MORTGAGES PAYABLE | MORTGAGES PAYABLE The following is a summary of mortgages payable as of March 31, 2022 and December 31, 2021. (Amounts in thousands) Maturity Interest Rate at March 31, 2022 March 31, 2022 December 31, 2021 First mortgages secured by: Variable rate Cherry Hill (Plaza at Cherry Hill) (1) 5/24/2022 1.83% $ 27,947 $ 28,244 Woodbridge (Plaza at Woodbridge) (1) 5/25/2022 1.83% 53,460 54,029 Jersey City (Hudson Commons) (2) 11/15/2024 2.13% 27,896 28,034 Watchung (2) 11/15/2024 2.13% 25,968 26,097 Bronx (1750-1780 Gun Hill Road) (2) 12/1/2024 2.13% 24,557 24,680 Total variable rate debt 159,828 161,084 Fixed rate Paramus (Bergen Town Center - West) 4/8/2023 3.56% 300,000 300,000 Bronx (Shops at Bruckner) 5/1/2023 3.90% 9,530 9,698 Jersey City (Hudson Mall) 12/1/2023 5.07% 21,959 22,154 Yonkers Gateway Center 4/6/2024 4.16% 26,332 26,774 Brick 12/10/2024 3.87% 49,328 49,554 North Plainfield 12/10/2025 3.99% 24,991 25,100 Las Catalinas 2/1/2026 4.43% 122,906 123,977 Middletown 12/1/2026 3.78% 31,258 31,400 Rockaway 12/1/2026 3.78% 27,675 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% 22,829 22,944 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% 70,595 70,815 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% 78,929 79,381 Montclair 8/15/2030 3.15% 7,250 7,250 Garfield 12/1/2030 4.14% 40,300 40,300 Woodmore Towne Centre 1/6/2032 3.39% 117,200 117,200 Mt Kisco 11/15/2034 6.40% 12,227 12,377 Total fixed rate debt 1,530,909 1,534,324 Total mortgages payable 1,690,737 1,695,408 Unamortized debt issuance costs (7,808) (8,218) Total mortgages payable, net $ 1,682,929 $ 1,687,190 (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 $1.4 billion as of March 31, 2022. 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 March 31, 2022, we were in compliance with all debt covenants. As of March 31, 2022, the principal repayments of the Company’s total outstanding debt for the remainder of 2022 and the five succeeding years, and thereafter are as follows: (Amounts in thousands) Year Ending December 31, 2022 (1) $ 94,244 2023 349,814 2024 163,721 2025 40,946 2026 230,694 2027 268,729 Thereafter 542,589 (1) Remainder of 2022. 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, modified 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 change. 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 March 31, 2022 or December 31, 2021. Financing costs associated with executing the Agreement of $2.0 million and $2.2 million as of March 31, 2022 and December 31, 2021, 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. The terms of the modification enable the Company, at its option, to repay the loan at a discounted value of $72.5 million, beginning in August 2023 through the extended maturity date of February 2026. While it is possible we will be able to repay the loan at the discounted value in the future, such repayment is contingent upon certain factors including the future operating performance of the property as well as the ability to meet all required payments on the loan. Therefore, in accordance with ASC 470-60 Troubled Debt Restructurings, the Company did not recognize a gain at the time of the restructuring, as the future cash payments, including contingent payments, are greater than the carrying value of the mortgage payable. 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 March 31, 2022. 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. Mortgage on The Outlets at Montehiedra In connection with the refinancing of the loan secured by The Outlets at Montehiedra (“Montehiedra”) in the second quarter of 2020, the Company provided a $12.5 million limited corporate guarantee. The guarantee is reduced commensurate with the loan amortization schedule and will reduce to zero in approximately 4.5 years. As of March 31, 2022, the remaining exposure under the guarantee is $9.4 million. There was no separate liability recorded related to this guarantee. |