What changed in this filing

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Item 2. Properties

2024-02-12 compared with 2023-02-13 · 41 added, 48 removed, 41 unchanged (68% of the section changed)

The following table shows the location, ownership, approximate size (excluding parking garages) and occupancy of each of our properties as of December 31, 2022.

The following table shows the location, approximate size (excluding parking garages) and occupancy of each of our properties as of December 31, 2023.

Square Feet Weighted

Under Average

Development Or In Service Escalated Lease Expiration(s)

Land Total Not Available Occupancy Annual Original Option

Property Acreage Property In Service For Lease Rate Rent PSF (1)

Tenants Term (2)

Development or Escalated

Land Total In Not Available Occupancy Annual Expiration

Property Acreage Property Service for Lease Rate Rent PSF (1)

Tenants Date (2)

Operating Properties:

2 unchanged sentences

Retail 83,000 83,000 — The Home Depot 2025

57,000 57,000 — Various Various Various

45,000 45,000 — Various Various

12,000 12,000 — Vacant N/A

140,000 140,000 — 90.3 % 252.89

1 unchanged sentence

112,000 112,000 — IKEA (3)

50,000 50,000 — Burlington 2027 N/A

46,000 46,000 — Bed Bath & Beyond 2026 N/A

50,000 50,000 — Burlington 2027

36,000 36,000 — Marshalls 2032

16,000 16,000 — Old Navy 2027 N/A

78,000 — 78,000 (5) N/A N/A

16,000 16,000 — Old Navy 2024

124,000 — 124,000 Vacant N/A

4.8 338,000 214,000 124,000 100.0 % 53.08

1 unchanged sentence

133,000 133,000 — Kohl’s (4)

202,000 202,000 — Various Various Various

194,000 194,000 — Various Various

144,000 144,000 — Vacant N/A

6.6 616,000 616,000 — 76.9 % 70.28

Queens, NY (5) 1.0 167,000 167,000 — 100.0 % 32.82 New World Mall LLC 2037

2,200,000 2,076,000 124,000 92.6 % 107.78

The Alexander apartment tower, 312 units

Queens, NY — 255,000 255,000 — 98.7% 47.59 (8)

Residential (9) N/A

Queens, NY (10)

1 167,000 167,000 — 100.0% 32.08 New World Mall LLC 2037 N/A

Property to be Developed:

Rego Park III, adjacent to Rego Park II

Queens, NY 3.2 — — — — — — — —

Queens, NY — 255,000 255,000 — 95.2 % 49.35 (6) Residential (7)

2,455,000 2,331,000 124,000

3 unchanged sentences

Lease expiration dates are based on non-cancelable lease terms and do not extend beyond any early termination rights that the tenant may have under its lease.

(3) Represents the year in which the tenant’s lease expires if all renewal or extension options are exercised.

(4) On December 3, 2022, IKEA closed its store at the property.

IKEA remains obligated under its lease which expires in December 2030.

The lease includes a right to terminate effective no earlier than March 2026, subject to payment of rent through the termination date and an additional termination payment equal to the lesser of $10,000,000 or the amount of rent due under the remaining term.

(5) Formerly occupied by Sears.

Currently out of service due to redevelopment.

(3) On December 3, 2022, IKEA closed its 112,000 square foot store at our Rego Park I property under a lease that was set to expire in December 2030.

The lease included a right to terminate effective no earlier than March 16, 2026, subject to payment of rent through the termination date and an additional termination payment equal to the lesser of $10,000,000 or the amount of rent due under the remaining term.

On September 27, 2023, we entered into a lease modification agreement with IKEA which accelerates its lease termination date to April 1, 2024.

Under the lease modification agreement, IKEA will pay its remaining rent due through March 16, 2026 and the $10,000,000 termination payment over the modified lease term.

(4) Subleased through remaining original lease term.

(7) Formerly occupied by Century 21.

Currently out of service due to redevelopment.

(8) Average monthly rent per unit is $3,227.

(9) Residential tenants have one or two year leases.

(5) Ground leased through January 2027 with one 10-year extension option.

(6) Average monthly rent per unit is $3,394.

(7) Residential tenants generally have one or two year leases.

Operating Properties

1 unchanged sentence

731 Lexington Avenue, a 1,079,000 square foot multi-use building, comprising the entire block bounded by Lexington Avenue, East 59 th Street, Third Avenue and East 58 th Street in Manhattan, New York, and is situated in the heart of one of Manhattan’s busiest business and shopping districts, with convenient access to several subway and bus lines.

The building contain s 939,000 and 140,000 of net rentable square feet of office and retail space, respectively.

The building contain s 939,000 and 140,000 of rentable square feet of office and retail space, respectively.

Bloomberg occupies all of the office space.

The Home Depot (83,000 square feet) is the principal retail tenant.

The office portion of 731 Lexington Avenue is encumbered by a mortgage loan with a balance of $500,000,000 which matures in June 2023, with a one-year as-of right extension option.

The interest-only loan is at LIBOR plus 0.90 % (5.22% as of December 31, 2022).

In connection therewith, we purchased an interest rate cap with a notional amount of $500,000,000 that caps LIBOR at a rate of 6.00% through June 2023.

If we decide to exercise our one-year as-of right extension option, the interest rate of the loan will be equal to the Prime rate (7.50% as of December 31, 2022).

The retail portion of 731 Lexington Avenue is encumbered by a mortgage loan with a balance of $300,000,000 which matures in August 2025.

The office portion of 731 Lexington Avenue is encumbered by a mortgage loan with a balance of $500,000,000 which matures in June 2024.

The interest-only loan was at LIBOR plus 0.90% through July 15, 2023 and currently bears interest at the Prime Rate (8.50% as of December 31, 2023) through loan maturity.

In June 2023, we purchased an interest rate cap for $11,258,000, which capped LIBOR at 6.00% through July 15, 2023 and caps the Prime Rate at 6.00% through loan maturity.

The retail portion of 731 Lexington Avenue is encumbered by a mortgage loan with a ba lance of $300,000,000 wh ich matures in August 2025.

The interest-only loan is at SOFR p lus 1.51% which was swapped to a fixed rate of 1.76% through May 2025.

Rego Park I, a 338,000 square foot shopping center, is located on Queens Boulevard and 63rd Road in Queens, New York.

The center is anchored by a 112,000 square foot IKEA, a 50,000 square foot Burlington, a 46,000 square foot Bed Bath & Beyond and a 36,000 square foot Marshalls.

The center is anchored by a 50,000 square foot Burlington and a 36,000 square foot Marshalls.

The center contains a parking deck (1,241 spaces) that provides for paid parking.

On December 3, 2022, IKEA closed its store at the property.

IKEA remains obligated under its lease which expires in December 2030.

On December 3, 2022, IKEA closed its 112,000 square foot store at our Rego Park I property under a lease that was set to expire in December 2030.

On September 27, 2023, we entered into a lease modification agreement with IKEA which accelerates its lease termination date to April 1, 2024.

Under the lease modification agreement, IKEA will pay its remaining rent due through March 16, 2026 and the $10,000,000 termination payment over the modified lease term.

On April 23, 2023, Bed Bath & Beyond ($1,533,000 of annual revenue) filed for Chapter 11 bankruptcy and its 46,000 square foot lease at the property was rejected in the bankruptcy proceedings on July 31, 2023.

Rego Park II, a 616,000 square foot shopping center, is located adjacent to the Rego Park I shopping center in Queens, New York.

4 unchanged sentences

In connection therewith, we purchased an interest rate cap with a notional amount of $202,544,000 that caps SOFR at a rate of 4.15% through November 2024.

The Alexander Apartment Tower

The Alexander apartment tower, located above our Rego Park II shopping center, contains 312 units aggregating 255,000 square feet.

The property is encumbered by a mortgage loan in the amount of $94,000,000 which matures in November 2027.

The interest-only loan has a fixed rate of 2.63%.

Operating Properties - continued

Our Flushing property is located on Roosevelt Avenue and Main Street in the downtown, commercial section of Flushing, Queens, New York.

1 unchanged sentence

A subway entrance is located directly in front of the property with bus service across the street.

The property comprises a four-floor building containing 167,000 square feet and a parking garage, which is sub-leased to New World Mall LLC through January 2037.

The property comprises a four-floor building containing 167,000 square feet and a parking garage, which is subleased to New World Mall LLC through January 2037.

The property is ground leased through January 2027 with one 10-year extension option.

Property to be Developed

Rego Park III

We own a 140,000 square foot land parcel adjacent to the Rego Park II shopping center in Queens, New York, at the intersection of Junction Boulevard and the Horace Harding Service Road.

In 2022, we secured permits to construct an apartment tower at the property and commenced foundation work necessary to vest the benefits of the Affordable New York (421a) residential program, provided we obtain a certificate of occupancy for the apartment tower by June 2026, subject to any extension that may be granted by the legislature.

The Alexander Apartment Tower

The Alexander apartment tower, located above our Rego Park II shopping center, contains 312 units aggregating 255,000 square feet.

The property is encumbered by a mortgage loan in the amount of $94,000,000 which matures in November 2027.

The interest-only loan has a fixed rate of 2.63%.

LEGAL PROCEEDINGS

We are from time-to-time involved in legal actions arising in the ordinary course of business.

In our opinion, after consultation with our legal counsel, the outcome of such pending matters will not have a material effect on our financial condition, results of operations or cash flows.

MINE SAFETY DISCLOSURES

Not applicable.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 2. Properties