The Macerich Company (NYSE:MAC) Q2 2023 Earnings Conference Call August 8, 2023 1:00 PM ET Company Participants Samantha Greening - Investor Relations Tom O’Hern - Chief Executive Officer Scott Kingsmore - Senior Executive Vice President and Chief Financial Officer Doug Healey - Senior Executive Vice President, Leasing Conference Call Participants Viktor Fediv - Scotiabank Lizzy Doykan - Bank of America Sanket Agrawal - Evercore Floris van Dijkum - Compass Point Linda Tsai - Jefferies Alexander Goldfarb - P ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___________ to ___________ Commission File No.: 1-12504 THE MACERICH COMPANY (Exact name of registrant as specified in its charter) Maryland 95-4448705 (State or other juri ...

Real Estate Operations - As of December 31, 2022, the company operated 44 Regional Town Centers totaling approximately 47 million square feet of GLA, with an average size of 925,000 square feet per center[42]. - The company's long-term strategy includes a focus on the acquisition, leasing, management, redevelopment, and development of Regional Town Centers[34]. - The company has a fully integrated real estate organization with in-house expertise across various disciplines, enhancing operational efficiency and tenant relations[36]. - The company actively pursues redevelopment opportunities to enhance long-term financial returns and market position for its centers[40]. - The company managed one regional town center and two community centers for third-party owners on a fee basis, indicating a selective approach to property management services[39]. - The company emphasizes decentralized property management, allowing on-site professionals to respond quickly to market changes and tenant needs[37]. Rental Income and Leasing - For the year ended December 31, 2022, approximately 73% of total rents were derived from Mall Stores and Freestanding Stores under 10,000 square feet, while 27% came from Big Box and Anchor tenants[45]. - The average base rent per square foot for Mall Stores and Freestanding Stores under 10,000 square feet in consolidated centers was $60.72 in 2022, an increase from $59.86 in 2021[52]. - Average base rent per square foot for consolidated centers decreased from $17.26 in 2021 to $15.95 in 2022, a decline of 7.6%[53]. - For the year ending December 31, 2023, 343 leases are expiring, representing 18.19% of total leased GLA with an ending base rent of $51.43 per square foot[56]. - The average base rent per square foot on leases expiring in 2023 for consolidated centers is $29.67, representing 5.16% of total base rent[57]. - The average base rent per square foot on leases executed during 2022 was $22.68 for consolidated centers, a decrease from $12.64 in 2021[53]. - Anchors accounted for approximately 6.5% of the Company's total rents for the year ended December 31, 2022[60]. - The Company has 162 anchor stores with a total GLA of 21,570,000 square feet, including 9,228,000 square feet owned and 12,342,000 square feet leased[62]. - The Company is actively seeking replacement tenants for vacant anchor sites and is considering redevelopment opportunities[63]. - For unconsolidated joint venture centers, the average base rent per square foot on leases expiring in 2023 is $57.44, representing 13.83% of total base rent[56]. Financial Performance and Debt - The Company's total consolidated long-term debt as of December 31, 2022, is $4.43 billion, with a fair value of $4.07 billion[317]. - Fixed rate debt constitutes $3.72 billion of the total consolidated debt, with an average interest rate of 4.01%[320]. - Floating rate debt amounts to $700.75 million, with an average interest rate of 6.53%[320]. - A 1% increase in interest rates is projected to decrease future earnings and cash flows by approximately $7.9 million per year based on $791.4 million of floating rate debt outstanding[324]. - The Company's pro rata share of unconsolidated joint venture centers' total fixed rate debt is $2.74 billion, with an average interest rate of 4.46%[321]. - The Company closed a $370 million refinance of loans encumbering Green Acres Mall and Green Acres Commons on January 3, 2023[318]. - The joint venture in Scottsdale Fashion Square plans to replace a $406 million mortgage loan with a $700 million fixed rate loan[319]. - The average interest rate on fixed rate debt for unconsolidated joint ventures decreased from 4.46% in 2021 to 4.01% in 2022[322]. - The Company has interest rate cap agreements in place to manage floating rate exposure, which limits the maximum rate on these loans[323]. - The transition from LIBOR to SOFR is expected to have minimal impact on the Company's borrowing costs, with existing agreements allowing for the replacement of LIBOR[326]. Employee and Workforce - As of December 31, 2022, the Company had approximately 651 employees, with 650 being full-time and one part-time[78]. - Approximately 59% of the Company's employees identified as female, and about 30% belonged to an underrepresented group[79]. - The Company experienced a workforce turnover rate of 14% in 2022, with an average employee tenure of approximately 11.6 years[81]. - The Company offers a strong benefits package to full-time employees, including retirement savings plans and various insurance coverages[80]. Corporate Social Responsibility and Compliance - The Company achieved the 1 GRESB ranking in the North American Retail Sector for eight consecutive years from 2015 to 2022[84]. - The Company has implemented operational protocols to ensure health and safety, achieving SafeGuard certification from Bureau Veritas for all retail properties[82]. - The Company is committed to diversity and inclusion, with policies that comply with federal, state, and local labor laws[79]. - The Company incurred costs to comply with various governmental regulations, impacting capital expenditures and competitive position[64]. Market Trends - The shopping center industry is seasonal, with higher earnings typically observed in the fourth quarter due to increased retailer occupancy and retail sales during the holiday season[83].

Financial Data and Key Metrics Changes - FFO per share for Q4 2022 was $0.53, consistent with Q4 2021, while the full year FFO was $1.96, exceeding Street consensus by approximately $0.03 [88][110] - Same-center NOI growth for Q4 2022 was 2% compared to Q4 2021, with a full year increase of 7.5% [113] - Occupancy at the end of 2022 was 92.6%, a 110 basis point improvement from Q4 2021 [84] Business Line Data and Key Metrics Changes - The company executed 261 leases for 900,000 square feet in Q4 2022, totaling 974 leases for 3.8 million square feet for the full year [121] - Average sales per square foot for tenants under 10,000 square feet was $869, a 7% increase over 2021 [83] - Trailing 12-month leasing spreads remained positive at 4% as of December 31, 2022, down from 6.6% last quarter [94] Market Data and Key Metrics Changes - Retail sales for 2022 were up nearly 3% compared to 2021, with Q4 sales flat versus Q4 2021 [93][108] - The company expects to see a significant increase in occupancy, targeting between 93.5% and 94% by the end of 2023 [134] Company Strategy and Development Direction - The company is focusing on redevelopment and repositioning of its centers, including mixed-use projects and luxury brand additions [65][111] - The Arte Museum at Santa Monica Place is expected to attract 1 million visitors annually, enhancing the property’s appeal [86] Management's Comments on Operating Environment and Future Outlook - Management noted strong retailer demand and minimal pullback from retailers despite macroeconomic uncertainties [98] - The company anticipates a healthy operating cash flow of approximately $315 million before dividends for 2023 [66] Other Important Information - The company expects bad debts to remain normal, with low incidents of bankruptcies and a significant drop in lease termination income from $25 million in 2022 to an estimated $10 million in 2023 [68] - The company is experiencing a competitive leasing environment, which is expected to drive rates up [30] Q&A Session All Questions and Answers Question: What bad debt assumptions did you forecast in guidance given the macro backdrop? - Management indicated a very healthy retailer community, with many retailers being long-term and opportunistic in securing prime real estate [126] Question: Are you seeing any shifts given the macro uncertainty in leasing and rent negotiations? - Management noted that retailers are still pushing through with expansion projects and that leasing negotiations are progressing positively [153] Question: What is the land sales expectation built into 2023? - Management did not provide specific figures but indicated that leasing activity remains robust [154]

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___________ to ___________ Commission File No.: 1-12504 THE MACERICH COMPANY (Exact name of registrant as specified in its charter) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q | Part I | Financial Information | | ...

The Macerich Company (NYSE:MAC) Q3 2022 Earnings Conference Call November 3, 2022 1:00 PM ET Company Participants Samantha Greening - Director of IR Scott Kingsmore - SEVP and CFO Doug Healey - SEVP of Leasing Conference Call Participants Greg McGinniss - Scotiabank Derek Johnston - Deutsche Bank Craig Schmidt - Bank of America Merrill Lynch Samir Khanal - Evercore Floris Van Dijkum - Compass Point Linda Tsai - Jefferies Connor Mitchell - Piper Sandler Michael Mueller - JPMorgan Craig Mailman - Citi Ronald ...

[Part I. Financial Information](index=3&type=section&id=Part%20I%20Financial%20Information) [Item 1. Financial Statements (Unaudited)](index=3&type=section&id=Item%201.%20Financial%20Statements%20(Unaudited)) The unaudited consolidated financial statements detail the company's financial position, performance, and cash flows [Consolidated Balance Sheets](index=3&type=section&id=Consolidated%20Balance%20Sheets) Consolidated Balance Sheet Highlights (in thousands) | Metric | June 30, 2022 | December 31, 2021 | Change | | :----------------------------- | :----------------------------- | :----------------------------- | :----- | | Total assets | $8,114,386 | $8,345,655 | -2.77% | | Total liabilities | $5,057,993 | $5,169,506 | -2.16% | | Total equity | $3,056,393 | $3,176,149 | -3.77% | | Property, net | $6,175,685 | $6,284,206 | -1.73% | | Mortgage notes payable | $4,361,131 | $4,423,554 | -1.41% | [Consolidated Statements of Operations](index=4&type=section&id=Consolidated%20Statements%20of%20Operations) Consolidated Statements of Operations Highlights (in thousands) | Metric | 3 Months Ended June 30, 2022 | 3 Months Ended June 30, 2021 | YoY Change | 6 Months Ended June 30, 2022 | 6 Months Ended June 30, 2021 | YoY Change | | :----------------------------------- | :--------------------------- | :--------------------------- | :--------- | :--------------------------- | :--------------------------- | :--------- | | Total revenues | $204,091 | $215,473 | -5.28% | $420,235 | $405,897 | 3.53% | | Total expenses | $227,710 | $228,536 | -0.36% | $456,765 | $465,079 | -1.79% | | Net loss | $(17,687) | $(4,062) | 335.44% | $(55,041) | $(71,792) | -23.33% | | Net loss attributable to the Company | $(15,384) | $(11,765) | 30.77% | $(52,566) | $(75,369) | -30.26% | | Basic EPS | $(0.07) | $(0.06) | 16.67% | $(0.25) | $(0.42) | -40.48% | [Consolidated Statements of Comprehensive Loss](index=5&type=section&id=Consolidated%20Statements%20of%20Comprehensive%20Loss) Consolidated Statements of Comprehensive Loss Highlights (in thousands) | Metric | 3 Months Ended June 30, 2022 | 3 Months Ended June 30, 2021 | YoY Change | 6 Months Ended June 30, 2022 | 6 Months Ended June 30, 2021 | YoY Change | | :----------------------------------------- | :--------------------------- | :--------------------------- | :--------- | :--------------------------- | :--------------------------- | :--------- | | Net loss | $(17,687) | $(4,062) | 335.44% | $(55,041) | $(71,792) | -23.33% | | Other comprehensive income: Interest rate cap/swap agreements | $9 | $2,739 | -99.67% | $40 | $5,433 | -99.26% | | Comprehensive loss | $(17,678) | $(1,323) | 1236.13% | $(55,001) | $(66,359) | -17.11% | | Comprehensive loss attributable to the Company | $(15,375) | $(9,026) | 70.34% | $(52,526) | $(69,936) | -24.90% | [Consolidated Statements of Equity](index=6&type=section&id=Consolidated%20Statements%20of%20Equity) Consolidated Statements of Equity Highlights (in thousands) | Metric | June 30, 2022 | December 31, 2021 | Change | | :------------------------- | :------------ | :---------------- | :----- | | Total stockholders' equity | $2,941,474 | $3,046,867 | -3.46% | | Total equity | $3,056,393 | $3,176,149 | -3.77% | - Net loss attributable to the Company for the six months ended June 30, 2022, was **$(52,566) thousand**[18](index=18&type=chunk) - Distributions paid for the six months ended June 30, 2022, were **$(64,531) thousand**[18](index=18&type=chunk) - Additional paid-in capital increased by **$11,661 thousand** for the six months ended June 30, 2022, primarily due to amortization of share and unit-based plans and employee stock purchases[18](index=18&type=chunk) [Consolidated Statements of Cash Flows](index=8&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) Consolidated Statements of Cash Flows Highlights (in thousands) | Metric | 6 Months Ended June 30, 2022 | 6 Months Ended June 30, 2021 | YoY Change | | :---------------------------------------- | :--------------------------- | :--------------------------- | :--------- | | Net cash provided by operating activities | $115,422 | $113,027 | 2.12% | | Net cash provided by investing activities | $51,117 | $104,941 | -51.29% | | Net cash used in financing activities | $(175,066) | $(437,301) | -59.96% | | Net decrease in cash, cash equivalents and restricted cash | $(8,527) | $(219,333) | -96.11% | | Cash, cash equivalents and restricted cash, end of period | $158,444 | $263,326 | -39.83% | [Notes to Consolidated Financial Statements](index=10&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) [Note 1. Organization](index=10&type=section&id=Note%201.%20Organization) - The Company is a Real Estate Investment Trust (REIT) involved in the acquisition, ownership, development, redevelopment, management, and leasing of regional town centers and community/power shopping centers in the United States[25](index=25&type=chunk) - As of June 30, 2022, the Company held a **96% ownership interest** in The Macerich Partnership, L.P. (the "Operating Partnership")[26](index=26&type=chunk) - Property management, leasing, and redevelopment services are provided by the Company's seven management companies (the "Management Companies")[27](index=27&type=chunk) [Note 2. Summary of Significant Accounting Policies](index=10&type=section&id=Note%202.%20Summary%20of%20Significant%20Accounting%20Policies) - The Company's sole significant asset is its investment in the Operating Partnership, which includes investments in consolidated variable interest entities (VIEs) like Fashion District Philadelphia and SanTan Village Regional Center[29](index=29&type=chunk) - The Company elected to apply the lease modification accounting framework to COVID-19 related lease concessions that include rent abatement[33](index=33&type=chunk) Consolidated VIEs Assets and Liabilities (in thousands) | Metric | June 30, 2022 | December 31, 2021 | | :----------- | :------------ | :---------------- | | Total assets | $533,263 | $542,649 | | Total liabilities | $470,052 | $470,872 | [Note 3. Earnings Per Share ("EPS")](index=12&type=section&id=Note%203.%20Earnings%20Per%20Share%20(%22EPS%22)) EPS Reconciliation (in thousands, except per share amounts) | Metric | 3 Months Ended June 30, 2022 | 3 Months Ended June 30, 2021 | 6 Months Ended June 30, 2022 | 6 Months Ended June 30, 2021 | | :------------------------------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Net loss attributable to common stockholders | $(15,593) | $(11,979) | $(52,997) | $(75,798) | | Weighted average common shares outstanding | 214,990 | 205,757 | 214,905 | 182,299 | | Basic and Diluted EPS | $(0.07) | $(0.06) | $(0.25) | $(0.42) | - Diluted EPS excludes convertible preferred partnership units and Operating Partnership units (OP Units) due to their **antidilutive impact**[35](index=35&type=chunk) [Note 4. Investments in Unconsolidated Joint Ventures](index=12&type=section&id=Note%204.%20Investments%20in%20Unconsolidated%20Joint%20Ventures) - The Company's share of an impairment loss from its joint venture with Seritage Growth Properties (MS Portfolio LLC) was **$30,426 thousand** for the six months ended June 30, 2022[42](index=42&type=chunk) - FlatIron Crossing joint venture replaced a $197,011 thousand loan with a new **$175,000 thousand loan** at SOFR plus 3.70%, maturing February 9, 2025, with an interest rate cap at 4.0% SOFR through February 15, 2024[40](index=40&type=chunk) - The Shops at Atlas Park joint venture replaced an existing loan with a new **$65,000 thousand loan** at LIBOR plus 4.15%, maturing November 9, 2026, with an interest rate cap at 3.0% LIBOR through November 7, 2023[37](index=37&type=chunk) - Company's equity in net loss of unconsolidated joint ventures for the six months ended June 30, 2022, was **$(22,744) thousand**, compared to a net income of $21,945 thousand in the prior year[51](index=51&type=chunk) [Note 5. Derivative Instruments and Hedging Activities](index=16&type=section&id=Note%205.%20Derivative%20Instruments%20and%20Hedging%20Activities) - The Company recorded other comprehensive income related to marking-to-market derivative instruments of **$9 thousand** for the three months ended June 30, 2022, and **$40 thousand** for the six months ended June 30, 2022[52](index=52&type=chunk) - The fair value of derivatives is determined using discounted cash flow analysis (Level 2 measurement), incorporating credit valuation adjustments[53](index=53&type=chunk)[54](index=54&type=chunk) Derivative Outstanding at June 30, 2022 (in thousands) | Property | Notional Amount | Product | LIBOR Rate | Maturity | Fair Value June 30, 2022 | | :---------------- | :-------------- | :------ | :--------- | :--------- | :----------------------- | | Santa Monica Place | $300,000 | Cap | 4.00 % | 12/9/2022 | $29 | [Note 6. Property, net](index=16&type=section&id=Note%206.%20Property,%20net) Property, net (in thousands) | Metric | June 30, 2022 | December 31, 2021 | Change | | :------------------------- | :------------ | :---------------- | :----- | | Property, net | $6,175,685 | $6,284,206 | -1.73% | | Land | $1,432,149 | $1,441,858 | -0.67% | | Buildings and improvements | $6,343,434 | $6,306,764 | 0.58% | | Accumulated depreciation | $(2,678,084) | $(2,563,344) | 4.48% | (Loss) gain on sale or write-down of assets, net (in thousands) | Metric | 3 Months Ended June 30, 2022 | 3 Months Ended June 30, 2021 | 6 Months Ended June 30, 2022 | 6 Months Ended June 30, 2021 | | :----------------------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | (Loss) gain on sale or write-down of assets, net | $(1,091) | $(3,927) | $5,362 | $(25,210) | - The six months ended June 30, 2022, included an impairment loss of **$5,492 thousand** related to the Company's investment in MS Portfolio LLC[58](index=58&type=chunk) [Note 7. Tenant and Other Receivables, net](index=17&type=section&id=Note%207.%20Tenant%20and%20Other%20Receivables,%20net) Tenant and Other Receivables, net (in thousands) | Metric | June 30, 2022 | December 31, 2021 | Change | | :----------------------------- | :------------ | :---------------- | :----- | | Tenant and other receivables, net | $162,310 | $211,361 | -23.11% | | Allowance for doubtful accounts | $12,286 | $14,917 | -17.51% | | Accrued percentage rents | $3,066 | $19,907 | -84.59% | | Deferred rent receivable | $108,398 | $110,969 | -2.32% | [Note 8. Leases](index=17&type=section&id=Note%208.%20Leases) - Future undiscounted rental payments to the Company total **$1,777,731 thousand**[65](index=65&type=chunk) Leasing Revenue and Costs (in thousands) | Metric | 3 Months Ended June 30, 2022 | 3 Months Ended June 30, 2021 | 6 Months Ended June 30, 2022 | 6 Months Ended June 30, 2021 | | :-------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Total Leasing revenue | $188,590 | $196,987 | $392,002 | $376,522 | | Operating lease costs | $3,775 | $3,814 | $7,550 | $7,629 | Total Lease Liabilities (Lessee) at June 30, 2022 (in thousands) | Lease Type | Total Lease Liabilities | | :--------------- | :---------------------- | | Operating Leases | $85,045 | | Finance Leases | $13,381 | [Note 9. Deferred Charges and Other Assets, net](index=19&type=section&id=Note%209.%20Deferred%20Charges%20and%20Other%20Assets,%20net) Deferred Charges and Other Assets, net (in thousands) | Metric | June 30, 2022 | December 31, 2021 | Change | | :------------------------------------ | :------------ | :---------------- | :----- | | Deferred charges and other assets, net | $238,847 | $254,908 | -6.30% | | Leasing | $112,492 | $134,887 | -16.59% | | Deferred compensation plan assets | $55,245 | $68,807 | -19.71% | | Below-Market Leases (Original allocated value) | $96,054 | $99,332 | -3.29% | [Note 10. Mortgage Notes Payable](index=20&type=section&id=Note%2010.%20Mortgage%20Notes%20Payable) - The Company expects to refinance, restructure, extend, or pay off all loan maturities during the next twelve months using its line of credit or cash on hand[77](index=77&type=chunk) - Interest expense capitalized was **$4,292 thousand** for the six months ended June 30, 2022, up from $3,709 thousand in 2021[78](index=78&type=chunk) Mortgage Notes Payable (in thousands) | Metric | June 30, 2022 | December 31, 2021 | Change | | :--------------------- | :------------ | :---------------- | :----- | | Mortgage notes payable | $4,361,131 | $4,423,554 | -1.41% | | Estimated fair value | $4,025,925 | $4,261,429 | -5.53% | [Note 11. Bank and Other Notes Payable](index=21&type=section&id=Note%2011.%20Bank%20and%20Other%20Notes%20Payable) - The Company has a **$700,000 thousand credit facility**, including a $525,000 thousand revolving loan facility (matures April 14, 2023) and a $175,000 thousand term loan facility (matures April 14, 2024, but was paid off in September 2021)[80](index=80&type=chunk)[82](index=82&type=chunk) - As of June 30, 2022, borrowings under the revolving loan facility were **$86,000 thousand**, with **$438,719 thousand available** for additional borrowings[82](index=82&type=chunk) - The borrowing rate on the credit facility was **LIBOR plus 2.25%** as of June 30, 2022[82](index=82&type=chunk) - The Company was in **compliance with all financial loan covenants** as of June 30, 2022[83](index=83&type=chunk) [Note 12. Financing Arrangement](index=22&type=section&id=Note%2012.%20Financing%20Arrangement) - The Company's 49.9% interest in Chandler Fashion Center and Freehold Raceway Mall (Chandler Freehold) is accounted for as a **financing arrangement**[84](index=84&type=chunk) - The fair value of the financing arrangement obligation is a **Level 3 measurement**, sensitive to unobservable inputs like terminal capitalization rate (5.75%), discount rate (7.75% at June 30, 2022), and market rents[84](index=84&type=chunk) Interest Expense from Financing Arrangement (in thousands) | Metric | 3 Months Ended June 30, 2022 | 3 Months Ended June 30, 2021 | 6 Months Ended June 30, 2022 | 6 Months Ended June 30, 2021 | | :---------------------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Total interest expense from financing arrangement | $8,892 | $2,954 | $16,895 | $4,273 | [Note 13. Noncontrolling Interests](index=22&type=section&id=Note%2013.%20Noncontrolling%20Interests) - The Company had a **96% ownership interest** in the Operating Partnership as of June 30, 2022[86](index=86&type=chunk) - OP Units may be redeemed for shares of stock or cash at the Company's option, with the redemption value based on the average closing price of common stock[86](index=86&type=chunk) Aggregate Redemption Value of OP Units (in thousands) | Date | Redemption Value | | :------------- | :--------------- | | June 30, 2022 | $78,019 | | December 31, 2021 | $147,259 | [Note 14. Stockholders' Equity](index=23&type=section&id=Note%2014.%20Stockholders'%20Equity) - As of June 30, 2022, approximately **$151,699 thousand remained available** to be sold under the March 2021 ATM Program[92](index=92&type=chunk) - **No shares of common stock were issued** under the March 2021 ATM Program during the six months ended June 30, 2022[92](index=92&type=chunk) - The Company's Board of Directors authorized a stock buyback program of up to **$500,000 thousand** in February 2017, but no repurchases were made during the six months ended June 30, 2022 or 2021[94](index=94&type=chunk)[95](index=95&type=chunk) [Note 15. Dispositions](index=23&type=section&id=Note%2015.%20Dispositions) - On March 29, 2021, Paradise Valley Mall was sold for **$100,000 thousand**, resulting in a gain of $5,563 thousand[96](index=96&type=chunk) - On September 17, 2021, Tucson La Encantada was sold for **$165,250 thousand**, resulting in a gain of approximately $117,242 thousand[97](index=97&type=chunk) - For the six months ended June 30, 2022, the Company sold various land parcels, resulting in gains of **$15,147 thousand**[99](index=99&type=chunk) [Note 16. Commitments and Contingencies](index=24&type=section&id=Note%2016.%20Commitments%20and%20Contingencies) - As of June 30, 2022, the Company was contingently liable for **$40,997 thousand** in letters of credit, with $40,680 thousand secured by restricted cash[100](index=100&type=chunk) - Outstanding obligations under construction agreements totaled **$6,443 thousand** at June 30, 2022, expected to be settled within the next twelve months[101](index=101&type=chunk) [Note 17. Related Party Transactions](index=24&type=section&id=Note%2017.%20Related%20Party%20Transactions) - Due from affiliates was **$3,209 thousand** at June 30, 2022, representing unreimbursed costs and fees from unconsolidated joint ventures[105](index=105&type=chunk) Fees Charged to Unconsolidated Joint Ventures (in thousands) | Metric | 3 Months Ended June 30, 2022 | 3 Months Ended June 30, 2021 | 6 Months Ended June 30, 2022 | 6 Months Ended June 30, 2021 | | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Management fees | $4,682 | $3,986 | $9,043 | $7,803 | | Development and leasing fees | $2,108 | $1,555 | $3,491 | $2,985 | Interest Expense from Related Party Transactions (in thousands) | Metric | 3 Months Ended June 30, 2022 | 3 Months Ended June 30, 2021 | 6 Months Ended June 30, 2022 | 6 Months Ended June 30, 2021 | | :---------------------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Interest expense from related party transactions | $8,892 | $2,954 | $16,895 | $4,273 | [Note 18. Share and Unit-Based Plans](index=24&type=section&id=Note%2018.%20Share%20and%20Unit-Based%20Plans) - During the six months ended June 30, 2022, the Company granted **1,092,698 LTI Units** (376,153 service-based and 716,545 performance-based)[109](index=109&type=chunk) - Unrecognized compensation costs at June 30, 2022, included **$13,007 thousand** from LTI Units and **$2,377 thousand** from stock units[114](index=114&type=chunk) Compensation Cost Under Share and Unit-Based Plans (in thousands) | Metric | 3 Months Ended June 30, 2022 | 3 Months Ended June 30, 2021 | 6 Months Ended June 30, 2022 | 6 Months Ended June 30, 2021 | | :-------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Total compensation cost | $5,384 | $4,332 | $11,446 | $9,363 | [Note 19. Income Taxes](index=26&type=section&id=Note%2019.%20Income%20Taxes) - Net deferred tax assets were **$22,690 thousand** at June 30, 2022[116](index=116&type=chunk) - The Company had **no valuation allowance** recorded as of June 30, 2022[117](index=117&type=chunk) Income Tax Provision of TRSs (in thousands) | Metric | 3 Months Ended June 30, 2022 | 3 Months Ended June 30, 2021 | 6 Months Ended June 30, 2022 | 6 Months Ended June 30, 2021 | | :------------------------ | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Total benefit (expense) | $670 | $(7,107) | $(1,129) | $(9,345) | [Note 20. Subsequent Events](index=26&type=section&id=Note%2020.%20Subsequent%20Events) - On July 20, 2022, the Company declared a cash dividend/distribution of **$0.15 per share** for common stockholders and OP Unitholders[119](index=119&type=chunk) - The dividend will be paid **100% in cash** on September 8, 2022, to stockholders of record on August 19, 2022[119](index=119&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=27&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses financial performance, operational results, strategic activities, and liquidity for the period ended June 30, 2022 [IMPORTANT INFORMATION RELATED TO FORWARD-LOOKING STATEMENTS](index=27&type=section&id=IMPORTANT%20INFORMATION%20RELATED%20TO%20FORWARD-LOOKING%20STATEMENTS) - Forward-looking statements include expectations regarding growth, acquisition, redevelopment, development, leasing, and operational activities, as well as financial condition and results of operations[120](index=120&type=chunk) - Risks include general economic conditions, demand for retail space, tenant bankruptcies, rising interest rates and inflation, financing availability, and adverse changes in real estate markets[121](index=121&type=chunk) - The Company does not intend to update forward-looking information unless required by law[121](index=121&type=chunk) [Management's Overview and Summary](index=27&type=section&id=Management's%20Overview%20and%20Summary) - The Company owns or has an ownership interest in **44 regional town centers**, five community/power shopping centers, and two redevelopment properties, totaling approximately **48 million square feet** of gross leasable area (GLA)[122](index=122&type=chunk) - The Company is the sole general partner of, and owns a majority interest in, The Macerich Partnership, L.P. (the "Operating Partnership")[122](index=122&type=chunk) - The Company is a self-administered and self-managed REIT, conducting operations through the Operating Partnership and its seven Management Companies[123](index=123&type=chunk) [Dispositions](index=28&type=section&id=Dispositions) - Paradise Valley Mall was sold for **$100.0 million** on March 29, 2021, with a gain of approximately **$5.6 million**[126](index=126&type=chunk) - Tucson La Encantada was sold for **$165.3 million** on September 17, 2021, with a gain of approximately **$117.2 million**[127](index=127&type=chunk) - For the six months ended June 30, 2022, the Company's share of gain on land sales was **$12.3 million**, with proceeds of **$27.3 million** used to pay down debt[131](index=131&type=chunk) [Financing Activities](index=28&type=section&id=Financing%20Activities) - In April 2021, the Company entered into a new **$700 million credit facility**, including a $525 million revolving loan and a $175 million term loan (which was subsequently paid off)[134](index=134&type=chunk) - On February 2, 2022, the FlatIron Crossing joint venture replaced a $197 million loan with a new **$175 million loan**[139](index=139&type=chunk) - On April 29, 2022, the Company replaced the existing $110.6 million loan on Pacific View with a new **$72.0 million loan**[140](index=140&type=chunk) - On July 1, 2022, the loan maturity on Danbury Fair Mall was further extended to July 1, 2023, with a **$10.0 million repayment**[141](index=141&type=chunk) [Redevelopment and Development Activities](index=29&type=section&id=Redevelopment%20and%20Development%20Activities) - The One Westside redevelopment project (joint venture with Hudson Pacific Properties) is estimated to cost between **$500.0 million and $550.0 million**, with the Company's pro rata share being $125.0 million to $137.5 million. The office space is leased to Google and expected to be completed in Q3 2022[142](index=142&type=chunk) - The Company anticipates spending **$130.0 million to $160.0 million** (pro rata share) to redevelop former Sears stores[144](index=144&type=chunk) - As of June 30, 2022, the Company has funded **$118.7 million** for One Westside and **$42.7 million** for Sears redevelopments (pro rata share)[142](index=142&type=chunk)[144](index=144&type=chunk) [Other Transactions and Events](index=29&type=section&id=Other%20Transactions%20and%20Events) - All Centers have been open and operating since October 7, 2020, with government-imposed capacity restrictions essentially eliminated[145](index=145&type=chunk) - The Company declared a cash dividend of **$0.15 per share** for Q3 2022, payable on September 8, 2022[146](index=146&type=chunk) - As of June 30, 2022, approximately **$151.7 million** of gross sales of common stock remained available under the March 2021 ATM Program[148](index=148&type=chunk) [Inflation](index=30&type=section&id=Inflation) - Most leases include periodic rent adjustments, either fixed increments or based on the Consumer Price Index[150](index=150&type=chunk) - The annual expiration of leases for spaces 10,000 square feet and under allows the Company to secure higher base rents[150](index=150&type=chunk) - Most leases require tenants to pay their pro rata share of property taxes and utilities, but for operating expenses, tenants often pay a stated amount, placing cost control burden on the Company[150](index=150&type=chunk) [Critical Accounting Policies and Estimates](index=30&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) - Critical accounting policies include judgments on revenue recognition, estimates for common area maintenance and real estate tax accruals, provisions for uncollectible accounts, impairment of long-lived assets, purchase price allocation, capitalization of costs, and fair value measurements[152](index=152&type=chunk) - For acquisitions, purchase price is allocated to tangible and intangible assets/liabilities, including land, building, tenant improvements, and in-place lease values (leasing commissions, legal costs, above/below-market leases)[153](index=153&type=chunk) - Asset impairment is assessed by considering expected future operating income, trends, and economic factors, with recoverability based on estimated undiscounted future net cash flows[155](index=155&type=chunk) - Fair value measurements for financial instruments, including the financing arrangement, utilize a hierarchy (Level 1, 2, 3) based on observable and unobservable inputs[157](index=157&type=chunk)[159](index=159&type=chunk) [Results of Operations](index=31&type=section&id=Results%20of%20Operations) - "Same Centers" are defined as centers substantially complete and in operation for the entirety of both comparison periods, excluding "Redevelopment Properties" and "Disposition Properties"[161](index=161&type=chunk) - Key performance indicators include tenant annual sales, occupancy rates (excluding Anchors), and releasing spreads[164](index=164&type=chunk) - Comparable tenant sales for spaces less than 10,000 sq ft increased by **2.2%** (YoY Q2 2021) and **16.8%** (vs. pre-COVID Q2 2019)[165](index=165&type=chunk) - Leased occupancy rate was **91.8%** at June 30, 2022, up **2.4%** from 89.4% at June 30, 2021[165](index=165&type=chunk) - Releasing spreads for the trailing twelve months ended June 30, 2022, showed a **0.6% increase** ($0.35 per sq ft)[165](index=165&type=chunk) [Comparison of Three Months Ended June 30, 2022 and 2021](index=34&type=section&id=Comparison%20of%20Three%20Months%20Ended%20June%2030,%202022%20and%202021) - The decrease in leasing revenue was attributed to decreases from Same Centers (**$5.5 million**) and Disposition Properties (**$2.9 million**)[180](index=180&type=chunk) - Interest expense decreased by **$1.7 million**, primarily due to lower outstanding balances on the revolving line of credit, offset by a **$5.9 million increase** from the financing arrangement[187](index=187&type=chunk) Key Financials (3 Months Ended June 30, in thousands) | Metric | 2022 | 2021 | YoY Change | | :---------------------------------------- | :--- | :--- | :--------- | | Total revenues | $204,091 | $215,473 | -5.28% | | Leasing revenue | $188,590 | $196,987 | -4.26% | | Shopping center and operating expenses | $69,728 | $67,655 | 3.06% | | Interest expense | $53,189 | $54,914 | -3.14% | | Equity in income of unconsolidated joint ventures | $6,353 | $20,035 | -68.29% | | Net loss | $(17,687) | $(4,062) | 335.44% | [Comparison of Six Months Ended June 30, 2022 and 2021](index=35&type=section&id=Comparison%20of%20Six%20Months%20Ended%20June%2030,%202022%20and%202021) - Leasing revenue increased by **$15.5 million**, primarily from Same Centers (**$22.8 million increase**), offset by Disposition Properties (**$7.3 million decrease**)[192](index=192&type=chunk) - Equity in (loss) income of unconsolidated joint ventures decreased by **$44.7 million**, mainly due to asset write-downs from reduced estimated holding periods[201](index=201&type=chunk) Key Financials (6 Months Ended June 30, in thousands) | Metric | 2022 | 2021 | YoY Change | | :---------------------------------------- | :--- | :--- | :--------- | | Total revenues | $420,235 | $405,897 | 3.53% | | Leasing revenue | $392,002 | $376,522 | 4.12% | | Shopping center and operating expenses | $142,648 | $143,810 | -0.81% | | Interest expense | $105,050 | $108,810 | -3.30% | | Equity in (loss) income of unconsolidated joint ventures | $(22,744) | $21,945 | -203.65% | | Gain (loss) on sale or write down of assets, net | $5,362 | $(25,210) | 121.27% | | Net loss | $(55,041) | $(71,792) | -23.33% | [Operating Activities](index=36&type=section&id=Operating%20Activities) Net Cash Provided by Operating Activities (6 Months Ended June 30, in thousands) | Metric | 2022 | 2021 | YoY Change | | :---------------------------------------- | :--- | :--- | :--------- | | Net cash provided by operating activities | $115,422 | $113,027 | 2.12% | [Investing Activities](index=36&type=section&id=Investing%20Activities) - Decrease primarily attributed to a **$119.0 million decrease** in proceeds from asset sales[206](index=206&type=chunk) - Offset by increases in distributions from unconsolidated joint ventures (**$24.9 million**) and proceeds from collection of receivable in connection with sale of joint venture property (**$21.0 million**)[206](index=206&type=chunk) Net Cash Provided by Investing Activities (6 Months Ended June 30, in thousands) | Metric | 2022 | 2021 | YoY Change | | :---------------------------------------- | :--- | :--- | :--------- | | Net cash provided by investing activities | $51,117 | $104,941 | -51.29% | [Financing Activities](index=36&type=section&id=Financing%20Activities) - Decrease primarily due to a **$1.5 billion decrease** in payments on mortgages, bank, and other notes payable[207](index=207&type=chunk) - Offset by lower proceeds from stock offerings (**$791.5 million** in 2021 vs. **$(120) thousand** in 2022) and proceeds from mortgages, bank, and other notes payable (**$470.0 million** in 2021 vs. **$25.0 million** in 2022)[22](index=22&type=chunk)[207](index=207&type=chunk) Net Cash Used in Financing Activities (6 Months Ended June 30, in thousands) | Metric | 2022 | 2021 | YoY Change | | :------------------------------------ | :--- | :--- | :--------- | | Net cash used in financing activities | $(175,066) | $(437,301) | -59.96% | [Liquidity and Capital Resources](index=36&type=section&id=Liquidity%20and%20Capital%20Resources) - The Company anticipates meeting liquidity needs through cash from operations, distributions from unconsolidated joint ventures, working capital reserves, and borrowings under its line of credit[208](index=208&type=chunk) - Total outstanding loan indebtedness at June 30, 2022, was **$6.86 billion** (Company's pro rata share)[214](index=214&type=chunk) - The Company has successfully secured nine loan extensions totaling over **$1.6 billion** of debt since September 2020, including several in 2022[220](index=220&type=chunk) - Rising interest rates are increasing borrowing costs for floating-rate debt and new fixed-rate debt, and the Company expects increased interest expense from refinancing or extending loans[179](index=179&type=chunk)[213](index=213&type=chunk) [Uses of Capital](index=37&type=section&id=Uses%20of%20Capital) - The Company expects to incur approximately **$80.0 million to $90.0 million** for development, redevelopment, expansion, and renovations during the remainder of 2022[210](index=210&type=chunk) - Capital for these expenditures is expected from cash on hand, debt/equity financings, line of credit borrowings, property financings, and construction loans[210](index=210&type=chunk) Capital Expenditures (6 Months Ended June 30, in thousands) | Capital Expenditures | 2022 | 2021 | YoY Change | | :---------------------------------- | :--- | :--- | :--------- | | Consolidated Centers Total | $40,909 | $39,617 | 3.26% | | Joint Venture Centers Total | $42,443 | $33,307 | 27.44% | [Sources of Capital](index=37&type=section&id=Sources%20of%20Capital) - Liquidity sources include equity offerings, property refinancings, joint venture transactions, and the sale of non-core assets[211](index=211&type=chunk) - The Company has a shelf registration statement for various securities[211](index=211&type=chunk) - As of June 30, 2022, approximately **$151.7 million** of gross sales of common stock remained available under the March 2021 ATM Program[212](index=212&type=chunk) - Access to capital is impacted by overall debt level, interest rates, interest coverage ratios, market conditions, and the impact of COVID-19[213](index=213&type=chunk) [Material Cash Commitments](index=39&type=section&id=Material%20Cash%20Commitments) Material Cash Commitments as of June 30, 2022 (in thousands) | Cash Commitments | Total | Less than 1 year | 1 - 3 years | 3 - 5 years | More than five years | | :------------------------------------------------------- | :------------ | :--------------- | :------------ | :------------ | :------------------- | | Long-term debt obligations (includes expected interest payments) | $5,175,862 | $1,040,506 | $1,739,771 | $690,717 | $1,704,868 | | Lease obligations | $189,350 | $12,197 | $34,045 | $22,574 | $120,534 | | **Total** | **$5,365,212**| **$1,052,703** | **$1,773,816**| **$713,291** | **$1,825,402** | [Funds From Operations ("FFO")](index=39&type=section&id=Funds%20From%20Operations%20(%22FFO%22)) - FFO is defined as net income (loss) excluding gains/losses from property sales, plus real estate related depreciation and amortization, impairment write-downs, and adjustments for unconsolidated joint ventures[226](index=226&type=chunk) - The Company excludes certain financing expenses related to the Chandler Freehold arrangement from its FFO definition[227](index=227&type=chunk) FFO Attributable to Common Stockholders and Unit Holders (in thousands) | Metric | 3 Months Ended June 30, 2022 | 3 Months Ended June 30, 2021 | YoY Change | 6 Months Ended June 30, 2022 | 6 Months Ended June 30, 2021 | YoY Change | | :-------------------------------------------------------------------------------------------------------------------- | :--------------------------- | :--------------------------- | :--------- | :--------------------------- | :--------------------------- | :--------- | | FFO attributable to common stockholders and unit holders—basic and diluted | $93,710 | $123,447 | -24.17% | $198,575 | $196,407 | 1.10% | | FFO attributable to common stockholders and unit holders, excluding financing expense in connection with Chandler Freehold—basic and diluted | $102,850 | $127,594 | -19.40% | $215,221 | $203,097 | 5.97% | [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=41&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company's primary market risk is interest rate exposure, managed through fixed-rate debt and derivatives - Primary market risk exposure is **interest rate risk**[236](index=236&type=chunk) - Strategies to manage interest rate risk include maintaining a fixed-to-floating debt ratio, using interest rate caps/swaps, and treasury rate locks[236](index=236&type=chunk) - A **1% increase in interest rates** would decrease future earnings and cash flows by approximately **$9.1 million per year**, based on $0.9 billion of floating rate debt outstanding at June 30, 2022[240](index=240&type=chunk) - The discontinuation of LIBOR after June 30, 2023, may result in higher interest costs for LIBOR-indexed contracts, though agreements provide for replacement rates[242](index=242&type=chunk)[243](index=243&type=chunk) - Total fixed rate debt for Consolidated Centers at June 30, 2022, was **$3.8 billion** (average 4.01%), and floating rate debt was **$705.9 million** (average 3.56%)[237](index=237&type=chunk) - Company's pro rata share of unconsolidated joint venture fixed rate debt was **$2.7 billion** (average 3.82%), and floating rate debt was **$200.9 million** (average 3.94%)[238](index=238&type=chunk) [Item 4. Controls and Procedures](index=42&type=section&id=Item%204.%20Controls%20and%20Procedures) Management confirms the effectiveness of disclosure controls and procedures with no material changes to internal controls - The Company's disclosure controls and procedures were **effective** as of June 30, 2022[244](index=244&type=chunk) - **No material changes** in internal control over financial reporting occurred during the most recent fiscal quarter[245](index=245&type=chunk) [Part II. Other Information](index=42&type=section&id=Part%20II%20Other%20Information) [Item 1. Legal Proceedings](index=42&type=section&id=Item%201.%20Legal%20Proceedings) The company is not involved in any material legal proceedings outside the ordinary course of business - **No material legal proceedings** are currently ongoing for the Company or its affiliates[247](index=247&type=chunk) - Involvement in various legal proceedings arises from time to time in the ordinary course of business[247](index=247&type=chunk) [Item 1A. Risk Factors](index=42&type=section&id=Item%201A.%20Risk%20Factors) No material changes to risk factors have occurred since the last Annual Report on Form 10-K - **No material changes** to the risk factors were reported since the Annual Report on Form 10-K for the year ended December 31, 2021[248](index=248&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=43&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company issued 34,551 shares in private placements and made no share repurchases during Q2 2022 - The Company issued **34,551 shares of common stock** in private placements on April 28, 2022, and June 23, 2022, upon redemption of Operating Partnership units[250](index=250&type=chunk) - **No shares were purchased** under the Company's stock buyback program during the three months ended June 30, 2022[251](index=251&type=chunk) - Approximately **$278.7 million remained available** under the stock buyback program as of June 30, 2022[251](index=251&type=chunk) [Item 3. Defaults Upon Senior Securities](index=43&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) This item is not applicable to the company for the reporting period - Not Applicable[252](index=252&type=chunk) [Item 4. Mine Safety Disclosures](index=43&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company for the reporting period - Not Applicable[252](index=252&type=chunk) [Item 5. Other Information](index=43&type=section&id=Item%205.%20Other%20Information) This item is not applicable to the company for the reporting period - Not Applicable[252](index=252&type=chunk) [Item 6. Exhibits](index=44&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed as part of the Form 10-Q, including corporate governance and certification documents - Includes Articles of Amendment and Restatement, Articles Supplementary, Amended and Restated Bylaws, and Section 302 and 906 Certifications[253](index=253&type=chunk)[256](index=256&type=chunk) - Also includes Inline XBRL Taxonomy Extension documents[256](index=256&type=chunk) [Signature](index=46&type=section&id=Signature) The report was signed on August 8, 2022, by the Senior Executive Vice President, Treasurer, and Chief Financial Officer - Signed by **Scott W. Kingsmore**, Senior Executive Vice President, Treasurer and Chief Financial Officer[257](index=257&type=chunk) - Date of signature: **August 8, 2022**[257](index=257&type=chunk)

The Macerich Company (NYSE:MAC) Q2 2022 Earnings Conference Call July 28, 2022 1:00 PM ET Company Participants Samantha Greening - Director of Investor Relations Tom O'Hern - Chief Executive Officer Scott Kingsmore - Senior Executive Vice President and Chief Financial Officer Doug Healey - Senior Executive Vice President of Leasing Conference Call Participants Greg McGinniss - Scotiabank Derek Johnston - Deutsche Bank Craig Schmidt - Bank of America Floris Van Dijkum - Compass Point Alexander Goldfarb - Pip ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___________ to ___________ Commission File No.: 1-12504 THE MACERICH COMPANY (Exact name of registrant as specified in its charter) Maryland 95-4448705 (State or other juri ...

The Macerich Company (NYSE:MAC) Q1 2022 Earnings Conference Call May 9, 2022 1:00 PM ET Company Participants Samantha Greening - Director of Investor Relations Thomas O'Hern - CEO & Director Scott Kingsmore - Senior EVP, CFO & Treasurer Douglas Healey - Senior EVP & Head of Leasing Conference Call Participants Derek Johnston - Deutsche Bank Craig Schmidt - BofA Securities Samir Khanal - Evercore ISI Floris Van Dijkum - Compass Point Research Linda Tsai - Jefferies Mike Mueller - JPMorgan Ki Bin Kim - T ...