Loans Payable

9 Months Ended

Sep. 30, 2024

The Company’s loans payable consist of the following (in thousands, except monthly payment, unaudited):


Property/Description	Monthly Payment		Interest Rate	Maturity	September 30, 2024		December 31, 2023
Cypress Shopping Center	$	34,360	4.70%	July 2024	$	—	$	5,769

Conyers Crossing	Interest only		4.67%	October 2025	—		5,960
Winslow Plaza	$	24,295	4.82%	December 2025	4,271		4,331
Tuckernuck	$	32,202	5.00%	March 2026	4,658		4,771
Chesapeake Square	$	23,857	4.70%	August 2026	—		4,014
Sangaree/Tri-County	$	32,329	4.78%	December 2026	—		5,990
Timpany Plaza	Interest only		7.27%	September 2028	11,560		9,060
Village of Martinsville	$	89,664	4.28%	July 2029	14,426		14,755
Laburnum Square	$	37,842	4.28%	September 2029	7,655		7,665
Rivergate (1)	$	100,222	4.25%	September 2031	17,209		17,557
Convertible Notes	Interest only		7.00%	December 2031	30,882		31,530
Term loan, 22 properties	Interest only		4.25%	July 2032	75,000		75,000
JANAF (2)	Interest only		5.31%	July 2032	60,000		60,000
Cedar term loan, 10 properties	Interest only		5.25%	November 2032	110,000		110,000
Patuxent Crossing/Coliseum Marketplace	Interest only		6.35%	January 2033	25,000		25,000
Term loan, 12 properties	Interest only		6.19%	June 2033	61,100		61,100
Term loan, 8 properties	Interest only		6.24%	June 2033	53,070		53,070
Term loan, 5 properties	Interest only		6.80%	July 2034	25,500		—
Total Principal Balance					500,331		495,572
Unamortized deferred financing cost					(17,438)		(17,998)


Total Loans Payable, net					$	482,893	$	477,574

(1) In October 2026, the interest rate under this loan resets based on the 5-year U.S. Treasury Rate, plus 2.70%, with a floor of 4.25%.

(2) Collateralized by JANAF properties.

Cedar Revolving Credit Agreement

On February 29, 2024, the Company entered into a revolving credit agreement with KeyBank National Association to draw up to $9.5 million (the "Cedar Revolving Credit Agreement"). The interest rate under the Cedar Revolving Credit Agreement was the daily SOFR, plus applicable margins of 0.10% plus 2.75%. Interest payments were due monthly, and any outstanding principal was due at maturity on February 28, 2025. The Cedar Revolving Credit Agreement could have been extended, at the Company's option, for up to two additional three-month periods, subject to customary conditions. The Cedar Revolving Credit Agreement was collateralized by 6 properties, consisting of Carll's Corner, Fieldstone Marketplace, Oakland Commons, Kings Plaza, Oregon Avenue and South Philadelphia, and proceeds were used for capital expenditures and tenant improvements for such properties. Upon the dispositions of Oakland Commons and Kings Plaza, the properties were released from collateral, the outstanding borrowings were repaid and the Cedar Revolving Credit Agreement was closed on September 12, 2024.

Timpany Plaza Loan Agreement

On March 28, 2024, the Company received $1.0 million of $2.5 million in deferred loan proceeds under the Timpany Plaza Loan Agreement following the Company's satisfaction of certain lease-related contingencies. On September 30, 2024, the Company received the remaining balance of $1.5 million following the Company's satisfaction of other lease-related contingencies.

Term Loan, Five Properties

On June 28, 2024, the Company entered into a term loan agreement (the "Term Loan Agreement, 5 Properties") with Guggenheim Real Estate, LLC, for $25.5 million at a fixed rate of 6.80% with interest-only payments due monthly. Commencing on August 10, 2029, until the maturity date of July 10, 2034, monthly principal and interest payments will be made based on a 30-year amortization schedule calculated based on the principal amount outstanding at that time. The Term Loan Agreement, 5 Properties' proceeds were used to refinance four loans, including paying $0.4 million in defeasance. The Term Loan Agreement, 5 Properties is collateralized by Cypress Shopping Center, Conyers Crossing, Chesapeake Square, Sangaree Plaza and Tri-County Plaza.

Scheduled Principal Payments

The Company’s scheduled principal repayments on indebtedness as of September 30, 2024 are as follows (in thousands, unaudited):


For the remaining three months ending December 31, 2024	$	355
December 31, 2025	5,953
December 31, 2026	6,450
December 31, 2027	2,824
December 31, 2028	16,091
December 31, 2029	24,434
Thereafter	444,224
Total principal repayments and debt maturities	$	500,331

Convertible Notes

On January 17, 2024, the Company paid down $0.6 million of the Convertible Notes through an open market purchase of 23,280 units at a total purchase price of $1.3 million. As a result of that transaction, the Company recognized a $0.7 million loss, which represents the fair value of the purchase price over the amount of principal reduction. The loss is included in "other expense" in the condensed consolidated statements of operations.

During the nine months ended September 30, 2024, the Company issued an aggregate of 28,105 shares of its Common Stock, having an aggregate fair value of $0.4 million, to settle conversion requests of the holders of the Convertible Notes comprising an aggregate principal amount of $0.1 million, which resulted in an aggregate net loss on conversion of Convertible Notes of $0.4 million.

As of September 30, 2024, the conversion price for the Convertible Notes was approximately $2.37 per share of the Company’s Common Stock (approximately 10.53 shares of Common Stock for each $25.00 of principal amount of the Convertible Notes being converted).

Interest expense on the Convertible Notes consisted of the following (in thousands, except for shares):


For the Nine Months Ended September 30,	Series B Preferred Stock number of shares (1)	Series D Preferred Stock number of shares (1)	Convertible Note interest at 7% coupon		Fair value adjustment		Interest expense
2024	—	109,676	$	1,624	$	948	$	2,572
2023	—	160,455	$	1,718	$	851	$	2,569
(1) Shares issued as interest payment on Convertible Notes.

Fair Value Measurements

The fair value of the Company’s fixed rate secured term loans was estimated using available market information and discounted cash flow analyses based on borrowing rates the Company believes it could obtain with similar terms and maturities. As of September 30, 2024 and December 31, 2023, the fair value of the Company’s fixed rate secured term loans, which were determined to be Level 3 within the valuation hierarchy, was $470.1 million and $420.8 million, respectively, and the carrying value of such loans, was $456.6 million and $451.2 million, respectively.

The fair value of the Convertible Notes was estimated using available market information. As of September 30, 2024, and December 31, 2023, the fair value of the Convertible Notes, which were determined to be Level 1 within the valuation hierarchy, was $183.4 million and $75.7 million, respectively, and the carrying value, was $26.3 million and $26.4 million, respectively.