Mortgage and Other Indebtedness | Note 7 – Mortgage and Other Indebtedness The table below details the Company’s debt balance as of December 31, 2023 and 2022, as well as the effective interest rates as of December 31, 2023: (dollars in thousands) Maturity Date Rate Type (1) Interest Rate December 31, 2023 December 31, 2022 Basis Term Loan (net of discount of $ 21 and $ 79 , respectively) July 1, 2024 Floating (2) 8.62 % $ 8,491 (3) $ 67,086 (3) Hollinswood Shopping Center Loan December 1, 2024 SOFR + 2.36 % (4) 4.06 % 12,437 12,760 Avondale Shops Loan June 1, 2025 Fixed 4.00 % 2,868 2,985 Vista Shops at Golden Mile Loan (net of discount of $ 9 and $ 12 , respectively) (5) June 24, 2024 Fixed 7.73 % 11,252 11,478 Brookhill Azalea Shopping Center Loan January 31, 2025 SOFR + 2.75% 8.10 % 9,198 8,762 Crestview Shopping Center Loan (net of discount of $ 53 and $ 0 , respectively) September 29, 2026 Fixed 7.83 % 11,947 — Lamar Station Plaza West Loan (net of discount of $ 73 and $ 95 , respectively) December 10, 2027 Fixed 5.67 % 18,927 18,317 Lamont Street Preferred Interest (net of discount of $ 0 and $ 29 , respectively) (6) September 30, 2023 Fixed 13.50 % — 4,241 Highlandtown Village Shopping Center Loan (net of discount of $ 38 and $ 14 , respectively) (7) May 10, 2028 SOFR + 2.5% 6.09 % 8,712 5,241 Cromwell Field Shopping Center Loan (net of discount of $ 60 and $ 77 , respectively) December 22, 2027 Fixed 6.71 % 10,597 10,113 Midtown Row Loan (net of discount of $ 19 and $ 25 , respectively) December 1, 2027 Fixed 6.48 % 75,981 75,975 Midtown Row/Fortress Mezzanine Loan (8) December 1, 2027 Fixed 12.00 % 16,187 17,895 Spotswood Valley Square Shopping Center Loan (net of discount of $ 0 and $ 31 , respectively) July 6, 2023 Fixed 4.82 % — 11,849 Coral Hills Shopping Center Loan (net of discount of $ 189 and $ 0 , respectively) October 31, 2033 Fixed 6.95 % 12,560 — West Broad Shopping Center Loan (net of discount of $ 88 and $ 0 , respectively) December 21, 2033 Fixed 7.00 % 11,712 — The Shops at Greenwood Village Loan (net of discount of $ 80 and $ 94 , respectively) October 10, 2028 SOFR + 2.85 % (9) 5.85 % 22,218 22,772 $ 233,087 $ 269,474 Unamortized deferred financing costs, net ( 2,038 ) ( 1,858 ) Total Mortgage and Other Indebtedness $ 231,049 $ 267,616 (1) Beginning July 1, 2023, one-month London Inter-Bank Offered Rate (“LIBOR”) is no longer published and all remaining debt referencing LIBOR was replaced with the Secured Overnight Financing Rate (“SOFR”) . (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 less than $ 0.1 million and $ 0.3 million of exit fees at December 31, 2023 and 2022, respectively. (4) 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. (5) On June 28, 2023, the Company entered into an agreement to amend the interest rate to 7.73 % and extend the maturity date of this loan to June 24, 2024 . On February 8, 2024, the Company refinanced the Vista Shops at Golden Mile Loan to extend the maturity date to February 8, 2029 and entered into an interest rate swap which fixes the interest rate of the new loan at 6.90 %. (6) The outstanding balance 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 .” (7) 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 %. (8) The outstanding balance reflects the fair value of the debt. (9) 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 was originally secured by mortgages on the following properties: Coral Hills, Crestview, Dekalb, Midtown Colonial, Midtown Lamonticello and West Broad. As of December 31, 2023, the Basis Term Loan is secured by Midtown Colonial and Midtown Lamonticello. The Basis Term Loan initial maturity was January 1, 2023, subject to two one-year extension options, subject to certain conditions. On November 2, 2022, the Company exercised one of the one-year extension options and the maturity date was extended to January 1, 2024. On December 6, 2023, the Company exercised the remaining extension option and the maturity date was extended to July 1, 2024. T he Basis Loan Agreement was amended and restated on June 29, 2022 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. 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 December 31, 2023, the interest rate of the Basis Term Loan was 8.62 %. On July 20, 2023, the Company sold Dekalb and repaid $ 17.4 million of the outstanding principal balance on the Basis Term Loan with proceeds from the sale. On September 29, 2023, the Company received a loan secured by Crestview and repaid $ 14.3 million of the outstanding principal balance on the Basis Term Loan with proceeds from the new mortgage loan. Also on October 31, 2023, the Company received a loan secured by Coral Hills and repaid $ 12.8 million of the outstanding principal balance on the Basis Term Loan with proceeds from the new mortgage loan. Additionally, on December 21, 2023, the Company received a loan secured by West Broad and repaid $ 13.9 million of the outstanding principal balance on the Basis Term Loan with proceeds from the new mortgage loan. As of December 31, 2023, the outstanding balance of the Basis Term Loan was $ 8.5 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 Basis Loan Agreement's debt service coverage calculation for the twelve months ended December 31, 2023. 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 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 December 31, 2023 and 2022, the Company had approximately $ 208.4 million and $ 180.3 million, respectively, of outstanding mortgage indebtedness secured by individual properties. The Hollinswood mortgage, Vista Shops mortgage, Brookhill mortgage, Crestview mortgage, Highlandtown mortgage, Cromwell mortgage, Lamar Station Plaza West mortgage, Midtown Row mortgage, Coral Hills mortgage, West Broad mortgage and Greenwood Village 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 Crestview Shopping Center 1.25 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 1.30 to 1.00 Midtown Row 1.15 to 1.00 Coral Hills Shopping Center 1.20 to 1.00 West Broad Shopping Center 1.25 to 1.00 The Shops at Greenwood Village 1.40 to 1.00 (1) The debt service coverage ratio testing commenced 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. On October 6, 2021, the Company entered into a $ 23.5 million mortgage loan secured by the Greenwood Village 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 %. On June 28, 2023, the loan agreement for the Company's mortgage loan secured by the Vista Shops at Golden Mile was amended to change the interest rate to 7.73 % per annum and extend the maturity date to June 24, 2024 . On February 8, 2024, the Company refinanced the mortgage loan. The new loan has a principal balance of $ 16.2 million, bears interest at SOFR plus a spread of 2.75 % per annum and matures on February 8, 2029 . The Company entered into an interest rate swap which fixes the interest rate of the loan at 6.90 %. On September 29, 2023, the Company received a $ 12.0 million loan secured by Crestview Shopping Center, which bears interest at a rate of 7.83 % per annum and matures on September 29, 2026 . The Company used the proceeds to pay down the Basis Term Loan. On October 31, 2023, the Company received a $ 12.8 million loan secured by the Coral Hills property, which bears interest at a rate of 6.95 % per annum and matures on October 31, 2033 . The Company used the proceeds to pay down the Basis Term Loan. On December 21, 2023, the Company received an $ 11.8 million loan secured by the West Broad property, which bears interest at a rate of 7.00 % per annum and matures on December 21, 2033 . The Company used the proceeds to pay down the Basis Term Loan. As of December 31, 2023, 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 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 is paid in cash (the “Current Interest”) and a portion of the interest is 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 was 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 %. As of December 31, 2023, the Mezzanine Loan Interest rate was 13 % per annum, comprised of a 5 % Current Interest rate and a 8 % Capitalized Interest rate. 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 December 31, 2023 and December 31, 2022 was $ 16.2 million and $ 17.9 million, respectively. For the years ended December 31, 2023 and 2022, the Company recognized a net gain of $ 2.3 million and a net loss of $ 3.1 million, respectively, in net gain (loss) on fair value change on debt held under the fair value option in the consolidated statements of operations and $ 0.5 million and $ 0.1 million, respectively, 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 years ended December 31, 2023 and 2022, the Company recognized $ 1.9 million and $ 0.2 million, respectively, of interest expense in the consolidated statements of operations, which includes $ 1.1 million and $ 0.1 million, respectively, of Capitalized Interest recorded in the consolidated balance sheets. Deferred Financing Costs and Debt Discounts The total am ount of deferred financing costs associated with the Company’s debt as of December 31, 2023 and 2022 was $ 3.4 million, gross ($ 2.0 million, net) and $ 3.2 million, gross ($ 1.9 million, net), respectively. Debt discounts associated with the Company’s debt as of December 31, 2023 and 2022 was $ 1.3 million, gross ($ 0.6 million, net) and $ 2.1 million, gross ($ 0.4 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 $ 0.8 million and $ 1.5 million for the years ended December 31, 2023 and 2022, 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, 2023: Year ending December 31, (in thousands) 2024 (1) $ 33,883 2025 14,004 2026 14,695 2027 120,120 2028 28,567 Thereafter 22,503 233,772 Unamortized debt discounts and deferred financing costs, net and fair value option adjustment ( 2,723 ) Total $ 231,049 (1) Includes $ 11.2 million of debt that was repaid on February 8, 2024 in connection with the refinance of the mortgage loan secured by the Vista Shops at Golden Mile. 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, 2023 and 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 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 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 prior 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 %. On February 8, 2024, the Company entered into an interest rate swap agreement on the Vista Shops at Golden Mile mortgage loan to fix the interest rate at 6.90 %. The Company recognizes all derivative instruments as assets or liabilities at their fair value in the 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 years ended December 31, 2023 and 2022, the Company recognized a net loss of approximately $ 1.2 million and a net gain of approximately $ 3.4 million, respectively, as a component of "Derivative fair value adjustment" on the consolidated statements of operations. The fair value of the Company’s derivative financial instruments as of December 31, 2023 and 2022 was an interest rate swap asset of approximately $ 0.8 million and $ 3.2 million, respectively, and an interest rate cap asset of $ 0.2 million at December 31, 2022. The interest rate cap asset and interest rate swap asset are included in Other assets, net on the consolidated balance sheets. 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 December 31, 2023, the Company was in compliance with all covenants under its debt agreements. |