MORTGAGES PAYABLE | MORTGAGES PAYABLE The following is a summary of mortgages payable as of June 30, 2023 and December 31, 2022. (Amounts in thousands) Maturity Interest Rate at June 30, 2023 June 30, 2023 December 31, 2022 Mortgages secured by: Variable rate Hudson Commons (1) 11/15/2024 7.05% $ 27,206 $ 27,482 Greenbrook Commons (1) 11/15/2024 7.05% 25,323 25,581 Gun Hill Commons (1) 12/1/2024 7.05% 23,942 24,188 Plaza at Cherry Hill (2) 6/15/2025 8.75% — 29,000 Plaza at Woodbridge (3) 6/8/2027 5.26% 52,947 52,947 Total variable rate debt 129,418 159,198 Fixed rate Hudson Mall 12/1/2023 5.07% 20,991 21,380 Yonkers Gateway Center 4/6/2024 4.16% 24,079 24,996 Brick Commons 12/10/2024 3.87% 48,164 48,636 West End Commons 12/10/2025 3.99% 24,430 24,658 Las Catalinas Mall 2/1/2026 4.43% 117,141 119,633 Town Brook Commons 12/1/2026 3.78% 30,530 30,825 Rockaway River Commons 12/1/2026 3.78% 27,029 27,291 Hanover Commons 12/10/2026 4.03% 61,896 62,453 Tonnelle Commons 4/1/2027 4.18% 98,002 98,870 Manchester Plaza 6/1/2027 4.32% 12,500 12,500 Millburn Gateway Center 6/1/2027 3.97% 22,254 22,489 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 (5) 2/6/2028 5.07% 69,494 69,935 Hackensack Commons 3/1/2028 4.36% 66,400 66,400 Marlton Commons 12/1/2028 3.86% 37,066 37,400 East Hanover Warehouses 12/1/2028 4.09% 40,351 40,700 Union (Vauxhall) 12/10/2028 4.01% 45,600 45,600 The Shops at Riverwood 6/24/2029 4.25% 21,466 21,466 Shops at Bruckner (6) 7/1/2029 6.00% 38,000 9,020 Freeport Commons 12/10/2029 4.07% 43,100 43,100 Bergen Town Center 4/10/2030 6.30% 290,000 300,000 The Outlets at Montehiedra 6/1/2030 5.00% 76,584 77,531 Montclair (4) 8/15/2030 3.15% 7,250 7,250 Garfield Commons 12/1/2030 4.14% 39,957 40,300 Woodmore Towne Centre 1/6/2032 3.39% 117,200 117,200 Newington Commons 7/1/2033 6.00% 16,000 — Mount Kisco Commons 11/15/2034 6.40% 11,435 11,760 Total fixed rate debt 1,565,819 1,540,293 Total mortgages payable 1,695,237 1,699,491 Unamortized debt issuance costs (11,909) (7,801) Total mortgages payable, net $ 1,683,328 $ 1,691,690 (1) Bears interest at one month LIBOR plus 190 bps. In June 2023, the Company amended the existing debt agreement to transition the variable component of the loan indexed to LIBOR, to SOFR. Effective July 2023, the loan bears interest at one month SOFR plus 200 bps based on the terms of the amendment. (2) Bears interest at the Prime Rate plus 50 bps with a minimum rate of 4.25%. The Company paid off the loan prior to maturity on June 23, 2023. (3) Bears interest at one month 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%. (4) Bears interest at LIBOR plus 257 bps. The fixed and variable components of the debt are hedged with an interest rate swap agreement, fixing the rate at 3.15%, which expires at the maturity of the loan. In June 2023, the Company amended the existing debt agreement to transition the variable component of the loan indexed to LIBOR, to SOFR. Effective July 2023, the loan bears interest at one month SOFR plus 257 bps based on the terms of the amendment. There was no impact to the interest rate swap agreement as a result of the loan amendment and the rate remains fixed at 3.15%. (5) In April 2023, the Company notified the servicer that the cash flows generated by the property are insufficient to cover the debt service and that it is unwilling to fund future shortfalls. In May 2023, the mortgage was transferred to special servicing at the Company’s request. (6) On June 23, 2023, the Company refinanced the mortgage on our Shops at Bruckner property with a new 6-year, $38 million loan. The net carrying amount of real estate collateralizing the above indebtedness amounted to approximately $1.4 billion as of June 30, 2023. 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, 2023, we were in compliance with all debt covenants with the exception of those related to our mortgage on Kingswood Center which has been in default since May 2023. As of June 30, 2023, the principal repayments of the Company’s total outstanding debt for the remainder of 2023 and the five succeeding years, and thereafter are as follows: (Amounts in thousands) Year Ending December 31, 2023 (1) $ 32,541 2024 167,050 2025 44,402 2026 230,317 2027 317,582 2028 273,790 Thereafter 629,555 (1) Remainder of 2023. 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. The amendment increased 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 period annualized. On August 9, 2022, we amended and restated the Agreement, in order to, among other things, increase the credit facility size by $200 million to $800 million and extend the maturity date to February 9, 2027, with two six-month extension options. Borrowings under the amended and restated Agreement are subject to interest at SOFR plus 1.05% to 1.50% and an annual facility fee of 15 to 30 basis points. Both the spread over SOFR 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. On April 5, 2023, the Company obtained two letters of credit issued under the Agreement, aggregating $14.5 million. On June 22, 2023, the Company obtained an additional letter of credit for $9.8 million. The letters of credit that were issued were provided to mortgage lenders to secure the Company’s obligations in relation to certain reserves and capital requirements per the loan agreements and have reduced the available balance of the facility to approximately $775.7 million. No amounts were drawn or outstanding under the Agreement as of June 30, 2023 or December 31, 2022, and no separate liability has been recorded in connection with the undrawn letters of credit. Financing costs associated with executing the Agreement of $5.9 million and $6.7 million as of June 30, 2023 and December 31, 2022, respectively, are included in the prepaid expenses and other assets line item of the consolidated balance sheets, as deferred financing costs, net. Mortgage on Shops at Bruckner On June 23, 2023, the Company refinanced the mortgage secured by its property, the Shops at Bruckner, with a new 6-year, $38 million loan bearing interest at a fixed rate of 6.0%. The proceeds from the new loan were used to pay down the Company’s previous mortgage on the property which had an outstanding balance of approximately $8.7 million. In connection with the refinancing, the Company obtained a letter of credit issued under our Revolving Credit Agreement for $9.8 million to serve as collateral to secure the Company’s obligation to the lenders in relation to certain reserves and capital expenditures required per the loan agreement. We have not recorded any liabilities associated with the letter of credit. Mortgage on Plaza at Cherry Hill On June 23, 2023, the Company paid off the outstanding principal balance of the mortgage loan secured by its property, the Plaza at Cherry Hill, using proceeds from the refinancing of the Shops at Bruckner mortgage. Prior to the payoff, the $29 million loan had an interest rate of 8.75% and a maturity date of June 15, 2025. Mortgage on Newington Commons On June 7, 2023, the Company obtained a 10-year, $16 million non-recourse mortgage secured by its property Newington Commons, located in Newington, CT. The loan bears interest at a fixed rate of 6.0%. Mortgage on Kingswood Center In March 2023, a tenant representing 50,000 sf informed us that they intend to vacate early next year, and a tenant representing 17,000 sf terminated their lease effective April 17, 2023. As a result of these events, the Company notified the servicer that the projected 2023 cash flows generated by the property will be insufficient to cover debt service and that we were unwilling to fund the shortfalls. In May 2023, the loan was transferred to special servicing at the Company’s request, and per the terms of the loan agreement, we began to accrue default interest at a rate of 5% on the outstanding principal balance. As of June 30, 2023, the Company has accrued default interest of $0.8 million which is included in the accounts payable, accrued expenses and other liabilities line item of the consolidated balance sheets. We are currently in discussions with the lender but the outcome of such negotiations is uncertain at this time. Mortgage on Bergen Town Center On April 6, 2023, the Company refinanced the mortgage loan secured by Bergen Town Center with a 7-year, $290 million loan at a fixed interest rate of 6.3%. The proceeds from the loan were used to pay down the Company’s previous mortgage on the property, which had an outstanding balance of $300 million, with the remainder paid using cash on hand. In connection with the refinancing, the Company obtained two letters of credit issued under our Revolving Credit Agreement aggregating $14.5 million to serve as collateral to secure the Company’s obligation to the lenders in relation to certain leasing and capital expenditure reserves required per the loan agreement. We have not recorded any liabilities associated with these letters of credit. 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 that 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, 2023. 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 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 3.3 years. As of June 30, 2023, the remaining exposure under the guarantee is $7.1 million. There was no separate liability recorded related to this guarantee. |