MORTGAGES PAYABLE | MORTGAGES PAYABLE The following is a summary of mortgages payable as of June 30, 2021 and December 31, 2020. Interest Rate at June 30, December 31, (Amounts in thousands) Maturity June 30, 2021 2021 2020 First mortgages secured by: Variable rate Cherry Hill (Plaza at Cherry Hill) (1) 5/24/2022 1.69% $ 28,834 $ 28,930 Westfield (One Lincoln Plaza) (1) 5/24/2022 1.69% 4,714 4,730 Woodbridge (Plaza at Woodbridge) (1) 5/25/2022 1.69% 55,180 55,340 Jersey City (Hudson Commons) (2) 11/15/2024 1.99% 28,310 28,586 Watchung (2) 11/15/2024 1.99% 26,355 26,613 Bronx (1750-1780 Gun Hill Road) (2) 12/1/2024 1.99% 24,926 25,172 Total variable rate debt 168,319 169,371 Fixed rate Bergen Town Center - West, Paramus 4/8/2023 3.56% 300,000 300,000 Bronx (Shops at Bruckner) 5/1/2023 3.90% 10,027 10,351 Jersey City (Hudson Mall) 12/1/2023 5.07% 22,531 22,904 Yonkers Gateway Center 4/6/2024 4.16% 27,634 28,482 Brick 12/10/2024 3.87% 50,000 50,000 North Plainfield 12/10/2025 3.99% 25,100 25,100 Las Catalinas 2/1/2026 4.43% 125,828 127,669 Middletown 12/1/2026 3.78% 31,400 31,400 Rockaway 12/1/2026 3.78% 27,800 27,800 East Hanover (200 - 240 Route 10 West) 12/10/2026 4.03% 63,000 63,000 North Bergen (Tonnelle Ave) 4/1/2027 4.18% 100,000 100,000 Manchester 6/1/2027 4.32% 12,500 12,500 Millburn 6/1/2027 3.97% 23,163 23,381 Totowa 12/1/2027 4.33% 50,800 50,800 Woodbridge (Woodbridge Commons) 12/1/2027 4.36% 22,100 22,100 East Brunswick 12/6/2027 4.38% 63,000 63,000 East Rutherford 1/6/2028 4.49% 23,000 23,000 Brooklyn (Kingswood Center) 2/6/2028 5.07% 71,255 71,696 Hackensack 3/1/2028 4.36% 66,400 66,400 Marlton 12/1/2028 3.86% 37,400 37,400 East Hanover Warehouses 12/1/2028 4.09% 40,700 40,700 Union (2445 Springfield Ave) 12/10/2028 4.01% 45,600 45,600 Freeport (Freeport Commons) 12/10/2029 4.07% 43,100 43,100 Montehiedra 6/1/2030 5.00% 80,282 81,141 Montclair 8/15/2030 3.15% 7,250 7,250 Garfield 12/1/2030 4.14% 40,300 40,300 Mt Kisco 11/15/2034 6.40% 12,671 12,952 Total fixed rate debt 1,422,841 1,428,026 Total mortgages payable 1,591,160 1,597,397 Westfield (One Lincoln Plaza - held for sale) (1) 5/24/2022 1.69% (4,714) — Unamortized debt issuance costs (9,033) (9,865) Total mortgages payable, net 1,577,413 1,587,532 (1) Bears interest at one month LIBOR plus 160 bps. (2) Bears interest at one month LIBOR plus 190 bps. The net carrying amount of real estate collateralizing the above indebtedness amounted to approximately $1.3 billion as of June 30, 2021. Our mortgage loans contain covenants that limit our ability to incur additional indebtedness on these properties and in certain circumstances require lender approval of tenant leases and/or yield maintenance upon repayment prior to maturity. As of June 30, 2021, we were in compliance with all debt covenants. As of June 30, 2021, the principal repayments of the Company’s total outstanding debt for the next five years and thereafter are as follows: (Amounts in thousands) Year Ending December 31, 2021 (1) $ 8,235 2022 98,915 2023 349,814 2024 163,720 2025 40,946 2026 230,694 Thereafter 694,122 (1) Remainder of 2021. Revolving Credit Agreement On January 15, 2015, we entered into a $500 million Revolving Credit Agreement (the “Agreement”) with certain financial institutions. On March 7, 2017, we amended and extended the Agreement to increase the credit facility size by $100 million to $600 million and extended the maturity date to March 7, 2021, with two six-month extension options. On July 29, 2019, we entered into a second amendment to the Agreement to extend the maturity date to January 29, 2024, with two six-month extension options. On June 3, 2020, we entered into a third amendment to the Agreement, which among other things, modifies certain definitions and the measurement period for certain financial covenants to a trailing four-quarter period instead of the most recent quarter annualized. Company borrowings under the Agreement are subject to interest at LIBOR plus 1.05% to 1.50% and an annual facility fee of 15 to 30 basis points. Both the spread over LIBOR and the facility fee are based on our current leverage ratio and are subject to increase if our leverage ratio increases above predefined thresholds. The Agreement contains customary financial covenants including a maximum leverage ratio of 60% and a minimum fixed charge coverage ratio of 1.5x. No amounts were drawn or outstanding under the Agreement as of June 30, 2021 or December 31, 2020, respectively. Financing costs associated with executing the Agreement of $2.8 million and $3.3 million as of June 30, 2021 and December 31, 2020, respectively, are included in the prepaid expenses and other assets line item of the consolidated balance sheets, as deferred financing costs, net. Mortgage on Las Catalinas Mall In April 2020, we notified the servicer of the $129 million non-recourse mortgage loan on Las Catalinas Mall in Puerto Rico that cash flow would be insufficient to service the debt and that we were unwilling to fund the shortfalls. In December 2020, the non-recourse mortgage loan on Las Catalinas Mall was modified to convert the mortgage from an amortizing 4.43% loan to interest only payments, starting at 3.00% in 2021 and increasing 50 basis points annually until returning to 4.43% in 2024 and thereafter, and to include the ability for the Company to repay the loan at a discounted value of $72.5 million, beginning in August 2023 through the extended maturity date of February 2026. We have accrued interest of $5.4 million related to this mortgage, which is included in accounts payable, accrued expenses and other liabilities on the consolidated balance sheet as of June 30, 2021. We incurred $1.2 million of lender fees in connection with the loan modification which are treated as a reduction of the mortgage payable balance and amortized over the term of the loan in accordance with the provisions under ASC 470-60 Troubled Debt Restructurings . Mortgage on The Outlets at Montehiedra The Company has provided a $12.5 million limited corporate guarantee of the mortgage secured by Montehiedra that is triggered only if any of the following events occur: (1) certain reserve accounts were not funded as of a specified date (which funding did occur in full at closing), (2) the lease to Sears Holding Corporation (“Kmart”) at Montehiedra is terminated for any reason or (3) the Kmart lease is materially amended and a debt service coverage ratio falls below a specified threshold. In February 2021, Kmart announced that it would be closing the store related to such lease, but the lease has not been terminated or amended and the tenant continues to pay rent. No triggering events have occurred that would require the release of the guarantee and the tenant has lease obligations through 2023. The guarantee would be released should certain financial metrics at Montehiedra be achieved even if the Kmart box remains vacant. The guarantee is reduced commensurate with the loan amortization schedule and will reduce to zero in approximately six years based on the scheduled amortization. As of June 30, 2021, the remaining amount of potential guarantee is approximately $10.8 million. |