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Mortgage Notes Payable
12 Months Ended
Dec. 31, 2024
Debt Disclosure [Abstract]  
Mortgage Notes Payable

4. MORTGAGE NOTES PAYABLE:

The following table sets forth a summary of the Company’s mortgage notes payable (in thousands):

 

 

 

 

 

Principal

 

 

Principal

 

 

 

 

 

 

 

 

Outstanding as of

 

 

Outstanding as of

 

 

 

Loan

 

Interest Rate

 

 

December 31, 2024

 

 

December 31, 2023

 

 

Maturity

People’s United Bank

 

 

4.18

%

 

$

 

 

$

14,710

 

 

10/15/2024

Allstate Life Insurance Company

 

 

4.00

%

 

 

33,945

 

 

 

34,808

 

 

4/1/2025

United States Life Insurance Company

 

 

3.82

%

 

 

39,000

 

 

 

39,000

 

 

1/1/2028

United States Life Insurance Company

 

 

4.25

%

 

 

32,059

 

 

 

32,632

 

 

4/1/2028

Transamerica Life Insurance Company

 

 

3.45

%

 

 

7,809

 

 

 

8,037

 

 

4/1/2030

American General Life Insurance Company

 

 

6.12

%

 

 

124,009

 

 

 

 

4/1/2031

American International Group 2022

 

 

4.63

%

 

 

225,000

 

 

 

225,000

 

 

9/1/2032

Transamerica Life Insurance Company 2023

 

 

5.40

%

 

 

25,000

 

 

 

25,000

 

 

8/1/2033

 

 

Subtotal

 

 

 

486,822

 

 

 

379,187

 

 

 

 

 

Unamortized loan costs

 

 

 

(11,650

)

 

 

(9,764

)

 

 

 

Total

 

 

$

475,172

 

 

$

369,423

 

 

 

Amortization of deferred mortgage loan costs was $1.7 million and $1.3 million for the years ended December 31, 2024 and December 31, 2023, respectively, and is included in interest expense in the accompanying consolidated statements of operations.

People’s United Bank Loan Agreement:

In connection with the acquisition in 2014 of an 84,000 square foot parking lot in Long Island City, Queens, NY, a wholly owned subsidiary of the Operating Partnership entered into a mortgage loan agreement with People’s United Bank in the aggregate amount of $15.5 million. The loan had a ten-year term and bore interest at 4.18%. Payments for the first seven years were interest only. Payments over the remaining three years of the term were based on a 25-year amortization schedule, with a balloon payment of $14.4 million due at maturity. On October 15, 2024, the Company paid the outstanding mortgage indebtedness to People's United Bank in the amount of $14.4 million.

Allstate Life Insurance Company Loan Agreement:

On March 13, 2015, in connection with the acquisition of six properties in Piscataway, NJ, the Operating Partnership closed on a $39.1 million cross-collateralized mortgage (the “Allstate Loan”) from Allstate Life Insurance Company, Allstate Life Insurance Company of New York and American Heritage Life Insurance Company. The Allstate Loan Agreement provides a secured facility with a 10-year term loan. During the first three years of the term of the loan, it required interest only payments at the rate of 4% per annum. Following this period until the loan matures on April 1, 2025, payments will be based on a 30-year amortization schedule with a balloon payment of $33.7 million due at maturity. We expect to pay this maturing debt with any remaining cash flow from operations, our available cash and cash equivalents, or additional borrowings. The Company has agreed to terms for a 30-day extension agreement for the Allstate Loan, is actively engaged in negotiations and expects to complete the extension agreement prior to the maturity of the debt.

United States Life Insurance Company Loan Agreement:

On December 20, 2017 (the “Closing Date”), four wholly owned subsidiaries of the Operating Partnership (collectively, the “U.S. Life Borrowers”) entered in a loan agreement (the “U.S. Life Loan Agreement”) with the United States Life Insurance Company in the City of New York (the “Lender”).

The U.S. Life Loan Agreement provides for a secured loan facility in the principal amount of $39.0 million (the “Loan Facility”). The Loan Facility is a 10-year term loan that requires interest only payments at the rate of 3.82% per annum. During the period from February 1, 2018 to December 1, 2027, payments of interest only on the principal balance of the U.S. Life Note (as defined below) will be payable in arrears, with the entire principal balance due and payable on January 1, 2028, the loan maturity date. Subject to certain conditions, the U.S. Life Borrowers may prepay the outstanding loan amount in whole on or after January 1, 2023, by providing advance notice of the prepayment to the Lender and remitting a prepayment premium equal to the greater of 1% of the then outstanding principal amount of the Loan Facility or the then present value of the U.S. Life Note (as defined below). The U.S. Life Borrowers paid the Lender a one-time application fee of $50,000 in connection with the Loan Facility. The U.S. Life Borrowers’ obligation to pay the principal, interest and other amounts under the Loan Facility are evidenced by the secured promissory note

executed by the U.S. Life Borrowers as of the Closing Date (the “U.S. Life Note”). The U.S. Life Note is secured by certain mortgages encumbering the U.S. Life Borrowers’ properties (a total of four properties) located in New York, New Jersey and Delaware. In the event of default, the initial rate of interest on the U.S. Life Note will increase to the greatest of (i) 18% per annum, (ii) a per annum rate equal to 4% over the prime established rate, or (iii) a per annum rate equal to 5% over the original interest rate, all subject to the applicable state or federal laws. The U.S. Life Note contains other terms and provisions that are customary for instruments of this nature.

United States Life Insurance Company Loan Agreement:

On March 21, 2018, four wholly owned subsidiaries of the Operating Partnership refinanced the current outstanding debt on certain properties by entering into a loan agreement with the United States Life Insurance Company in the City of New York. The loan agreement provides for a secured loan facility in the principal amount of $33.0 million. The loan facility is a ten-year term loan that requires interest only payments at the rate of 4.25% per annum on the principal balance for the first five (5) years of the term and principal and interest payments (amortized over a 30-year period) during the second five years of the term. The entire principal balance is due and payable on April 1, 2028, the loan maturity date.

Transamerica Life Insurance Company Loan Agreement:

On March 24, 2020, two wholly owned subsidiaries of the Operating Partnership entered into a loan agreement with Transamerica Life Insurance Company. The loan agreement provides for a cross-defaulted, cross-collateralized portfolio of commercial mortgage loans in the aggregate principal amount of $8.4 million. The loan is evidenced by secured promissory notes. Each note is made by one of the borrowers and the combined principal amounts of the notes are equal to the amount of the loan.

The term of each note is ten years and requires (i) interest-only payments at the rate of 3.45% per annum on the principal balance of the note until April 1, 2022, and (ii) principal and interest payments (amortized over a 25-year period commencing at the end of the interest-only period) from May 1, 2022 through March 1, 2030. The entire principal balance of each note is due and payable on April 1, 2030, the loan maturity date. Subject to the terms of the loan agreement, each note may be prepaid in whole upon not less than 30 days’ prior written notice to the lender. Subject to certain exceptions, upon prepayment, the borrowers must remit a prepayment premium equal to the greater of (i) 1% of the prepayment amount and (ii) a yield protection amount calculated in accordance with the terms of the notes. If a default exists, the outstanding principal balance of the notes shall, at the option of the lender, bear interest at a rate equal to the lesser of (i) 10% per annum over the note rate and (ii) the highest rate of interest permitted to be paid or collected by applicable law with respect to the loan. The notes contain other terms and provisions that are customary for instruments of this nature.

American General Life Insurance Company:

On March 15, 2024, three wholly owned subsidiaries of the Operating Partnership refinanced the current outstanding debt on certain properties by entering into a loan agreement with American General Life Insurance Company. The loan agreement provides for a cross-defaulted, cross-collateralized portfolio of commercial mortgage loans in the aggregate principal amount of $125.0 million.

The loan is a seven-year term loan that requires payments based on a 30-year amortization schedule at the rate of 6.12% per annum with the entire principal balance plus any accrued and unpaid interest due and payable on April 1, 2031. Subject to certain conditions, the outstanding loan amounts can be prepaid in whole on or before October 1, 2030, by providing advance notice of prepayment to the lender and remitting a prepayment premium equal to the greater of (i) 1.0% of the then outstanding principal amount of the loan or (ii) the then present value of the monthly payments of interest only which would be due from the prepayment date through October 1, 2030 based on the principal amount of the loan being prepaid on the prepayment date and assuming an interest rate per annum in the amount, if any, by which the interest rate exceeds the Yield Maintenance Treasury Rate (as defined in the loan agreement).

The Company used a portion of the proceeds from the refinancing to pay off $90 million of indebtedness that was outstanding under its senior secured credit facility with Keybank National Association, consisting of $40 million under the revolving credit facility and $50 million under the term loan.

American International Group 2022 Loan Agreement:

On August 5, 2022, certain subsidiaries of the Operating Partnership (collectively, the “Borrowers”) refinanced the AIG Loan by entering into new loan agreements (collectively the “American International Group 2022 Loan Agreement”) with AIG Asset Management (U.S.), LLC, as administrative agent, and the other lenders, American General Life Insurance Company, the Variable Annuity Life Insurance Company and the United States Life Insurance Company in the City of New York in a transaction that was

accounted for as a loan modification. In connection with the modification, the Company incurred loan related costs of approximately $7.9 million, inclusive of a prepayment fee of $5.1 million under the prior AIG Loan Agreements.

The American International Group 2022 Loan Agreement provides for secured loans in the aggregate principal amount of $225.0 million (collectively, the “2022 AIG Loans”), consisting of a loan secured by certain properties in New York in the principal amount of $144.3 million and a loan secured by certain properties in Connecticut and New Jersey in the principal amount of $80.7 million. The 2022 AIG Loans require the Borrowers to make monthly interest-only payments at the rate of 4.63% per annum with the entire principal balance plus any accrued and unpaid interest due and payable on September 1, 2032. The 2022 AIG Loans are secured by certain mortgages encumbering 25 properties in New York, New Jersey and Connecticut.

Transamerica Life Insurance Company 2023 Loan Agreement:

On July 31, 2023, three wholly owned subsidiaries of the Operating Partnership entered into a loan agreement with Transamerica Life Insurance Company. The loan agreement provides for a cross-defaulted, cross-collateralized portfolio of commercial mortgage loans in the aggregate principal amount of $25.0 million. The loan is evidenced by secured promissory notes. Each note is made by one of the borrowers and the combined principal amounts of the notes are equal to the amount of the loan.

The term of each note is ten years and requires (i) interest-only payments at the rate of 5.4% per annum on the principal balance of the note until August 1, 2026, and (ii) principal and interest payments (amortized over a 30-year period commencing at the end of the interest-only period) from September 1, 2026 through July 1, 2033. The entire principal balance of each note is due and payable on August 1, 2033, the loan maturity date. Subject to the terms of the loan agreement, each note may be prepaid in whole upon not less than 30 days’ prior written notice to the lender. Subject to certain exceptions, upon prepayment, the borrowers must remit a prepayment premium equal to the greater of (i) 1% of the prepayment amount and (ii) a yield protection amount calculated in accordance with the terms of the notes. If a default exists, the outstanding principal balance of the notes shall, at the option of the lender, bear interest at a rate equal to the lesser of (i) 10% per annum over the note rate and (ii) the highest rate of interest permitted to be paid or collected by applicable law with respect to the loan. The notes contain other terms and provisions that are customary for instruments of this nature.

In connection with the loan agreements, the Company is required to comply with certain covenants. As of December 31, 2024, the Company was in compliance with all covenants.

Principal Repayments:

Scheduled principal repayments during the next five years and thereafter are as follows (in thousands):

2025

 

$

36,341

 

2026

 

 

2,641

 

2027

 

 

3,019

 

2028

 

 

71,697

 

2029

 

 

2,656

 

Thereafter

 

 

370,468

 

Total

 

$

486,822