Mortgage and Other Indebtedness | Note 6 – Mortgage and Other Indebtedness The table below details the Company’s debt balance as of December 31, 2022 and 2021: (dollars in thousands) Maturity Date Rate Type Interest Rate (1) December 31, 2022 December 31, 2021 Basis Term Loan (net of discount of $ 79 and $ 373 , respectively) January 1, 2024 Floating (2) 6.125 % $ 67,086 (3) $ 66,811 Basis Preferred Interest (net of discount of $ 0 and $ 75 , respectively) (4) January 1, 2023 (5) Fixed 14.00 % (6) — 8,560 MVB Term Loan June 27, 2023 (7) Fixed 6.75 % — 3,934 MVB Revolver June 27, 2023 (7) Floating (8) 7.75 % — 1,404 Hollinswood Shopping Center Loan December 1, 2024 LIBOR + 2.25% (9) 4.06 % 12,760 13,070 Avondale Shops Loan June 1, 2025 Fixed 4.00 % 2,985 3,097 Vista Shops at Golden Mile Loan (net of discount of $ 12 and $ 39 , respectively) (10) June 24, 2023 Fixed 3.83 % 11,478 11,661 Brookhill Azalea Shopping Center Loan January 31, 2025 LIBOR + 2.75% 7.14 % 8,762 9,034 Lamar Station Plaza East Loan (net of discount of $ 0 and $ 8 , respectively) October 17, 2022 (11) WSJ Prime (12) 6.14 % — 3,507 Lamar Station Plaza West Loan (net of discount of $ 95 and $ 0 , respectively) December 10, 2027 Fixed 5.67 % 18,317 — Lamont Street Preferred Interest (net of discount of $ 29 and $ 67 , respectively) (13) September 30, 2023 Fixed 13.50 % 4,241 4,498 Highlandtown Village Shopping Center Loan (net of discount of $ 14 and $ 46 , respectively) May 6, 2023 Fixed 4.13 % 5,241 5,364 Cromwell Field Shopping Center Loan (net of discount of $ 77 and $ 144 , respectively) December 22, 2027 (14) Fixed (15) 6.71 % 10,113 12,249 Cromwell Field Shopping Center Mezzanine Loan (net of discount of $ 0 and $ 18 , respectively) December 31, 2022 (14), (16) Fixed 10.00 % — 1,512 Midtown Row Loan (net of discount of $ 25 and $ 0 , respectively) December 1, 2027 Fixed 6.48 % 75,975 — Midtown Row Mezzanine Loan December 1, 2027 Fixed 12.00 % 17,895 (17) — Spotswood Valley Square Shopping Center Loan (net of discount of $ 31 and $ 94 , respectively) July 6, 2023 Fixed 4.82 % 11,849 12,100 The Shops at Greenwood Village (net of discount of $ 94 and $ 114 , respectively) October 10, 2028 Prime - 0.35% (18) 4.08 % 22,772 23,296 $ 269,474 $ 180,097 Unamortized deferred financing costs, net ( 1,858 ) ( 1,115 ) Total Mortgage and Other Indebtedness $ 267,616 $ 178,982 (1) At December 31, 2022, the floating rate loans tied to LIBOR were based on the one-month LIBOR rate of 4.39 %. (2) The interest rate for the Basis Term Loan is the greater of (i) SOFR (as defined below) plus 3.97 % per annum and (ii) 6.125 % per annum. On August 1, 2022, the interest rate cap that capped the prior-LIBOR rate was modified to cap the SOFR rate on this loan at 3.5 %. This interest rate cap matured on January 1, 2023. On November 23, 2022, the Company entered into an interest rate cap agreement, effective January 1, 2023, to cap the SOFR interest rate at 4.65 %. (3) The outstanding balance includes $ 0.3 million of exit fees as of December 31, 2022. (4) The outstanding balance included approximately $ 0.8 million of indebtedness as of December 31, 2021 related to the Minimum Multiple Amount (as defined below) owed to the Preferred Investor as described below under the heading “ —Basis Preferred Interest .” The Basis Preferred Interest was repaid on November 23, 2022 with proceeds from the Preferred Equity Investment. (5) If the Basis Term Loan was paid in full earlier than its maturity date, the Basis Preferred Interest in the Sub-OP (as defined below) would have matured at that time. (6) In June 2020, the Preferred Investor made additional capital contributions of approximately $ 2.9 million as described below under the heading “ —Basis Preferred Interest ” of which approximately $ 0.9 million was outstanding at December 31, 2021. The Preferred Investor was entitled to a cumulative annual return of 13.0 % on the additional contributions. (7) In March 2022, the Company entered into a six-month extension on the MVB Term Loan and the MVB Revolver (each as defined below) as described under the heading "— MVB Loans ." The Company repaid the MVB Term Loan and MVB Revolver on November 23, 2022 with proceeds from the Preferred Equity Investment. (8) The interest rate on the MVB Revolver was the greater of (i) prime rate plus 1.5 % and (ii) 6.75 %. (9) The Company has entered into an interest rate swap which fixes the interest rate of the loan at 4.06 %. (10) The Company completed the refinance of this loan in March 2021 as described below under the heading “ —Mortgage Indebtedness .” The prior loan matured on January 25, 2021 and carried an interest rate of LIBOR plus 2.5 % per annum. (11) In August 2022, the Company entered into a modification to the Lamar Station Plaza East loan to extend the maturity date to October 17, 2022 , effective July 17, 2022, as described below under the heading " — Mortgage Indebtedness ". The Lamar Station Plaza East loan was repaid on November 23, 2022 with proceeds from the Preferred Equity Investment. (12) As a result of the loan modification the Company entered into in August 2022, the interest rate on the Lamar Station Plaza East loan was the Wall Street Journal Prime Rate, effective July 17, 2022. (13) The outstanding balances include approximately $ 0.3 million and $ 0.6 million of indebtedness as of December 31, 2022 and 2021, respectively, related to the Lamont Street Minimum Multiple Amount (as defined below) owed to Lamont Street as described below under the heading "—Lamont Street Preferred Interest." (14) On November 9, 2022, the Company entered into a modification to the Cromwell Field Shopping Center mortgage and mezzanine loans to extend the maturity dates to December 31, 2022. In December 2022, the Company refinanced the Cromwell Field Shopping Center mortgage. (15) Prior to the refinancing of the Cromwell Field Shopping Center mortgage loan in December 2022, the interest rate on the loan was LIBOR plus 5.40 % per annum with a minimum LIBOR rate of 0.50 %. (16) On December 2022, the Company repaid the Cromwell Field Shopping Center Mezzanine loan. (17) The outstanding balance reflects the fair value of the debt. (18) The Company entered into an interest rate swap which fixes the interest rate of this loan at 4.082 %. Basis Term Loan In December 2019, six of the Company’s subsidiaries, as borrowers (collectively, the “Borrowers”), and Big Real Estate Finance I, LLC, a subsidiary of a real estate fund managed by Basis Management Group, LLC (“Basis”), as lender (the “Basis Lender”), entered into a loan agreement (the “Basis Loan Agreement”) pursuant to which the Basis Lender made a senior secured term loan of up to $ 66.9 million (the “Basis Term Loan”) to the Borrowers. Pursuant to the Basis Loan Agreement, the Basis Term Loan is secured by mortgages on the following properties: Coral Hills, Crestview, Dekalb, Midtown Colonial, Midtown Lamonticello and West Broad. The Basis Term Loan initial maturity was January 1, 2023, subject to two one-year extension options, subject to certain conditions. The Company exercised one of the one-year extension options and the maturity date was extended to January 1, 2024. T he Basis Loan Agreement was amended and restated on June 29, 2022 to replace LIBOR with the Secured Overnight Financing Rate (“SOFR”). The Basis Term Loan bears interest at a rate equal to the greater of (i) SOFR plus 3.97 % per annum and (ii) 6.125 % per annum. The Borrowers entered into an interest rate cap that effectively capped the prior-LIBOR rate at 3.50 % per annum. On August 1, 2022, the interest rate cap was modified to cap the SOFR rate at 3.50 %. The interest rate cap matured on January 1, 2023. On November 23, 2022, the Company entered into an interest rate cap agreement, effective January 1, 2023, to cap the SOFR interest rate at 4.65 %. As of December 31, 2022, the interest rate of the Basis Term Loan was 6.125 % and the outstanding balance was $ 66.9 million. Certain of the Borrowers’ obligations under the Basis Loan Agreement are guaranteed by the Company and by Michael Z. Jacoby, the Company’s chairman and chief executive officer, and Thomas M. Yockey, a director of the Company. The Company has agreed to indemnify Mr. Yockey for any losses he incurs as a result of his guarantee of the Basis Term Loan. The Basis Loan Agreement contains certain customary representations and warranties and affirmative negative and restrictive covenants, including certain property related covenants for the properties securing the Basis Term Loan, including a requirement that certain capital improvements be made. The Basis Lender has certain approval rights over amendments or renewals of material leases (as defined in the Basis Loan Agreement) and property management agreements for the properties securing the Basis Term Loan. If (i) an event of default exists, (ii) BSR or any other subsidiary of the Company serving as property manager for one of the secured parties becomes bankrupt, insolvent or a debtor in an insolvency proceeding, or there is a change of control of BSR or such other subsidiary without approval by the Basis Lender, (iii) a default occurs under the applicable management agreement, or (iv) the property manager has engaged in fraud, willful misconduct, misappropriation of funds or is grossly negligent with regard to the applicable property, the Basis Lender may require a Borrower to replace BSR or such other subsidiary of the Company as the property manager and hire a third party manager approved by the Basis Lender to manage the applicable property. The Borrowers are generally prohibited from selling the properties securing the Basis Term Loan and the Company is prohibited from transferring any interest in any of the Borrowers, in each case without consent from the Basis Lender. The Company is prohibited from engaging in transactions that would result in a Change in Control (as defined in the Basis Loan Agreement) of the Company. Under the Basis Loan Agreement, among other things, it is deemed a Change in Control if Michael Z. Jacoby ceases to be the chairman and chief executive officer of the Company and actively involved in the daily activities and operations of the Company and the Borrowers and a competent and experienced person is not approved by the Basis Lender to replace Mr. Jacoby within 90 days of him ceasing to serve in such roles. The Basis Loan Agreement provides for standard events of default, including nonpayment of principal and other amounts when due, non-performance of covenants, breach of representations and warranties, certain bankruptcy or insolvency events and changes in control. If an event of default occurs and is continuing under the Basis Loan Agreement, the Basis Lender may, among other things, require the immediate payment of all amounts owed thereunder. In addition, if there is a default by Mr. Jacoby under a certain personal loan as long as he has pledged OP units as collateral for such loan, and such default has not been waived or cured, then the Basis Lender will have the right to sweep the Borrowers’ cash account in which they collect and retain rental payments from the properties securing the Basis Term Loan on a daily basis in order for the Basis Lender to create a cash reserve that will serve as collateral for the Basis Term Loan. The Basis Loan Agreement includes a debt service coverage calculation based on the trailing twelve month's results which includes an adjustment for tenants that are more than one-month delinquent in paying rent. A debt service coverage ratio below 1.10x is a Cash Trap Trigger Event (as defined in the Basis Loan Agreement), which gives the Basis Lender the right to institute a cash management period until the trigger is cured. A debt service coverage ratio below 1.05x for two consecutive calendar quarters gives the Basis Lender the right to remove the Company as manager of the properties. The Company was in compliance with the debt service coverage calculation for the twelve months ended December 31, 2022. Basis Preferred Interest In December 2019, the Operating Partnership and Big BSP Investments, LLC, a subsidiary of a real estate fund managed by Basis (the “Preferred Investor”), entered into an amended and restated operating agreement (the “Sub-OP Operating Agreement”) of Broad Street BIG First OP, LLC (the “Sub-OP”), a subsidiary of the Operating Partnership. Pursuant to the Sub-OP Operating Agreement, among other things, the Preferred Investor committed to make an investment of up to $ 10.7 million in the Sub-OP, of which $ 6.9 million had been funded, in exchange for a 1.0 % membership interest in the Sub-OP designated as Class A units (the “Basis Preferred Interest”). Pursuant to the Sub-OP Operating Agreement, the Preferred Investor was entitled to a cumulative annual return of 14.0 % on its initial capital contribution (the “Class A Return”), and the Preferred Investor was entitled to a 20 % return (the “Enhanced Class A Return”) on any capital contribution made to the Sub-OP in excess of the $ 10.7 million commitment. The Preferred Investor’s interests were required to be redeemed on or before the earlier of: (i) January 1, 2023 and (ii) the date on which the Basis Term Loan was paid in full (the “Redemption Date”). The Redemption Date was able to be extended to December 31, 2023 and December 31, 2024 , in each case subject to certain conditions, including the payment of a fee equal to 0.25 % of the Preferred Investor’s net invested capital for the first extension option and a fee of 0.50 % of the Preferred Investor’s net invested capital for the second extension option. If the redemption price was paid on or before the Redemption Date, then the redemption price was equal to (a) all unreturned capital contributions made by the Preferred Investor, (b) all accrued but unpaid Class A Return, (c) all accrued but unpaid Enhanced Class A Return and (d) all costs and other expenses incurred by the Preferred Investor in connection with the enforcement of its rights under the Sub-OP Operating Agreement. Additionally, at the Redemption Date, the Preferred Investor was entitled to an amount equal to (a) the product of (i) the aggregate amount of capital contributions made and (ii) 0.4, less (b) the aggregate amount of Class A Return payments made to the Preferred Investor (the “Minimum Multiple Amount”). As of December 31, 2021, the Minimum Multiple Amount was approximately $ 0.8 million, which is included as indebtedness on the consolidated balance sheets. The Preferred Investor’s interests in the Sub-OP under the Sub-OP Operating Agreement were mandatorily redeemable, and, as a result, are characterized as indebtedness in the accompanying consolidated financial statements. On June 16, 2020, the Preferred Investor made two additional capital contributions available to the Sub-OP in the aggregate amount of approximately $ 2.9 million, which is classified as debt. The two capital contributions consisted of: (i) a $ 2.4 million capital contribution to the Sub-OP that the Sub-OP contributed to the Borrowers for purposes of making debt service payments under the Basis Loan Agreement and (ii) a $ 0.5 million capital contribution to the Sub-OP that the Sub-OP contributed to certain of its other property owning subsidiaries for purposes of making debt service payments on mortgage debt secured by the properties owned by such subsidiaries and making payments of the Class A return due to the Preferred Investor pursuant to the Sub-OP Operating Agreement. The Preferred Investor was entitled to a cumulative annual return of 13.0 % on the additional capital contributions. As described below under the heading "—Mortgage Indebtedness ," the Company repaid approximately $ 0.75 million of these funds with the proceeds from the Vista Shops mortgage refinance. Additionally, approximately $ 0.3 million of availability under the capital contributions was returned to the Preferred Investor. On October 1, 2021, approximately $ 1.0 million of availability under the capital contributions was returned to the Preferred Investor. On November 23, 2022, the Company used a portion of the proceeds from the Preferred Equity Investment to redeem the Basis Preferred Interest in full for $ 8.5 million, including accrued Class A Return and the Minimum Multiple Amount. MVB Loan In December 2019, the Company, the Operating Partnership and BSR entered into a loan agreement (the “MVB Loan Agreement”) with MVB Bank, Inc. (“MVB”) with respect to a $ 6.5 million loan consisting of a $ 4.5 million term loan (the “MVB Term Loan”) and a $ 2.0 million revolving credit facility (the “MVB Revolver”). The MVB Term Loan had a maturity date of December 27, 2022 and the MVB Revolver had an original maturity date of December 27, 2020 , which was extended to June 27, 2023. On March 22, 2022, the Company entered into agreements (the "MVB Amendments") that provided for a $ 2.0 million term loan (the "Second MVB Term Loan"). The Second MVB Term Loan had a maturity date of June 27, 2023 . The MVB Term Loan and the Second MVB Term Loan had a fixed interest rate of 6.75 % per annum. The MVB Revolver carried an interest rate of the greater of (i) prime rate plus 1.5 % and (ii) 6.75 %. On November 23, 2022, the Company used a portion of the proceeds from the Preferred Equity Investment to pay off the MVB Term Loan, the Second MVB Term Loan and the MVB Revolver for an aggregate payment of $ 6.8 million. Lamont Street Preferred Interest In connection with the closing of the Highlandtown and Spotswood Mergers on May 21, 2021 and June 4, 2021, respectively, Lamont Street contributed an aggregate of $ 3.9 million in exchange for a 1.0 % preferred membership interest in BSV Highlandtown Investors LLC (“BSV Highlandtown”) and BSV Spotswood Investors LLC (“BSV Spotswood”) designated as Class A units (the “Lamont Street Preferred Interest”). Lamont Street is entitled to a cumulative annual return of 13.5 % (the “Lamont Street Class A Return”), of which 10.0 % is paid current and 3.5 % is accrued. Lamont Street’s interests are to be redeemed on or before September 30, 2023 (the “Lamont Street Redemption Date”). The Lamont Street Redemption Date may be extended by us to September 30, 2024 and September 30, 2025 , in each case subject to certain conditions, including the payment of a fee equal to 0.25 % of Lamont Street's net invested capital for the first extension option and a fee of 0.50 % of Lamont Street's net invested capital for the second extension option. If the redemption price is paid on or before the Lamont Street Redemption Date, then the redemption price will be equal to (a) all unreturned capital contributions made by Lamont Street, (b) all accrued but unpaid Lamont Street Class A Return and (c) all costs and other expenses incurred by Lamont Street in connection with the enforcement of its rights under the agreements. Additionally, at the Lamont Street Redemption Date, Lamont Street is entitled to (i) a redemption fee of 0.50 % of the capital contributions returned and (ii) an amount equal to (a) the product of (i) the aggregate amount of capital contributions made and (ii) 0.26 less (b) the aggregate amount of Lamont Street Class A Return payments made to Lamont Street (the "Lamont Street Minimum Multiple Amount"). The Lamont Street Minimum Multiple Amount of approximately $ 1.0 million was recorded as interest expense in the consolidated statements of operations during the second quarter of 2021. As of December 31, 2022, the remaining Lamont Street Minimum Multiple Amount was approximately $ 0.3 million, which is included in indebtedness on the consolidated balance sheet. The Operating Partnership serves as the managing member of BSV Highlandtown and BSV Spotswood. However, Lamont Street has approval rights over certain major decisions, including, but not limited to (i) the incurrence of new indebtedness or modification of existing indebtedness by BSV Highlandtown or BSV Spotswood, or their direct or indirect subsidiaries, (ii) capital expenditures over $ 100,000 , (iii) any proposed change to a property directly or indirectly owned by BSV Highlandtown or BSV Spotswood, (iv) direct or indirect acquisitions of new properties by BSV Highlandtown or BSV Spotswood, (v) the sale or other disposition of any property directly or indirectly owned by BSV Highlandtown or BSV Spotswood, (vi) the issuance of additional membership interests in BSV Highlandtown or BSV Spotswood, (vii) any amendment to an existing material lease related to the properties and (viii) decisions regarding the dissolution, winding up or liquidation of BSV Highlandtown or BSV Spotswood or the filing of any bankruptcy petition by BSV Highlandtown or BSV Spotswood or their subsidiaries. Under certain circumstances, including an event whereby Lamont Street’s interests are not redeemed on or prior to the Lamont Street Redemption Date (as it may be extended), Lamont Street may remove the Operating Partnership as the manager of BSV Highlandtown and BSV Spotswood. Mortgage Indebtedness In addition to the indebtedness described above, as of December 31, 2022 and 2021, the Company had approximately $ 180.3 million and $ 94.9 million, respectively, of outstanding mortgage indebtedness secured by individual properties. The Hollinswood mortgage, Vista Shops mortgage, Brookhill mortgage, Highlandtown mortgage, Cromwell mortgage, Spotswood mortgage, Greenwood Village mortgage, Lamar Station Plaza West mortgage and the Midtown Row mortgage require the Company to maintain a minimum debt service coverage ratio (as such terms are defined in the respective loan agreements) as follows in the table below. Minimum Debt Service Coverage Hollinswood Shopping Center 1.40 to 1.00 Vista Shops at Golden Mile 1.50 to 1.00 Brookhill Azalea Shopping Center 1.30 to 1.00 Highlandtown Village Shopping Center 1.25 to 1.00 Cromwell Field Shopping Center (1) 1.20 to 1.00 Lamar Station Plaza West (2) 1.30 to 1.00 Midtown Row (2) 1.15 to 1.00 Spotswood Valley Square Shopping Center 1.15 to 1.00 The Shops at Greenwood Village 1.40 to 1.00 (1) The debt service coverage ratio testing will commence December 31, 2023 with the following requirements: (i) 1.20 to 1.00 as of December 31, 2023; (ii) 1.55 to 1.00 as of December 31, 2024 and (iii) 1.35 to 1.00 as of December 31, 2025 and for the remaining term of the loan. (2) The Company was not required to perform the debt service coverage ratio at December 31, 2022. In March 2021, the Company completed the refinance of the Vista Shops mortgage loan. The new loan had a principal balance of $ 11.7 million, matures in June 2023 , and carries an interest rate of 3.83 % per annum. The Company deposited approximately $ 1.9 million of the proceeds from the refinance with the Basis Lender, which was applied as follows during 2021: (i) repaid approximately $ 0.75 million of the outstanding principal balance on the capital contributions, which are treated as debt, provided to the Company in June 2020 under the Basis Preferred Interest as described above under the heading “ —Basis Preferred Interest” , (ii) paid approximately $ 46,000 in accrued interest on these funds and (iii) contributed approximately $ 1.1 million into an escrow account with the Basis Lender which will be used to pay down the outstanding principal balance of the capital contributions upon satisfaction of certain conditions. At December 31, 2022, the principal balance for the Vista Shops mortgage loan was $ 11.5 million. In July 2021, the Company entered into a modification of the Lamar Station Plaza East mortgage loan, which extended the maturity date of the loan to July 2022 . The amendment also waived the debt service coverage ratio test for the period ending June 30, 2021 and required a debt service coverage ratio of (i) 1.05 to 1.0 for the three months ended September 30, 2021; (ii) 1.15 to 1.0 for the six months ended December 31, 2021; and (ii) 1.25 to 1.0 for the twelve months ended March 31, 2022. In August 2022, the Company entered into an additional loan modification of the Lamar Station Plaza East mortgage loan, which further extended the maturity date of the loan to October 17, 2022 and changed the interest rate to the Wall Street Journal Prime Rate, effective July 17, 2022. The modification also eliminated the debt service coverage ratio test and prevented the Company from receiving any additional construction advances under the loan. On November 23, 2022, the Company repaid the Lamar Station Plaza East mortgage loan with a portion of the proceeds from the Preferred Equity Investment. In connection with the closing of the Merger whereby the Company acquired The Shops at Greenwood Village as described in Note 3 under the heading “ —2021 Real Estate Acquisitions” , on October 6, 2021, the Company entered into a $ 23.5 million mortgage loan secured by the property, which bears interest at prime rate less 0.35 % per annum and matures on October 10, 2028 . The Company has entered into an interest rate swap which fixes the interest rate of the loan at 4.082 %. On November 9, 2022, the Company entered into a modification of the Cromwell Field Shopping Center mortgage and mezzanine loans, which extended the maturity dates of the loans to December 31, 2022. On December 22, 2022, the Company refinanced the C romwell Field Shopping Center mortgage loan and repaid the mezzanine loan. The new loan has a principal balance of $ 15.0 million, of which $ 10.2 million was funded at closing. This loan matures in December 2027 and carries an interest rate of 6.71 %. In connection with the closing of the Midtown Row acquisition as described in Note 3 under the heading “—2022 Real Estate Acquisitions” , in November 2022, the Company entered into a $ 76.0 million mortgage loan secured by the property, which bears interest of 6.48 % and matures on December 1, 2027 . Until December 1, 2025, payments made on the loan will be interest-only. On D ecember 9, 2022, the Company refinanced the Lamar Station Plaza West mortgage loan. The new loan has a principal capacity of $ 19.0 million of which $ 18.4 million was funded at closing. This loan matures in December 2027 and carries an interest rate of 5.67 %. As of December 31, 2022, the Company was in compliance with all covenants under its debt agreements. Fortress Mezzanine Loan In connection with the acquisition of Midtown Row, the Company also entered into a $ 15.0 million mezzanine loan (the “Fortress Mezzanine Loan”) secured by 100% of the membership interests in the entity that owns Midtown Row. The mezzanine loan matures on December 1, 2027 . Pursuant to the mezzanine loan agreement, a portion of the interest on the Fortress Mezzanine Loan will be paid in cash (the “Current Interest”) and a portion of the interest will be capitalized and added to the principal amount of the Fortress Mezzanine Loan each month (the “Capitalized Interest” and, together with the Current Interest, the "Mezzanine Loan Interest"). The initial Mezzanine Loan Interest rate is 12 % per annum, comprised of a 5 % Current Interest rate and a 7 % Capitalized Interest rate. The Capitalized Interest rate increases each year by 1 %. The Fortress Mezzanine Loan (including a prepayment penalty) will be due and payable in connection with an underwritten public offering by the Company meeting certain conditions (a “Qualified Public Offering”). However, i n connection with a Qualified Public Offering, the lender for the Fortress Mezzanine Loan has the right to convert all or a portion of the principal of the Fortress Mezzanine Loan and any prepayment penalty into shares of common stock at a price of $ 2.00 per share, subject to certain adjustments. The mezzanine loan agreement provides for cross-default in the event of a Trigger Event under the Eagles Sub-OP Operating Agreement or an event of default under the loan agreement for the Midtown Row mortgage. The Company elected to measure the Fortress Mezzanine Loan at fair value in accordance with the FVO. The fair value at November 22, 2022 and December 31, 2022 was $ 14.7 million and $ 17.9 million, respectively. The Company recognized $ 3.1 million in net loss on fair value change on debt held under the fair value option in the consolidated statements of operations and $ 0.1 million in Change in fair value due to credit risk on debt held under the fair value option in the consolidated statements of comprehensive loss. For the year ended December 31, 2022, the Company recognized $ 0.2 million of interest expense in the consolidated statements of operations, which includes $ 0.1 million of Capitalized Interest recorded in the consolidated balance sheets. PPP Loans On April 20, 2020, a wholly owned subsidiary of the Company entered into a promissory note with MVB with respect to an unsecured loan of approximately $ 0.8 million (the “PPP Loan”) pursuant to the Paycheck Protection Program (the "PPP"), which was established under the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act") and was administered by the U.S. Small Business Administration (the “SBA”). During the first quarter of 2021, the Company received forgiveness for its entire balance of the PPP Loan from the SBA, which is recognized as a gain on debt extinguishment in the Company’s statements of operations. On Marc h 18, 2021, a wholly owned subsidiary of the Company entered into a promissory note with MVB with respect to an unsecured loan of approximately $ 0.8 million (the “Second PPP Loan”) pursuant to the PPP. During the third quarter of 2021, the Company received forgiveness for its entire balance of the Second PPP Loan from the SBA, which is recognized as a gain on debt extinguishment in the Company's statements of operations. Deferred Financing Costs and Debt Discounts The total am ount of deferred financing costs associated with the Company’s debt as of December 31, 2022 and 2021 was $ 3.2 million, gross ($ 1.9 million, net) and $ 2.1 million, gross ($ 1.1 million, net), respectively. Debt discounts associated with the Company’s debt as of December 31, 2022 and 2021 was $ 2.1 million, gross ($ 0.4 million, net) and $ 2.1 million, gross ($ 1.0 million, net), respectively. Deferred financing costs and debt discounts are netted against the debt balance outstanding on the Company’s consolidated balance sheets and will be amortized to interest expense through the maturity date of the related debt. The Company recognized amortization expense of deferred financing costs and debt discounts, included in interest expense in the consolidated statements of operations, of approximately $ 1.5 million and $ 1.3 million for the years ended December 31, 2022 and 2021, respectively. Debt Maturities The following table details the Company’s scheduled principal repayments and maturities during each of the next five years and thereafter as of December 31, 2022: Year ending December 31, (in thousands) 2023 $ 34,318 2024 81,129 2025 11,910 2026 2,063 2027 117,960 Thereafter 19,772 267,152 Unamortized debt discounts and deferred financing costs, net and FVO adjustment 464 Total $ 267,616 Interest Rate Cap and Interest Rate Swap Agreements To mitigate exposure to interest rate risk, the Company entered into an interest rate cap agreement, effective December 27, 2019, on the full $ 66.9 million Basis Term Loan to cap the previously variable LIBOR interest rate at 3.5 %. On June 29, 2022, the Basis Loan Agreement was amended and restated to replace LIBOR with SOFR. The Basis Term Loan bears interest at a rate equal to the greater of (i) SOFR plus 3.97 % per annum and (ii) 6.125 % per annum. On August 1, 2022, the interest rate cap for the Basis Term Loan was modified to cap the SOFR rate at 3.5 %. On November 23, 2022, the Company entered into an interest rate cap agreement, effective January 1, 2023, on the full $ 66.9 million Basis Term Loan to cap the SOFR interest rate at 4.65 %. As of December 31, 2022 and 2021, the interest rate of the Basis Term Loan was 6.125 %. This interest rate cap matured January 1, 2023. The Company also entered into two interest rate swap agreements on the Hollinswood Loan to fix the interest rate at 4.06 %. The swap agreements are effective as of December 27, 2019 on the outstanding balance of $ 10.2 million and on July 1, 2021 for the additional availability of $ 3.0 million under the Hollinswood Loan. On October 6, 2021, the Company entered into an interest rate swap agreement on the Greenwood Village Loan to fix the interest rate at 4.082 %. The Company recognizes all derivative instruments as assets or liabilities at their fair value in the consolidated balance sheets. Changes in the fair value |