MORTGAGES PAYABLE | MORTGAGES PAYABLE The following is a summary of mortgages payable as of June 30, 2022 and December 31, 2021. (Amounts in thousands) Maturity Interest Rate at June 30, 2022 June 30, 2022 December 31, 2021 Mortgages secured by: Variable rate Hudson Commons (1) 11/15/2024 2.96% $ 27,758 $ 28,034 Greenbrook Commons (1) 11/15/2024 2.96% 25,839 26,097 Gun Hill Commons (1) 12/1/2024 2.96% 24,434 24,680 Plaza at Cherry Hill (2) 6/3/2025 4.50% 29,000 28,244 Plaza at Woodbridge (3) 6/8/2027 3.31% 52,947 54,029 Total variable rate debt 159,978 161,084 Fixed rate Bergen Town Center 4/8/2023 3.56% 300,000 300,000 Shops at Bruckner 5/1/2023 3.90% 9,362 9,698 Hudson Mall 12/1/2023 5.07% 21,769 22,154 Yonkers Gateway Center 4/6/2024 4.16% 25,892 26,774 Brick Commons 12/10/2024 3.87% 49,099 49,554 West End Commons 12/10/2025 3.99% 24,881 25,100 Las Catalinas Mall 2/1/2026 4.43% 121,811 123,977 Town Brook Commons 12/1/2026 3.78% 31,116 31,400 Rockaway River Commons 12/1/2026 3.78% 27,548 27,800 Hanover Commons 12/10/2026 4.03% 63,000 63,000 Tonnelle Commons 4/1/2027 4.18% 99,720 100,000 Manchester Plaza 6/1/2027 4.32% 12,500 12,500 Millburn Gateway Center 6/1/2027 3.97% 22,717 22,944 Totowa Commons 12/1/2027 4.33% 50,800 50,800 Woodbridge Commons 12/1/2027 4.36% 22,100 22,100 Brunswick Commons 12/6/2027 4.38% 63,000 63,000 Rutherford Commons 1/6/2028 4.49% 23,000 23,000 Kingswood Center 2/6/2028 5.07% 70,374 70,815 Hackensack Commons 3/1/2028 4.36% 66,400 66,400 Marlton Commons 12/1/2028 3.86% 37,400 37,400 East Hanover Warehouses 12/1/2028 4.09% 40,700 40,700 Union (Vauxhall) 12/10/2028 4.01% 45,600 45,600 The Shops at Riverwood 6/24/2029 4.25% 21,466 — Freeport Commons 12/10/2029 4.07% 43,100 43,100 The Outlets at Montehiedra 6/1/2030 5.00% 78,479 79,381 Montclair 8/15/2030 3.15% 7,250 7,250 Garfield Commons 12/1/2030 4.14% 40,300 40,300 Woodmore Towne Centre 1/6/2032 3.39% 117,200 117,200 Mount Kisco Commons 11/15/2034 6.40% 12,075 12,377 Total fixed rate debt 1,548,659 1,534,324 Total mortgages payable 1,708,637 1,695,408 Unamortized debt issuance costs (8,793) (8,218) Total mortgages payable, net $ 1,699,844 $ 1,687,190 (1) Bears interest at one month London Interbank Offered Rate (“LIBOR”) plus 190 bps. (2) Bears interest at one month Prime Rate plus 50 bps with a minimum of 4.25% (3) Bears interest at one month Secured Overnight Financing Rate (“SOFR”) plus 226 bps. The variable component of the debt is hedged with an interest rate cap agreement to limit SOFR to a maximum of 3%. The net carrying amount of real estate collateralizing the above indebtedness amounted to approximately $1.5 billion as of June 30, 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 June 30, 2022, we were in compliance with all debt covenants. As of June 30, 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) $ 8,731 2023 350,667 2024 165,514 2025 71,781 2026 232,571 2027 316,774 Thereafter 562,599 (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 June 30, 2022 or December 31, 2021. Financing costs associated with executing the Agreement of $1.7 million and $2.2 million as of June 30, 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 June 30, 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 4.3 years. As of June 30, 2022, the remaining exposure under the guarantee is $9.0 million. There was no separate liability recorded related to this guarantee. Mortgage on Plaza at Cherry Hill On June 3, 2022, the Company refinanced the mortgage loan secured by its property, Plaza at Cherry Hill, located in Cherry Hill, NJ, with a new $29 million, 3-year, floating rate mortgage. The floating rate is calculated as the Prime Rate plus 50 basis points with a floor of 4.25% and is interest-only for the entire loan term. Mortgage on Plaza at Woodbridge On June 8, 2022, the Company refinanced the mortgage loan secured by its property, Plaza at Woodbridge, located in Woodbridge, NJ, and entered into a new 5-year loan agreement for $52.9 million. The terms of the loan require payment of interest at a floating rate equal to 2.26% plus one-month SOFR. Additionally, the agreement with the lender requires the Company to enter into an interest rate cap agreement to limit the maximum SOFR to 3% if the current rate is greater than 2% for five consecutive business days. On June 23, 2022, the Company purchased a one-year interest rate cap for $0.3 million which has been designated as a hedging instrument. Mortgage on The Shops at Riverwood On June 24, 2022, the Company obtained a 7-year non-recourse mortgage loan of $21.5 million at a fixed interest rate of 4.25% to partially fund the acquisition of The Shops at Riverwood. |