eligible third-party losses, remediation and non-owned disposal sites, subject to a $100,000 retention and a $50 million three-year aggregate loss limit, with the exception of one Center, which has a $5 million ten-year aggregate loss limit. Some environmental losses are not covered by this insurance because they are uninsurable or not economically insurable.
Any breach, loss, or compromise of personal data may also subject us to civil fines and penalties, or claims for damages under relevant state and federal privacy laws in the United States. Data breaches and other data security compromises may lead to public disclosures which, in turn, may lead to widespread negative publicity.
Any breach, loss, or compromise of personal data may also subject us to civil fines and penalties, or claims for damages under relevant state and federal privacy laws in the United States.
These issues may result in potential environmental liability and cause us to incur costs in responding to these liabilities or in other costs associated with future investigation or remediation. 19 Under various federal, state and local environmental laws, ordinances and regulations, a current or previous owner or operator of real property may be liable for the costs of removal or remediation of hazardous or toxic substances on, under or in that real property.
Under various federal, state and local environmental laws, ordinances and regulations, a current or previous owner or operator of real property may be liable for the costs of removal or remediation of hazardous or toxic substances on, under or in that real property.
We have substantial debt that could affect our future operations . Our total outstanding loan indebtedness at December 31, 2023 was $6.92 billion (consisting of $4.23 billion of consolidated debt, less $0.16 billion attributable to noncontrolling interests, plus $2.85 billion of our pro rata share of mortgages and other notes payable on unconsolidated joint ventures).
Our total outstanding loan indebtedness at December 31, 2024 was $6.65 billion (consisting of $4.99 billion of consolidated debt, less $0.03 billion attributable to noncontrolling interests, plus $1.69 billion of our pro rata share of mortgages and other notes payable on unconsolidated joint ventures).
As permitted by the MGCL, our Charter exempts from the “business combination” provisions any business combination between us and the principals and their respective affiliates and related persons. The MGCL also allows the board of directors to exempt particular business combinations before the interested stockholder becomes an interested stockholder.
As permitted by the MGCL, our Charter contains certain exemptions from the “business combination” provisions. The MGCL also allows the board of directors to exempt particular business combinations before the interested stockholder becomes an interested stockholder.
Due to changes in weather patterns caused by climate change, our properties in certain markets could experience increases in storm intensity and rising sea levels. Over time, climate change could result in volatile or decreased demand for retail space at some of our Centers or, in extreme cases, our inability to operate the properties at all.
Over time, climate change could result in volatile or decreased demand for retail space at some of our Centers or, in extreme cases, our inability to operate the properties at all.
Our historical growth in revenues, net income and funds from operations has been in part tied to the acquisition, development and redevelopment of shopping centers.
Our real estate acquisition, development and redevelopment strategies, including those implemented as part of the Path Forward Plan, may not be successful . Our historical growth in revenues, net income and funds from operations has been in part tied to the acquisition, development and redevelopment of shopping centers.
Some 20 environmental losses are not covered by this insurance because they are uninsurable or not economically insurable. Furthermore, we carry title insurance on substantially all of the Centers for generally less than their full value.
Furthermore, we carry title insurance on substantially all of the Centers for generally less than their full value.
Acts of violence and vandalism, civil unrest and actual or threatened terrorist attacks could adversely affect our financial condition and results of operations .
Data breaches and other data security compromises may lead to public disclosures which, in turn, may lead to widespread negative publicity. 22 Acts of violence and vandalism, civil unrest and actual or threatened terrorist attacks could adversely affect our financial condition and results of operations .
Under the limited partnership agreement of the Operating Partnership, we, as the sole general partner, are responsible for the management of the Operating Partnership’s business and affairs.
RISKS RELATED TO OUR ORGANIZATIONAL STRUCTURE Certain individuals have substantial influence over the management of both us and the Operating Partnership, which may create conflicts of interest . Under the limited partnership agreement of the Operating Partnership, we, as the sole general partner, are responsible for the management of the Operating Partnership’s business and affairs.
We may only elect to be subject to the classified board provisions of Title 3, Subtitle 8 after first obtaining the approval of our stockholders. FEDERAL INCOME TAX RISKS The tax consequences of the sale of some of the Centers and certain holdings of the principals may create conflicts of interest .
We may only elect to be subject to the classified board provisions of Title 3, Subtitle 8 after first obtaining the approval of our stockholders. FEDERAL INCOME TAX RISKS If we were to fail to qualify as a REIT, we would have reduced funds available for distributions to our stockholders . We believe that we currently qualify as a REIT.
Moreover, there are some limitations under federal income tax laws applicable to REITs that limit our ability to sell assets.
Investments in real estate are relatively illiquid, which limits our ability to adjust our portfolio in response to changes in economic, market or other conditions or realize our objectives through dispositions. Moreover, there are some limitations under federal income tax laws applicable to REITs that limit our ability to sell assets.
Borrowing costs increased throughout 2022 and 2023 and may continue to increase in the near-term as the Federal Reserve continues to address rising inflation and, as a result, borrowing costs on our outstanding floating-rate debt as well as on new and refinanced fixed-rate debt has become more expensive and may continue to rise.
Additionally, as a result of elevated interest rates, borrowing costs on our outstanding floating-rate debt as well as on new and refinanced fixed-rate debt have increased and may continue to rise.
Real estate investments are relatively illiquid and we may be unable to sell properties at the time we desire and on favorable terms . Investments in real estate are relatively illiquid, which limits our ability to adjust our portfolio in response to changes in economic, market or other conditions.
Real estate investments are relatively illiquid and we may be unable to sell properties at the time we desire and on favorable terms . As part of the Path Forward Plan, we sold certain properties in 2024 and we may continue to pursue dispositions of our properties, including non-core assets, in the future.
Inflation may adversely affect our financial condition and results of operations . Inflation in the United States increased throughout 2022 and 2023 and may continue to increase in the near-term.
Inflation may adversely affect our financial condition and results of operations . Inflation in the United States has increased significantly in recent years and may increase again in the future. While inflation levels began to decrease in 2024, they remain elevated relative to the years preceding 2021.
Removed
Persons or entities that arrange for the disposal or treatment of hazardous or toxic substances may also be liable for the costs of removal or remediation of hazardous or toxic substances at the disposal or treatment facility, whether or not that facility is owned or operated by the person or entity arranging for the disposal or treatment of hazardous or toxic substances.
Added
A significant percentage of our Centers are located in California, New York and Arizona.
Removed
Our holding company structure makes us dependent on distributions from the Operating Partnership .
Added
These issues may result in potential environmental liability and cause us to incur costs in responding to these liabilities or in other costs associated with future investigation or remediation.
Removed
The principals will experience negative tax consequences if some of the Centers are sold. As a result, the principals may not favor a sale of these Centers even though such a sale may benefit our other stockholders.
Added
Due to changes in weather patterns caused by climate change, our properties in certain markets could experience increases in storm intensity and other weather related events and rising sea levels.
Removed
In addition, the principals may have different interests than our stockholders because they are significant holders of limited partnership units in the Operating Partnership. If we were to fail to qualify as a REIT, we would have reduced funds available for distributions to our stockholders . We believe that we currently qualify as a REIT.
Added
Elevated interest rates may adversely affect our financial condition and results of operations. Interest rates have increased in recent years and may continue to increase or remain elevated in the near-term as the Federal Reserve continues to address inflation. Such elevated interest rates may negatively impact consumer spending, our tenants’ businesses, and/or future demand for space in our Centers.
Added
Although the extent of any prolonged periods of high interest rates remains unknown at this time, negative impacts to our borrowing costs may also adversely affect our future business plans and growth, at least in the near term. International trade disputes, including U.S. trade tariffs and retaliatory tariffs, could adversely impact our business.
Added
International trade disputes, including threatened or implemented tariffs by the United States and threatened or implemented tariffs by foreign countries in retaliation, could adversely impact our business. Many of our tenants sell imported goods and tariffs or other trade restrictions could increase costs for these tenants.
Added
To the extent our tenants are unable to pass these costs on to their customers, our tenants could be adversely impacted. In addition, international trade disputes, including those related to tariffs, could result in inflationary pressures that directly impact our costs, such as costs for steel, lumber and other materials applicable to our redevelopment projects.
Added
Trade disputes could also adversely impact global supply chains which could further increase costs for us and our tenants or delay delivery of key inventories and supplies. We have substantial debt that could affect our future operations .
Added
As a part of the Path Forward Plan, among other goals, we aim to deleverage our capital structure over the next three to four years.
Added
However, the methods we may pursue and the timing, extent and impact of any transactions in furtherance of this goal may vary and evolve and there can be no assurance that we will be successful in our efforts to deleverage.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

2 edited+0 added−0 removed11 unchanged
Biggest changeThe Security Committee reports to the Chief Financial Officer and Chief Legal Officer, and the committee’s members include senior company leadership responsible for asset management, risk management, marketing, and business development. Collectively, the Security Committee members possess experience in information security, risk management, oversight and legal compliance.
Biggest changeThe Security Committee reports to the Chief Financial Officer and Chief Legal Officer, and the committee’s members include senior company leadership responsible for asset management, risk management, property management, marketing, and business development. Collectively, the Security Committee members possess experience in information security, risk management, oversight and legal compliance.
Additionally, the Company is subject to the requirements of the Sarbanes-Oxley Act of 2002 and information technology general controls are an important part of the Company's internal control over financial reporting and are subject to controls testing. Control deficiencies that represent cybersecurity risks would be reported by management to the Audit Committee. 29
Additionally, the Company is subject to the requirements of the Sarbanes-Oxley Act of 2002 and information technology general controls are an important part of the Company's internal control over financial reporting and are subject to controls testing. Control deficiencies that represent cybersecurity risks would be reported by management to the Audit Committee. 30

Item 2. Properties

Properties — owned and leased real estate

26 edited+9 added−9 removed6 unchanged
Biggest changeCount Company's Ownership(1) Name of Center/Location(2) Year of Original Construction/ Acquisition Year of Most Recent Expansion/ Renovation Total GLA(3) Mall and Freestanding GLA Percentage of Mall and Freestanding GLA Leased Non-Owned Anchors (3) Company-Owned Anchors (3) CONSOLIDATED CENTERS: 1 50.1% Chandler Fashion Center(4) 2001/2002 2023 1,402,000 683,000 97.8 % Dillard's, Macy's, Scheels All Sports — Chandler, Arizona 2 100% Danbury Fair Mall(4) 1986/2005 2016 1,275,000 593,000 99.3 % JCPenney, Macy's Dick's Sporting Goods, Primark, Target(5) Danbury, Connecticut 3 100% Desert Sky Mall 1981/2002 2007 738,000 271,000 96.7 % Burlington, Dillard's La Curacao, Mercado de los Cielos Phoenix, Arizona 4 100% Eastland Mall(6) 1978/1998 1996 1,017,000 528,000 93.1 % Dillard's, Macy's JCPenney Evansville, Indiana 5 100% Fashion District Philadelphia 1977/2014 2019 802,000 575,000 80.9 % — Burlington, Primark, Shoppers World Philadelphia, Pennsylvania 6 100% Fashion Outlets of Chicago 2013/— - 530,000 529,000 98.2 % — — Rosemont, Illinois 7 100% Fashion Outlets of Niagara Falls USA 1982/2011 2014 674,000 674,000 83.4 % — — Niagara Falls, New York 8 100% Freehold Raceway Mall(4) 1990/2005 2007 1,546,000 857,000 95.1 % JCPenney, Macy's Dick's Sporting Goods, Primark Freehold, New Jersey 9 100% Fresno Fashion Fair 1970/1996 2006 974,000 419,000 98.2 % Macy's Forever 21, JCPenney, Macy's Fresno, California 10 100% Green Acres Mall(4)(6)(7) 1956/2013 2016 2,058,000 952,000 97.7 % — BJ's Wholesale Club, Dick's Sporting Goods, Macy's (two), Primark, Shoppers World, Walmart Valley Stream, New York 11 100% Inland Center 1966/2004 2016 671,000 270,000 95.9 % Macy's Forever 21, JCPenney San Bernardino, California 12 100% Kings Plaza Shopping Center(6) 1971/2012 2018 1,146,000 445,000 99.1 % Macy's Burlington, Lowe's, Primark, Target Brooklyn, New York 13 100% La Cumbre Plaza(6) 1967/2004 1989 323,000 173,000 92.5 % Macy's — Santa Barbara, California 14 100% NorthPark Mall(4) 1973/1998 2001 934,000 399,000 82.0 % Dillard's, JCPenney, Von Maur — Davenport, Iowa 15 100% Oaks, The 1978/2002 2017 1,207,000 605,000 90.0 % JCPenney, Macy's (two) Dick's Sporting Goods, Nordstrom Thousand Oaks, California 16 100% Pacific View 1965/1996 2001 886,000 401,000 81.0 % JCPenney, Target Macy's Ventura, California 17 100% Queens Center(6) 1973/1995 2004 968,000 412,000 98.9 % JCPenney, Macy's — Queens, New York 18 100% Santa Monica Place(4) 1980/1999 Ongoing 534,000 358,000 85.8 % — Nordstrom Santa Monica, California 30 Count Company's Ownership(1) Name of Center/Location(2) Year of Original Construction/ Acquisition Year of Most Recent Expansion/ Renovation Total GLA(3) Mall and Freestanding GLA Percentage of Mall and Freestanding GLA Leased Non-Owned Anchors (3) Company-Owned Anchors (3) 19 84.9% SanTan Village Regional Center 2007/— 2018 1,203,000 795,000 96.5 % Dillard's, Macy's Dick's Sporting Goods Gilbert, Arizona 20 100% SouthPark Mall(4) 1974/1998 2015 802,000 290,000 72.6 % Dillard's, Von Maur Dick's Sporting Goods, JCPenney Moline, Illinois 21 100% Stonewood Center(4)(6) 1953/1997 1991 927,000 356,000 95.8 % — JCPenney, Kohl's, Macy's Downey, California 22 100% Superstition Springs Center(4) 1990/2002 2002 955,000 384,000 89.4 % Dillard's, JCPenney, Macy's — Mesa, Arizona 23 100% Valley Mall 1978/1998 1992 506,000 191,000 88.4 % Target Belk, Dick's Sporting Goods, JCPenney Harrisonburg, Virginia 24 100% Valley River Center 1969/2006 2007 814,000 415,000 96.3 % Macy's JCPenney Eugene, Oregon 25 100% Victor Valley, Mall of(4) 1986/2004 2012 578,000 259,000 99.1 % Macy's Dick's Sporting Goods, JCPenney Victorville, California 26 100% Vintage Faire Mall 1977/1996 2020 916,000 472,000 97.0 % Macy's Dick's Sporting Goods, JCPenney, Macy's Modesto, California 27 100% Wilton Mall(4) 1990/2005 2020 741,000 422,000 95.9 % JCPenney, BJ's Wholesale Club Dick's Sporting Goods Saratoga Springs, New York Total Consolidated Centers 25,127,000 12,728,000 93.6 % UNCONSOLIDATED JOINT VENTURE CENTERS: 28 60% Arrowhead Towne Center 1993/2002 2015 1,078,000 472,000 99.6 % Dillard's, JCPenney, Macy's Dick's Sporting Goods Glendale, Arizona 29 50% Biltmore Fashion Park 1963/2003 2020 611,000 306,000 93.1 % — Macy's, Saks Fifth Avenue Phoenix, Arizona 30 50% Broadway Plaza(4) 1951/1985 2016 996,000 451,000 95.3 % Macy's Nordstrom Walnut Creek, California 31 50.1% Corte Madera, The Village at 1985/1998 2020 502,000 265,000 96.4 % Macy's, Nordstrom — Corte Madera, California 32 50% Country Club Plaza 1922/2016 2015 971,000 971,000 83.7 % — — Kansas City, Missouri 33 51% Deptford Mall 1975/2006 2020 1,016,000 444,000 95.9 % JCPenney, Macy's Boscov's, Dick's Sporting Goods Deptford, New Jersey 34 51% FlatIron Crossing(4) 2000/2002 2009 1,393,000 694,000 93.7 % Dillard's, Macy's Dick's Sporting Goods, Forever 21 Broomfield, Colorado 35 50% Kierland Commons 1999/2005 2003 438,000 438,000 98.1 % — — Phoenix, Arizona 36 60% Lakewood Center 1953/1975 2008 2,050,000 985,000 96.0 % — Costco, Forever 21, Home Depot, JCPenney, Macy's, Target Lakewood, California 37 60% Los Cerritos Center(7) 1971/1999 2016 1,011,000 536,000 96.7 % Macy's, Nordstrom Dick's Sporting Goods, Forever 21 Cerritos, California 38 50% Scottsdale Fashion Square 1961/2002 Ongoing 1,871,000 910,000 92.8 % Dillard's Dick's Sporting Goods, Macy's, Neiman Marcus, Nordstrom Scottsdale, Arizona 39 60% South Plains Mall(4) 1972/1998 2017 1,243,000 494,000 91.1 % Home Depot Dillard's (two)(8), JCPenney Lubbock, Texas 40 51% Twenty Ninth Street(6) 1963/1979 2007 694,000 553,000 94.3 % — Home Depot Boulder, Colorado 31 Count Company's Ownership(1) Name of Center/Location(2) Year of Original Construction/ Acquisition Year of Most Recent Expansion/ Renovation Total GLA(3) Mall and Freestanding GLA Percentage of Mall and Freestanding GLA Leased Non-Owned Anchors (3) Company-Owned Anchors (3) 41 50% Tysons Corner Center(7) 1968/2005 2014 1,848,000 1,108,000 97.3 % — Bloomingdale's, Macy's, Nordstrom, Primark(9) Tysons Corner, Virginia 42 60% Washington Square(7) 1974/1999 2005 1,301,000 578,000 97.0 % Macy's Dick's Sporting Goods, JCPenney, Nordstrom Portland, Oregon 43 19% West Acres 1972/1986 2001 692,000 426,000 94.7 % Macy's JCPenney Fargo, North Dakota Total Unconsolidated Joint Ventures 17,715,000 9,631,000 93.5 % 43 Total Regional Town Centers 42,842,000 22,359,000 93.5 % COMMUNITY/POWER SHOPPING CENTERS 1 50% Atlas Park, The Shops at(10) 2006/2011 2013 373,000 373,000 94.2 % — — Queens, New York 2 50% Boulevard Shops(10) 2001/2002 2004 205,000 205,000 95.3 % — — Chandler, Arizona 3 100% Southridge Center(4)(11) 1975/1998 2013 801,000 519,000 73.3 % Des Moines Area Community College Target Des Moines, Iowa 3 Total Community/Power Shopping Centers 1,379,000 1,097,000 84.5 % 46 Total before Other Assets 44,221,000 23,456,000 OTHER ASSETS: 100% Various(11)(12) - - 267,000 184,000 — — Kohl's 50% Scottsdale Fashion Square-Office(10) 1984/2002 2016 123,000 — — — — Scottsdale, Arizona 50% Tysons Corner Center-Office(10) 1999/2005 2012 170,000 — — — — Tysons Corner, Virginia 50% Hyatt Regency Tysons Corner Center(10) 2015 2015 290,000 — — — — Tysons Corner, Virginia 50% VITA Tysons Corner Center(10) 2015 2015 398,000 — — — — Tysons Corner, Virginia 50% Tysons Tower(10) 2014 2014 539,000 — — — — Tysons Corner, Virginia OTHER ASSETS UNDER DEVELOPMENT: 5% Paradise Valley Mall(10)(13) 1979/2002 Ongoing 303,000 — — JCPenney, Costco — Phoenix, Arizona Total Other Assets 2,090,000 184,000 Grand Total 46,311,000 23,640,000 ________________________ (1) The Company's ownership interest in this table reflects its direct or indirect legal ownership interest.
Biggest changeCount Company's Ownership(1) Name of Center/Location(2) Year of Original Construction/ Acquisition Year of Most Recent Expansion/ Renovation Total GLA(3) Mall and Freestanding GLA Percentage of Mall and Freestanding GLA Leased Non-Owned Anchors (3) Company-Owned Anchors (3) CONSOLIDATED CENTERS: 1 100% Arrowhead Towne Center 1993/2002 2015 1,078,000 472,000 99.1 % Dillard's, JCPenney, Macy's Dick's Sporting Goods Glendale, Arizona 2 100% Danbury Fair Mall(4) 1986/2005 2016 1,272,000 590,000 96.6 % JCPenney, Macy's Dick's Sporting Goods, Primark, Target Danbury, Connecticut 3 100% Desert Sky Mall 1981/2002 2007 737,000 271,000 95.8 % Burlington, Dillard's La Curacao, Mercado de los Cielos Phoenix, Arizona 4 100% Eastland Mall(5) 1978/1998 1996 1,017,000 528,000 90.0 % Dillard's, Macy's JCPenney Evansville, Indiana 5 100% Fashion District Philadelphia(4) 1977/2014 2019 802,000 574,000 79.4 % — Burlington, Primark Philadelphia, Pennsylvania 6 100% Fashion Outlets of Chicago 2013/— - 529,000 529,000 99.9 % — — Rosemont, Illinois 7 100% Fashion Outlets of Niagara Falls USA 1982/2011 2014 672,000 672,000 82.1 % — — Niagara Falls, New York 8 100% Freehold Raceway Mall 1990/2005 2007 1,537,000 849,000 94.0 % JCPenney, Macy's Dick's Sporting Goods, Manor House, Primark Freehold, New Jersey 9 100% Fresno Fashion Fair 1970/1996 2006 974,000 419,000 96.0 % Macy's Forever 21, JCPenney, Macy's Fresno, California 10 100% Green Acres Mall(4)(5)(6) 1956/2013 Ongoing 2,058,000 956,000 96.5 % — BJ's Wholesale Club, Dick's Sporting Goods, Macy's (two), Primark, Walmart Valley Stream, New York 11 100% Inland Center 1966/2004 2016 670,000 270,000 95.4 % Macy's Forever 21, JCPenney San Bernardino, California 12 100% Kings Plaza Shopping Center(5) 1971/2012 2018 1,145,000 444,000 98.7 % Macy's Burlington, Lowe's, Primark, Target Brooklyn, New York 13 100% La Cumbre Plaza(5) 1967/2004 1989 325,000 175,000 94.8 % Macy's — Santa Barbara, California 14 100% Lakewood Center 1953/1975 2008 2,048,000 983,000 92.6 % — Costco, Forever 21, Home Depot, JCPenney, Macy's, Target Lakewood, California 15 100% Los Cerritos Center(6) 1971/1999 2016 1,012,000 537,000 95.2 % Macy's, Nordstrom Dick's Sporting Goods, Forever 21 Cerritos, California 16 100% NorthPark Mall(4) 1973/1998 2001 855,000 320,000 95.9 % Dillard's, JCPenney, Von Maur — Davenport, Iowa 17 100% Pacific View 1965/1996 2001 884,000 400,000 80.0 % JCPenney, Target Macy's Ventura, California 31 Count Company's Ownership(1) Name of Center/Location(2) Year of Original Construction/ Acquisition Year of Most Recent Expansion/ Renovation Total GLA(3) Mall and Freestanding GLA Percentage of Mall and Freestanding GLA Leased Non-Owned Anchors (3) Company-Owned Anchors (3) 18 100% Queens Center(5) 1973/1995 2004 967,000 410,000 99.5 % JCPenney, Macy's — Queens, New York 19 100% Santa Monica Place(4) 1980/1999 Ongoing 533,000 357,000 84.0 % — Nordstrom Santa Monica, California 20 84.9% SanTan Village Regional Center 2007/— 2018 1,200,000 793,000 96.8 % Dillard's, Macy's Dick's Sporting Goods Gilbert, Arizona 21 100% South Plains Mall(4) 1972/1998 2017 1,315,000 493,000 91.7 % Dillard's, Home Depot JCPenney Lubbock, Texas 22 100% SouthPark Mall(4) 1974/1998 2015 802,000 290,000 64.8 % Dillard's, Von Maur Dick's Sporting Goods, JCPenney Moline, Illinois 23 100% Stonewood Center(4)(5) 1953/1997 1991 926,000 355,000 94.6 % — JCPenney, Kohl's, Macy's Downey, California 24 100% Superstition Springs Center(4) 1990/2002 2002 954,000 382,000 87.7 % Dillard's, JCPenney, Macy's — Mesa, Arizona 25 100% Valley Mall 1978/1998 1992 507,000 192,000 89.5 % Target Belk, Dick's Sporting Goods, JCPenney Harrisonburg, Virginia 26 100% Valley River Center 1969/2006 2007 814,000 414,000 96.6 % Macy's JCPenney Eugene, Oregon 27 100% Victor Valley, Mall of(4) 1986/2004 2012 577,000 258,000 98.9 % Macy's Dick's Sporting Goods, JCPenney Victorville, California 28 100% Vintage Faire Mall 1977/1996 2020 916,000 472,000 98.1 % Macy's Dick's Sporting Goods, JCPenney, Macy's Modesto, California 29 100% Washington Square(6) 1974/1999 2005 1,300,000 577,000 97.1 % Macy's Dick's Sporting Goods, JCPenney, Nordstrom Portland, Oregon 30 100% Wilton Mall(4) 1990/2005 2020 740,000 421,000 95.2 % JCPenney, BJ's Wholesale Club Dick's Sporting Goods Saratoga Springs, New York Total Consolidated Centers 29,166,000 14,403,000 93.7 % UNCONSOLIDATED JOINT VENTURE CENTERS: 31 50% Broadway Plaza(4)(6) 1951/1985 2016 996,000 451,000 96.0 % Macy's Nordstrom Walnut Creek, California 32 50.1% Chandler Fashion Center(4) 2001/2002 2023 1,401,000 682,000 97.2 % Dillard's, Macy's, Scheels All Sports — Chandler, Arizona 33 50.1% Corte Madera, The Village at 1985/1998 2020 501,000 265,000 97.7 % Macy's, Nordstrom — Corte Madera, California 34 51% Deptford Mall 1975/2006 2020 1,008,000 435,000 97.7 % JCPenney, Macy's Boscov's, Dick's Sporting Goods Deptford, New Jersey 35 51% FlatIron Crossing(4) 2000/2002 Ongoing 1,390,000 690,000 93.6 % Dillard's, Macy's Dick's Sporting Goods, Forever 21 Broomfield, Colorado 36 50% Kierland Commons 1999/2005 2003 438,000 438,000 98.9 % — — Phoenix, Arizona 37 50% Scottsdale Fashion Square 1961/2002 Ongoing 1,875,000 915,000 96.7 % Dillard's Dick's Sporting Goods, Macy's, Neiman Marcus, Nordstrom Scottsdale, Arizona 38 51% Twenty Ninth Street(5) 1963/1979 2007 683,000 541,000 95.3 % — Home Depot Boulder, Colorado 39 50% Tysons Corner Center(6) 1968/2005 2014 1,846,000 1,106,000 96.2 % — Bloomingdale's, Macy's, Nordstrom, Primark Tysons Corner, Virginia 32 Count Company's Ownership(1) Name of Center/Location(2) Year of Original Construction/ Acquisition Year of Most Recent Expansion/ Renovation Total GLA(3) Mall and Freestanding GLA Percentage of Mall and Freestanding GLA Leased Non-Owned Anchors (3) Company-Owned Anchors (3) 40 19% West Acres 1972/1986 2001 673,000 408,000 98.0 % Macy's JCPenney Fargo, North Dakota Total Unconsolidated Joint Ventures 10,811,000 5,931,000 95.0 % 40 Total Regional Retail Centers 39,977,000 20,334,000 94.1 % COMMUNITY/POWER SHOPPING CENTERS 1 50% Atlas Park, The Shops at(7) 2006/2011 2013 374,000 374,000 96.6 % — — Queens, New York 2 50% Boulevard Shops(7) 2001/2002 2004 205,000 205,000 97.7 % — — Chandler, Arizona 2 Total Community/Power Shopping Centers 579,000 579,000 97.0 % 42 Total before Other Assets 40,556,000 20,913,000 OTHER ASSETS: 100% Various(8)(9) - - 191,000 109,000 — — Kohl's 50% Scottsdale Fashion Square-Office(7) 1984/2002 2016 123,000 — — — — Scottsdale, Arizona 50% Scottsdale Fashion Square-Caesar's Republic Hotel(7) 2024 2024 245,000 — — — — Scottsdale, Arizona 50% Tysons Corner Center-Office(7) 1999/2005 2012 171,000 — — — — Tysons Corner, Virginia 50% Hyatt Regency Tysons Corner Center(7) 2015 2015 290,000 — — — — Tysons Corner, Virginia 50% VITA Tysons Corner Center(7) 2015 2015 399,000 — — — — Tysons Corner, Virginia 50% Tysons Tower(7) 2014 2014 547,000 — — — — Tysons Corner, Virginia OTHER ASSETS UNDER DEVELOPMENT: 5% Paradise Valley Mall(7)(10) 1979/2002 Ongoing 356,000 53,000 — Costco JCPenney Phoenix, Arizona Total Other Assets 2,322,000 162,000 Grand Total 42,878,000 21,075,000 ________________________ (1) The Company's ownership interest in this table reflects its direct or indirect legal ownership interest.
“Company-owned Anchors” is space owned (or leased) by the Company (or, in the case of Joint Venture Centers, by the joint venture property partnership or limited liability company) and leased (or subleased) to Anchor. (4) These Centers have vacant Anchor locations that are owned by the Company or its joint venture.
“Company-owned Anchors” is space owned (or leased) by the Company (or, in the case of Joint Venture Centers, by the joint venture property partnership or limited liability company) and leased (or subleased) to Anchor. 33 (4) These Centers have vacant Anchor locations that are owned by the Company or its joint venture.
With respect to the remaining two stores, the underlying land is owned by third parties and leased to the Company pursuant to long-term building or ground leases.
With respect to the two stores, the underlying land is owned by third parties and leased to the Company pursuant to long-term building or ground leases.
(13) On January 10, 2024, the Company's joint venture in Boulevard Shops replaced the existing $23.0 million mortgage loan on the property with a new $24.0 million loan that bears interest at a variable rate of SOFR plus 2.50%, is interest only during the entire loan term and matures on December 5, 2028.
(15) On January 10, 2024, the Company's joint venture in Boulevard Shops replaced the existing $23.0 million mortgage loan on the property with a new $24.0 million loan that bears interest at a variable rate of SOFR plus 2.50%, is interest only during the entire loan term and matures on December 5, 2028.
(3) Total GLA includes GLA attributable to Anchors (whether owned or non-owned) and Mall and Freestanding Stores as of December 31, 2023. “Non-owned Anchors” is space not owned by the Company (or, in the case of Joint Venture Centers, by the joint venture property partnership or limited liability company) which is occupied by Anchor tenants.
(3) Total GLA includes GLA attributable to Anchors (whether owned or non-owned) and Mall and Freestanding Stores as of December 31, 2024. “Non-owned Anchors” is space not owned by the Company (or, in the case of Joint Venture Centers, by the joint venture property partnership or limited liability company) which is occupied by Anchor tenants.
(11) On December 9, 2022, the Company closed on a three-year extension of the loan to December 9, 2025, including extension options. The interest rate remained unchanged at LIBOR plus 1.48%, and has converted to 1-month Term SOFR plus 1.52% effective July 9, 2023.
(12) On December 9, 2022, the Company closed on a three-year extension of the loan to December 9, 2025, including extension options. The interest rate remained unchanged at LIBOR plus 1.48%, and has converted to 1-month Term SOFR plus 1.52% effective July 9, 2023.
The Company is actively seeking replacement tenants or has entered into replacement leases for many of these vacant sites and/or is currently executing or considering redevelopment opportunities for these locations. The Company continues to collect rent under the terms of an agreement regarding three of these vacant Anchors.
The Company is actively seeking replacement tenants or has entered into replacement leases for many of these vacant sites and/or is currently executing or considering redevelopment opportunities for these locations. The Company continues to collect rent under the terms of an agreement regarding two of these vacant Anchors.
The two ground leases terminate in years 2027 and 2028. (13) Construction started in summer 2021 on the first phase of a multi-phase, multi-year project to convert the former regional town center Paradise Valley Mall into a mixed-used development with high-end grocery, restaurants, multi-family residences, offices, retail shops and other elements on the 92-acre site.
The two ground leases terminate in years 2027 and 2028. (10) Construction started in summer 2021 on the first phase of a multi-phase, multi-year project to convert the former regional retail center Paradise Valley Mall into a mixed-used development with high-end grocery, restaurants, multi-family residences, offices, retail shops and other elements on the 92-acre site.
LEGAL PROCEEDINGS None of the Company, the Operating Partnership, the Management Companies or their respective affiliates is currently involved in any material legal proceedings. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 36 PART II
LEGAL PROCEEDINGS None of the Company, the Operating Partnership, the Management Companies or their respective affiliates is currently involved in any material legal proceedings. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 37 PART II
With the exception of the seven Centers indicated with footnote (6) in the table above, the underlying land controlled by the Company is owned in fee entirely by the Company or, in the case of Joint Venture Centers, by the joint venture property partnership or limited liability company.
With the exception of the seven Centers indicated with footnote (5) in the table above, the underlying land controlled by the Company is owned in fee entirely by the Company or, in the case of Joint Venture Centers, by the joint venture property partnership or limited liability company.
ITEM 2. PROPERTIES The following table sets forth certain information regarding the Centers and other locations that are wholly owned or partly owned by the Company as of December 31, 2023.
ITEM 2. PROPERTIES The following table sets forth certain information regarding the Centers and other locations that are wholly owned or partly owned by the Company as of December 31, 2024.
See “Item 1A.—Risks Related to Our Organizational Structure—Outside partners in Joint Venture Centers result in additional risks to our stockholders.” 32 (2) The Company owned or had an ownership interest in 43 Regional Town Centers (including office, hotel and residential space adjacent to these shopping centers), three community/power shopping centers and one redevelopment property.
See “Item 1A.—Risks Related to Our Organizational Structure—Outside partners in Joint Venture Centers result in additional risks to our stockholders.” (2) The Company owned or had an ownership interest in 40 Regional Retail Centers (including office, hotel and residential space adjacent to these shopping centers), two community/power shopping centers and one redevelopment property.
(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.
(3) The annual debt service represents the annual 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.
The loan is covered by an interest rate cap agreement that effectively prevented LIBOR from exceeding 4.0% during the period ending December 9, 2023. The interest rate cap agreement was converted to 1-month Term SOFR effective July 9, 2023 and has since been extended with a 4% strike rate to December 9, 2024.
The loan was covered by an interest rate cap agreement that effectively prevented LIBOR from exceeding 4.0% during the period ending December 9, 2023. The interest rate cap agreement was converted to 1-month Term SOFR effective July 9, 2023.
(6) On January 25, 2024, the Company replaced the existing $116.9 million mortgage loan on Danbury Fair Mall with a new $155.0 million loan that bears interest at a fixed rate of 6.39%, is interest only during the majority of the loan term and matures on February 6, 2034. 35 (7) On January 20, 2023, the Company repaid $26.1 million of the outstanding loan balance and exercised its one-year extension option of the loan to January 22, 2024.
(6) On January 25, 2024, the Company replaced the existing $116.9 million mortgage loan on Danbury Fair Mall with a new $155.0 million loan that bears interest at a fixed rate of 6.39%, is interest only during the majority of the loan term and matures on February 6, 2034.
Unamortized deferred finance costs at December 31, 2023 were $21.1 million for Consolidated Centers and $10.6 million for Unconsolidated Joint Venture Centers (at the Company's pro rata share). (2) The interest rate disclosed represents the effective interest rate, including the debt discounts and deferred finance costs. (3) The annual debt service represents the annual payment of principal and interest.
Unamortized deferred finance costs at December 31, 2024 were $22.0 million for Consolidated Centers and $7.1 million for Unconsolidated Joint Venture Centers (at the Company's pro rata share). (2) The interest rate disclosed represents the effective interest rate, including the impact of debt discounts and deferred finance costs.
Of the three stores, one has been leased to Kohl's and two have been leased for non-Anchor uses. With respect to the office building and one of the three stores, the underlying land is owned in fee entirely by the Company.
(9) The Company owns an office building and two stores located at shopping centers not owned by the Company. Of the two stores, one has been leased to Kohl's and one has been leased for non-Anchor use. With respect to the office building, the underlying land is owned in fee entirely by the Company.
(16) The loan bears interest at SOFR plus 3.70%, and is covered by an interest rate cap agreement that effectively prevents SOFR from exceeding 4.0% through February 15, 2024. The interest rate cap agreement has since been extended with a strike rate of 5.0% to February 9, 2025.
(17) The loan bore interest at SOFR plus 3.70%, and was covered by an interest rate cap agreement that effectively prevented SOFR from exceeding 4.0% through February 15, 2024 and 5.0% through February 9, 2025.
The existing Costco and JCPenney stores remain open, while all of the other stores at the property have closed. 33 Mortgage Debt The following table sets forth certain information regarding the mortgages encumbering the Centers, including those Centers in which the Company has less than a 100% interest.
The first phase began opening in the fourth quarter of 2024. The existing Costco and JCPenney stores currently remain open and have been open during the entire construction period. 34 Mortgage Debt The following table sets forth certain information regarding the mortgages encumbering the Centers, including those Centers in which the Company has less than a 100% interest.
(9) On January 3, 2023, the Company closed on a five-year $370.0 million combined refinance of Green Acres Mall and Green Acres Commons. The new interest only loan bears interest at a fixed rate of 5.90% and matures on January 6, 2028.
(7) On March 19, 2024, the Company closed on a three-year extension of the loan to October 6, 2026. The interest rate remained unchanged at 5.90%. (8) On January 3, 2023, the Company closed on a five-year $370.0 million combined refinance of Green Acres Mall and Green Acres Commons.
The debt discounts as of December 31, 2023 consisted of the following: Property Pledged as Collateral Unconsolidated Joint Venture Centers (at the Company's Pro Rata Share): Lakewood Center (3,416) $ (3,416) The mortgage notes payable balances 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.
The debt discounts as of December 31, 2024 consisted of the following: Property Pledged as Collateral Consolidated Centers: Arrowhead Towne Center $ 27,552 Lakewood Center 19,723 Los Cerritos Center 22,521 South Plains 6,130 $ 75,926 The mortgage notes payable balances 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.
The information set forth below is as of December 31, 2023 (dollars in thousands): Property Pledged as Collateral Fixed or Floating Carrying Amount(1) Effective Interest Rate(2) Annual Debt Service(3) Maturity Date(4) Balance Due on Maturity Earliest Date Notes Can Be Defeased or Be Prepaid Consolidated Centers: Chandler Fashion Center(5) Fixed $ 255,924 4.18 % $ 10,496 7/5/24 $ 256,000 Any Time Danbury Fair Mall(6) Fixed 122,502 8.51 % 21,272 7/1/24 107,124 Any Time Fashion District Philadelphia(7) Floating 70,820 9.50 % 6,333 1/22/24 68,320 Any Time Fashion Outlets of Chicago Fixed 299,375 4.61 % 13,740 2/1/31 300,000 Any Time Fashion Outlets of Niagara Falls USA(8) Fixed 86,470 6.45 % 8,719 10/6/23 86,470 Any Time Freehold Raceway Mall Fixed 399,044 3.94 % 15,600 11/1/29 386,013 Any Time Fresno Fashion Fair Fixed 324,453 3.67 % 11,658 11/1/26 325,000 Any Time Green Acres Mall(9) Fixed 359,264 6.62 % 21,826 1/6/28 370,000 8/17/2025 Kings Plaza Shopping Center Fixed 536,956 3.71 % 19,543 1/1/30 540,000 Any Time Oaks, The(10) Fixed 151,496 5.74 % 12,456 6/5/24 149,947 Any Time Pacific View Fixed 70,976 5.45 % 3,936 5/6/32 62,877 11/23/2024 Queens Center Fixed 600,000 3.49 % 20,922 1/1/25 600,000 Any Time Santa Monica Place(11) Floating 297,474 7.32 % 20,649 12/9/25 300,000 Any Time SanTan Village Regional Center Fixed 219,506 4.34 % 9,460 7/1/29 220,000 Any Time Victor Valley, Mall of Fixed 114,966 4.00 % 4,560 9/1/24 115,000 Any Time Vintage Faire Mall Fixed 226,910 3.55 % 15,069 3/6/26 211,507 Any Time $ 4,136,136 34 Property Pledged as Collateral Fixed or Floating Carrying Amount(1) Effective Interest Rate(2) Annual Debt Service(3) Maturity Date(4) Balance Due on Maturity Earliest Date Notes Can Be Defeased or Be Prepaid Unconsolidated Joint Venture Centers (at the Company's Pro Rata Share): Arrowhead Towne Center(60%) Fixed $ 232,187 4.05 % $ 13,833 2/1/28 $ 212,555 Any Time Atlas Park, The Shops at(50%)(12) Floating 32,210 10.24 % 3,128 11/9/26 32,500 Any Time Boulevard Shops(50%)(13) Floating 11,500 7.41 % 843 3/4/24 11,500 Any Time Broadway Plaza(50%) Fixed 218,183 4.19 % 13,172 4/1/30 189,724 Any Time Corte Madera, The Village at(50.1%) Fixed 109,642 3.53 % 6,074 9/1/28 98,753 Any Time Country Club Plaza(50%)(14) Fixed 147,628 3.88 % 9,001 4/1/26 137,525 Any Time Deptford Mall(51%) Fixed 74,031 3.98 % 5,795 4/3/26 67,503 Any Time FlatIron Crossing(51%)(15)(16) Fixed 88,455 8.55 % 6,874 2/9/25 89,250 Any Time Kierland Commons(50%) Fixed 97,492 3.98 % 6,407 4/1/27 88,724 Any Time Lakewood Center(60%) Fixed 197,389 4.15 % 13,144 6/1/26 185,306 Any Time Los Cerritos Center(60%) Fixed 303,188 4.00 % 18,046 11/1/27 278,711 Any Time Paradise Valley I(5%) Fixed 1,307 5.00 % 65 9/29/24 1,307 Any Time Paradise Valley II(5%) Fixed 1,025 6.95 % 71 7/1/2026 1,025 Any Time Paradise Valley Retail(5%) Floating 221 8.35 % 18 2/3/2027 221 Any Time Paradise Valley Residential(2.5%) Floating 999 8.10 % 81 2/3/2028 999 Any Time Scottsdale Fashion Square(50%)(17) Fixed 348,983 6.28 % 22,052 3/6/28 350,000 8/4/2025 South Plains Mall(60%) Fixed 120,000 4.22 % 5,065 11/6/25 120,000 Any Time Twenty Ninth Street(51%) Fixed 76,500 4.10 % 3,137 2/6/26 76,500 Any Time Tysons Corner Center(50%)(18) Fixed 349,980 6.89 % 23,758 12/6/28 355,000 12/7/2026 Tysons Tower(50%) Fixed 94,635 3.38 % 3,164 10/11/29 95,000 Any Time Tysons Vita(50%) Fixed 44,607 3.43 % 1,485 12/1/30 45,000 Any Time Washington Square(60%)(15)(19) Fixed 291,218 8.18 % 23,423 11/1/26 286,785 Any Time West Acres - Development(19%) Fixed 680 3.72 % 25 10/10/29 680 Any Time West Acres(19%) Fixed 12,600 4.61 % 1,025 3/1/32 8,256 Any Time $ 2,854,660 _______________________________________________________________________________ (1) The mortgage notes payable balances include the unamortized debt discounts.
The information set forth below is as of December 31, 2024 (dollars in thousands): Property Pledged as Collateral Fixed or Floating Carrying Amount(1) Effective Interest Rate(2) Annual Debt Service(3) Maturity Date(4) Balance Due on Maturity Earliest Date Notes Can Be Defeased or Be Prepaid Consolidated Centers: Arrowhead Towne Center(5) Fixed $ 351,905 6.75 % 23,055 2/1/28 354,259 Any Time Danbury Fair Mall(6) Fixed 152,149 6.59 % 10,036 2/6/34 144,667 6/7/2026 Fashion Outlets of Chicago Fixed 299,465 4.61 % 13,740 2/1/31 300,000 Any Time Fashion Outlets of Niagara Falls USA(7) Fixed 80,775 6.52 % 8,719 10/6/26 74,862 Any Time Freehold Raceway Mall Fixed 399,210 3.94 % 15,600 11/1/29 386,013 Any Time Fresno Fashion Fair Fixed 324,652 3.67 % 11,658 11/1/26 325,000 Any Time Green Acres Mall(8) Fixed 361,948 6.62 % 21,826 1/6/28 370,000 8/17/2025 Kings Plaza Shopping Center Fixed 537,471 3.71 % 19,543 1/1/30 540,000 Any Time Lakewood Center(9) Fixed 304,557 8.00 % 21,907 6/1/26 308,844 Any Time Los Cerritos Center(10) Fixed 472,745 5.77 % 30,077 11/1/27 464,519 Any Time Pacific View Fixed 70,560 5.45 % 4,792 5/6/32 62,877 Any Time Queens Center(11) Fixed 522,945 5.45 % 28,193 11/6/29 525,000 11/5/2027 Santa Monica Place(12) Floating 298,791 6.35 % 17,757 12/9/24 300,000 Any Time SanTan Village Regional Center Fixed 219,595 4.34 % 9,460 7/1/29 220,000 Any Time South Plains Mall(13) Fixed 193,870 7.97 % 8,441 11/6/25 200,000 Any Time Victor Valley, Mall of(14) Fixed 83,928 6.85 % 5,715 9/6/34 85,000 11/21/2026 Vintage Faire Mall Fixed 219,959 3.55 % 15,069 3/6/26 211,507 Any Time $ 4,894,525 Property Pledged as Collateral Fixed or Floating Carrying Amount(1) Effective Interest Rate(2) Annual Debt Service(3) Maturity Date(4) Balance Due on Maturity Earliest Date Notes Can Be Defeased or Be Prepaid Unconsolidated Joint Venture Centers (at the Company's Pro Rata Share): Atlas Park, The Shops at(50%) Floating $ 32,431 9.49 % 2,843 11/9/26 32,500 Any Time Boulevard Shops(50%)(15) Floating 11,814 7.37 % 838 12/5/28 12,000 Any Time Broadway Plaza(50%) Fixed 214,120 4.19 % 13,172 4/1/30 189,724 Any Time Chandler Fashion Center(50.1%)(16) Fixed 137,189 7.15 % 9,727 7/1/29 137,775 7/5/2025 Corte Madera, The Village at(50.1%) Fixed 107,415 3.53 % 6,074 9/1/28 98,753 Any Time Deptford Mall(51%) Fixed 71,199 3.98 % 5,795 4/3/26 67,503 Any Time FlatIron Crossing(51%)(17) Floating 86,407 9.14 % 7,176 2/9/25 86,467 Any Time Kierland Commons(50%) Fixed 94,915 3.98 % 6,407 4/1/27 88,724 Any Time Paradise Valley I(5%) Floating 1,219 8.30 % 101 10/29/26 1,219 Any Time Paradise Valley II(5%) Fixed 945 6.95 % 66 7/21/26 945 Any Time Paradise Valley Retail(5%) Floating 736 7.53 % 55 2/3/27 736 Any Time Scottsdale Fashion Square(50%) Fixed 349,227 6.28 % 22,052 3/6/28 350,000 8/4/2025 Twenty Ninth Street(51%) Fixed 76,500 4.10 % 3,137 2/6/26 76,500 Any Time Tysons Corner Center(50%) Fixed 351,009 6.89 % 23,758 12/6/28 355,000 5/7/2026 Tysons Tower(50%) Fixed 94,699 3.38 % 3,164 10/11/29 95,000 Any Time Tysons Vita(50%) Fixed 44,672 3.43 % 1,485 12/1/30 45,000 Any Time West Acres - Development(19%) Fixed 1,150 3.72 % 42 10/10/29 1,154 Any Time West Acres(19%) Fixed 12,150 4.61 % 1,025 3/1/32 8,256 Any Time $ 1,687,797 35 _______________________________________________________________________________ (1) The mortgage notes payable balances include the unamortized debt discounts.
(17) On March 3, 2023, the Company’s joint venture in Scottsdale Fashion Square replaced the existing $403.9 million mortgage loan on the property with a new $700.0 million loan that bears interest at a fixed rate of 6.21%, is interest only during the entire loan term and matures on March 6, 2028.
On June 27, 2024, the Company's joint venture in Chandler Fashion Center refinanced the existing $256.0 million loan on the 36 property with a $275.0 million loan that bears interest at a fixed rate of 7.06%, is interest only during the entire loan term and matures on July 1, 2029.
(18) On December 4, 2023, the Company's joint venture in Tysons Corner Center replaced the existing $666.5 million mortgage loan on the property with a new $710.0 million loan that bears interest at a fixed rate of 6.60%, is interest only during the entire loan term and matures on December 6, 2028.
(14) On August 22, 2024, the Company replaced the existing loan with an $85.0 million loan that bears interest at a fixed rate of 6.72%, is interest only during the entire loan term and matures on September 6, 2034.
(5) Target has announced plans to open a two-level, 126,000 square foot store at Danbury Fair Mall. (6) Portions of the land on which the Center is situated are subject to one or more long-term ground leases.
(5) Portions of the land on which the Center is situated are subject to one or more long-term ground leases. (6) The Center has a vacant former anchor store that is owned by the Company or its joint venture, which is to be demolished for redevelopment. (7) Included in Unconsolidated Joint Venture Centers. (8) Included in Consolidated Centers.
The new loan has a required interest rate cap throughout the term of the loan at a strike rate of 7.5%. (14) Effective May 9, 2023, the loan is in default. The Company's joint venture is in negotiations with the lender on the terms of this non-recourse loan.
The interest rate cap agreement was extended with a 4% strike rate to December 9, 2024 and was not renewed upon its maturity. Effective April 9, 2024, the loan is in default and accrues incremental default interest of 4%. The Company is in negotiations with the lender on the terms of this non-recourse loan.
Removed
(7) The Center has a vacant former anchor store that is owned by the Company or its joint venture, which is to be demolished for redevelopment. (8) Dillard's owns and is currently redeveloping the former Sears parcel at South Plains Mall. They plan to open this store in fall 2024 and vacate their two existing stores at the property.
Added
(5) On May 14, 2024, the Company acquired the remaining 40% ownership interest in Arrowhead Towne Center that it did not previously own and has consolidated its 100% interest (See Note 15—Acquisitions). In connection with the acquisition, the Company assumed the partner's share of the loan on the property.
Removed
(9) Primark has announced plans to open a new two-level store at Tysons Corner Center. (10) Included in Unconsolidated Joint Venture Centers. (11) Included in Consolidated Centers. (12) The Company owns an office building and three stores located at shopping centers not owned by the Company.
Added
The new interest only loan bears interest at a fixed rate of 5.90% and matures on January 6, 2028. (9) On October 24, 2024, the Company acquired the remaining 40% ownership interest in Lakewood Center that it did not previously own and has consolidated its 100% interest (See Note 15—Acquisitions).
Removed
(5) A 49.9% interest in the loan has been assumed by a third party in connection with a financing arrangement.
Added
In connection with the acquisition, the Company assumed the partner's share of the loan on the property. (10) On October 24, 2024, the Company acquired the remaining 40% ownership interest in Los Cerritos Center that it did not previously own and has consolidated its 100% interest (See Note 15—Acquisitions).
Removed
The interest rate was SOFR plus 3.60%. On January 22, 2024, the Company repaid the majority of the loan balance. The remaining $8.2 million matures on April 21, 2024. (8) Effective October 6, 2023, the loan is in default. The Company is in negotiations with the lender on the terms of this non-recourse loan.
Added
In connection with the acquisition, the Company assumed the partner's share of the loan on the property. (11) On October 28, 2024, the Company closed a $525.0 million, five-year refinance of the loan on Queens Center. The new loan bears interest at a fixed rate of 5.37%, is interest only during the entire loan term and matures November 6, 2029.
Removed
(10) On May 6, 2022, the Company closed on a two-year extension of the loan to June 5, 2024 at a new fixed interest rate of 5.25%. The Company repaid $5.0 million of the outstanding loan balance at closing. On June 5, 2023, the Company repaid $10,000 of the outstanding loan balance.
Added
(13) On May 14, 2024, the Company acquired the remaining 40% ownership interest in South Plains Mall that it did not previously own and has consolidated its 100% interest (See Note 15—Acquisitions). In connection with the acquisition, the Company assumed the partner's share of the loan on the property.
Removed
(12) This loan is covered by an interest rate cap agreement that effectively prevents SOFR from exceeding 5.76% through November 7, 2024.
Added
The new loan has a required interest rate cap throughout the term of the loan at a strike rate of 7.5%. (16) On June 13, 2024, the partnership agreement between the Company and its joint venture partner was amended and as a result, the Company no longer accounts for its investment in Chandler Fashion Center as a financing arrangement.
Removed
(15) This loan requires an interest rate cap agreement to be in place at all times, which limits how high the prevailing floating rate index (i.e. SOFR) for the loan can rise.
Added
Effective June 13, 2024, the Company accounts for its investment in Chandler Fashion Center under the equity method of accounting (See Note 12—Financing Arrangement and Note 16—Dispositions).
Removed
As of the date of this report, SOFR for this loan exceeded the strike interest rate within the required interest rate cap agreement and as a result, the loan is considered fixed rate debt.
Added
On February 7, 2025, the Company's joint venture in Flatiron Crossing repaid in full the $14.5 million mezzanine loan and $14.5 million of the first mortgage, and obtained a 90-day extension for the remaining $140.5 million of the first mortgage.
Removed
(19) The loan bears interest at SOFR plus 4.0% and is covered by an interest rate cap agreement that effectively prevents SOFR from exceeding 4.0% through November 1, 2024. On November 1, 2023, the Company's joint venture repaid $15.0 million ($9.0 million at the Company's pro rata share) of the outstanding loan balance. ITEM 3.
Added
The mezzanine loan had an interest rate of SOFR plus 12.25% and the first mortgage has an interest rate of SOFR plus 2.90% for a weighted average aggregate interest rate of SOFR plus 3.70%. The interest rate on the first mortgage is SOFR plus 2.90% during the extension period. ITEM 3.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

6 edited+0 added−1 removed4 unchanged
Biggest changeThese shares of common stock were issued in a private placement to a limited partner of the Operating Partnership, an accredited investor, pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended. 38 Issuer Purchases of Equity Securities Period Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs (1) October 1, 2023 to October 31, 2023 — $ — — $ 278,707,048 November 1, 2023 to November 30, 2023 — — — $ 278,707,048 December 1, 2023 to December 31, 2023 — — — $ 278,707,048 — $ — — (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. 39 ITEM 6.
Biggest changeAll rights reserved. 12/31/19 12/31/20 12/31/21 12/31/22 12/31/23 12/31/24 The Macerich Company 100.00 45.71 77.01 52.04 75.90 102.06 S&P Midcap 400 Index 100.00 113.66 141.80 123.28 143.54 163.54 FTSE Nareit Equity Retail Index 100.00 74.82 113.65 98.55 108.96 124.22 Recent Sales of Unregistered Securities None. 39 Issuer Purchases of Equity Securities Period Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs (1) October 1, 2024 to October 31, 2024 — $ — — $ 278,707,048 November 1, 2024 to November 30, 2024 — — — $ 278,707,048 December 1, 2024 to December 31, 2024 — — — $ 278,707,048 — $ — — (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. 40 ITEM 6.
The FTSE Nareit Equity Retail Index is an industry index of publicly-traded REITs that include the Company. The graph assumes that the value of the investment in each of the Company's common stock and the indices was $100 at the close of the market on December 31, 2018.
The FTSE Nareit Equity Retail Index is an industry index of publicly-traded REITs that include the Company. The graph assumes that the value of the investment in each of the Company's common stock and the indices was $100 at the close of the market on December 31, 2019.
To maintain its qualification as a REIT, the Company is required each year to distribute to stockholders at least 90% of its net taxable income after certain adjustments. The Company paid all of its 2023 and 2022 quarterly dividends in cash.
To maintain its qualification as a REIT, the Company is required each year to distribute to stockholders at least 90% of its net taxable income after certain adjustments. The Company paid all of its 2024 and 2023 quarterly dividends in cash.
Stock Performance Graph The following graph provides a comparison, from December 31, 2018 through December 31, 2023, of the yearly percentage change in the cumulative total stockholder return (assuming reinvestment of dividends) of the Company, the Standard & Poors ("S&P") Midcap 400 Index, and the FTSE Nareit Equity Retail Index.
Stock Performance Graph The following graph provides a comparison, from December 31, 2019 through December 31, 2024, of the yearly percentage change in the cumulative total stockholder return (assuming reinvestment of dividends) of the Company, the Standard & Poors ("S&P") Midcap 400 Index, and the FTSE Nareit Equity Retail Index.
The historical information set forth below is not necessarily indicative of future performance. 37 Data for the S&P Midcap 400 Index and the FTSE Nareit Equity Retail Index were provided by Research Data Group. Copyright© 2024 S&P, a division of The McGraw-Hill Companies Inc.
The historical information set forth below is not necessarily indicative of future performance. 38 Data for the S&P Midcap 400 Index and the FTSE Nareit Equity Retail Index were provided by Research Data Group. Copyright© 2025 S&P, a division of The McGraw-Hill Companies Inc.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES The common stock of the Company is listed and traded on the New York Stock Exchange under the symbol "MAC". As of February 22, 2024, there were approximately 543 stockholders of record.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES The common stock of the Company is listed and traded on the New York Stock Exchange under the symbol "MAC". As of February 27, 2025, there were approximately 485 stockholders of record.
Removed
All rights reserved. 12/31/18 12/31/19 12/31/20 12/31/21 12/31/22 12/31/23 The Macerich Company 100.00 67.83 31.00 52.24 35.77 52.17 S&P Midcap 400 Index 100.00 126.20 143.44 178.95 155.58 181.15 FTSE Nareit Equity Retail Index 100.00 110.65 82.78 125.75 109.04 120.56 Recent Sales of Unregistered Securities On November 2, 2023, the Company, as general partner of the Operating Partnership, issued 165,384 shares of common stock of the Company, upon the redemption of an aggregate of 165,384 common partnership units of the Operating Partnership.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

126 edited+71 added−31 removed59 unchanged
Biggest changeUses of Capital The following tables summarize capital expenditures and lease acquisition costs incurred at the Centers (at the Company's pro rata share) for the years ended December 31: (Dollars in thousands) 2023 2022 2021 Consolidated Centers: Acquisitions of property, building improvement and equipment $ 83,025 $ 49,459 $ 18,715 Development, redevelopment, expansion and renovation of Centers 94,601 55,493 46,341 Tenant allowances 27,083 25,045 22,101 Deferred leasing charges 5,595 2,443 2,585 $ 210,304 $ 132,440 $ 89,742 Joint Venture Centers (at the Company's pro rata share): Acquisitions of property, building improvement and equipment $ 17,628 $ 13,222 $ 18,803 Development, redevelopment, expansion and renovation of Centers 58,091 74,592 48,512 Tenant allowances 18,533 16,757 11,594 Deferred leasing charges 4,644 4,057 2,881 $ 98,896 $ 108,628 $ 81,790 The Company expects amounts to be incurred during the next twelve months for tenant allowances and deferred leasing charges to be comparable to 2023.
Biggest changeAsset sales will focus on whether a property is core to the Company’s strategy and may include defaulting on certain mortgage debts on the Company’s properties and giving possession of such secured properties to the lender. 52 Uses of Capital The following tables summarize capital expenditures and lease acquisition costs incurred at the Centers (at the Company's pro rata share) for the years ended December 31: (Dollars in thousands) 2024 2023 2022 Consolidated Centers: Acquisitions of property, building improvement and equipment(1) $ 214,059 $ 83,025 $ 49,459 Development, redevelopment, expansion and renovation of Centers 104,513 94,601 55,493 Tenant allowances 20,615 27,083 25,045 Deferred leasing charges 4,442 5,595 2,443 $ 343,629 $ 210,304 $ 132,440 Joint Venture Centers (at the Company's pro rata share): Acquisitions of property, building improvement and equipment $ 14,440 $ 17,628 $ 13,222 Development, redevelopment, expansion and renovation of Centers 39,759 58,091 74,592 Tenant allowances 20,972 18,533 16,757 Deferred leasing charges 5,628 4,644 4,057 $ 80,799 $ 98,896 $ 108,628 _______________________________________________________________________________ (1) For the twelve months ended December 31, 2024, this includes cash paid of $129.0 million, excluding the assumption of the partner's share of certain cash balances, on October 24, 2024, for the Company's acquisition of its joint venture partner's 40% interest in Lakewood Center, Los Cerritos Center and Washington Square.
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.
Remeasurement gains 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 are recognized to the extent the carrying value of the investment exceeds the fair value.
The Company calculates the fair value of financial instruments and includes this additional information in the notes to 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 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 National Association of Real Estate Investment Trusts 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.
The National Association of Real Estate Investment Trusts defines FFO as net (loss) income (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.
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 45 Properties").
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 revolving loan facility can be expanded up to $950 million, subject to receipt of lender commitments and other conditions. Concurrently with the entry into the amended and restated credit agreement, the Company drew $152 million of the amount available under the revolving loan facility and used the proceeds to repay in full amounts outstanding under its prior credit facility.
The revolving loan facility can be expanded up to $950.0 million, subject to receipt of lender commitments and other conditions. Concurrently with the entry into the amended and restated credit agreement, the Company drew $152.0 million of the amount available under the revolving loan facility and used the proceeds to repay in full amounts outstanding under its prior credit facility.
On September 11, 2023, the Company and Operating Partnership entered into an amended and restated credit agreement, which amended and restated their prior $525 million credit agreement, and provides for an aggregate $650 million revolving loan facility that matures on February 1, 2027, with a one-year extension option.
On September 11, 2023, the Company and Operating Partnership entered into an amended and restated credit agreement, which amended and restated their prior $525.0 million credit agreement, and provides for an aggregate $650.0 million revolving loan facility that matures on February 1, 2027, with a one-year extension option.
Such agreements, subject to current market conditions, allow the Company to replace 47 floating-rate debt with fixed-rate debt in order to achieve its desired ratio of floating-rate to fixed-rate debt. However, any interest rate cap or swap agreements that the Company enters into may not be effective in reducing its exposure to interest rate changes.
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. However, any interest rate cap or swap agreements that the Company enters into may not be effective in reducing its exposure to interest rate changes.
Management’s Discussion and Analysis of Financial Condition and Results of Operations—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. 43 Inflation: Most of the leases at the Centers have rent adjustments periodically throughout the lease term.
Management’s Discussion and Analysis of Financial Condition and Results of Operations—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. Inflation: Most of the leases at the Centers have rent adjustments periodically throughout the lease term.
(3) The computation of FFO—diluted shares outstanding includes the effect of share and unit-based compensation plans and the convertible senior notes 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. 54
(3) The computation of FFO—diluted shares outstanding includes the effect of share and unit-based compensation plans and the convertible senior notes 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.
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 (loss) as defined by GAAP, and is not indicative of cash available to fund all cash 52 flow needs.
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 (loss) income as defined by GAAP, and is not indicative of cash available to fund all cash flow needs.
For the twelve months ended December 31, 2022, the Company and certain joint venture partners sold various land parcels in separate transactions, resulting in the Company’s share of the gain on sale of land of $23.9 million.
Dispositions: For the twelve months ended December 31, 2022, the Company and certain joint venture partners sold various land parcels in separate transactions, resulting in the Company’s share of the gain on sale of land of $23.9 million.
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 (loss) of unconsolidated joint ventures.
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 loss of unconsolidated joint ventures.
On May 18, 2023, the Company acquired Seritage’s remaining 50% ownership interest in the MS Portfolio LLC joint venture that owns five former Sears parcels, for a total purchase price of approximately $46.7 million. These parcels are located at Chandler Fashion Center, Danbury Fair Mall, Freehold Raceway Mall, Los Cerritos Center and Washington Square.
On May 18, 2023, the Company acquired Seritage’s remaining 50% ownership interest in the MS Portfolio LLC joint venture that owned five former Sears parcels, for a total purchase price of approximately $46.7 million. These parcels are located at Chandler Fashion Center, Danbury Fair Mall, Freehold Raceway Mall, Los Cerritos Center and Washington Square.
On December 27, 2023, the Company’s joint venture in One Westside sold the property, a 680,000 square foot office property in Los Angeles, California, for $700 million.
On December 27, 2023, the Company’s joint venture in One Westside sold the property, a 680,000 square foot office property in Los Angeles, California, for $700.0 million.
Properties,” unless the context otherwise requires. The Company is a self-administered and self-managed REIT and conducts all of its operations through the Operating Partnership and the Management Companies. The following discussion is based primarily on the consolidated financial statements of the Company for the years ended December 31, 2023, 2022 and 2021.
Properties,” unless the context otherwise requires. The Company is a self-administered and self-managed REIT and conducts all of its operations through the Operating Partnership and the Management Companies. The following discussion is based primarily on the consolidated financial statements of the Company for the years ended December 31, 2024, 2023 and 2022.
The existing $325 million loan on the property was repaid, and $77.6 million of net proceeds were generated at the Company’s 25% ownership share, which were used to reduce the Company’s revolving loan facility. As a result of this transaction, the Company recognized its share of gain on sale of assets of $8.1 million.
The existing $324.6 million loan on the property was repaid, and $77.6 million of net proceeds were generated at the Company’s 25% ownership share, which were used to reduce the Company’s revolving loan facility. As a result of this transaction, the Company recognized its share of gain on sale of assets of $8.1 million.
Acquisitions: On August 2, 2022, the Company acquired the remaining 50% ownership interest in two former Sears parcels (Deptford Mall and Vintage Faire Mall) in MS Portfolio LLC, the Company's joint venture with Seritage for a total purchase price of $24.5 million.
Acquisitions: On August 2, 2022, the Company acquired the remaining 50% ownership interest in two former Sears parcels (Deptford Mall and Vintage Faire Mall) in MS Portfolio LLC, the Company's joint venture with Seritage Growth Properties ("Seritage") for a total purchase price of $24.5 million.
The fair value is determined based on a discounted cash flow model, with the significant unobservable inputs including discount rate, terminal capitalization rate, and market rents. 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.
The fair value was determined based on a discounted cash flow model, with the significant unobservable inputs including discount rate, terminal capitalization rate, and market rents. The fair value of the financing arrangement obligation was sensitive to these significant unobservable inputs and a change in these inputs may result in a significantly higher or lower fair value measurement.
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.
In connection with this treatment, the Company recognized 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.
On January 20, 2023, the Company exercised its one-year extension option of the loan on Fashion District Philadelphia to January 22, 2024. The interest rate is SOFR plus 3.60% and the Company repaid $26.1 million of the outstanding loan balance at closing.
On January 20, 2023, the Company exercised its one-year extension option of the loan on Fashion District Philadelphia to January 22, 2024. The interest rate was SOFR plus 3.60% and the Company repaid $26.1 million of the outstanding loan balance at closing.
Also included is a comparison of the results of operations and cash flows for the year ended December 31, 2022 to the results of operations and cash flows for the year ended December 31, 2021. This information should be read in conjunction with the accompanying consolidated financial statements and notes thereto.
Also included is a comparison of the results of operations and cash flows for the year ended December 31, 2023 to the results of operations and cash flows for the year ended December 31, 2022. This information should be read in conjunction with the accompanying consolidated financial statements and notes thereto.
On September 11, 2023, the Company and the Operating Partnership entered into an amended and restated credit agreement, which amends and restates their prior credit agreement, and provides for an aggregate $650 million revolving loan facility that matures on February 1, 2027, with a one-year extension option.
On September 11, 2023, the Company and the Operating Partnership entered into an amended and restated credit agreement, which amended and restated their prior credit agreement, and provides for an aggregate $650.0 million revolving loan facility that matures on February 1, 2027, with a one-year extension option.
(2) Calculated based upon basic net income as adjusted to reach basic FFO. During the years ended December 31, 2023, 2022, 2021, 2020 and 2019, there were 9.0 million, 8.6 million, 9.9 million, 10.7 million and 10.4 million OP Units outstanding, respectively.
(2) Calculated based upon basic net income as adjusted to reach basic FFO. During the years ended December 31, 2024, 2023, 2022, 2021 and 2020, there were 10.0 million, 9.0 million, 8.6 million, 9.9 million and 10.7 million OP Units outstanding, respectively.
The Company moves a Center in and out of Same Centers based on whether the Center is substantially complete and in operation for the entirety of both periods of the comparison. Accordingly, the Same Centers consist of all consolidated Centers, excluding the Redevelopment Properties, the JV Transition Centers and the Disposition Properties for the periods of comparison.
The Company moves a Center in and out of Same Centers based on whether the Center is substantially complete and in operation for the entirety of both periods of the comparison. Accordingly, the Same Centers consist of all Consolidated Centers, excluding the Redevelopment Properties, the JV Transition Centers, Santa Monica Place and the Disposition Properties for the periods of comparison.
The Company records its financing arrangement (See Note 12—Financing Arrangement in the Company's Notes to the Consolidated Financial Statements) obligation at fair value on a recurring basis with changes in fair value being recorded as interest expense in the Company’s consolidated statements of operations.
The Company recorded 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 or expense in the Company’s consolidated statements of operations.
(See "Liquidity and Capital Resources"). The Company did not repay the loan on Towne Mall on its maturity date of November 1, 2022, and completed transition of the property to a receiver. On December 4, 2023, Towne Mall was sold by the receiver for $9.5 million, resulting in a gain on extinguishment of debt of $8.2 million.
The Company did not repay the loan on Towne Mall on its maturity date of November 1, 2022, and completed transition of the property to a receiver. On December 4, 2023, Towne Mall was sold by the receiver for $9.5 million, resulting in a gain on extinguishment of debt of $8.2 million.
Based on current information and market data, the Company expects that the pace of bankruptcy filings in 2024 will continue to be lower than the average bankruptcy rate over the last decade. During 2024, the Company expects to generate positive cash flow from operations after recurring operating capital expenditures, leasing capital expenditures and payment of dividends.
Based on current information and market data, the Company expects that the pace of bankruptcy filings in 2025 will continue to be lower than the average bankruptcy rate over the last decade. During 2025, the Company expects to generate positive cash flow after recurring operating capital expenditures, leasing capital expenditures and payment of dividends.
Prior to December 9, 2023, due to the Company’s joint venture partner having no substantive participation rights, the Company accounted for this joint venture as a VIE in its consolidated financial statements (See Note 2 – Summary of Significant Accounting Policies and Note 15 – Acquisitions in the Notes to the Consolidated Financial Statements).
Prior to December 9, 2023, due to the Company’s joint venture partner having no substantive participation rights, the Company accounted for this joint venture as a consolidated variable interest entity in its consolidated financial statements (See Note 2—Summary of Significant Accounting Policies and Note 15—Acquisitions in the Notes to the Consolidated Financial Statements).
(3) See Note 8—Leases in the Company's Notes to the Consolidated Financial Statements. 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.
(2) See Note 8—Leases in the Company's Notes to the Consolidated Financial Statements. 55 Funds From Operations ("FFO") The Company uses FFO in addition to net (loss) 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 loan bears interest at a floating interest rate of SOFR plus 4.0%, subject to an interest rate cap agreement that effectively prevents SOFR from exceeding 4.0% through November 1, 2024. The joint venture repaid $15.0 million ($9.0 million at the Company's pro rata share) of the loan at closing.
The loan bore interest at a floating interest rate of SOFR plus 4.0%, subject to an interest rate cap agreement that effectively prevented SOFR from exceeding 4.0% through November 1, 2024. The joint venture repaid $15.0 million ($9.0 million at the Company's pro rata share) of the loan at closing.
It compares the results of operations and cash flows for the year ended December 31, 2023 to the results of operations and cash flows for the year ended December 31, 2022.
It compares the results of operations and cash flows for the year ended December 31, 2024 to the results of operations and cash flows for the year ended December 31, 2023.
For the comparison of the year ended December 31, 2023 to the year ended December 31, 2022 and the comparison of the year ended December 31, 2022 to the year ended December 31, 2021, there are no Redevelopment Properties.
For the comparison of the year ended December 31, 2023 to the year ended December 31, 2022, there are no Redevelopment Properties.
These 47 Regional Town Centers, community/power shopping centers and one redevelopment property consist of approximately 46 million square feet of gross leasable area (“GLA”) and are referred to herein as the “Centers”. The Centers consist of consolidated Centers (“Consolidated Centers”) and unconsolidated joint venture Centers (“Unconsolidated Joint Venture Centers”) as set forth in “Item 2.
These 43 Regional Retail Centers, community/power shopping centers and one redevelopment property consist of approximately 43 million square feet of gross leasable area (“GLA”) and are referred to herein as the “Centers”. The Centers consist of consolidated Centers (“Consolidated Centers”) and unconsolidated joint venture Centers (“Unconsolidated Joint Venture Centers”) as set forth in “Item 2.
The Company used the net proceeds to pay down debt. (See "Liquidity and Capital Resources"). On July 17, 2023, the Company sold Superstition Springs Power Center, a 204,000 square foot power center in Mesa, Arizona, for $5.6 million, which resulted in a gain on sale of assets of $1.9 million. The Company used the net proceeds to pay down debt.
The Company used the net proceeds to pay down debt. On July 17, 2023, the Company sold Superstition Springs Power Center, a 204,000 square foot power center in Mesa, Arizona, for $5.6 million, which resulted in a gain on sale of assets of $1.9 million. The Company used the net proceeds to pay down debt.
Leasing revenue includes the amortization of above and below-market leases, the amortization of straight-line rents, lease termination income, percentage rent and the recovery of bad debts. The amortization of above and below-market leases increased from $2.2 million in 2022 to $3.1 million in 2023. The amortization of straight-line rents decreased from $(0.8) million in 2022 to $(4.6) million in 2023.
Leasing revenue includes the amortization of above and below-market leases, the amortization of straight-line rents, lease termination income, percentage rent and the recovery of bad debts. The amortization of above and below-market leases increased from $3.1 million in 2023 to $5.3 million in 2024. The amortization of straight-line rents increased from $(4.6) million in 2023 to $(0.8) million in 2024.
Portfolio tenant sales per square foot for spaces less than 10,000 square feet for the trailing twelve months ended December 31, 2023 were $836 compared to $869 for the twelve months ended December 31, 2022.
Portfolio tenant sales per square foot for spaces less than 10,000 square feet for the trailing twelve months ended December 31, 2024 were $837 compared to $836 for the twelve months ended December 31, 2023.
The loan is covered by an interest rate cap agreement that effectively prevents SOFR from exceeding 4.0% through February 15, 2024 and 5.0% through February 9, 2025.
The loan was covered by an interest rate cap agreement that effectively prevented SOFR from exceeding 4.0% through February 15, 2024 and 5.0% through February 9, 2025.
As of December 31, 2023, the Company has executed renewal leases or commitments on 41% of its square footage expiring in 2024, which leases are expected to commence throughout 2024 and 2025 and another 33% of such expiring space is in the letter of intent stage.
As of December 31, 2024, the Company has executed renewal leases or commitments on 47% of its square footage expiring in 2025, which leases are expected to commence throughout 2025 and 2026 and another 32% of such expiring space is in the letter of intent stage.
In addition, the Company believes that FFO excluding financing expense in connection with Chandler Freehold, and impact associated with extinguishment of debt and accrued default interest expense provides useful supplemental information regarding the Company’s performance as it shows a more meaningful and consistent comparison of the Company’s operating performance and allows investors to more easily compare the Company’s results.
In addition, the Company believes that FFO excluding financing expense in connection with Chandler Freehold, impact associated with extinguishment of debt, accrued default interest expense and impact of non-cash changes in the market value of non-real estate investments provides useful supplemental information regarding the Company’s performance as it shows a more meaningful and consistent comparison of the Company’s operating performance and allows investors to more easily compare the Company’s results.
On February 2, 2024, the Company announced a first quarter cash dividend of $0.17 per share of its common stock, which will be paid on March 4, 2024 to stockholders of record on February 16, 2024. The dividend amount will be reviewed by the Board on a quarterly basis.
On February 14, 2025, the Company announced a first quarter cash dividend of $0.17 per share of its common stock, which will be paid on March 18, 2025 to stockholders of record on March 4, 2025. The dividend amount will be reviewed by the Board on a quarterly basis.
As of December 31, 2023, the leased occupancy rate increased to 93.5%, a 0.9% increase compared to the leased occupancy rate of 92.6% at December 31, 2022 and a 0.1% sequential increase compared to the leased occupancy rate of 93.4% at September 30, 2023. Many of the Company’s leases contain co-tenancy clauses.
As of December 31, 2024, the leased occupancy rate increased to 94.1%, a 0.6% increase compared to the leased occupancy rate of 93.5% at December 31, 2023 and a 0.4% sequential increase compared to the leased occupancy rate of 93.7% at September 30, 2024. Many of the Company’s leases contain co-tenancy clauses.
Concurrently with the entry into the amended and restated credit agreement, the Company drew $152 million of the amount available under the revolving loan facility and 42 used the proceeds to repay in full amounts outstanding under the Company’s prior credit facility. (See “Liquidity and Capital Resources”).
Concurrently with the entry into the amended and restated credit agreement, the Company drew $152.0 million of the amount available under the revolving loan facility and used the proceeds to repay in full amounts outstanding under the Company’s prior credit facility.
During the year ended December 31, 2023, the Company signed deals for new stores with new-to-Macerich portfolio uses for over 600,000 square feet, with another 140,000 square feet of such new-to-Macerich portfolio leases currently in negotiation as of the date of this Annual Report on Form 10-K.
During the year ended December 31, 2024, the Company signed leases for new stores with new-to-Macerich portfolio uses for over 225,000 square feet, with another 200,000 square feet of such new-to-Macerich portfolio leases currently in negotiation as of the date of this Annual Report on Form 10-K.
The Company is the sole general partner of, and owns a majority of the ownership interests in, the Operating Partnership. As of December 31, 2023, the Operating Partnership owned or had an ownership interest in 43 Regional Town Centers (including office, hotel and residential space adjacent to these shopping centers), three community/power shopping centers and one redevelopment property.
The Company is the sole general partner of, and owns a majority of the ownership interests in, the Operating Partnership. As of December 31, 2024, the Operating Partnership owned or had an ownership interest in 40 Regional Retail Centers (including office, hotel and residential space adjacent to these shopping centers), two community/power shopping centers and one redevelopment property.
For the comparison of the year ended December 31, 2023 to the year ended December 31, 2022, the JV Transition Centers are the two former Sears parcels at Deptford Mall and Vintage Faire Mall, the five former Sears parcels at Chandler Fashion Center, Danbury Fair Mall, Freehold Raceway Mall, Los Cerritos Center and Washington Square (See "Acquisitions" in Management's Overview and Summary), and for the comparison of the year ended December 31, 2022 to the year ended December 31, 2021, the JV Transition Centers are the two former Sears parcels at Deptford Mall and Vintage Faire Mall.
For the comparison of the year ended December 31, 2024 to the year ended December 31, 2023, the JV Transition Centers are Arrowhead Towne Center, Chandler Fashion Center, Lakewood Center, Los Cerritos Center, Washington Square, 47 South Plains Mall and the five former Sears parcels located at Chandler Fashion Center, Danbury Fair Mall, Freehold Raceway Mall, Los Cerritos Center and Washington Square (See "Acquisitions" in Management's Overview and Summary), and for the comparison of the year ended December 31, 2023 to the year ended December 31, 2022, the JV Transition Centers are the two former Sears parcels at Deptford Mall and Vintage Faire Mall, the five former Sears parcels at Chandler Fashion Center, Danbury Fair Mall, Freehold Raceway Mall, Los Cerritos Center and Washington Square.
The interest rate on the loan remains unchanged at 3.73%. Effective May 9, 2023, the Company’s joint venture in Country Club Plaza defaulted on the $295.2 million ($147.6 million at the Company's pro rata share) non-recourse loan on the property. The Company’s joint venture is in negotiations with the lender on the terms of this non-recourse loan.
The interest rate on the loan remains unchanged at 3.73%. Effective May 9, 2023, the Company’s joint venture in Country Club Plaza defaulted on the $295.2 million ($147.6 million at the Company's pro rata share) non-recourse loan on the property.
For the twelve months ended December 31, 2021, the Company and certain joint venture partners sold various land parcels in separate transactions, resulting in the Company’s share of the gain on sale of land of $19.6 million.
For the twelve months ended December 31, 2024, the Company and certain joint venture partners sold various land parcels in separate transactions, resulting in the Company's share of the gain on sale of land of $2.8 million.
Excluding those leases, the remaining leases expiring in 2024, which represent approximately 200,000 square feet of the Centers, are in the prospecting stage.
Excluding those leases, the remaining leases expiring in 2025, which represent approximately 600,000 square feet of the Centers, are in the prospecting stage.
On February 2, 2022, the Company’s joint venture in FlatIron Crossing replaced the existing $197 million loan on the property with a new $175 million loan that bears interest at SOFR plus 3.70% and matures on February 9, 2025.
Financing Activities: On February 2, 2022, the Company’s joint venture in FlatIron Crossing replaced the existing $197.0 million loan on the property with a new $175.0 million loan that bore interest at SOFR plus 3.70% and matured on February 9, 2025.
The leased occupancy rate of 93.5% at December 31, 2023 represented a 0.9% increase from 92.6% at December 31, 2022 and a 0.1% sequential increase compared to the 93.4% occupancy rate at September 30, 2023.
The leased occupancy rate of 94.1% at December 31, 2024 represented a 0.6% increase from 93.5% at December 31, 2023 and a 0.4% sequential increase compared to the 93.7% occupancy rate at September 30, 2024.
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.
Adjustments for unconsolidated joint ventures are calculated to reflect FFO on the same basis. Prior to June 13, 2024, the Company accounted for its joint venture in Chandler Freehold as a financing arrangement.
The Company expects to incur increased interest expense from the refinancing or extension of loans that may carry below-market interest 50 rates. In addition, increases in the Company's proportion of floating rate debt will cause it to be subject to interest rate fluctuations in the future.
While interest rates have begun to decrease, they remain elevated and the Company expects to incur increased interest expense from the refinancing or extension of loans that may carry below-market interest rates. In addition, increases in the Company's proportion of floating rate debt will cause it to be subject to interest rate fluctuations in the future.
As of December 31, 2023, the Company’s availability under the revolving loan facility for additional borrowings was $544.8 million. Cash dividends and distributions for the twelve months ended December 31, 2023 were $159.3 million (including distributions from consolidated joint ventures of $5.1 million), which were funded by operations.
As of December 31, 2024, the Company’s availability under the revolving loan facility for additional borrowings was $539.8 million. Cash dividends and distributions for the twelve months ended December 31, 2024 were $161.3 million (including distributions from consolidated joint ventures of $2.8 million), which were funded by operations.
These leases that are scheduled to expire represent approximately 1.3 million square feet of the Centers, accounting for 21.32% of the GLA of mall stores and freestanding stores, for spaces 10,000 square feet and under, as of December 31, 2023.
These leases that are scheduled to expire represent approximately 1.4 million square feet of the Centers, accounting for 23.25% of the GLA of mall stores and freestanding stores, for spaces 10,000 square feet and under, as of December 31, 2024.
This leasing volume represented a 13% decrease in the number of leases and a 12% increase in the amount of square footage leased compared to the same period in 2022 on a comparable basis.
This leasing volume represented a 15.3% increase in the number of leases and a 3.9% decrease in the amount of square footage leased compared to the same period in 2023 on a comparable basis.
On March 26, 2021, the Company registered an "at the market" offering program, pursuant to which the Company may issue and sell shares of its common stock having an aggregate offering price of up to $500 million under the ATM Program, in amounts and at times to be determined by the Company.
On each of March 26, 2021 and November 12, 2024, the Company registered separate “at the market” offering programs, pursuant to which the Company may issue and sell shares of its common stock having an aggregate offering price of up to $500.0 million under each of the 2021 ATM Program and the 2024 ATM Program, in each case, in amounts and at times to be determined by the Company.
The Company does not believe that these letters of credit will result in a liability to the Company. The Company continues to make progress addressing its near-term, non-recourse loan maturities, with seven completed transactions since the beginning of 2023.
The Company does not believe that these letters of credit will result in a liability to the Company. The Company continues to actively address its near-term, non-recourse loan maturities, with eight completed transactions since the beginning of 2024.
The following reconciles net (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, (gain) loss on extinguishment of debt, net and accrued default interest expense for the years ended December 31, 2023, 2022, 2021, 2020 and 2019 (dollars and shares in thousands): 53 2023 2022 2021 2020 2019 Net (loss) income attributable to the Company $ (274,065) $ (66,068) $ 14,263 $ (230,203) $ 96,820 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 (11,389) (2,660) 714 (16,822) 7,131 Loss (gain) on sale or write down of consolidated assets, net 134,523 (7,698) (75,740) 68,112 11,909 Loss on remeasurement of consolidated assets — — — 163,298 — Add: gain on undepreciated asset sales or write-down from consolidated assets 3,705 16,091 19,461 7,777 3,829 Less: loss on write-down of non-real estate sales or write-down of assets—consolidated assets — (2,000) (2,200) (4,154) — Add: noncontrolling interests share of gain (loss) on sale or write-down of assets—consolidated assets 2,224 6,287 9,732 (120) (2,822) Loss (gain) on sale or write down of assets—unconsolidated joint ventures(1) 136,377 19,397 4,931 (6) 462 Add: gain on sale of undepreciated assets—unconsolidated joint ventures(1) 7,102 7,794 93 — — Depreciation and amortization on consolidated assets 282,361 291,612 311,129 319,619 330,726 Less: noncontrolling interests in depreciation and amortization—consolidated assets (11,938) (21,592) (29,239) (15,517) (15,124) Depreciation and amortization—unconsolidated joint ventures(1) 170,199 176,303 182,956 199,680 189,728 Less: depreciation on personal property (7,987) (12,834) (12,955) (15,734) (15,997) FFO attributable to common stockholders and unit holders—basic and diluted 431,112 404,632 423,145 475,930 606,662 Financing expense in connection with Chandler Freehold (26,311) 32,902 (955) (136,425) (69,701) FFO attributable to common stockholders and unit holders, excluding financing expense in connection with Chandler Freehold—basic and diluted 404,801 437,534 422,190 339,505 536,961 (Gain) loss on extinguishment of debt, net—consolidated assets (8,208) — 1,007 — 351 Accrued default interest expense 6,417 — — — — FFO attributable to common stockholders and unit holders excluding financing expense in connection with Chandler Freehold, (gain) loss on extinguishment of debt, net and accrued default interest expense—diluted $ 403,010 $ 437,534 $ 423,197 $ 339,505 $ 537,312 Weighted average number of FFO shares outstanding for: FFO attributable to common stockholders and unit holders—basic(2) 224,501 223,678 207,991 156,920 151,755 Adjustments for the impact of dilutive securities in computing FFO—diluted: Share and unit-based compensation plans — — — — — FFO attributable to common stockholders and unit holders—diluted(3) 224,501 223,678 207,991 156,920 151,755 _______________________________________________________________________________ (1) Unconsolidated assets are presented at the Company's pro rata share.
The following reconciles net (loss) income attributable to the Company to FFO attributable to common stockholders and unit holders—basic and diluted and FFO attributable to common stockholders and unit holders—basic and diluted, excluding financing expense in connection with Chandler Freehold, (gain) loss on extinguishment of debt, net, accrued default interest expense and loss (gain) on non-real estate investments for the years ended December 31, 2024, 2023, 2022, 2021 and 2020 (dollars and shares in thousands): 56 2024 2023 2022 2021 2020 Net (loss) income attributable to the Company $ (194,120) $ (274,065) $ (66,068) $ 14,263 $ (230,203) 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 (8,766) (11,389) (2,660) 714 (16,822) (Gain) loss on sale or write down of consolidated assets, net (38,959) 134,523 (7,698) (75,740) 68,112 Loss on remeasurement of consolidated assets — — — — 163,298 Add: gain on undepreciated asset sales or write-down from consolidated assets 1,130 3,705 16,091 19,461 7,777 Less: loss on write-down of non-real estate sales or write-down of assets—consolidated assets — — (2,000) (2,200) (4,154) Add: noncontrolling interests share of gain (loss) on sale or write-down of assets—consolidated assets 330 2,224 6,287 9,732 (120) Loss (gain) on sale or write down of assets—unconsolidated joint ventures(1) 180,089 136,377 19,397 4,931 (6) Add: gain on sale of undepreciated assets—unconsolidated joint ventures(1) 1,643 7,102 7,794 93 — Depreciation and amortization on consolidated assets 294,780 282,361 291,612 311,129 319,619 Less: noncontrolling interests in depreciation and amortization—consolidated assets (4,382) (11,938) (21,592) (29,239) (15,517) Depreciation and amortization—unconsolidated joint ventures(1) 148,740 170,199 176,303 182,956 199,680 Less: depreciation on personal property (6,801) (7,987) (12,834) (12,955) (15,734) FFO attributable to common stockholders and unit holders—basic and diluted 373,684 431,112 404,632 423,145 475,930 Financing expense in connection with Chandler Freehold (12,829) (26,311) 32,902 (955) (136,425) FFO attributable to common stockholders and unit holders, excluding financing expense in connection with Chandler Freehold—basic and diluted 360,855 404,801 437,534 422,190 339,505 (Gain) loss on extinguishment of debt, net—consolidated assets (14,403) (8,208) — 1,007 — Accrued default interest expense 7,856 6,417 — — — Loss (gain) on non-real estate investments 11,027 10,203 9,560 (20,158) 3,962 FFO attributable to common stockholders and unit holders excluding financing expense in connection with Chandler Freehold, (gain) loss on extinguishment of debt, net, accrued default interest expense and loss (gain) on non-real estate investments—diluted $ 365,335 $ 413,213 $ 447,094 $ 403,039 $ 343,467 Weighted average number of FFO shares outstanding for: FFO attributable to common stockholders and unit holders—basic(2) 231,864 224,501 223,678 207,991 156,920 Adjustments for the impact of dilutive securities in computing FFO—diluted: Share and unit-based compensation plans — — — — — FFO attributable to common stockholders and unit holders—diluted(3) 231,864 224,501 223,678 207,991 156,920 _______________________________________________________________________________ 57 (1) Unconsolidated assets are presented at the Company's pro rata share.
The new loan has a required interest rate cap throughout the term of the loan at a strike rate of 7.5%. On January 22, 2024, the Company repaid the majority of the mortgage loan on Fashion District Philadelphia. The remaining $8.2 million matures on April 21, 2024.
The new loan has a required interest rate cap throughout the term of the loan at a strike rate of 7.5%. On January 22, 2024, the Company repaid the majority of the mortgage loan on Fashion District Philadelphia. The remaining $8.2 million was scheduled to mature on April 21, 2024 and was paid in full prior to maturity.
The Company's total outstanding loan indebtedness, which includes mortgages and other notes payable, at December 31, 2023 was $6.92 billion (consisting of $4.23 billion of consolidated debt, less $0.16 billion of noncontrolling interests, plus $2.85 billion of its pro rata share of unconsolidated joint venture debt).
The Company's total outstanding loan indebtedness, which includes mortgages and other notes payable, at December 31, 2024 was $6.65 billion (consisting of $4.99 billion of consolidated debt, less $0.03 billion of noncontrolling interests, plus $1.69 billion of its pro rata share of unconsolidated joint venture debt).
As of December 31, 2023, the borrowing rate was SOFR plus a spread of 2.35%. As of December 31, 2023, borrowings under the credit facility were $105.0 million less unamortized deferred finance costs of $15.5 million for the revolving loan facility at a total effective interest rate of 8.57%.
As of December 31, 2024, the borrowing rate was SOFR plus a spread of 2.35%. As of December 31, 2024, borrowings under the credit facility were $110.0 million less unamortized deferred finance costs of $11.7 million for the revolving loan facility at a total effective interest rate of 7.59%.
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.
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, cash generated from operations, asset sales, debt or equity financings, which may include borrowings under the Company's revolving loan facility and sales of common stock, from property financings and construction loans, each to the extent available.
References to Chandler Freehold after November 16, 2023 shall be deemed to only refer to Chandler Fashion Center. The Company also presents FFO excluding financing expense in connection with Chandler Freehold, (gain) loss on extinguishment of debt and accrued default interest expense.
References to Chandler Freehold for the period November 16, 2023 through June 13, 2024 shall be deemed to only refer to Chandler Fashion Center. The Company also presents FFO excluding financing expense in connection with Chandler Freehold, gain or loss on extinguishment of debt, accrued default interest expense and gain or loss on non-real estate investments.
Cash flow projections and rates are subject to management’s judgment and changes in those assumptions could impact the estimation of fair value. The Company’s investments in unconsolidated joint ventures apply the same accounting model for property level impairment as described above.
The discounted cash flow method includes significant unobservable inputs including the discount rate, terminal capitalization rate and market rents. Cash flow projections and rates are subject to management’s judgment and changes in those assumptions could impact the estimation of fair value. The Company’s investments in unconsolidated joint ventures apply the same accounting model for property level impairment as described above.
Additionally, as of December 31, 2023, the Company was contingently liable for $41.0 million in letters of credit guaranteeing performance by the Company of certain obligations relating to the Centers. As of December 31, 2023, $40.8 million of these letters of credit were secured by restricted cash.
Additionally, as of December 31, 2024, the Company was contingently liable for $6.1 million in letters of credit guaranteeing performance by the Company of certain obligations relating to the Centers. As of December 31, 2024, $5.9 million of these letters of credit were secured by restricted cash.
Lease termination income decreased from $13.0 million in 2022 to $10.5 million in 2023. Percentage rent decreased from $49.5 million in 2022 to $38.2 million in 2023 primarily from conversions from variable rent to fixed rent structures on lease renewals of expiring space. Recovery of bad debts increased from $0.7 million in 2022 to $2.7 million in 2023.
Lease termination income decreased from $10.5 million in 2023 to $2.9 million in 2024. Percentage rent decreased from $38.2 million in 2023 to $34.3 million in 2024 primarily from conversions from variable rent to fixed rent structures on lease renewals of expiring space. (Provisions for) recovery of bad debts increased from $2.7 million in 2023 to $(6.2) million in 2024.
Releasing spreads increased as the Company executed leases at an average rent of $61.00 for new and renewal leases executed compared to $52.04 on leases expiring, resulting in a releasing spread increase of $8.96 per square foot, or 17%, for the trailing twelve months ended December 31, 2023.
Releasing spreads increased as the Company executed leases at an average rent of $67.74 for new and renewal leases executed compared to $62.27 on leases expiring, resulting in a releasing spread increase of $5.47 per square foot, or 8.8%, for the trailing twelve months ended December 31, 2024.
The decrease in interest expense from the financing arrangement is primarily due to the change in fair value of the underlying properties and the mortgage notes payable on the underlying properties (See Note 12–Financing Arrangement in the Company's Notes to the Consolidated Financial Statements).
The decrease in interest income 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 and Chandler Freehold no longer being accounted for as a financing arrangement (See Note 12—Financing Arrangement in the Company's Notes to the Consolidated Financial Statements).
During the trailing twelve months ended December 31, 2023, the Company signed 274 new leases and 565 renewal leases comprising approximately 4.2 million square feet of GLA, of which 2.4 million square feet is related to the consolidated Centers. The average tenant allowance was $22.38 per square foot.
During the trailing twelve months ended December 31, 2024, the Company signed 229 new leases and 651 renewal leases comprising approximately 3.7 million square feet of GLA, of which 2.2 million square feet is related to the consolidated Centers. The average tenant allowance was $17.02 per square foot.
These calculations exclude Centers under development or redevelopment and property dispositions (See “Acquisitions,” "Dispositions" and "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. 2024 lease expirations continue to be an important focal point for the Company.
These calculations exclude Centers under development or redevelopment and property dispositions (See “Acquisitions,” "Dispositions" and "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.
Cash Flows from Operating Activities: Cash provided by operating activities decreased $42.0 million from 2022 to 2023. The decrease is primarily due to the changes in assets and liabilities and the results, as discussed above. Cash Flows from Investing Activities: Cash provided by investing activities increased $53.9 million from 2022 to 2023.
The decrease is primarily due to the changes in assets and liabilities and the results, as discussed above. Cash Flows from Investing Activities: Cash provided by investing activities decreased $32.8 million from 2023 to 2024.
Comparable tenant sales from spaces less than 10,000 square feet across the portfolio for the trailing twelve months ended December 31, 2023 decreased by 1.8% compared to the same period in 2022.
Traffic levels at the Company’s Centers for 2024 increased 1.6% over 2023 levels. Comparable tenant sales from spaces less than 10,000 square feet across the portfolio for the trailing twelve months ended December 31, 2024 decreased by 0.4% compared to the same period in 2023.
The above interest expense items are net of capitalized interest, which increased from $10.5 million in 2022 to $20.5 million in 2023. 48 Equity in Loss of Unconsolidated Joint Ventures: Equity in loss of unconsolidated joint ventures increased $151.7 million from 2022 to 2023.
The above interest expense items are net of capitalized interest, which increased from $20.5 million in 2023 to $22.6 million in 2024. Equity in Loss of Unconsolidated Joint Ventures: Equity in loss of unconsolidated joint ventures increased $40.4 million from 2023 to 2024.
During the trailing twelve months ended December 31, 2023, comparable tenant sales for spaces less than 10,000 square feet across the portfolio decreased by 1.8% compared to the time frame in 2022.
During the trailing twelve months ended December 31, 2024, comparable tenant sales for spaces less than 10,000 square feet across the portfolio decreased by 0.4% relative to the twelve months ended December 31, 2023.
For a reconciliation of net loss attributable to the Company, the most directly comparable GAAP financial measure, to FFO attributable to common stockholders and unit holders–diluted, and FFO attributable to common stockholders and unit holders—diluted, excluding financing expense in connection with Chandler Freehold, gain on extinguishment of debt and accrued default interest expense–diluted, see "Funds From Operations ("FFO")" below.
For a reconciliation of net (loss) income attributable to the Company, the most directly comparable GAAP financial measure, to FFO attributable to common stockholders and unit holders–basic and diluted, and FFO attributable to common stockholders and unit holders, excluding financing expense in connection with Chandler Freehold, (gain) loss on extinguishment of debt, net, accrued default interest expense and loss (gain) on non-real estate investments–diluted, see "Funds From Operations ("FFO")" below. 51 Cash Flows from Operating Activities: Cash provided by operating activities decreased $12.1 million from 2023 to 2024.
Comparison of Years Ended December 31, 2023 and 2022 Revenues: Leasing revenue increased by $8.5 million, or 1.1%, from 2022 to 2023. The increase in leasing revenue is attributed to increases of $5.0 million from the Same Centers and $6.4 million from the JV Transition Centers offset in part by $2.9 million from the Disposition Properties.
Comparison of Years Ended December 31, 2024 and 2023 Revenues: Leasing revenue increased by $41.4 million, or 5.1%, from 2023 to 2024. The increase in leasing revenue is attributed to increases of $61.3 million from the JV Transition Centers offset in part by decreases of $7.1 million from the Disposition Properties and $12.3 million from the Redevelopment Properties.
Critical Accounting Policies and Estimates 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.
Inflation had a negative impact on the Company's costs in 2024 and is expected to continue to have a negative impact on the Company's costs in 2025. 45 Critical Accounting Policies and Estimates The preparation of financial statements prepared in accordance with generally accepted accounting principles in the United States of America ("GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.
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.
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.
Redevelopment and Development Activities: The Company has a 50/50 joint venture with Simon Property Group, which was initially formed to develop Los Angeles Premium Outlets, a premium outlet center in Carson, California. The Company has funded $39.5 million of the total $78.9 million incurred by the joint venture as of December 31, 2023.
Redevelopment and Development Activities: The Company has a 50/50 joint venture with Simon Property Group, which was initially formed to develop Los Angeles Premium Outlets, a premium outlet center in Carson, California.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

8 edited+1 added−3 removed7 unchanged
Biggest changeThe average interest rate on such fixed rate debt at December 31, 2023 and 2022 was 4.29% and 4.01%, respectively. The Consolidated Centers' total floating rate debt at December 31, 2023 and 2022 was $0.5 billion and $0.7 billion, respectively. The average interest rate on such floating rate debt at December 31, 2023 and 2022 was 7.43% and 6.53%, respectively.
Biggest changeThe Consolidated Centers' total fixed rate debt at December 31, 2024 and 2023 was $4.7 billion and $3.8 billion, respectively. The average interest rate on such fixed rate debt at December 31, 2024 and 2023 was 4.40% and 4.29%, respectively. The Consolidated Centers' total floating rate debt at December 31, 2024 and 2023 was $0.4 billion and $0.5 billion, respectively.
As of the date of this Annual Report on Form 10-K, SOFR for each of these loans 55 exceeded the strike interest rate (the "Strike Rate") within the required interest rate cap agreement. If SOFR does exceed the Strike Rate, each of these loans would then be considered fixed rate debt.
As of the date of this Annual Report on Form 10-K, SOFR for each of these loans exceeded the strike interest rate (the "Strike Rate") within the required interest rate cap agreement. If SOFR does exceed the Strike Rate, each of these loans would then be considered fixed rate debt.
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.
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 58 replace a floating rate on the notional amount with a fixed rate as noted above.
As of December 31, 2023, the Company has interest rate cap agreements in place (See Note 4—Investments in Unconsolidated Joint Ventures and Note 5—Derivative Instruments and Hedging Activities in the Company's Notes to the Consolidated Financial Statements).
As of December 31, 2024, the Company has interest rate cap agreements in place (See Note 4—Investments in Unconsolidated Joint Ventures and Note 5—Derivative Instruments and Hedging Activities in the Company's Notes to the Consolidated Financial Statements).
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 $5.2 million per year based on $521.0 million of floating rate debt outstanding at December 31, 2023.
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 $5.4 million per year based on $542.9 million of floating rate debt outstanding at December 31, 2024.
The Company's pro rata share of the Unconsolidated Joint Venture Centers' floating rate debt at December 31, 2023 and 2022 was $45.2 million and $90.7 million, respectively. The average interest rate on such floating rate debt at December 31, 2023 and 2022 was 9.00% and 5.81%, respectively.
The average interest rate on such fixed rate debt at December 31, 2024 and 2023 was 5.28% and 5.06%, respectively. The Company's pro rata share of the Unconsolidated Joint Venture Centers' floating rate debt at December 31, 2024 and 2023 was $132.9 million and $45.2 million, respectively.
The Company's pro rata share of the Unconsolidated Joint Venture Centers' fixed rate debt at December 31, 2023 and 2022 was $2.8 billion and $2.7 billion, respectively. The average interest rate on such fixed rate debt at December 31, 2023 and 2022 was 5.06% and 4.46%, respectively.
The average interest rate on such floating rate debt at December 31, 2024 and 2023 was 6.21% and 7.43%, respectively. The Company's pro rata share of the Unconsolidated Joint Venture Centers' fixed rate debt at December 31, 2024 and 2023 was $1.6 billion and $2.8 billion, 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.
The average interest rate on such floating rate debt at December 31, 2024 and 2023 was 8.29% and 9.00%, 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.
Removed
The following table sets forth information as of December 31, 2023 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 years ending December 31, 2024 2025 2026 2027 2028 Thereafter Total Fair Value CONSOLIDATED CENTERS: Long term debt: Fixed rate(1) $ 739,859 $ 608,383 $ 538,780 $ 1,682 $ 378,336 $ 1,519,423 $ 3,786,463 $ 3,494,872 Average interest rate 5.17 % 3.49 % 3.55 % 4.82 % 5.86 % 4.05 % 4.29 % Floating rate(2) 70,820 300,000 — — 105,000 — 475,820 480,110 Average interest rate 8.94 % 6.88 % — % — % 7.99 % — % 7.43 % Total debt—Consolidated Centers $ 810,679 $ 908,383 $ 538,780 $ 1,682 $ 483,336 $ 1,519,423 $ 4,262,283 $ 3,974,982 UNCONSOLIDATED JOINT VENTURE CENTERS: Long term debt (at the Company's pro rata share): Fixed rate $ 42,046 $ 243,253 $ 780,794 $ 386,587 $ 1,023,872 $ 346,928 $ 2,823,480 $ 2,649,330 Average interest rate 4.48 % 5.44 % 5.30 % 3.99 % 5.62 % 3.84 % 5.06 % Floating rate(3) 11,500 — 32,500 221 999 — 45,220 46,626 Average interest rate 7.33 % — % 9.62 % 8.35 % 8.10 % — % 9.00 % Total debt—Unconsolidated Joint Venture Centers $ 53,546 $ 243,253 $ 813,294 $ 386,808 $ 1,024,871 $ 346,928 $ 2,868,700 $ 2,695,956 _______________________________________________________________________________ (1) On January 25, 2024, the Company replaced the existing $116.9 million mortgage loan on Danbury Fair Mall with a new $155.0 million, ten-year, fixed rate loan (See “Financing Activity” in Management’s Overview and Summary).
Added
The following table sets forth information as of December 31, 2024 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 years ending December 31, 2025 2026 2027 2028 2029 Thereafter Total Fair Value CONSOLIDATED CENTERS: Long term debt: Fixed rate $ 241,392 $ 949,264 $ 484,098 $ 733,318 $ 1,138,441 $ 1,145,982 $ 4,692,495 $ 4,426,227 Average interest rate 4.18 % 3.71 % 4.00 % 4.98 % 4.66 % 4.57 % 4.40 % Floating rate 300,000 — — 110,000 — — 410,000 410,963 Average interest rate 5.92 % — % — % 7.01 % — % — % 6.21 % Total debt—Consolidated Centers $ 541,392 $ 949,264 $ 484,098 $ 843,318 $ 1,138,441 $ 1,145,982 $ 5,102,495 $ 4,837,190 UNCONSOLIDATED JOINT VENTURE CENTERS: Long term debt (at the Company's pro rata share): Fixed rate $ 12,766 $ 155,970 $ 97,138 $ 810,883 $ 239,570 $ 245,607 $ 1,561,934 $ 1,522,992 Average interest rate 3.92 % 3.95 % 3.95 % 6.03 % 5.50 % 4.04 % 5.28 % Floating rate(1) 86,467 33,719 736 12,000 — — 132,922 133,770 Average interest rate 8.30 % 8.73 % 7.53 % 6.98 % — % — % 8.29 % Total debt—Unconsolidated Joint Venture Centers $ 99,233 $ 189,689 $ 97,874 $ 822,883 $ 239,570 $ 245,607 $ 1,694,856 $ 1,656,762 _______________________________________________________________________________ (1) On February 7, 2025, the Company’s joint venture in FlatIron Crossing repaid $29.1 million ($14.8 million at the Company's pro rata share) on the mortgage loan and obtained a 90-day extension on the remaining $140.5 million ($71.6 million at the Company's pro rata share) loan (See “Financing Activity” in Management’s Overview and Summary).
Removed
(2) On January 22, 2024, the Company repaid the majority of the mortgage loan on Fashion District Philadelphia. The remaining $8.2 million matures on April 21, 2024 (See “Financing Activity” in Management’s Overview and Summary).
Removed
(3) On January 10, 2024, the Company's joint venture in Boulevard Shops replaced the existing $23.0 million mortgage loan on the property with a new $24.0 million, five-year, floating rate loan (See "Financing Activity" in Management's Overview and Summary). The Consolidated Centers' total fixed rate debt at December 31, 2023 and 2022 was $3.8 billion and $3.7 billion, respectively.

Other MAC 10-K year-over-year comparisons