MORTGAGES PAYABLE | MORTGAGES PAYABLE The following is a summary of mortgages payable as of June 30, 2024 and December 31, 2023. (Amounts in thousands) Maturity Interest Rate at June 30, 2024 June 30, 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% 51,598 52,278 Total variable rate debt 51,598 127,969 Fixed rate Brick Commons 12/10/2024 3.87% 47,190 47,683 West End Commons 12/10/2025 3.99% 23,959 24,196 Town Brook Commons 12/1/2026 3.78% 29,922 30,229 Rockaway River Commons 12/1/2026 3.78% 26,492 26,763 Hanover Commons 12/10/2026 4.03% 60,747 61,324 Tonnelle Commons 4/1/2027 4.18% 96,210 97,115 Manchester Plaza 6/1/2027 4.32% 12,500 12,500 Millburn Gateway Center 6/1/2027 3.97% 21,773 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 —% — 69,054 Hackensack Commons 3/1/2028 4.36% 66,400 66,400 Marlton Commons 12/1/2028 3.86% 36,378 36,725 Union (Vauxhall) 12/10/2028 4.01% 44,798 45,202 Yonkers Gateway Center (4) 4/10/2029 6.30% 50,000 23,148 Ledgewood Commons 5/5/2029 6.03% 50,000 — The Shops at Riverwood 6/24/2029 4.25% 21,142 21,326 Shops at Bruckner 7/1/2029 6.00% 37,587 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% 74,595 75,590 Montclair (5) 8/15/2030 3.15% 7,250 7,250 Garfield Commons 12/1/2030 4.14% 39,250 39,607 Woodmore Towne Centre 1/6/2032 3.39% 117,200 117,200 Newington Commons 7/1/2033 6.00% 15,821 15,920 Shops at Caguas 8/1/2033 6.60% 82,000 82,000 Mount Kisco Commons 11/15/2034 6.40% 10,752 11,098 Total fixed rate debt 1,464,570 1,462,766 Total mortgages payable 1,516,168 1,590,735 Unamortized debt issuance costs (13,138) (12,625) Total mortgages payable, net $ 1,503,030 $ 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 were insufficient to cover the debt service and that it was unwilling to fund the shortfalls. In May 2023, the mortgage was transferred to special servicing at the Company's request. On June 27, 2024, the property was foreclosed on and the lender took possession, discharging the Company of all assets and liabilities associated with it. As a result, the Company recognized a $21.7 million gain on extinguishment of debt. (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 June 30, 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 June 30, 2024, we were in compliance with all debt covenants . As of June 30, 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) $ 54,040 2025 37,945 2026 126,607 2027 318,273 2028 323,629 2029 202,039 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 1.03% 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 June 30, 2024 and no separate liability has been recorded in association with them. As of June 30, 2024, $150 million was drawn under the Agreement with an available remaining balance of $619.9 million, including undrawn letters of credit. Subsequent to the quarter, the Company repaid an additional $45 million on the outstanding balance using proceeds generated from equity issuances under its at-the-market equity offering program (the “ATM Program”). Financing costs associated with executing the Agreement of $4.3 million and $5.1 million as of June 30, 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. Ledgewood Commons On May 3, 2024, the Company obtained a 5-year, $50 million mortgage loan secured by its property Ledgewood Commons, located in Roxbury Township, NJ. The loan bears interest at a fixed rate of 6.03%. 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 it was 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, the Company began to accrue default interest at a rate of 5% on the outstanding principal balance. On June 27, 2024, the foreclosure process was completed and the lender took possession of the property, eliminating the $68.6 million mortgage liability secured by the property and resulting in a $21.7 million gain on extinguishment of debt. 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 2.25 years. As of June 30, 2024, the remaining exposure under the guarantee is $5.1 million. There was no separate liability recorded related to this guarantee. |