MACERICH CO Business
The company's own words from the Business item of each annual report, in the filing's order. Some sections could not be read exactly.
- 2020: Section General; Text The Company is involved in the acquisition, ownership, development, redevelopment, management and leasing of regional and community/power shopping centers located throughout the United States. The Company is the sole general partner of, and owns a majority of the ownership interests in, The Macerich Partnership, L.P., a Delaware limited partnership (the "Operating Partnership"). As of December 31, 2020, the Operating Partnership owned or had an ownership interest in 47 regional shopping centers and five community/power shopping centers. These 52 regional and community/power shopping centers (which include any related office space) consist of approximately 50 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. Properties,” unless the context otherwise requires.; Document 10-K.
- 2020: Section Recent Developments; Text Financing Activity:; Document 10-K.
- 2020: Section The Shopping Center Industry; Text General:; Document 10-K.
- 2020: Section Business of the Company; Text Strategy:; Document 10-K.
Business, as filed
The company's own words from the Business item of each annual report, verbatim and in the filing's order, split at the filing's own headings. Nothing is summarised or reworded. Tables and images are not shown; the document has them.
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| 2020 | General | The Company is involved in the acquisition, ownership, development, redevelopment, management and leasing of regional and community/power shopping centers located throughout the United States. The Company is the sole general partner of, and owns a majority of the ownership interests in, The Macerich Partnership, L.P., a Delaware limited partnership (the "Operating Partnership"). As of December 31, 2020, the Operating Partnership owned or had an ownership interest in 47 regional shopping centers and five community/power shopping centers. These 52 regional and community/power shopping centers (which include any related office space) consist of approximately 50 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. Properties,” unless the context otherwise requires. The Company is a self-administered and self-managed real estate investment trust ("REIT") and conducts all of its operations through the Operating Partnership and the Company's management companies, Macerich Property Management Company, LLC, a single member Delaware limited liability company, Macerich Management Company, a California corporation, Macerich Arizona Partners LLC, a single member Arizona limited liability company, Macerich Arizona Management LLC, a single member Delaware limited liability company, Macerich Partners of Colorado LLC, a single member Colorado limited liability company, MACW Mall Management, Inc., a New York corporation, and MACW Property Management, LLC, a single member New York limited liability company. All seven of the management companies are owned by the Company and are collectively referred to herein as the "Management Companies." The Company was organized as a Maryland corporation in September 1993. All references to the Company in this Annual Report on Form 10-K include the Company, those entities owned or controlled by the Company and predecessors of the Company, unless the context indicates otherwise. Financial information regarding the Company for each of the last three fiscal years is contained in the Company's Consolidated Financial Statements included in "Item 15. Exhibits and Financial Statement Schedule." | 10-K |
| 2020 | Recent Developments | Financing Activity: On September 15, 2020, the Company closed on a loan extension agreement for the $191.0 million loan on Danbury Fair Mall. Under the extension agreement, the original loan maturity date of October 1, 2020 was extended to April 1, 2021. The loan may be further extended to July 1, 2021, subject to certain conditions. The loan amount and interest rate are unchanged following the extension. On November 17, 2020, the Company’s joint venture in Tysons VITA, the residential tower at Tysons Corner Center, placed a new $95.0 million loan on the property that bears interest at an effective rate of 3.43% and matures on January 1, 2030. Initial loan funding for the Company’s joint venture was $90.0 million with future advance potential of up to $5.0 million. The Company used its share of the initial proceeds of $45.0 million for general corporate purposes. On December 10, 2020, the Company made a loan (the “Partnership Loan”) to the Company’s joint venture in Fashion District Philadelphia to fund the entirety of a $100.0 million repayment to reduce the mortgage loan on Fashion District Philadelphia from $301.0 million to $201.0 million. This mortgage loan now matures on January 22, 2024, assuming exercise of a one-year extension option, and bears interest at LIBOR plus 3.5%, with a LIBOR floor of 0.50%. The partnership agreement for the joint venture was amended in connection with the Partnership Loan, and pursuant to the amended agreement, the Partnership Loan plus 15% accrued interest must be repaid prior to the resumption of 50/50 cash distributions to the Company and its joint venture partner (See Note 16–Consolidated Joint Venture and Acquisitions of the Company’s Consolidated Financial Statements). On December 15, 2020, the Company closed on a loan extension agreement for the Fashion Outlets of Niagara $101.5 million loan. Under the extension agreement the original loan maturity date of October 6, 2020 was extended to October 6, 2023. The loan amount and interest rate are unchanged following the extension. On December 29, 2020, the Company’s joint venture closed on a one-year maturity date extension for the FlatIron Crossing loan to January 5, 2022. The interest rate increased from 3.85% to 4.10%, and the Company’s joint venture repaid $15.0 million, $7.6 million at the Company's pro rata share, of the outstanding loan balance at closing. At December 31, 2020, the Company’s pro rata share of the loan is $102.6 million. On January 22, 2021, the Company closed on a one-year extension for Green Acres Mall $270.6 million loan to February 3, 2022, which also includes a one-year extension to February 3, 2023. The interest rate remained unchanged, and the Company repaid $9 million of the outstanding loan balance at closing. During the second quarter of 2020 and in July 2020, the Company secured agreements with its mortgage lenders on 19 mortgage loans to defer approximately $47.2 million of both second and third quarter of 2020 debt service payments at the Company’s pro rata share during the COVID-19 pandemic. Of the deferred payments, $28.1 million and $36.9 million was repaid in the three months and twelve months ended December 31, 2020, respectively; and the remaining balance has now been fully repaid during the first quarter of 2021. Redevelopment and Development Activity: The Company's joint venture with Hudson Pacific Properties is redeveloping One Westside into 584,000 square feet of creative office space and 96,000 square feet of dining and entertainment space. The entire creative office space has been leased to Google and is expected to be completed in 2022. The total cost of the project is estimated to be between $500.0 million and $550.0 million, with $125.0 million to $137.5 million estimated to be the Company's pro rata share. The Company has funded $77.7 million of the total $310.9 million incurred by the joint venture as of December 31, 2020. The joint venture expects to fund the remaining costs of the development with its $414.6 million construction loan (See "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations–Financing Activities"). The Company has a 50/50 joint venture with Simon Property Group to develop Los Angeles Premium Outlets, a premium outlet center in Carson, California that is planned to open with approximately 400,000 square feet, followed by an additional 165,000 square feet in the second phase. The Company has funded $37.7 million of the total $75.4 million incurred by the joint venture as of December 31, 2020. In connection with the closures and lease rejections of several Sears stores owned or partially owned by the Company, the Company anticipates spending between $130.0 million to $160.0 million at the Company’s pro rata share to redevelop the Sears stores. The anticipated openings of such redevelopments are expected to occur over several years. The estimated range of redevelopment costs could increase if the Company or its joint venture decides to expand the scope of the redevelopments. The Company has funded $37.5 million at its pro rata share as of December 31, 2020. Other Transactions and Events: In March 2020, the COVID-19 outbreak was declared a pandemic by the World Health Organization. As a result, all of the markets that the Company operates in were subject to stay-at-home orders, and the majority of its properties were temporarily closed in part or completely. As of December 31, 2020, all of the Company’s properties were open and operating, including Queens Center and Kings Plaza in New York City, which re-opened in early September 2020 after being closed since March 2020, and nine indoor California malls that had previously re-opened in May and early June 2020, but were closed for a second time in July 2020 pursuant to a statewide mandate. Those nine indoor California malls include Fresno Fashion Fair, Inland Center, Pacific View, The Mall at Victor Valley, The Oaks and Vintage Faire Mall, each of which re-opened in late August 2020, and Lakewood Center, Los Cerritos Center and Stonewood Center, each of which re-opened on October 7, 2020. All Centers have been open and operating since October 7, 2020, and government mandated restrictions have generally been eased during 2021. The Company continues to work with all of its stakeholders to mitigate the impact of COVID-19. The Company has developed and implemented a long list of operational protocols based on Centers for Disease Control and Prevention recommendations designed to ensure the safety of its employees, tenants, service providers and shoppers. Those measures include among others: the use of sophisticated air filtration systems to increase air circulation and outside air flow and ventilation, significantly intensified cleaning and sanitizing procedures with special focus on high-touch and traffic areas, highly visible and accessible self-service sanitizing stations, providing masks at all properties as needed and requiring mask-wearing at nearly all properties in compliance with state and local requirements, touchless entries, social distance queuing including the use of digital technologies, path of travel guidelines including vertical transportation and deliveries, furniture placement and the use of sophisticated traffic-counting technology to ensure that its properties adhere to any relevant regulatory capacity constraints. The Company’s indoor properties feature vast interior common areas, most with two to three story ceiling clearances, ample floor space and a comfortable environment to practice effective social distancing even during peak retail periods. The Company provides round-the-clock security to enforce policies and regulations, to discourage congregation and to encourage proper distancing. Each property deploys robust messaging to inform all of the Company’s stakeholders of its operating standards and requirements within a multi-media platform that includes abundant on premise signage, digital and social messaging, and information within its property and corporate websites. The Company believes that, due to the quality of design and construction of its malls, it will be able to continue to provide a safe indoor environment for its employees, tenants, service providers and shoppers. Although the Company has incurred, and will continue to incur, some incremental costs associated with COVID-19 operating protocols and programs, these costs have not been, and are not anticipated to be, significant. While the ultimate adverse impact of this outbreak is unknown at this time, the Company’s financial condition and the results of its operations have been negatively impacted, as certain tenants delayed rent payments during the fourth quarter of 2020 and some tenants have continued to request delayed or reduced rent payments for January and beyond. See “Outlook” in Results of Operations for a further discussion of the forward-looking impact of COVID-19 and the Company’s strategic plan to mitigate the anticipated negative impact on its financial condition and results of operations. In March 2020, the Company declared a reduced second quarter dividend of $0.50 per share of its common stock, which was paid on June 3, 2020 in a combination of cash and shares of common stock, at the election of the stockholder, subject to a limitation that the aggregate amount of cash payable to holders of the Company’s common stock would not exceed 20% of the aggregate amount of the dividend, or $0.10 per share, for all stockholders of record on April 22, 2020. The amount of the dividend represents a reduction from the Company’s first quarter dividend, and was paid in a combination of cash and shares of common stock to preserve liquidity in light of the impact and uncertainty arising out of the COVID-19 outbreak. On July 24, 2020, the Company declared a further reduced third quarter cash dividend of $0.15 per share of its common stock, which was paid in cash on September 8, 2020 to stockholders of record on August 19, 2020. On October 29, 2020, the Company declared a fourth quarter cash dividend of $0.15 per share of its common stock, which was paid on December 3, 2020 to stockholders of record on November 9, 2020. On January 28, 2021, the Company declared a first quarter cash dividend of $0.15 per share of its common stock, which will be paid on March 3, 2021 to stockholders of record on February 19, 2021. The dividend amount will be reviewed by the Board on a quarterly basis. See “Liquidity and Capital Resources” for a further discussion of the Company’s anticipated liquidity needs, and the measures taken by the Company to meet those needs. On December 31, 2020, the Company and its joint venture partner, Seritage Growth Properties (“Seritage”), entered into a distribution agreement. The joint venture owned nine properties, including the former Sears parcels at the South Plains Mall and the Arrowhead Towne Center. The joint venture distributed the former Sears parcel at South Plains Mall to the Company and the former Sears parcel at Arrowhead Towne Center to Seritage. The joint venture partners agreed that the distributed properties were of equal value. The Company now owns 100% of the former Sears parcel at South Plains Mall. Effective December 31, 2020, the Company consolidates its 100% interest in the Sears parcel at South Plains Mall in the Company’s consolidated financial statements (See Note 16 – Consolidated Joint Venture and Acquisitions of the Company’s Consolidated Financial Statements). | 10-K |
| 2020 | 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 Shopping Centers" or "Malls." Regional Shopping 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. "Strip centers", "urban villages" or "specialty centers" ("Community/Power Shopping Centers") are retail shopping centers that are designed to attract local or neighborhood customers and are typically anchored by one or more supermarkets, discount department stores and/or drug stores. Community/Power Shopping Centers typically contain 100,000 to 400,000 square feet of GLA. Outlet Centers generally contain a wide variety of designer and manufacturer stores, often located in an open-air center, and typically range in size from 200,000 to 850,000 square feet of GLA ("Outlet Centers"). In addition, freestanding retail stores are located along the perimeter of the shopping centers ("Freestanding Stores"). Mall Stores and Freestanding Stores over 10,000 square feet of GLA are also referred to as "Big Box." Anchors, Mall Stores, Freestanding Stores and other tenants typically contribute funds for the maintenance of the common areas, property taxes, insurance, advertising and other expenditures related to the operation of the shopping center. Regional Shopping Centers: A Regional Shopping 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 Shopping 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 Shopping Centers have generally provided owners with relatively stable income despite the cyclical nature of the retail business. This stability is due both to the diversity of tenants and to the typical dominance of Regional Shopping Centers in their trade areas. Regional Shopping 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. Anchors are located along common areas in a configuration designed to maximize consumer traffic for the benefit of the Mall Stores. Mall GLA, which generally refers to GLA contiguous to the Anchors for tenants other than Anchors, is leased to a wide variety of smaller retailers. Mall Stores typically account for the majority of the revenues of a Regional Shopping Center. | 10-K |
| 2020 | 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 Shopping Centers. Acquisitions. The Company principally focuses on well-located, quality Regional Shopping 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 such as Outlet Centers. The Company subsequently seeks to improve operating performance and returns from these properties through leasing, management and redevelopment. Since its initial public offering, the Company has acquired interests in shopping centers nationwide. 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. For this reason, the Company has developed a fully integrated real estate organization with in-house acquisition, accounting, development, finance, information technology, leasing, legal, marketing, property management and redevelopment expertise. In addition, the Company emphasizes a philosophy of decentralized property management, leasing and marketing performed by on-site professionals. The Company believes that this strategy results in the optimal operation, tenant mix and drawing power of each Center, as well as the ability to quickly respond to changing competitive conditions of the Center's trade area. The Company believes that on-site property managers can most effectively operate the Centers. Each Center's property manager is responsible for overseeing the operations, marketing, maintenance and security functions at the Center. Property managers focus special attention on controlling operating costs, a key element in the profitability of the Centers, and seek to develop strong relationships with, and be responsive to, the needs of retailers. 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. On a selective basis, the Company provides property management and leasing services for third parties. The Company currently manages one regional shopping center and two community centers for third party owners on a fee basis. Redevelopment. One of the major components 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 Shopping Centers, including by developing available land at the Regional Shopping Centers or by demolishing underperforming department store boxes and redeveloping the land. For this reason, the Company has built a staff of redevelopment professionals who have primary responsibility for identifying redevelopment opportunities that they believe will result in enhanced long-term financial returns and market position for the Centers. The redevelopment professionals oversee the design and construction of the projects in addition to obtaining required governmental approvals (See "Redevelopment and Development Activity" in Recent Developments). Development. The Company pursues ground-up development projects on a selective basis. The Company has supplemented its strong acquisition, operations and redevelopment skills with its ground-up development expertise to further increase growth opportunities (See "Redevelopment and Development Activity" in Recent Developments). The Centers: As of December 31, 2020, the Centers primarily included 47 Regional Shopping Centers and five Community/Power Shopping Centers totaling approximately 50 million square feet of GLA. These 52 Centers average approximately 900,000 square feet of GLA and range in size from 3.5 million square feet of GLA at Tysons Corner Center to 184,000 square feet of GLA at Boulevard Shops. As of December 31, 2020, the Centers primarily included 172 Anchors totaling approximately 23.1 million square feet of GLA and approximately 5,000 Mall Stores and Freestanding Stores totaling approximately 24.6 million square feet of GLA. 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. 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 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. 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. 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, online retail shopping, home shopping networks, catalogs, telemarketing and discount shopping clubs that could adversely affect the Company's revenues. In making leasing decisions, the Company believes that retailers consider the following material factors relating to a center: quality, design and location, including consumer demographics; rental rates; type and quality of Anchors and retailers at the center; and management and operational experience and strategy of the center. The Company believes it is able to compete effectively for retail tenants in its local markets based on these criteria in light of the overall size, quality and diversity of its Centers. Major Tenants: For the year ended December 31, 2020, 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. The following retailers (including their subsidiaries) represent the 10 largest tenants in the Centers based upon total rents in place as of December 31, 2020: Tenant Primary DBAs Number ofLocationsin thePortfolio % of TotalRents L Brands, Inc. Victoria's Secret, Bath and Body Works, PINK 88 2.7 % Best Buy Co., Inc. Best Buy 7 2.4 % H & M Hennes & Mauritz AB H & M 31 2.3 % Foot Locker, Inc. Champs Sports, Foot Locker, Kids Foot Locker, Lady Foot Locker, Foot Action, House of Hoops, and others 87 2.2 % Gap, Inc., The Athleta, Banana Republic, Gap, Gap Kids, Old Navy and others 50 1.8 % Signet Jewelers Jared Jewelry, Kay Jewelers, Piercing Pagoda, Zales 93 1.8 % Dick's Sporting Goods, Inc. Dick's Sporting Goods 16 1.5 % American Eagle Outfitters, Inc. American Eagle Outfitters, aerie 38 1.4 % Abercrombie & Fitch Abercrombie & Fitch, Hollister 46 1.1 % Apple Inc. Apple Store 19 1.0 % 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. The Company generally enters into leases for Mall Stores and Freestanding Stores that also require tenants to pay a stated amount for operating expenses, generally excluding property taxes, regardless of the expenses the Company actually incurs at any Center. However, certain leases for Mall Stores and Freestanding Stores contain provisions that only 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. Tenant space of 10,000 square feet and under in the Company's portfolio at December 31, 2020 comprises approximately 65% of all Mall Store and Freestanding Store space. The Company uses tenant spaces of 10,000 square feet and under for comparing rental rate activity because this space is more consistent in terms of shape and configuration and, as such, the Company is able to provide a meaningful comparison of rental rate activity for this space. Mall Store and Freestanding Store space greater than 10,000 square feet is inconsistent in size and configuration throughout the Company's portfolio and as a result does not lend itself to a meaningful comparison of rental rate activity with the Company's other space. 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. The following tables set forth the average base rent per square foot for the Centers, as of December 31 for each of the past five years: | 10-K |
| 2020 | Mall Stores and Freestanding Stores under 10,000 square feet: | For the Years Ended December 31, Avg. BaseRent PerSq. Ft.(1)(2) Avg. Base RentPer Sq. Ft. onLeases ExecutedDuring the Year(2)(3) Avg. Base RentPer Sq. Ft.on Leases ExpiringDuring the Year(2)(4) Consolidated Centers (at the Company's pro rata share): 2020 $ 59.63 $ 48.06 $ 52.60 2019 $ 58.76 $ 53.29 $ 53.20 2018 $ 56.82 $ 54.00 $ 49.07 2017 $ 55.08 $ 57.36 $ 49.61 2016 $ 53.51 $ 53.48 $ 44.77 Unconsolidated Joint Venture Centers (at the Company's pro rata share): 2020 $ 66.34 $ 57.23 $ 52.62 2019 $ 65.67 $ 73.05 $ 65.22 2018 $ 63.84 $ 66.95 $ 59.49 2017 $ 60.99 $ 63.50 $ 55.50 2016 $ 57.90 $ 64.78 $ 57.29 | 10-K |
| 2020 | Big Box and Anchors: | For the Years Ended December 31, Avg. BaseRent PerSq. Ft.(1)(2) Avg. Base RentPer Sq. Ft. onLeases ExecutedDuring the Year(2)(3) Number ofLeasesExecutedDuringthe Year Avg. Base RentPer Sq. Ft.on Leases ExpiringDuring the Year(2)(4) Number ofLeasesExpiringDuringthe Year Consolidated Centers (at the Company's pro rata share): 2020 $ 17.58 $ 24.14 8 $ 11.03 10 2019 $ 16.51 $ 15.47 24 $ 10.37 11 2018 $ 15.29 $ 14.03 23 $ 16.83 13 2017 $ 14.13 $ 18.19 24 $ 14.85 21 2016 $ 13.34 $ 22.23 20 $ 19.12 8 Unconsolidated Joint Venture Centers (at the Company's pro rata share): 2020 $ 17.18 $ 39.81 10 $ 27.31 15 2019 $ 17.20 $ 25.62 13 $ 19.28 8 2018 $ 17.40 $ 38.98 11 $ 38.20 7 2017 $ 16.87 $ 26.33 15 $ 33.25 8 2016 $ 15.76 $ 29.41 13 $ 28.00 1 _____________________ (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. (2)Centers under development and redevelopment are excluded from average base rents. As a result, the leases for Fashion District Philadelphia, Paradise Valley Mall and One Westside are excluded for the years ended December 31, 2020, 2019, 2018, 2017 and 2016. The leases for Broadway Plaza are excluded for the year ended December 31, 2016. The leases for Cascade Mall and Northgate Mall, which were sold on January 18, 2017, are excluded for the year ended December 31, 2016. (3)The average base rent per square foot on leases executed during the year represents the actual rent paid on a per square foot basis during the first twelve months of the lease. (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. Lease Expirations: The following tables show scheduled lease expirations for Centers owned as of December 31, 2020 for the next ten years, assuming that none of the tenants exercise renewal options: | 10-K |
| 2020 | Mall Stores and Freestanding Stores under 10,000 square feet: | Year Ending December 31, Number ofLeasesExpiring ApproximateGLA of LeasesExpiring(1) % of Total LeasedGLA Representedby ExpiringLeases(1) Ending Base Rentper Square Foot ofExpiring Leases(1) % of Base RentRepresentedby ExpiringLeases(1) Consolidated Centers (at the Company's pro rata share): 2021 350 717,103 17.56 % $ 58.22 15.60 % 2022 306 560,611 13.73 % $ 59.97 12.56 % 2023 245 499,025 12.22 % $ 57.83 10.78 % 2024 259 617,535 15.12 % $ 64.30 14.83 % 2025 179 394,918 9.67 % $ 72.43 10.69 % 2026 143 424,601 10.40 % $ 72.58 11.51 % 2027 99 232,786 5.70 % $ 78.82 6.85 % 2028 73 190,403 4.66 % $ 72.39 5.15 % 2029 85 236,816 5.80 % $ 78.36 6.93 % 2030 52 141,691 3.47 % $ 55.50 2.94 % Unconsolidated Joint Venture Centers (at the Company's pro rata share): 2021 237 281,218 13.80 % $ 64.71 12.02 % 2022 195 242,229 11.89 % $ 66.73 10.67 % 2023 167 245,538 12.05 % $ 62.98 10.21 % 2024 177 245,685 12.06 % $ 68.38 11.09 % 2025 146 212,207 10.41 % $ 75.93 10.64 % 2026 163 239,020 11.73 % $ 81.19 12.82 % 2027 111 166,288 8.16 % $ 87.84 9.65 % 2028 97 160,634 7.88 % $ 90.27 9.58 % 2029 78 103,595 5.08 % $ 77.70 5.32 % 2030 62 87,392 4.29 % $ 97.00 5.60 % | 10-K |
| 2020 | Big Boxes and Anchors: | Year Ending December 31, Number ofLeasesExpiring ApproximateGLA of LeasesExpiring(1) % of Total LeasedGLA Representedby ExpiringLeases(1) Ending Base Rentper Square Foot ofExpiring Leases(1) % of Base RentRepresentedby ExpiringLeases(1) Consolidated Centers (at the Company's pro rata share): 2021 15 472,027 5.61 % $ 8.57 2.60 % 2022 24 864,408 10.27 % $ 28.08 15.61 % 2023 30 930,144 11.05 % $ 14.33 8.57 % 2024 28 834,311 9.92 % $ 21.71 11.65 % 2025 26 968,957 11.52 % $ 13.90 8.66 % 2026 18 858,576 10.20 % $ 13.75 7.59 % 2027 21 671,931 7.99 % $ 26.93 11.64 % 2028 17 841,231 10.00 % $ 16.70 9.04 % 2029 6 90,287 1.07 % $ 20.56 1.19 % 2030 8 225,648 2.68 % $ 23.63 3.43 % Unconsolidated Joint Venture Centers (at the Company's pro rata share): 2021 15 131,491 2.97 % $ 37.45 6.10 % 2022 18 490,870 11.09 % $ 13.38 8.14 % 2023 23 297,964 6.73 % $ 24.65 9.10 % 2024 21 308,494 6.97 % $ 36.24 13.85 % 2025 23 804,531 18.18 % $ 11.16 11.13 % 2026 18 312,864 7.07 % $ 30.63 11.87 % 2027 12 285,988 6.46 % $ 19.44 6.89 % 2028 11 355,114 8.02 % $ 15.95 7.02 % 2029 12 332,419 7.51 % $ 17.45 7.19 % 2030 9 425,437 9.61 % $ 11.06 5.83 % _______________________________________________________________________________ (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. Currently, 22% of leases have provisions for future consumer price index increases that are not reflected in ending base rent. The leases for Centers currently under development and redevelopment are excluded from this table. Anchors: Anchors have traditionally been a major factor in the public's identification with Regional Shopping Centers. Anchors are generally department stores whose merchandise appeals to a broad range of shoppers. Although the Centers receive a smaller percentage of their operating income from Anchors than from Mall Stores and Freestanding Stores, strong Anchors play an important part in maintaining customer traffic and making the Centers desirable locations for Mall Store and Freestanding Store tenants. Anchors either own their stores, the land under them and in some cases adjacent parking areas, or enter into long-term leases with an owner at rates that are lower than the rents charged to tenants of Mall Stores and Freestanding Stores. Each Anchor that owns its own store and certain Anchors that lease their stores enter into reciprocal easement agreements with the owner of the Center covering, among other things, operational matters, initial construction and future expansion. Anchors accounted for approximately 6.9% of the Company's total rents for the year ended December 31, 2020. 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, 2020. Name Number ofAnchorStores GLA Ownedby Anchor GLA Leasedby Anchor Total GLAOccupied byAnchor Macy's Inc.(1) Macy's 36 4,698,000 1,931,000 6,629,000 Bloomingdale's 2 — 355,000 355,000 38 4,698,000 2,286,000 6,984,000 JCPenney 25 1,641,000 2,107,000 3,748,000 Dillard's(2) 13 2,107,000 257,000 2,364,000 Nordstrom(3) 9 267,000 1,339,000 1,606,000 Dick's Sporting Goods 16 — 1,048,000 1,048,000 Target 4 304,000 273,000 577,000 Forever 21 5 — 469,000 469,000 Home Depot 3 — 395,000 395,000 Burlington 4 187,000 140,000 327,000 Costco 2 — 321,000 321,000 Sears(4) 2 — 288,000 288,000 Primark(5) 4 — 251,000 251,000 Neiman Marcus(6) 2 — 188,000 188,000 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 Belk 2 — 139,000 139,000 BJ's Wholesale Club 1 — 123,000 123,000 Lowe's 1 — 114,000 114,000 Hudson Bay Company Saks Fifth Avenue 1 — 92,000 92,000 Kohl's 1 — 84,000 84,000 Mercado de los Cielos 1 — 78,000 78,000 L.L. Bean 1 — 75,000 75,000 Best Buy 1 66,000 — 66,000 Des Moines Area Community College 1 64,000 — 64,000 Vacant Anchors(7) 28 472,000 2,390,000 2,862,000 170 9,993,000 12,956,000 22,949,000 Anchors at Centers not owned by the Company(8): Kohl's 1 — 83,000 83,000 Vacant Anchor(7) 1 — 79,000 79,000 Total 172 9,993,000 13,118,000 23,111,000 _______________________________ (1)Macy’s announced plans to close their Macy’s store at Paradise Valley Mall and their Bloomingdale’s store at Santa Monica Place in 2021. The Company is actively seeking replacement tenants or evaluating redevelopment opportunities for these two locations. (2)Dillard’s has announced plans to close their store at Paradise Valley Mall. The Company is actively evaluating redevelopment opportunities for this location. (3)Nordstrom has announced plans to open a 116,000 square foot store at Country Club Plaza in 2023. (4)Sears has announced plans to close their store at Green Acres Mall in April 2021. The Company is actively evaluating redevelopment opportunities for this location. (5)Primark has announced plans to open a 47,000 square foot store at Fashion District Philadelphia in Fall 2021. (6)Neiman Marcus closed their store at Broadway Plaza in January 2021. The joint venture is actively seeking a replacement tenant. (7)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 continues to collect rent under the terms of an agreement regarding four of these vacant Anchors. (8)The Company owns an office building and five stores located at shopping centers not owned by the Company. Of these five stores, one has been leased to Kohl's, one is vacant and three have been leased for non-Anchor usage. | 10-K |
| 2020 | 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. The Company incurs costs to monitor, and takes actions to comply with, governmental regulations that are applicable to its business, which include, among others, federal securities laws and regulations, applicable stock exchange requirements, REIT and other tax laws and regulations, environmental and health and safety laws and regulations, local zoning, usage and other regulations relating to real property, the Americans with Disabilities Act of 1990 and related laws and regulations. See “Item 1A – Risk Factors” for a discussion of material risks to the Company, including, to the extent material, to its competitive position, relating to governmental regulations, and see “Item 7. 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. | 10-K |
| 2020 | Insurance | Each of the Centers has comprehensive liability, fire, extended coverage and rental loss insurance with insured limits customarily carried for similar properties. The Company does not insure certain types of losses (such as losses from wars), because they are either uninsurable or not economically insurable. In addition, while the Company or the relevant joint venture, as applicable, carry specific earthquake insurance on the Centers located in California, the policies are subject to a deductible equal to 5% of the total insured value of each Center, a $133,900 per occurrence minimum and a combined annual aggregate loss limit of $100 million on these Centers. The Company or the relevant joint venture, as applicable, carry specific earthquake insurance on the Centers located in the Pacific Northwest and in the New Madrid Seismic Zone. However, the policies are subject to a deductible equal to 2% of the total insured value of each Center, a $102,700 per occurrence minimum and a combined annual aggregate loss limit of $100 million on these Centers. 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 $1.0 billion. 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. 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. | 10-K |
| 2020 | Qualification as a Real Estate Investment Trust | The Company elected to be taxed as a REIT under the Internal Revenue Code of 1986, as amended (the "Code"), commencing with its first taxable year ended December 31, 1994, and intends to conduct its operations so as to continue to qualify as a REIT under the Code. As a REIT, the Company generally will not be subject to federal and state income taxes on its net taxable income that it currently distributes to stockholders. Qualification and taxation as a REIT depends on the Company's ability to meet certain dividend distribution tests, share ownership requirements and various qualification tests prescribed in the Code. | 10-K |
| 2020 | Employees and Human Capital | As of December 31, 2020, the Company had approximately 670 employees, of which 659 were full-time and 11 were part-time. The Company believes that relations with its employees are good. 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’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: 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. 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 Americans with Disabilities Act. 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. As of December 31, 2020, approximately 58% and 26% of the Company’s employees were female and non-white, respectively. In 2020, the Company launched the Diversity, Recognition, Enrichment, and Awareness at Macerich (DREAM) initiative. The DREAM initiative represents the Company’s diversity steering committee, channeling efforts into three focus areas: training and advocacy, communication, and education and programming. Employee Compensation and Benefits: The Company maintains cash- and equity-based compensation programs designed to attract, retain and motivate its employees. 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; •paid time off for volunteer efforts; and •paid time off for employees to bond with a new child. 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. In 2020, the Company launched its first-ever diversity, equity and inclusion (“DE&I”) training module designed to broaden employee understanding of DE&I and how embracing of diversity furthers organizational goals. The Company believes these training and development opportunities support workforce retention. The average tenure of the Company’s employees is approximately 13 years and that of the Company’s senior management is 21 years. In 2020, the Company’s workforce turnover rate was 13%, which includes all employees. 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. This commitment became supremely important in 2020 as a result of the unique challenges posed by the COVID-19 pandemic. The Company continues to work with all stakeholders to mitigate the pandemic’s impact. The Company has developed and implemented a long list of operational protocols at each of its Centers and its offices that meet or exceed recommendations from the Centers for Disease Control and Prevention and are designed to ensure the safety of its employees, tenants, service providers and shoppers. 11 of the Company’s properties achieved SafeGuard certification from Bureau Veritas, an internationally recognized testing and certification board. This program is considered to be the gold standard audit for disinfection, cleaning and COVID-19 safety protocols, and the Company is proceeding with the same certification portfolio-wide in 2021. See “Item 7. Management’s Discussion And Analysis of Financial Condition And Results of Operations—Management’s Overview and Summary—Other Transactions and Events.” | 10-K |
| 2020 | 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. As a result of the above, earnings are generally higher in the fourth quarter. | 10-K |
| 2020 | Sustainability | A recognized leader in sustainability, the Company has achieved the #1 Global Real Estate Sustainability Benchmark (GRESB) ranking in the North American Retail Sector for six straight years 2015 – 2020. Additional information about the Company’s Environmental, Social and Governance programs can be obtained from the Company's website at www.macerich.com. Information provided on the Company's website is not incorporated by reference into this Form 10-K. | 10-K |
| 2020 | Available Information; Website Disclosure; Corporate Governance Documents | The Company's corporate website address is www.macerich.com. The Company makes available free-of-charge through this website its reports on Forms 10-K, 10-Q and 8-K and all amendments thereto, as soon as reasonably practicable after the reports have been filed with, or furnished to, the SEC. These reports are available under the heading "Investors—Financial Information—SEC Filings", through a free hyperlink to a third-party service. Information provided on the Company's website is not incorporated by reference into this Form 10-K. 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 | 10-K |
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