Mortgage and Other Indebtedness | Note 7 – Mortgage and Other Indebtedness The table below details the Company’s debt balance at June 30, 2023 and December 31, 2022: (dollars in thousands) Maturity Date Rate Type Interest Rate (1) June 30, 2023 December 31, 2022 Basis Term Loan (net of discount of $ 38 and $ 79 , respectively) January 1, 2024 Floating (2) 8.62 % $ 67,147 (3), (4) $ 67,086 (3) Hollinswood Shopping Center Loan December 1, 2024 LIBOR + 2.25% (5) 4.06 % 12,600 12,760 Avondale Shops Loan June 1, 2025 Fixed 4.00 % 2,927 2,985 Vista Shops at Golden Mile Loan (net of discount of $ 0 and $ 12 , respectively) (6) June 24, 2024 Fixed 3.83 % 11,345 11,478 Brookhill Azalea Shopping Center Loan January 31, 2025 LIBOR + 2.75% 7.97 % 8,747 8,762 Lamar Station Plaza West Loan (net of discount of $ 82 and $ 95 , respectively) December 10, 2027 Fixed 5.67 % 18,329 18,317 Lamont Street Preferred Interest (net of discount of $ 0 and $ 29 , respectively) (7) September 30, 2023 Fixed 13.50 % — 4,241 Highlandtown Village Shopping Center Loan (net of discount of $ 42 and $ 14 , respectively) (8) May 10, 2028 SOFR + 2.5% 6.085 % 8,708 5,241 Cromwell Field Shopping Center Loan (net of discount of $ 68 and $ 77 , respectively) December 22, 2027 Fixed 6.71 % 10,122 10,113 Midtown Row Loan (net of discount of $ 22 and $ 25 , respectively) December 1, 2027 Fixed 6.48 % 75,978 75,975 Midtown Row/Fortress Mezzanine Loan (9) December 1, 2027 Fixed 12.00 % 15,931 17,895 Spotswood Valley Square Shopping Center Loan (net of discount of $ 0 and $ 31 , respectively) July 6, 2023 Fixed 4.82 % — 11,849 The Shops at Greenwood Village (net of discount of $ 85 and $ 94 , respectively) October 10, 2028 SOFR + 2.85% (10) 5.85 % 22,499 22,772 $ 254,333 $ 269,474 Unamortized deferred financing costs, net ( 1,752 ) (4) ( 1,858 ) Total Mortgage and Other Indebtedness $ 252,581 $ 267,616 (1) At June 30, 2023, the floating rate loans tied to the London Inter-Bank Offered Rate (“LIBOR”) were based on the one-month LIBOR rate of 5.22 %. Beginning July 1, 2023, one-month LIBOR is no longer published and all remaining debt referencing LIBOR was replaced with SOFR (as defined below). (2) The interest rate for the Basis Term Loan is the greater of (i) SOFR plus 3.97 % per annum and (ii) 6.125 % per annum. On November 23, 2022, the Company entered into an interest rate cap agreement to cap the SOFR interest rate at 4.65 % effective January 1, 2023, which replaced the existing interest rate cap agreement that capped the SOFR interest rate at 3.5 %. (3) The outstanding balance includes $ 0.3 million of exit fees. (4) The outstanding balances of $ 67.1 million and $( 1.8 ) million include $ 14.6 million and less than $( 0.1 ) million, respectively, that were reclassified to mortgages related to assets held for sale. (5) The Company has entered into an interest rate swap which fixes the interest rate of this loan at 4.06 %. On May 3, 2023, the Hollinswood loan agreement was amended to replace LIBOR with SOFR, effective July 1, 2023. (6) On June 28, 2023, the Company entered into an agreement to extend the maturity date of this loan to June 24, 2024. (7) The outstanding bal ance includes approximately $ 0.3 million of indebtedness as of December 31, 2022 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 . ” (8) On May 5, 2023, the Company refinanced the Highlandtown Village Shopping Center Loan to extend the maturity date to May 10, 2028 and entered into an interest rate swap which fixes the interest rate of the new loan at 6.085 % as described below under the heading “ — Mortgage Indebtedness” . The prior loan carried an interest rate of 4.13 %. (9) The outstanding balance reflects the fair value of the debt. (10) On October 6, 2021, the Company entered into an interest rate swap which fixes the interest rate of this loan at 4.082 %. On May 1, 2023, the interest rate was amended to replace Prime with SOFR plus a spread of 2.85 %. The Company terminated the existing interest rate swap and entered into a new interest rate swap agreement to fix the interest rate at 5.85 %. 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. The 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 agreement that effectively capped the prior-LIBOR rate at 3.50 % per annum. On August 1, 2022, the interest rate cap agreement was modified to cap the SOFR rate at 3.50 % per annum. The interest rate cap expired 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 June 30, 2023, the effective interest rate of the Basis Term Loan was 8.62 % and the outstanding principal balance was $ 66.9 million. On July 20, 2023, the Company sold one of the properties, Dekalb, securing the Basis Term Loan and repaid $ 17.4 million of the outstanding principal balance on the Basis Term Loan with proceeds from the sale. The Company was in compliance with the Basis Loan Agreement's debt service coverage calculation for the twelve months ended June 30, 2023. Lamont Street Preferred Interest In connection with the closing of the Highlandtown and Spotswood acquisitions on May 21, 2021 and June 4, 2021, respectively, Lamont Street Partners LLC (“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 was entitled to a cumulative annual return of 13.5 % (the “Lamont Street Class A Return”), of which 10.0 % was paid current and 3.5 % was accrued. Lamont Street’s interests were to be redeemed on or before September 30, 2023 (the “Lamont Street Redemption Date”). The Lamont Street Redemption Date could be extended by the Company 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 was paid on or before the Lamont Street Redemption Date, then the redemption price was 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 was 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”). On May 5, 2023, the Company refinanced the Highlandtown mortgage loan and used a portion of the proceeds to redeem $ 1.9 million of the Lamont Street Preferred Interest. On June 30, 2023, the Company used a portion of the proceeds from the sale of the Spotswood property to redeem the remaining $ 2.3 million of the Lamont Street Preferred Interest, which amount includes the remaining Lamont Street Minimum Multiple Amount. Mortgage Indebtedness In addition to the indebtedness described above, as of June 30, 2023 and December 31, 2022, the Company had approximately $ 171.3 million and $ 180.3 million, respectively, of outstanding mortgage indebtedness secured by individual properties. On October 6, 2021, the Company entered into a $ 23.5 million mortgage loan secured by the Greenwood property, which bears interest at prime rate less 0.35 % per annum and matures on October 10, 2028 . The Company entered into an interest rate swap which fixed the interest rate of the loan at 4.082 %. On May 1, 2023, the interest rate was amended to replace Prime with SOFR plus a spread of 2.85 %. The Company terminated the existing interest rate swap agreement and entered into a new interest rate swap agreement which fixes the interest rate of the loan at 5.85 %. On May 3, 2023, the loan agreement for the Company's mortgage loan secured by the Hollinswood property was amended to replace the LIBOR interest rate with SOFR plus a spread of 2.36 %. On May 5, 2023, the Company refinanced the mortgage loan secured by Highlandtown Village Shopping Center. The new loan has a principal balance of $ 8.7 million, which bears interest at SOFR plus a spread of 2.5 % per annum and matures on May 10, 2028 . The Company has entered into an interest rate swap which fixes the interest rate of the loan at 6.085 %. 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 fair value option. The fair value at June 30, 2023 and December 31, 2022 was $ 15.9 million and $ 17.9 million, respectively. For the three and six months ended June 30, 2023, the Company recognized a loss of $ 1.1 million and net gain of $ 2.1 million, respectively, on fair value change of debt held under the fair value option in the condensed consolidated statements of operations and a loss of $ 1.3 million and net gain of $ 0.4 million, respectively, in Change in fair value due to credit risk on debt held under the fair value option in the condensed consolidated statements of comprehensive income (loss). For the three and six months ended June 30, 2023, the Company recognized $ 0.4 million and $ 0.9 million, respectively, of interest expense in the condensed consolidated statements of operations, which includes $ 0.2 million and $ 0.5 million, respectively, of Capitalized Interest recorded in the condensed consolidated balance sheets. 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 June 30, 2023: (dollars in thousands) Amount Due Remainder of 2023 $ 12,072 2024 (1) 81,128 2025 12,197 2026 2,221 2027 118,667 2028 28,111 Thereafter - 254,396 Unamortized debt discounts and deferred financing costs, net and fair value option adjustment ( 1,815 ) Total $ 252,581 (1) Includes $ 17.4 million of debt that was repaid in conjunction with the sale of Dekalb Plaza . 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. 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 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 June 30, 2023 and December 31, 2022, the effective interest rate of the Basis Term Loan was 8.62 % and 6.125 %, respectively. 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 ar e 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 May 3, 2023, the Hollinswood loan agreement was amended to replace LIBOR with SOFR, effective July 1, 2023. 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 %. On May 1, 2023, the Company terminated the existing interest rate swap agreement and entered into a new interest rate swap agreement on the Greenwood Village Loan to fix the interest rate at 5.85 %. The Company also received $ 2.2 million upon the termination of the existing interest rate swap agreement. On May 5, 2023, the Company entered into an interest rate swap agreement on the Highlandtown Village Shopping Center mortgage loan to fix the interest rate at 6.085 %. The Company recognizes all derivative instruments as assets or liabilities at their fair value in the condensed consolidated balance sheets. Changes in the fair value of the Company’s derivatives that are not designated as hedges or do not meet the criteria of hedge accounting are recognized in earnings. For the three months ended June 30, 2023 and 2022, the Company recognized gains of approximately $ 0.3 million and $ 0.8 million, respectively, as a component of “Derivative fair value adjustment” on the condensed consolidated statements of operations. For the six months ended June 30, 2023 and 2022, the Company recognized (losses) gains of approximately $( 0.3 ) million and $ 2.6 million, respectively, as a component of “Derivative fair value adjustment” on the condensed consolidated statements of operations. The fair value of the Company’s derivative financial instruments as of June 30, 2023 and December 31, 2022 was an interest rate cap asset of $ 0.2 million for each period and an interest rate swap asset of approximately $ 1.5 million and $ 3.2 million at June 30, 2023 and December 31, 2022, respectively. The interest rate cap asset and interest rate swap asset are included in Derivative assets. Covenants The Company’s loan agreements contain customary financial and operating covenants including debt service coverage ratios and aggregate minimum unencumbered cash covenants. As of June 30, 2023, the Company was in compliance with all covenants under its debt agreements. |