MORTGAGES PAYABLE | MORTGAGES PAYABLE The following is a summary of mortgages payable as of March 31, 2024 and December 31, 2023. (Amounts in thousands) Maturity Interest Rate at March 31, 2024 March 31, 2024 December 31, 2023 Mortgages secured by: Variable rate Hudson Commons (1) 11/15/2024 —% $ — $ 26,930 Greenbrook Commons (1) 11/15/2024 —% — 25,065 Gun Hill Commons (1) 12/1/2024 —% — 23,696 Plaza at Woodbridge (2) 6/8/2027 5.26% 51,938 52,278 Total variable rate debt 51,938 127,969 Fixed rate Brick Commons 12/10/2024 3.87% 47,437 47,683 West End Commons 12/10/2025 3.99% 24,078 24,196 Town Brook Commons 12/1/2026 3.78% 30,076 30,229 Rockaway River Commons 12/1/2026 3.78% 26,628 26,763 Hanover Commons 12/10/2026 4.03% 61,035 61,324 Tonnelle Commons 4/1/2027 4.18% 96,664 97,115 Manchester Plaza 6/1/2027 4.32% 12,500 12,500 Millburn Gateway Center 6/1/2027 3.97% 21,893 22,015 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 (3) 2/6/2028 5.07% 68,833 69,054 Hackensack Commons 3/1/2028 4.36% 66,400 66,400 Marlton Commons 12/1/2028 3.86% 36,552 36,725 Union (Vauxhall) 12/10/2028 4.01% 45,000 45,202 Yonkers Gateway Center (4) 4/10/2029 6.30% 50,000 23,148 The Shops at Riverwood 6/24/2029 4.25% 21,241 21,326 Shops at Bruckner 7/1/2029 6.00% 37,700 37,817 Huntington Commons 12/5/2029 6.29% 43,704 43,704 Bergen Town Center 4/10/2030 6.30% 290,000 290,000 The Outlets at Montehiedra 6/1/2030 5.00% 75,093 75,590 Montclair (5) 8/15/2030 3.15% 7,250 7,250 Garfield Commons 12/1/2030 4.14% 39,429 39,607 Woodmore Towne Centre 1/6/2032 3.39% 117,200 117,200 Newington Commons 7/1/2033 6.00% 15,871 15,920 Shops at Caguas 8/1/2033 6.60% 82,000 82,000 Mount Kisco Commons 11/15/2034 6.40% 10,926 11,098 Total fixed rate debt 1,486,410 1,462,766 Total mortgages payable 1,538,348 1,590,735 Unamortized debt issuance costs (13,003) (12,625) Total mortgages payable, net $ 1,525,345 $ 1,578,110 (1) The Company paid off the loan prior to maturity on January 2, 2024. (2) 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%, which expires July 1, 2025. (3) 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 the shortfalls. In May 2023, the mortgage was transferred to special servicing at the Company's request. (4) On March 28, 2024, the Company refinanced the mortgage secured by the property with a new 5-year, $50 million loan. (5) Bears interest at SOFR 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. The net carrying amount of real estate collateralizing the above indebtedness amounted to approximately $1.4 billion as of March 31, 2024. 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, 2024, 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. Additional information regarding the status of this loan can be found under “ Mortgage on Kingswood Center. ” As of March 31, 2024, the principal repayments of the Company’s total outstanding debt for the remainder of 2024 and the five succeeding years, and thereafter are as follows: (Amounts in thousands) Year Ending December 31, 2024 (1) $ 58,015 2025 38,776 2026 127,417 2027 319,061 2028 392,042 2029 152,402 Thereafter 603,635 (1) Remainder of 2024. 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. The Company has obtained five letters of credit issued under the Agreement, aggregating $30.1 million. The letters of credit were provided to mortgage lenders to secure the Company’s obligations in relation to certain reserves and capital requirements per the respective loan agreements. The letters of credit issued under the Agreement have reduced the amount available under the facility commensurate with their face values but remain undrawn as of March 31, 2024 and no separate liability has been recorded in association with them. As of March 31, 2024, there was $153 million drawn under the Agreement with an available remaining balance of $616.9 million under the facility, including undrawn letters of credit. Financing costs associated with executing the Agreement of $4.7 million and $5.1 million as of March 31, 2024 and December 31, 2023, respectively, are included in the prepaid expenses and other assets line item of the consolidated balance sheets, as deferred financing costs, net. Variable Rate Loans On January 2, 2024, the Company paid off three variable rate mortgage loans aggregating $75.7 million, which were due to mature in the fourth quarter of 2024. The loans were secured by Hudson Commons, Greenbrook Commons, and Gun Hill Commons, and bearing interest at a rate of 7.34% on the pay off date. In connection with the prepayment, the Company recognized a $0.3 million loss on extinguishment of debt. Yonkers Gateway Center On March 28, 2024, the Company refinanced the mortgage secured by its property, Yonkers Gateway Center, with a new 5-year, $50 million mortgage loan bearing interest at a fixed rate of 6.30%. The proceeds from the new loan were used to pay off the previous mortgage on the property which had an outstanding balance of $22.7 million. Mortgage on Kingswood Center In March 2023, an office tenant representing 50,000 sf (approximately 40% of the total gross leasable area) informed us that they intended to vacate in 2024, and a tenant representing 17,000 sf terminated their lease early, effective April 17, 2023. As a result of these events, the Company notified the servicer that the projected cash flows generated by the property would 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 March 31, 2024, the loan is in the foreclosure process and the Company has accrued default interest of $3.3 million which is included in the accounts payable, accrued expenses and other liabilities line item of the consolidated balance sheets. 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 2.5 years. As of March 31, 2024, the remaining exposure under the guarantee is $5.6 million. There was no separate liability recorded related to this guarantee. |