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Debt | 12 Months Ended
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Dec. 31, 2023
Debt Disclosure [Abstract] |
Debt | Debt The Company's debt consists of mortgages payable, unsecured term loans, senior notes, and an unsecured revolving line of credit. The Company believes it has the ability to repay, refinance or extend any of its debt, and that it has adequate sources of funds to meet short-term cash needs. It is anticipated that the Company will use proceeds from property sales, cash on hand, and available capacity on credit agreements, if any, to repay, refinance or extend the mortgages payable maturing in the near term. The Company's credit agreements and mortgage loans require compliance with certain covenants, such as debt service coverage ratios, investment restrictions and distribution limitations. As of December 31, 2023 and 2022, the Company was in compliance with all loan covenants. On February 6, 2023, the Company extinguished the $13.7 million mortgage payable secured by Renaissance Center with its available liquidity. On October 17, 2023, the Company extended the maturity of its $92.5 million cross-collateralized mortgage debt maturing in 2023 by exercising one of its two 12-month extension options. The maturity date of the mortgage debt is now November 2, 2024. On December 22, 2023, the Company partially paid down the mortgage debt by $20.0 million, resulting in the release of Blackhawk Town Center from collateralization and an outstanding balance of $72.5 million as of December 31, 2023. Credit Agreements On September 22, 2021, the Company entered into an amendment to the Revolving Credit Agreement (the "Amended Revolving Credit Agreement"), which provides for, among other things, an extension of the maturity of the $350.0 million Revolving Credit Agreement to September 22, 2025, with two six-month extension options. On September 22, 2021, the Company entered into an amendment to its $400.0 million Term Loan Credit Agreement (the "Amended Term Loan Agreement"), which provides for, among other things, an extension of the maturity dates and a reallocation of indebtedness under the two outstanding tranches of term loans thereunder. The Amended Term Loan Agreement consists of a $200.0 million 5-year tranche maturing on September 22, 2026, and a $200.0 million 5.5-year tranche maturing on March 22, 2027. On May 11, 2022, the Company transitioned its Amended Revolving Credit Agreement and Amended Term Loan Agreement from 1-Month LIBOR to 1-Month Term SOFR. On June 3, 2022, in connection with and upon effectiveness of the Note Purchase Agreement (as defined below) and in accordance with the terms of the Amended Term Loan Credit Agreement and Amended Revolving Credit Agreement, each of the administrative agents under such agreements released all of the subsidiary guarantors from their guaranty obligations that were previously made for the benefit of the lenders under such agreements. Senior Notes On August 11, 2022, the Company issued $250.0 million aggregate principal amount of senior notes in a private placement, of which (i) $150.0 million are designated as 5.07% Senior Notes, Series A, due August 11, 2029 (the "Series A Notes") and (ii) $100.0 million are designated as 5.20% Senior Notes, Series B, due August 11, 2032 (the "Series B Notes" and, together with the Series A Notes, the "Notes") pursuant to a note purchase agreement (the "Note Purchase Agreement"), dated June 3, 2022, between the Company and the various purchasers named therein. The Notes were issued at par in accordance with the Note Purchase Agreement and pay interest semiannually on February 11th and August 11th until their respective maturities. The Company may prepay at any time all or any part of the Notes, in an amount not less than 5% of the aggregate principal amount of any series of the Notes then outstanding in the case of a partial prepayment, at 100% of the principal amount prepaid plus accrued interest and a Make-Whole Amount (as defined in the Note Purchase Agreement). The Notes will be required to be absolutely and unconditionally guaranteed by certain subsidiaries of the Company that guarantee certain material credit facilities of the Company. Currently, there are no subsidiary guarantees of the Notes. The following table summarizes the Company's debt as of December 31, 2023 and 2022:
|  |  | Interest Rate Type |  | As of December 31, 2023 |  | As of December 31, 2022
| Maturity Date |  |  | Interest Rate |  | Amount |  | Interest Rate |  | Amount
Mortgages Payable |  |  |  |  |  |  |  |  |  |  |
Fixed rate mortgages payable | Various |  | Fixed |  | 4.01% (a) |  | $ | 96,080 |  |  | 3.95% (a) |  | $ | 109,812 |
Variable rate mortgages payable | 11/2/2024 |  | Variable |  | 1M SOFR +1.65% (b) |  | 72,468 |  |  | — |  | — |
Total |  |  |  |  |  |  | 168,548 |  |  |  |  | 109,812 |
Term Loans |  |  |  |  |  |  |  |  |  |  |
$200.0 million 5 years | 9/22/2026 |  | Fixed |  | 2.81% (c) |  | 100,000 |  |  | 2.71% (c) |  | 100,000 |
$200.0 million 5 years | 9/22/2026 |  | Fixed |  | 2.81% (c) |  | 100,000 |  |  | 2.72% (c) |  | 100,000 |
$200.0 million 5.5 years | 3/22/2027 |  | Fixed |  | 2.77% (c) |  | 50,000 |  |  | 2.77% (c) |  | 50,000 |
$200.0 million 5.5 years | 3/22/2027 |  | Fixed |  | 2.76% (c) |  | 50,000 |  |  | 2.76% (c) |  | 50,000 |
$200.0 million 5.5 years | 3/22/2027 |  | Fixed |  | 4.99% (d) |  | 100,000 |  |  | 1M SOFR + 1.30% (b) |  | 100,000 |
Total |  |  |  |  |  |  | 400,000 |  |  |  |  | 400,000 |
Senior Notes |  |  |  |  |  |  |  |  |  |  |
$150.0 million Series A Notes | 8/11/2029 |  | Fixed |  | 5.07% |  | 150,000 |  |  | 5.07% |  | 150,000 |
$100.0 million Series B Notes | 8/11/2032 |  | Fixed |  | 5.20% |  | 100,000 |  |  | 5.20% |  | 100,000 |
Total |  |  |  |  |  |  | 250,000 |  |  |  |  | 250,000 |
Revolving Line of Credit |  |  |  |  |  |  |  |  |  |  |
$350.0 million total capacity | 9/22/2025 |  | Variable |  | 1M SOFR + 1.14% (b)(e) |  | — |  |  | 1M SOFR + 1.14% (b)(e) |  | — |
Total debt |  |  |  |  | 4.29% |  | 818,548 |  |  | 4.08% |  | 759,812 |
Debt discounts and issuance costs, net |  | (3,980) |  |  |  |  | (5,261) |
Debt, net |  |  |  |  |  |  | $ | 814,568 |  |  |  |  | $ | 754,551 |
(a)Interest rates reflect the weighted average of the Company's mortgages payable. (b)As of December 31, 2023 and 2022, 1-Month Term SOFR was 5.35% and 4.36%, respectively. (c)Interest rates reflect the fixed rates achieved through the Company's interest rate swaps. (d)As of April 3, 2023, the variable portion was swapped to 3.69%, achieving a fixed rate of 4.99% through the maturity date. (e)Interest rate applies to drawn balance only. Additional annual facility fee of 0.15% applies to entire line of credit capacity. The following table summarizes the scheduled maturities of the Company's mortgages payable as of December 31, 2023:
Scheduled maturities by year: | As of December 31, 2023
2024 | $ | 88,168 |
2025 | 22,880 |
2026 | — |
2027 | 26,000 |
2028 | — |
Thereafter | 31,500 |
Total | $ | 168,548 |
Interest Rate Swaps As of December 31, 2023, the Company is party to five effective interest rate swap agreements and two interest rate forward swap agreements, which address the periods between the maturity dates of the effective swaps and the maturity dates of the Amended Term Loan Agreement. In tandem, the interest rate swaps achieve fixed interest rates for a constant notional amount through the maturity dates of the Amended Term Loan Agreement. On January 18, 2023, the Company acquired IAGM's two interest rate swap agreements, which achieve fixed interest rates on an aggregate notional amount of $75.0 million of the assumed pooled mortgage, each priced in 1-Month Term SOFR. The two acquired interest rate swap agreements expired at the maturity date of November 2, 2023. On March 16, 2023, the Company entered into one interest rate swap agreement with a notional amount of $100.0 million at 3.69%, achieving a fixed interest rate of 4.99%. As of the effective date of April 3, 2023, the entirety of the Company's variable rate term loans were swapped to fixed rates through the maturity dates of the Amended Term Loan Agreement. The following table summarizes the Company's five effective and two forward interest rate swaps as of December 31, 2023:
Interest Rate Swaps |  | Notional Amount |  | Company Receives Variable Rate of |  | Company Pays Fixed Rate of |  | Fixed Rate Achieved |  | Effective Date |  | Maturity Date
5.5 Year Term Loan |  | 50,000 |  |  | 1-Month SOFR |  | 1.47% |  | 2.77% |  | Dec 2, 2019 |  | Jun 21, 2024
5.5 Year Term Loan |  | 50,000 |  |  | 1-Month SOFR |  | 1.46% |  | 2.76% |  | Dec 2, 2019 |  | Jun 21, 2024
5.5 Year Term Loan |  | 100,000 |  |  | 1-Month SOFR |  | 3.69% |  | 4.99% |  | Apr 3, 2023 |  | Mar 22, 2027
5 Year Term Loan |  | 100,000 |  |  | 1-Month SOFR |  | 1.51% |  | 2.81% |  | Dec 21, 2023 |  | Sep 22, 2026
5 Year Term Loan |  | 100,000 |  |  | 1-Month SOFR |  | 1.51% |  | 2.81% |  | Dec 21, 2023 |  | Sep 22, 2026
|  | $ | 400,000 |  |  |  |  |  |  |  |  |  |  |
5.5 Year Term Loan |  | 50,000 |  |  | 1-Month SOFR |  | 1.48% |  | 2.78% |  | Jun 21, 2024 |  | Mar 22, 2027
5.5 Year Term Loan |  | 50,000 |  |  | 1-Month SOFR |  | 1.54% |  | 2.84% |  | Jun 21, 2024 |  | Mar 22, 2027
|  | $ | 100,000 |  |  |  |  |  |  |  |  |  |  |
The following table summarizes the Company's four effective and four forward interest rate swaps as of December 31, 2022:
Interest Rate Swaps |  | Notional Amount |  | Company Receives Variable Rate of |  | Company Pays Fixed Rate of |  | Fixed Rate Achieved |  | Effective Date |  | Maturity Date
5 Year Term Loan |  | $ | 100,000 |  |  | 1-Month SOFR |  | 1.41% |  | 2.71% |  | Dec 2, 2019 |  | Dec 21, 2023
5 Year Term Loan |  | 100,000 |  |  | 1-Month SOFR |  | 1.42% |  | 2.72% |  | Dec 2, 2019 |  | Dec 21, 2023
5.5 Year Term Loan |  | 50,000 |  |  | 1-Month SOFR |  | 1.47% |  | 2.77% |  | Dec 2, 2019 |  | Jun 21, 2024
5.5 Year Term Loan |  | 50,000 |  |  | 1-Month SOFR |  | 1.46% |  | 2.76% |  | Dec 2, 2019 |  | Jun 21, 2024
|  | $ | 300,000 |  |  |  |  |  |  |  |  |  |  |
5 Year Term Loan |  | 100,000 |  |  | 1-Month SOFR |  | 1.51% |  | 2.81% |  | Dec 21, 2023 |  | Sep 22, 2026
5 Year Term Loan |  | 100,000 |  |  | 1-Month SOFR |  | 1.51% |  | 2.81% |  | Dec 21, 2023 |  | Sep 22, 2026
5.5 Year Term Loan |  | 50,000 |  |  | 1-Month SOFR |  | 1.48% |  | 2.78% |  | Jun 21, 2024 |  | Mar 22, 2027
5.5 Year Term Loan |  | 50,000 |  |  | 1-Month SOFR |  | 1.54% |  | 2.84% |  | Jun 21, 2024 |  | Mar 22, 2027
|  | $ | 300,000 |  |  |  |  |  |  |  |  |  |  |
The following table summarizes the effects of derivative financial instruments on the consolidated financial statements:
Location and amount of gain recognized in accumulated comprehensive income |  | Location and amount of gain (loss) reclassified from accumulated comprehensive income into net income (loss) |  | Total interest expense presented in the consolidated statements of operations in which the effects of cash flow hedges are recorded
| 2023 |  | 2022 |  | 2021 |  |  | 2023 |  | 2022 |  | 2021 |  |  | 2023 |  | 2022 |  | 2021
Unrealized gain on derivatives | $ | 6,228 |  |  | $ | 32,052 |  |  | $ | 3,795 |  |  | Interest expense, net | $ | 14,875 |  |  | $ | 1,009 |  |  | $ | (4,332) |  |  | Interest expense, net | $ | 38,138 |  |  | $ | 26,777 |  |  | $ | 16,261 |

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- Definition The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1B -Subparagraph (h) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(c)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1 Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 470 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//470/tableOfContent Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1B -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1B -Subparagraph (g) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1B -Subparagraph (i) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1C -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1C -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1C -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1E -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1E Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1I -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1I -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1I -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I + Details
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