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TABLE OF CONTENTS Form 10-K
PART IV

Table of Contents


UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K


ý



ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the fiscal year ended December 31 2017, 2023


Or


o

Or



TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 001-09279

ONE LIBERTY PROPERTIES, INC.

(Exact name of registrant as specified in its charter)

MARYLAND

(State or other jurisdiction of

Incorporation or Organization)

13-3147497

(I.R.S. employer

Identification No.)


60 Cutter Mill Road, Great Neck, New York

(Address of principal executive offices)



11021

(Zip Code)

Registrant's

Registrant’s telephone number, including area code:(516) (516466-3100

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of exchange on which registered

Common Stock, par value $1.00 per share

OLP

New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:NONE

Indicate by check mark if the registrant is a well-known seasoned issuer as defined in Rule 405 of the Securities Act. Yes oNo ý

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes oNo ý

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ý No o

         Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a small reporting company or an emerging growth company. See definitions of "large“large accelerated filer," "accelerated” “accelerated filer," "small” “small reporting company"company” and "emerging“emerging growth company"company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o

Accelerated filer ý

Non-accelerated filer o
(Do not check if a
small reporting company)

Smaller reporting company o

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. 

Ifsecurities areregistered pursuant toSection 12(b)oftheAct,indicate bycheckmarkwhether thefinancial statements oftheregistrant included inthefilingreflectthecorrection ofanerrortopreviously issued financial statements. 

Indicate bycheckmarkwhether anyofthoseerrorcorrectionsarerestatementsthatrequired arecoveryanalysis ofincentive-based compensation received byanyoftheregistrantsexecutive officers during therelevant recovery period pursuant to§240.10D-1(b). 

Indicate by check mark whether registrant is a shell company (defined in Rule 12b-2 of the Act). Yes o No ý

As of June 30, 20172023 (the last business day of the registrant'sregistrant’s most recently completed second quarter), the aggregate market value of all common equity held by non-affiliates of the registrant, computed by reference to the price at which common equity was last sold on said date, was approximately $338$329 million.

As of March 1, 2018,2024, the registrant had 19,068,33621,253,398 shares of common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the proxy statement for the 20182024 annual meeting of stockholders of One Liberty Properties, Inc., to be filed pursuant to Regulation 14A not later than April 30, 2018,29, 2024, are incorporated by reference into Part III of this Annual Report on Form 10-K.


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TABLE OF CONTENTS

Form 10-K

Item No.

Page(s)

Explanatory Note

1

Cautionary Note Regarding Forward-Looking Statements

1

PART I

1.

Business

3

1A.

Risk Factors

11

1B.

Unresolved Staff Comments

23

1C.

Cybersecurity

23

2.

Properties

23

3.

Legal Proceedings

28

4.

Mine Safety Disclosures

28

PART II

5.

Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

29

6.

[Reserved]

29

7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

30

7A.

Quantitative and Qualitative Disclosures About Market Risk

47

8.

Financial Statements and Supplementary Data

47

9.

Changes In and Disagreements With Accountants on Accounting and Financial Disclosure

48

9A.

Controls and Procedures

48

9B.

Other Information

48

9C.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

48

PART III

10.

Directors, Executive Officers and Corporate Governance

49

11.

Executive Compensation

49

12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

49

13.

Certain Relationships and Related Transactions, and Director Independence

50

14.

Principal Accountant Fees and Services

50

PART IV

15.

Exhibits and Financial Statement Schedules

51

16.

Form 10-K Summary

52

Signatures

53

Item No.  
 Page(s) 

PART I

 

 

    

1.

 

Business

  1 

1A.

 

Risk Factors

  9 

1B.

 

Unresolved Staff Comments

  19 

2.

 

Properties

  19 

3.

 

Legal Proceedings

  25 

4.

 

Mine Safety Disclosures

  25 

PART II

 

 

    

5.

 

Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

  26 

6.

 

Selected Financial Data

  28 

7.

 

Management's Discussion and Analysis of Financial Condition and Results of Operations

  32 

7A.

 

Quantitative and Qualitative Disclosures About Market Risk

  46 

8.

 

Financial Statements and Supplementary Data

  47 

9.

 

Changes In and Disagreements With Accountants on Accounting and Financial Disclosure

  47 

9A.

 

Controls and Procedures

  47 

9B.

 

Other Information

  48 

PART III

 

 

    

10.

 

Directors, Executive Officers and Corporate Governance

  51 

11.

 

Executive Compensation

  52 

12.

 

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

  52 

13.

 

Certain Relationships and Related Transactions, and Director Independence

  53 

14.

 

Principal Accountant Fees and Services

  53 

PART IV

 

 

    

15.

 

Exhibits and Financial Statement Schedules

  54 

16.

 

Form 10-K Summary

  56 

Signatures

  57 

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Explanatory Note

In the narrative portion of this Annual Report on Form 10-K, except as otherwise indicated or the context otherwise requires:

the information with respect to our consolidated joint ventures is generally described as if such ventures are our wholly owned subsidiaries and information with respect to unconsolidated joint ventures is generally separately described.
(i) all references to joint ventures refer to unconsolidated joint ventures, (ii) all interest rates with respect to debt give effect to the related interest rate derivative, if any, (iii) amounts reflected as debt reflect the gross debt owed, without deducting deferred financing costs and (iv) references to industrial properties include properties (a) a portion of which may be used for office purposes and (b) that are used for distribution, warehouse and flex purposes.
the term “standard carve-outs,” when used in describing mortgages or mortgage financings, refers to recourse items to an otherwise non-recourse mortgage. While carve-outs vary from lender to lender and transaction to transaction, the carve-outs may include, among other things, voluntary bankruptcy filings, environmental liabilities, the sale, financing or encumbrance of the property in violation of loan documents, damage to property as a result of intentional misconduct or gross negligence, failure to pay valid taxes and other claims which could create liens on the property and the conversion of security deposits, insurance proceeds or condemnation awards. The interest rate on most of our variable rate mortgage debt has been fixed through the use of interest rate swap agreements. In addition to our being liable for “standard carve-outs”, we may also be liable, at the parent company level, for swap breakage losses on otherwise non-recourse mortgage debt that is subject to an interest rate swap agreement, if such agreement is terminated prior to its stated expiration. See Note 9 to our consolidated financial statements.
we present information regarding our 2024 contractual rental income (which we also refer to as “contractual rental income”) – contractual rental income represents the base rent tenants are required to pay us in 2024 and does not reflect, among other things, variable rent (including amounts tenants are required to reimburse us) or the adjustments required by US Generally Accepted Accounting Principles (“GAAP”) to present rental income. We view contractual rental income as an operating – not a financial – metric and present it because we believe investors are interested in knowing the amount of cash rent we are entitled to collect. Contractual rental income is not a substitute for rental income, as determined in accordance with GAAP, and may not be comparable from year–to–year or to similar metrics presented by other REITs. See “Item 1. BusinessOur Tenants”.
our use of the term e-commerce includes the provision by the retail, restaurant, health and fitness and theater sectors of their goods and services through distribution channels other than traditional brick and mortar distribution channels.

Cautionary Note Regarding Forward-Looking Statements

This Annual Report on Form 10-K, together with other statements and information publicly disseminated by us, contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We intend such forward-looking statements to be covered by the safe harbor provision for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and include this statement for purposes of complying with these safe harbor provisions. Forward-looking statements, which are based on certain assumptions and describe our future plans, strategies and expectations, are generally identifiable by use of the words “may,” “will,” “could,” “believe,” “expect,” “intend,” “anticipate,” “estimate,” “project,” or similar expressions or variations thereof and include, without limitation, statements regarding our future estimated contractual rental income, funds from operations, adjusted funds from operations and our dividend. Among other things, forward looking statements with respect to (i) estimates of rental income for 2024 may exclude variable rent, (ii) anticipated property sales may not be completed during the period indicated or at all, and (iii) estimates of gains from property sales are subject to adjustment, among other things, because actual closing costs may differ from the estimated costs. You should not rely on forward-looking statements since they involve known and

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unknown risks, uncertainties and other factors which are, in some cases, beyond our control and which could materially affect actual results, performance or achievements.

The uncertainties, risks and factors which may cause actual results to differ materially from current expectations include, but are not limited to:

the financial failure of, or other default in payment by, tenants under their leases and the potential resulting vacancies;
adverse changes and disruption in the retail, restaurant, theater and health and fitness sectors, which could impact our tenants’ ability to pay rent and expense reimbursement;
loss or bankruptcy of one or more of our tenants, and bankruptcy laws that may limit our remedies if a tenant becomes bankrupt and rejects its lease;
the level and volatility of interest rates;
general economic and business conditions and developments, including those currently affecting or that may affect our economy;
general and local real estate conditions, including any changes in the value of our real estate;
our ability to renew or re-lease space as leases expire;
our ability to pay dividends;
changes in governmental laws and regulations relating to real estate and related investments;
compliance with credit facility and mortgage debt covenants;
the availability of, and costs associated with, sources of capital and liquidity;
competition in our industry;
technological changes, such as autonomous vehicles, reconfiguration of supply chains, robotics, 3D printing or other technologies;
potential natural disasters, epidemics, pandemics or outbreak of infectious disease, such as COVID-19, and other potentially catastrophic events such as acts of war and/or terrorism; and
the other risks, uncertainties and factors described in the reports and documents we file with the SEC including the risks, uncertainties and factors described under “Item 1A. Risk Factors” and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Annual Report on Form 10-K, and in the Quarterly Reports on Form 10-Q and the other reports we file with the SEC.

In light of the factors referred to above, the future events discussed or incorporated by reference in this report and other documents we file with the SEC may not occur, and actual results, performance or achievements could differ materially from those anticipated or implied in the forward-looking statements.  Given these uncertainties, you should not rely on any forward-looking statements.

Except as may be required under the United States federal securities laws, we undertake no obligation to publicly update our forward-looking statements, whether as a result of new information, future events or otherwise. You are advised, however, to consult any further disclosures we make in our reports that are filed with or furnished to the SEC.

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PART I

Item 1. Business.

General

General

We are a self-administered and self-managed real estate investment trust, also known as a REIT. We were incorporated in Maryland on December 20, 1982. We acquire, own and manage a geographically diversified portfolio consisting of industrial retail (including furniture stores and, supermarkets), restaurant, health and fitness and theaterto a lesser extent, retail properties, many of which are subject to long-term leases. Most of our leases are "net leases"“net leases” under which the tenant, directly or indirectly, is responsible for paying the real estate taxes, insurance and ordinary maintenance and repairs of the property. As of December 31, 2017,2023, we own 113108 properties (excluding a property disposed of in January 2018) and participate in joint ventures that own fivetwo properties. These 118110 properties are located in 3031 states and have an aggregate of approximately 10.710.9 million square feet (including an aggregate of approximately 1.2 million square46,000 ­square feet at properties owned by our joint ventures).

As of December 31, 2017:2023:

not part of this report.

        Our 2018 contractual rental income represents, after giving effect2023 and Recent Developments

In 2023, we:

sold 10 properties (i.e., seven restaurants and three retail properties) and an out-parcel at a multi-tenant retail property, for an aggregate net gain on sale of real estate of $17.0 million. The properties sold accounted for $2.5 million, or 2.7%, and $3.0 million, or 3.3 %, of 2023 and 2022 rental income, net, respectively. We estimate that, excluding any acquisitions, dispositions or lease amendments in 2024, rental income in 2024 will decrease by approximately $2.5 million from 2023 due to these sales.

paid down our credit facility by approximately $21.8 million primarily through the use of net proceeds from property sales – as of December 31, 2023 and March 1, 2024, no amounts were outstanding on the facility.

acquired a multi-tenant industrial property for an aggregate purchase price of $13.4 million. This property accounts for $806,000, or 1.1%, of our 2024 contractual rental income.

through an unconsolidated joint venture in which we had a 50% equity interest, sold a multi-tenant shopping center located in Manahawkin, NJ for $36.5 million, of which our share was $18.3 million. In 2023, we recognized a $108,000 loss from the sale of this property. Our share of the net proceeds from this sale was $7.1 million. We generated, in 2023, $1.1 million (including our $850,000 share of an impairment charge) of equity in loss and in 2022 and 2021, $210,000 and $11,000, respectively, of equity in earnings from this unconsolidated joint venture.

entered into, amended or extended 28 leases with respect to approximately 988,000 square feet.

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repurchased approximately 499,000 shares of our common stock for an aggregate purchase price of approximately $9.6 million (i.e., an average price of $19.24 per share).

Subsequent to any abatements, concessions or adjustments, the base rent payable to us in 2018 under leases in effect at December 31, 2017. Excluded from 2018 contractual rental income are approximately $483,000 of straight-line rent, amortization of approximately $1.0 million of intangibles, $56,000 of base rent payable through January 31, 2018 with respect2023, we:

entered into a contract to sell a pad site at a multi-tenant retail shopping center in Lakewood, Colorado, which we own through a consolidated joint venture in which we hold a 90% interest, for $2.9 million. The buyer’s right to terminate the contract expired in February 2024 and the sale is anticipated to close during the quarter ending March 31, 2024. We anticipate recognizing a gain of approximately $1.8 million on this sale during the three months ending March 31, 2024, of which the non-controlling interest’s share will be approximately $180,000.

Our Business Objective

Our business objective is to a property we sold in January 2018, and our share of the base rent payable to our joint ventures, which in 2018 is approximately $2.4 million.increase stockholder value by:

2017 Highlights and Recent Developments

identifying opportunistic and strategic property acquisitions consistent with our portfolio and our acquisition strategies;
monitoring and maintaining our portfolio, and as appropriate, working with tenants to facilitate the continuation or expansion of their tenancies;
managing our portfolio effectively, including opportunistic and strategic property sales;
obtaining mortgage indebtedness (including refinancings) on favorable terms, ensuring that the cash flow generated by a property exceeds the debt service thereon and maintaining access to capital to finance property acquisitions; and
maintaining and, over time, increasing our dividend.

        In 2017:


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    we re-leased four vacant properties or portions thereof. In 2017, we incurred an aggregate of $739,000 of real estate operating expenses in carrying such properties. In 2018, we will generate an aggregate of approximately $1.2 million of rental income from such properties and in the future, will not be responsible for the related operating expenses.

    on January 30, 2018, we sold a multi-tenant retail property located in Fort Bend, Texas, in which we held an 85% interest, for gross proceeds of $9.2 million and paid off the $4.4 million mortgage. In the quarter ending March 31, 2018, we anticipate recognizing a gain on this sale of approximately $2.4 million. The non-controlling interests' share of the gain from the transaction will be approximately $800,000.

        In the narrative portion of this Annual Report on Form 10-K, except as otherwise indicated:

    the information with respect to our consolidated joint ventures is generally described as if such ventures are our wholly owned subsidiaries and information with respect to unconsolidated joint ventures is generally separately described,

    (i) all references to joint ventures refer to unconsolidated joint ventures, (ii) all interest rates with respect to debt give effect to the related interest rate derivative, if any, (iii) amounts reflected as debt, reflects the gross debt owed, without deducting deferred financing costs, and (iv) square footage and terms of like import refers to the total square footage of the applicable building, including common areas, if any,

    2018 contractual rental income derived from multiple properties leased pursuant to a master lease is allocated among such properties based on management's estimate of the appropriate allocations, and

    the rental, operating, mortgage and statistical information, excludes the Fort Bend, Texas property sold in January 2018, other than with respect to the disclosures under"Item 6. Selected Financial Data" and"Item 7. Management's Discussion and Analysis of Financial Condition—Results of Operations—Comparison of Years Ended December 31, 2017 and 2016 " and "—Results of Operations—Comparison of Years Ended December 31, 2016 and 2015."

Acquisition Strategies

We seek to acquire properties throughout the United States that have locations, demographics and other investment attributes that we believe to be attractive. We believe that long-term leases provide a predictable income stream over the term of the lease, making fluctuations in market rental rates and in real estate values less significant to achieving our overall investment objectives. Our primary goalobjective is to acquire single-tenant properties, and in particular, industrial properties, that are subject to long-term net leases that include periodic contractual rental increases or rent increases based on increases in the consumer price index. Periodic contractual rental increases provide reliable increases in future rent payments and rent increases based on the consumer price index provide protection against inflation. Historically, long-term leases have made it easier for us to obtain longer-term, fixed-rate mortgage financing with principal amortization, thereby moderating the interest rate risk associated with financing or refinancing our property portfolio and reducing the outstanding principal balance over time. We have, however, acquired properties, and may however,continue to acquire a propertyproperties, that isare subject to a short-term leaseleases when we believe the property representsthat such properties represent a favorable opportunity for generating additional income from its re-lease or has significant residual value. Although the acquisition ofwe are focused on acquiring single-tenant properties subject to net leases, is the focus of our investment strategy, we also consider investments in, among other things, (i) properties that can be re-positioned or re-developed, and (ii) community shopping centers anchored by national or regional tenants and (iii) properties ground leased to operators of multi-family properties. We pay substantially all the operating expenses at community shopping centers, a significant portion of which is reimbursed by tenants pursuant to their leases.


Table of Contentstenants.

Generally, we hold the properties we acquire for an extended period of time. Our investment criteria are intended to identify properties from which increased asset value and overall return can be realized from an extended period of ownership. Although our investment criteria favor an extended period of ownership, we will dispose of a property if we regard the disposition of the property as an opportunity to realize the overall value of the property sooner or to avoid future risks by achieving a determinable return from the property.

        Historically, a significant portion4

Table of our portfolio generated rental income from retail properties. We are sensitive to the risks facing the retail industry and have been addressing our exposure thereto by seeking to acquire properties that capitalize on e-commerce activities, such as e-commerce distribution and warehousing facilities, and by being especially selective in acquiring retail properties. As a result of this emphasis, retail properties generated 43.3%, 46.1%, and 49.5% of rental income, net, in 2017, 2016, and 2015, respectively.Contents

We identify properties through the network of contacts of our, senior management and our affiliates, senior management, which contacts include real estate brokers, private equity firms, banks and law firms. In addition, we attend industry conferences and engage in direct solicitations.

Our charter documents do not limit the number of properties in which we may invest, the amount or percentage of our assets that may be invested in any specific property or property type, or the concentration of investments in any region in the United States. We do not intend to acquire properties located outside of the United States. We will continue to form entities to acquire interests in real properties, either alone or with other investors, and we may acquire interests in joint ventures or other entities that own real property.

It is our policy, and the policy of our affiliated entities (as described below), that any investment opportunity presented to us or to any of our affiliated entities that involves the acquisition of a net leased property, a ground lease (other than a ground lease of a multi-family property) or a community shopping center, will first be offered to us and may not be pursued by any of our affiliated entities unless we decline the opportunity. Further, to the extent our affiliates are unable or unwilling to pursue an acquisition of a multi-family property (including a ground lease of a multi-family property), we may pursue such transaction if it meets our investment objectives. Our affiliated entities include Gould Investors L.P. (“Gould Investors”), a master limited partnership involved primarily in the ownership and operation of a diversified portfolio of real estate assets, BRT Apartments Corp., a NYSE listed multi-family REIT and Majestic Property Management Corp., a property management company, which is wholly owned by Fredric H. Gould, our vice chairman.

Investment Evaluation

In evaluating potential investments, we consider, among other criteria, the following:

the current and projected cash flow of the property;
the estimated return on equity to us;
an evaluation of the property and improvements, given its location and use;
an evaluation of the credit quality of the tenant;
alternate uses or tenants for the property;
local demographics (population and rental trends);
the purpose for which the property is used (i.e., industrial, retail or other);
the terms of tenant leases, including co-tenancy provisions and the relationship between current rents and market rents;
the potential to finance and/or refinance the property;
the projected residual value of the property;
the ability of a tenant, if a net leased property, or major tenants, if a multi-tenant property, to meet operational needs and lease obligations;
potential for income and capital appreciation;
occupancy of and demand for similar properties in the market area; and
the ability of a tenant and the related property to withstand changing economic conditions and other challenges.

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Our Business Objective

        Our business objective is to maintain and increase, over time, the cash available for distribution to our stockholders by:

Typical Property Attributes

        As of December 31, 2017, the properties in our portfolio have the following attributes:


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Our Tenants

The following table sets forth information about the diversification of our tenants by industry sector as of December 31, 2017:2023:

    

    

    

    

Percentage of

 

Number of

Number of

2024 Contractual

2024 Contractual

 

Type of Property

Tenants

Properties

Rental Income (1)

Rental Income

 

Industrial

 

67

55

$

47,114,698

 

66.1

Retail—General

 

53

27

 

11,160,441

 

15.7

Retail—Furniture

 

2

10

 

3,983,899

 

5.6

Health & Fitness

 

1

3

 

2,645,989

 

3.7

Retail—Office Supply(2)

 

1

5

 

2,085,527

 

2.9

Other

 

4

3

 

1,908,522

 

2.7

Restaurant

 

6

3

 

1,179,911

 

1.7

Theater

 

1

2

 

1,176,619

 

1.6

 

135

 

108

$

71,255,606

 

100.0

(1)Our 2024 contractual rental income represents, after giving effect to any abatements, concessions, deferrals or adjustments, the base rent payable to us in 2024 through the stated expiration of such leases, under leases in effect at December 31, 2023. Our 2024 contractual rental income:
Includes an aggregate of $2.9 million comprised of: (i) $1.3 million based on a negotiated but unsigned lease amendment from a tenant at our Brooklyn, New York office property, (ii) $1.2 million from Regal Cinemas, as to which there is uncertainty as to its collectability, (iii) $325,000 representing the base rent payable by Dick’s Sporting Goods (Champaign, Illinois) in the twelve months ending December 31, 2024, although such lease is subject to termination by the landlord or tenant upon 90 days’ notice and (iv) $120,000 from the LA Fitness lease in Hamilton, Ohio which terminates May 1, 2024.
Excludes an aggregate of $1.5 million comprised of: (i) subject to the property generating specified levels of positive operating cash flow, $1.3 million of estimated variable lease payments from The Vue, a multi-family complex which ground leases the underlying land from us and as to which there is uncertainty as to when and whether the tenant will resume paying rent and (ii) $235,000 representing our share of the base rent payable to our joint ventures.
(2)Includes five properties which are net leased to Office Depot pursuant to five separate leases. Four of the Office Depot leases contain cross-default provisions.
Type of Property
 Number of
Tenants
 Number of
Properties
 2018 Contractual
Rental Income
 Percentage of
2018 Contractual
Rental Income
 

Industrial

  31  28 $25,119,990  37.1 

Retail—General

  57  35  15,963,958  23.6 

Retail—Furniture(1)

  3  14  6,109,003  9.0 

Restaurant

  10  16  3,185,623  4.7 

Health & Fitness

  1  3  3,080,333  4.5 

Retail—Supermarket

  3  3  2,718,682  4.0 

Retail—Office Supply(2)

  1  7  2,406,728  3.6 

Theater

  1  2  2,293,132  3.4 

Other

  5  5  6,856,708  10.1 

  112  113 $67,734,157  100.0 

(1)
Eleven properties are net leased to Haverty Furniture Companies, Inc., which we refer to as Haverty Furniture, pursuant to a master lease covering all such properties.

(2)
Includes seven properties which are net leased to Office Depot pursuant to seven separate leases. Five of the Office Depot leases contain cross-default provisions.

Many of our tenants (including franchisees of national chains) operate on a national basis including, among others, Advanced Auto, Applebees, Barnes & Noble,Ashley Furniture, Burlington Coat Factory, CarMax,Cargill, CVS, Famous Footwear, FedEx, Ferguson Enterprises, Hobby Lobby, Home Depot USA, LA Fitness, Marshalls, Men's Wearhouse,NARDA Holdings, Inc., Northern Tool, Office Depot, Party City, PetSmart, Ross Stores, Shutterfly, TGI Friday's, The Toro Company, Urban Outfitters,US Lumber and Walgreens, Wendy's and Whole Foods, and some of our tenants operate on a regional basis, including HavertyHavertys Furniture and Giant Food Stores.

Our Leases

Most of our leases are net leases under which the tenant, in addition to its rental obligation, typically is responsible, directly or indirectly for expenses attributable to the operation of the property, such as real estate taxes and assessments, insurance and ordinary maintenance and repairs. The tenant is also generally responsible for maintaining the property and for restoration following a casualty or partial condemnation. The tenant is typically obligated to indemnify us for claims arising from the property and is responsible for maintaining insurance coverage for the property it leases and naming us an additional insured. Under some net leases, we are responsible for structural repairs, including foundation and slab, roof repair or replacement and restoration following a casualty event, and at several properties we are responsible for certain expenses related to the operation and maintenance of the property.

        Our typical lease provides6

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Leases representing 69.2% of our 2024 contractual rental income provide for either periodic contractual rent increases periodically throughout the term of the lease or fora rent increases pursuant to a formulaincrease based on the consumer price index. Some of our leases provide for minimum rents supplemented by additional payments based on sales derived from the property subject to the lease (i.e., percentage rent). Percentage rent from four properties contributed $263,000 to 2017 rental income,$107,000, $85,000 and $70,000 of which $174,000 was contributed by one tenant. Percentage rent contributed $42,000, and $38,000 to rental income in 20162023, 2022 and 2015,2021, respectively.


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Generally, our strategy is to acquire properties that are subject to existing long-term leases or to enter into long-term leases with our tenants. Our leases generally provide the tenant with one or more renewal options. The weighted average remaining term of our leases was 5.5 years, 5.9 years and 6.0 years at December 31, 2023, 2022 and 2021, respectively.

The following table sets forth scheduled expirations of leases at our properties as of December 31, 2017:2023:

Percentage of

Approximate

2024 Contractual

Number of

Square Footage

2024 Contractual

Rental Income

Expiring

Subject to

Rental Income Under

Represented by

Year of Lease Expiration (1)

    

Leases

    

Expiring Leases (2)

    

Expiring Leases

    

Expiring Leases

2024

 

15

647,889

$

2,575,111

3.6

2025

 

15

660,289

 

5,477,987

7.7

2026

 

19

1,007,595

 

6,229,965

8.7

2027

 

35

2,185,789

 

14,520,670

20.4

2028

 

22

1,442,680

 

9,831,127

13.8

2029

 

13

1,276,554

 

7,174,637

10.1

2030

 

13

625,026

 

6,679,464

9.4

2031

 

7

864,358

 

4,320,061

6.1

2032

 

9

325,456

 

3,250,054

4.6

2033

10

860,631

7,533,634

10.5

2034 and thereafter

 

7

829,976

 

3,662,896

5.1

 

165

 

10,726,243

$

71,255,606

 

100.0

(1)Lease expirations do not give effect to the exercise of existing renewal options.
(2)Excludes an aggregate of 125,353 square feet of vacant space.
Year of Lease Expiration(1)
 Number of
Expiring
Leases
 Approximate
Square
Footage
Subject to
Expiring
Leases
 2018 Contractual
Rental Income
Under Expiring
Leases
 Percentage of
2018 Contractual
Rental Income
Represented by
Expiring Leases
 

2018

  12  206,592 $1,333,898  2.0 

2019

  12  321,507  2,952,389  4.4 

2020

  9  110,548  1,621,506  2.4 

2021

  18  578,070  4,194,598  6.2 

2022

  25  2,144,389  14,424,295  21.3 

2023

  13  852,141  5,689,479  8.4 

2024

  6  408,093  2,069,484  3.1 

2025

  10  387,202  5,410,643  8.0 

2026

  11  551,229  5,266,182  7.8 

2027 and thereafter

  33  3,827,219  24,771,683  36.4 

  149  9,386,990 $67,734,157  100.0 

(1)
Lease expirations assume tenants do not exercise existing renewal options.

Financing, Re-Renting and Disposition of Our Properties

Our revolving credit facility provides us with a source of funds that may beis used to acquire properties, payoff existing mortgages, and to a more limited extent, invest in joint ventures, implement property improvementsimprove properties and for working capital purposes. NetGenerally, net proceeds received from the sale, financing or refinancing of properties are generally required to be used to repay amounts outstanding under our facility. See"Item 7. Management'sManagement’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Credit Facility"Facility”.

We mortgage specific properties on a non-recourse basis, subject to the standard carve-outs described under"Item 2. Properties—Mortgage Debt", to enhance the return on our investment in a specific property. TheGenerally, the proceeds of mortgage loans are first applied to reduce indebtedness on our credit facility and the balance may be used for other general purposes, including property acquisitions, investments in joint ventures or other entities that own real property, to reduce bank debt and for working capital purposes.capital.

With respect to properties we acquire on a free and clear basis, we usually seek to obtain long-term fixed-rate mortgage financing, when available at acceptable terms, shortly after the acquisition of such property to avoid the risk of movement of interest rates and fluctuating supply and demand in the mortgage markets. We also will acquire a property that is subject to (and will assume) a fixed-rate mortgage. Substantially all of our mortgages provide for amortization of part of the principal balance during the term, thereby reducing the refinancing risk at maturity. Some of our properties may be financed on a cross-defaulted or cross-collateralized basis, and we may collateralize a single financing with more than one property.

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In advance of the termination or expiration of any lease relating to any of our properties, we will seek to re-rentexplore re-renting or sellselling such property in a manner that willto maximize theour return, to us, considering, among other factors, the income potential and market value of such property. We acquire properties for long-term


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investment for income purposes and do not typically engage in the turnover of investments. We will consider the sale of a property if a sale appears advantageous in view of our investment objectives. If there is a substantial tax gain, we may seek to enter into a tax deferred transaction and reinvest the proceeds in another property. Cash realized from the sale of properties, net of required payoffs of the related mortgage debt, if any, required paydowns of our credit facility, and distributions to stockholders, is available for general working capital purposes and the acquisition of additional properties.

Our Joint Ventures

        As of December 31, 2017,In 2023, we participated in five joint ventures that ownsold ten properties (i.e., seven restaurants and three retail) and an aggregate of fiveout-parcel at a multi-tenant retail property. Generally, we sold these properties with approximately 1.2 million square feet of space. Four of the properties are retail properties and one is an industrial property. We own 50% of the equity interest in all of these joint ventures. At December 31, 2017, our investment in joint ventures was approximately $10.7 million and the occupancy rate at the properties owned by these ventures, based on square footage, was 97.6%.

        Based on the leases in effect at December 31, 2017, we anticipate that our share of the base rent payable in 2018due to our joint ventures is approximately $2.4 million. Leases for two properties are expected to contribute 86.5% of the aggregate base rent payable to all ofbelief that such property had achieved its maximum potential value; our joint ventures in 2018. Leasesconcern with respect to 55.6%, 11.9% and 32.5% of the aggregate base rent payable to all of our joint ventures in 2018, is payable pursuant to leases expiring from 2018 to 2019, from 2020 to 2021, and thereafter, respectively.

        See"Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations—Other Developments" for information regarding properties tenanted by Kmart.

Competition

        We face competitionlong-term prospects for the tenant or the geographic sub-market; or our concern in our ability, on acceptable terms, to refinance the property’s mortgage debt or re-lease the property. We used a significant portion of these net proceeds to pay off $21.8 million of credit facility debt.

Competition

The U.S. commercial real estate investment market, and in particular, the market for industrial properties, is highly competitive. We compete with many entities engaged in the acquisition, leasing and operation of commercial properties. As such, we compete with other investors for a limited supply of properties from a variety of investors, including domestic and foreign corporationsfinancing for these properties. Competitors include traded and real estate companies, financial institutions,non-traded public REITs, private equity firms, institutional investment funds, insurance companies pension funds, investment funds, other REITs and private individuals, many of which have significant advantages over us, including a larger, more diverse group of properties and greater financial (including access to debt on more favorable terms) and other resources than we have.have and the ability or willingness to accept more risk than we believe appropriate for us. We can provide no assurance that we will be able to compete successfully in the commercial real estate industry.

Regulation

Environmental

Investments in real property create the potential for environmental liability on the part of the owner or operator of such real property. If hazardous substances are discovered on or emanating from a property, the owner or operator of the property may be held strictly liable for all costs and liabilities relating to such hazardous substances. We generally obtain a Phase I environmental study (which involves inspection without soil sampling or ground water analysis) conducted by independent environmental consultants prior to acquiring a property and, in certain instances, have conducted additional investigations.

We do not believe that there are hazardous substances existing on our properties that would have a material adverse effect on our business, financial position or results of operations. We do not carry insurance coverage for the types of environmental risks described above.

We believe that we are in compliance, in all material respects, with all federal, state and local ordinances and regulations regarding hazardous or toxic substances. Furthermore, we have not been notified by any governmental authority of any noncompliance, liability or other claim in connection with any of our properties, that we believe would have a material adverse effect on our business, financial position or results of operations.

Americans with Disabilities Act of 1990

Our Structureproperties are required to comply with the Americans with Disabilities Act of 1990 and similar state and local laws and regulations (collectively, the “ADA”). The primary responsibility for complying with the ADA, (i.e., either us or our tenant) generally depends on the applicable lease, but we may incur costs if the tenant is responsible and does not comply. As of December 31, 2023, we have not been notified by any governmental authority, nor are we otherwise aware, of any non-compliance with the ADA that we believe would have a material adverse effect on our business, financial position or results of operations.

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Other Regulations

        NineState and local governmental authorities regulate the use of our properties. While many of our leases mandate that the tenant is primarily responsible for complying with such regulations, the tenant’s failure to comply could result in the imposition of fines or awards of damages on us, as the property owner, or restrictions on the ability to conduct business on such properties.

Human Capital Resources

As of December 31, 2023, we had 10 full-time employees including Patrick J. Callan, Jr.(including 5 full-time executive officers), our president and chief executive officer, Lawrence G. Ricketts, Jr., our executive vice president and chief operating officer, Justin Clair, a vice president, Karen Dunleavy, vice president-financial and five other employees,who devote substantially all of their business time to us. Our otherour activities. In addition, certain (i) executive, administrative, legal, accounting, clerical, property management, property acquisition, consulting (i.e., sale, leasing, brokerage, and clerical personnel provide theirmortgage financing), and construction supervisory services, which we refer to us on a part-time basiscollectively as the “Services”, and (ii) facilities and other resources, are provided pursuant to the compensation and services agreement described below.

        We entered into a compensation and services agreement withbetween us and Majestic Property Management Corp. effective, which we refer to as of January 1, 2007.“Majestic Property.” Majestic Property is wholly-owned by the Vice Chairman of our vice chairmanBoard of the boardDirectors and it provides compensation tocompensates certain of our executive officers. Pursuant to this agreement, we pay fees to Majestic Property and Majestic Property provides us with the services of all affiliated executive, administrative, legal, accounting and clerical personnel that we use on a part time basis, as well as property management services, property acquisition, sales and leasing and mortgage brokerage services. The fees we pay Majestic Property are negotiated by us and Majestic Property in consultation with our audit and compensation committees, and are approved by these committees and our independent directors.


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In 2017,2023, pursuant to the compensation and services agreement, we paid Majestic Property a fee of approximately $2.7$3.3 million for the Services plus $216,000$317,000 for our share of all direct office expenses, including rent, telephone, postage, computer services, suppliesinternet usage and internet usage.supplies. Included in the $2.7$3.3 million fee is $1,154,000$1.5 million for property management services—the feeamount for the property management services is based on 1.5% and 2.0% of the rental payments (including tenant reimbursements) actually received by us from net lease tenants and operating lease tenants, respectively. Property management fees areWe do not paid topay Majestic Property with respect to properties managed by third parties. Based on our portfolio of properties at December 31, 2017,2023, we estimate that the property management fee in 20182024 will be approximately $1,190,000.$1.4 million.

We provide a competitive benefits program to help meet the needs of our employees. In addition to salaries, the program includes annual cash bonuses, stock awards, contributions to a pension plan, healthcare and insurance benefits, health savings accounts, paid time off, family leave and an education benefit. Employees are offered great flexibility to meet personal and family needs and regular opportunities to participate in professional development programs. Most of our employees have a long tenure with us, which we believe is indicative of our employees’ satisfaction with the work environment we provide.

We maintain a work environment that is free from discrimination or harassment on the compensationbasis of color, race, sex, national origin, ethnicity, religion, age, disability, sexual orientation, gender identification or expression or any other status protected by applicable law, and services agreement allows usour employees are compensated without regard to benefitany of the foregoing.

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Information about our Executive Officers

Set forth below is a list of our executive officers whose terms expire at our 2024 annual board of directors’ meeting. The business history of our executive officers, who are also directors, will be provided in our proxy statement to be filed with the SEC not later than April 29, 2024:

NAME

AGE

POSITION WITH THE COMPANY

Matthew J. Gould*

64

Chairman of the Board

Fredric H. Gould*

88

Vice Chairman of the Board

Patrick J. Callan, Jr.

61

President, Chief Executive Officer and Director

Lawrence G. Ricketts, Jr.

47

Executive Vice President and Chief Operating Officer

Jeffrey A. Gould*

58

Senior Vice President and Director

Isaac Kalish**

48

Senior Vice President and Chief Financial Officer

David W. Kalish**

76

Senior Vice President—Financial Officer

Mark H. Lundy

61

Senior Vice President

Israel Rosenzweig

76

Senior Vice President

Richard M. Figueroa

56

Senior Vice President

Justin Clair

41

Executive Vice President

Mili Mathew

40

Vice President—Financial

Alysa Block

63

Treasurer

*

Matthew J. Gould and Jeffrey A. Gould are Fredric H. Gould’s sons.

**

Isaac Kalish is David W. Kalish’s son.

Lawrence G. Ricketts, Jr. Mr. Ricketts has been our Chief Operating Officer since 2008, Executive Vice President since 2006 and served as Vice President from (i) access to,1999 through 2006.

Isaac Kalish. Mr. Kalish has served as our Chief Financial Officer since 2023, as Senior Vice President since 2022 and as Vice President from 2013 through 2022. He has served as Treasurer of the managing general partner of Gould Investors since 2013 and as its Assistant Treasurer from 2012, as Senior Vice President since 2022, as Vice President and Treasurer of BRT Apartments Corp. since 2013 and 2014, respectively, and as its Assistant Treasurer from 2009 through 2013. He is a certified public accountant.

David W. Kalish. Mr. Kalish has served since 2023 as our Senior Vice President-Finance, and from the services1990 to 2023, as Chief Financial Officer and Senior Vice President. Since 1998, he has served as Senior Vice President, Finance and from 1990 to 1998, as Vice President of a group of senior executives with significant knowledgeBRT Apartments. Since 1990, he has served as Senior Vice President and experience in the real estate industry and our company, (ii) other individuals who perform services on our behalf, and (iii) general economies of scale. If not for this agreement, we believe that a company of our size would not have access to the skills and expertise of these executives at the cost that we have incurred and will incur in the future. For a descriptionChief Financial Officer of the backgroundmanaging general partner of Gould Investors. Mr. Kalish is a certified public accountant.

Mark H. Lundy. Mr. Lundy has served as our management, please see the information under the heading "Executive Officers" in Part ISenior Vice President since 2006 and as Vice President from 2000 through 2006. He has served as Senior Vice President of this Annual Report. See Note 12BRT Apartments since 2006, and as its Vice President from 1993 to our consolidated financial statements for information regarding equity awards to individuals performing services on our behalf pursuant to the compensation2006. Mr. Lundy has served as President and services agreement.

Available Information

        Our Internet address is www.onelibertyproperties.com. On the Investor Information page of our web site, we post the following filings as soon as reasonably practicable after they are electronically filed with or furnished to the Securities and Exchange Commission (the "SEC"): our annual report on Form 10-K, our quarterly reports on Form 10-Q, our current reports on Form 8-K, and any amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d)Chief Operating Officer of the Securities Exchange Actmanaging general partner of 1934,Gould Investors since 2013 and as amended. All such filings onits Vice President from 1990 through 2012. He is an attorney admitted to practice in New York and the District of Columbia.

Israel Rosenzweig. Mr. Rosenzweig has served as our Investor Information Web page, which also includes Forms 3, 4 and 5 filed pursuant to Section 16(a)Senior Vice President since 1997. He has served as Chairman of the Securities Exchange ActBoard of 1934,Directors of BRT Apartments since 2013, as amended, are availableVice Chairman of its Board of Directors from 2012 through 2013, and as its Senior Vice President from 1998 through 2012. Since 1997, he has served as a Vice President of the managing general partner of Gould Investors.

Richard M. Figueroa. Mr. Figueroa has served as our Senior Vice President since 2019, as Vice President from 2001 through 2019, as Vice President of BRT Apartments from 2002 through 2019 and as Vice President of the managing general partner of Gould Investors since 1999. Mr. Figueroa is an attorney admitted to be viewed freepractice in New York.

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        On the Corporate Governance page of our web site, we post the following chartersJustin Clair. Mr. Clair has served as Executive Vice President since 2023, as Senior Vice President—Acquisitions from 2019 through 2023, as Vice President from 2014 through 2019, as Assistant Vice President from 2010 through 2014, and guidelines: Audit Committee Charter, Compensation Committee Charter, Nominating and Corporate Governance Committee Charter, Corporate Governance Guidelines and Code of Business Conduct and Ethics, as amended and restated. All such documents on our Corporate Governance Web page are available to be viewed free of charge.

        Information contained on our web site is not part of, and is not incorporated by reference into, this Annual Report on Form 10-K or our other filings with the SEC. A copy of this Annual Report on Form 10-K and those items disclosed on our Investor Information Web page and our Corporate Governance Web page are available without charge upon written request to: One Liberty Properties, Inc., 60 Cutter Mill Road, Suite 303, Great Neck, New York 11021, Attention: Secretary.

Forward-Looking Statements

        This Annual Report on Form 10-K, together with other statements and information publicly disseminatedhas been employed by us contains certain forward-looking statements withinsince 2006.

Mili Mathew. Ms. Mathew has served as Chief Accounting Officer since 2023, Vice President—Financial, since 2022, as Assistant Vice President—Financial, from 2020 through 2022, and has been employed by us since 2014.

Alysa Block. Ms. Block has been our Treasurer since 2007 and served as Assistant Treasurer from 1997 to 2007. Ms. Block also served as the meaningTreasurer of Section 27A of the Securities Act of 1933,BRT Apartments from 2008 through 2013, and as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. We intend such forward-looking statementsits Assistant Treasurer from 1997 to be covered by the safe harbor provision for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and include this statement for purposes of complying with these safe harbor provisions. Forward-looking statements, which are based on certain assumptions and describe our future plans, strategies and expectations, are generally identifiable by use of the words "may," "will," "could," "believe," "expect,"


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"intend," "anticipate," "estimate," "project," or similar expressions or variations thereof. You should not rely on forward-looking statements since they involve known and unknown risks, uncertainties and other factors which are, in some cases, beyond our control and which could materially affect actual results, performance or achievements. Factors which may cause actual results to differ materially from current expectations include, but are not limited to:

    the financial condition of our tenants and the performance of their lease obligations;

    general economic and business conditions, including those currently affecting our nation's economy and real estate markets;

    the availability of and costs associated with sources of liquidity;

    accessibility of debt and equity capital markets;

    general and local real estate conditions, including any changes in the value of our real estate;

    compliance with credit facility covenants;

    increased competition for leasing of vacant space due to current economic conditions;

    changes in governmental laws and regulations relating to real estate and related investments;

    the level and volatility of interest rates;

    competition in our industry; and

    the other risks described underItem 1A. Risk Factors.

        Any or all of our forward-looking statements in this report and in any other public statements we make may turn out to be incorrect. Actual results may differ from our forward-looking statements because of inaccurate assumptions we might make or because of the occurrence of known or unknown risks and uncertainties. Many factors mentioned in the discussion below will be important in determining future results. Consequently, no forward-looking statement can be guaranteed and you are cautioned not to place undue reliance on these forward- looking statements. Actual future results may vary materially.

        Except as may be required under the United States federal securities laws, we undertake no obligation to publicly update our forward-looking statements, whether as a result of new information, future events or otherwise. You are advised, however, to consult any further disclosures we make in our reports that are filed with or furnished to the SEC.

Item 1A. Risk Factors.

Set forth below is a discussion of certain risks affecting our business. The categorization of risks set forth below is meant to help you better understand the risks facing our business and is not intended to limit your consideration of the possible effects of these risks to the listed categories. Any adverse effects arisingimpacts from the realization of any of the risks discussed, including our financial condition and results of operations, may, and likely will, adversely affect many aspects of our business. In addition to the other information contained or incorporated by reference in this Form 10-K, readers should carefully consider the following risk factors:

Risks Related to Our Business

Approximately 40.2% of our 2018 contractual rental income is derived from tenants operating in the retail industry and the failure of those tenants to pay rent would significantly reduce our revenues.

        Approximately 40.2% of our 2018 contractual rental income is derived from retail tenants, including 9.0% from tenants engaged in retail furniture (i.e., Haverty Furniture accounts for 7.1% of


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2018 contractual rental income) and 3.6% from tenants engaged in office supply activities (i.e., Office Depot accounts for 3.6% of 2018 contractual rental income).

        Various factors could cause our retail tenants to close their locations, including difficult economic conditions and e-commerce competition. The failure of our retail tenants to meet their lease obligations, including rent payment obligations, due to these and other factors, may make it difficult for us to satisfy our operating and debt service requirements, make capital expenditures and pay dividends.

If we are unable to re-rent properties upon the expiration of our leases or if our tenants default or seek bankruptcy protection, our rental income will be reduced and we would incur additional costs.

Substantially all of our rental income is derived from rent paid by our tenants. From 20182024 through 2020,2029, the following leases with respect to 33 tenants that account for 8.8% of our 2018 contractual rental income, expire. expire:

    

    

Percentage of

Number of

2024 Contractual

2024 Contractual

Leases Expiring December 31,

Leases

Rental Income

Rental Income

2024 - 2026

49

$

14,283,063

20.0

2027 - 2029

70

31,526,434

44.3

If our tenants, and in particular, our significant tenants, (i) do not renew their leases upon thelease expiration, of same, (ii) default on their obligations or (iii) seek rent relief, lease renegotiation or other accommodations, our revenues couldwould decline and, in certain cases, co-tenancy provisions (i.e., a tenant’s right to reduce their rent or terminate their lease if certain key tenants vacate a property) may be triggered possibly allowing other tenants at the same property to reduce their rental payments or terminate their leases. At the same time, we would remain responsible for the payment of the mortgage obligations with respect to the related properties, and would become responsible for the operating expenses related to these properties, including, among other things,(e.g., real estate taxes, maintenance and insurance. In addition, we mayinsurance) related to these properties, and, in the event of tenant defaults, would incur expenses in enforcing our rights as landlord. Our efforts to find replacement tenants may be challenged as there are a limited number of tenants interested in certain types of properties, such as our theaters (i.e., Regal Cinemas) and health and fitness centers (i.e., LA Fitness) which accounts in the aggregate for $3.8 million, or 5.4%, of 2024 contractual rental income and the cost of reconfiguring such properties to make them more attractive to a broader set of potential tenants may be prohibitive. Even if we find replacement tenants or renegotiate leases with current tenants, the terms of the new or renegotiated leases, includingafter giving effect to tenant concessions or the cost of required renovations or concessions to tenants, or the expense of the reconfiguration of a tenant's space,renovations/ reconfigurations may be less favorable than current lease terms and could reduce the amount of cash available to meet expenses and pay dividends. If we are unable to re-rent properties on favorable terms with respect to properties at which tenants facing financial difficulties default on their rent obligation to pay rent or do not renew their leases at lease expiration, our results of operations, cash flow and financial condition maywill be adversely affected. See "Item 7. Management's Discussion

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Our portfolio of properties is concentrated in the industrial and Analysisretail real estate sectors, and our business would be adversely affected by an economic downturn in either of Financial Condition or Results of Operations—Other Developments".such sectors.

Approximately 22.9%66.1% and 24.2% of our 20182024 contractual rental income is derived from industrial and retail tenants, respectively, and we are vulnerable to economic declines that negatively impact these sectors of the economy, which would have an adverse effect on our results of operations, liquidity and financial condition.

Traditional retail tenants account for 24.2% of our 2024 contractual rental income and the competition that such tenants face from e-commerce retail sales could adversely affect our business.

Approximately 24.2% of our 2024 contractual rental income is derived from retail tenants, including 5.6% from tenants engaged in selling furniture (i.e., Havertys Furniture accounts for 4.7% of 2024 contractual rental income) and 2.9% from a tenant engaged in selling office supplies (i.e., Office Depot, a tenant at five properties, one of which is currently closed but for which the tenant continues to pay rent and the lease expires in May 2025). Because e-commerce retailers (unlike “bricks and mortar” or “traditional” retailers) may be able to provide customers with better pricing and the ease, comfort and safety of shopping from their home or office, our retail tenants face extensive competition from e-commerce retailers. E-commerce sales decrease the need for traditional retail outlets and reduce retailers’ space and property requirements. This adversely impacts our ability to rent space at our retail properties and increases competition for retail tenants thereby reducing the rent we would receive at these properties and adversely affecting our results of operations, cash flow and financial condition.

Approximately 22.3% of our 2024 contractual rental income is derived from five tenants. The default, financial distress or failure of any of these tenants, couldor such tenant’s determination not to renew or extend their lease, would significantly reduce our revenues.

        HavertyFedEx, Havertys Furniture, Northern Tool, NARDA Holdings, Inc. and LA Fitness Northern Tool, Office Depot and Ferguson Enterprises account for approximately 7.1%5.5%, 4.5%4.7%, 4.2%4.3%, 3.6%4.1% and 3.5%3.7%, respectively, of our 20182024 contractual rental income.income, and the weighted average remaining lease term for such tenants is 3.7 years, 4.4 years, 5.3 years, 9.7 years and 7.0 years, respectively. The default, financial distress or bankruptcy of any of these or other significant tenants couldor such tenant’s determination not to renew or extend their lease, would significantly reduce our revenues, would cause interruptions in the receipt of, or the loss of, a significant amount of rental income and would require us to pay operating expenses (including real estate taxes) currently paid by the tenant. This could also result in the vacancy of the property or properties occupied by the defaulting or non-renewing tenant, which would significantly reduce our rental revenues and net income until the re-rental of the property or properties and could decrease the ultimate sale value of the property.

Write-offs of unbilled rent receivables and intangible lease assets will reduce our net income, total assets and stockholders’ equity and may result in breaches of financial covenants under our credit facility.

At December 31, 2023, the aggregate of our unbilled rent receivable and intangible lease assets is $31.3 million (including $14.7 million of intangible lease assets): six tenants (Competitioni.e., Northern Tool, Famous Footwear, NARDA Holdings, Inc., FedEx, Q.E.P. Co., Inc., and LA Fitness) account for 35.6% of such sum. We are required to assess the collectability of our unbilled rent receivables and the remaining useful lives of our intangible lease assets. Such assessments take into consideration, among other things, a tenant’s payment history, financial condition, and the likelihood of collectability of future rent.  If we determine that traditional retail tenants facethe collectability of a tenant’s unbilled rent receivable is not probable or that the useful life of a tenant’s intangible lease asset has changed, write-offs would be required.  Such write-offs result in a reduction of our net income, total assets and stockholders’ equity and in certain circumstances may result in the breach of our financial covenants under the credit facility.

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The concentration of our properties in certain states makes our revenues and the value of our portfolio vulnerable to adverse changes in local economic conditions.

Approximately 47.2% of our 2024 contractual rental income is derived from e-commerce retail salesproperties located in six states — South Carolina (12.0%), New York (9.2%), Texas (7.9%), Pennsylvania (7.6%), New Jersey (5.3%) and Maryland (5.2%). As a result, a decline in the economic conditions in these states or in regions where our properties are concentrated, may have an adverse effect on the rental and occupancy rates for, and the property values of, these properties, which could adversely affectlead to a reduction of our business.rental income and/or impairment charges.

Declines in the value of our properties could result in impairment charges.

If we are presented with indicators of impairment in the value of a particular property or group of properties, we will be required to perform an impairment analysis for such property or properties. If we determine that any of our properties at which indicators of impairment exist have undiscounted cash flows below the net book value of such property, we will be required to recognize an impairment charge for the difference between the fair value and the book value during the quarter in which we make such determination. Any impairment charge would reduce our net income and stockholder’s equity.

Our retail tenants face increasing competition from e-commerce retailers. These retailersability to fully control the maintenance of our net-leased properties may be ablelimited.

The tenants of our net-leased properties are responsible for maintenance and other day-to-day management of the properties. If a property is not adequately maintained in accordance with the terms of the applicable lease, we may incur expenses for deferred maintenance or other liabilities once the property is no longer leased. While we visit our properties on an intermittent basis, these visits are not comprehensive inspections and deferred maintenance items may go unnoticed. While our leases generally provide for recourse against the tenant in these instances, a bankrupt or financially-troubled tenant may be more likely to provide customersdefer maintenance, and it may be more difficult to enforce remedies against such a tenant.

A significant portion of our leases are long-term and do not have fair market rental rate adjustments, which could negatively impact our income and reduce the amount of funds available to make distributions to stockholders.

A significant portion of our rental income comes from long-term net leases. There is an increased risk with better pricing andlong-term leases, which risk is heightened in an inflationary environment, that the ease and comfort of shopping from their homecontractual rental increases in future years will fail to result in fair market rental rates during those years. If we do not accurately judge the potential for increases in market rental rates when negotiating these long-term leases or office. E-commerce sales have been obtaining an increasing percentage of retail salesif we are unable to obtain any increases in rental rates over the past few yearsterms of our leases, significant increases in future property operating costs, to the extent not covered under the net leases, could result in us receiving less than fair value from these leases. As a result, our income and this trend is expecteddistributions to continue. The continued growthour stockholders could be lower than they would otherwise be if we did not engage in long-term net leases. In addition, increases in interest rates may also negatively impact the value of e-commerce sales could decreaseour properties that are subject to long-term leases. While a significant number of our net leases provide for annual escalations in the need for traditional retail outletsrental rate, the increase in interest rates may outpace the annual escalations.

Risks Related to Our Financing Activities, Indebtedness and reduce retailers' space and property requirements. This could adversely impact our ability to rent space at our retail properties and increase competition for retail tenants thereby reducing the rent we would receive at these properties and adversely affect our results of operations and financial condition.


Table of ContentsCapital Resources

If we are unable to refinance our mortgage loans at maturity, we may be forced to sell properties at disadvantageous terms, which would result in the loss of revenues and in a decline in the value of our portfolio.

We had, as of December 31, 2017, $392.52023, $422.6 million in mortgage debt outstanding all of which is non-recourse (subject to standard carve-outs) and our ratio of mortgage debt to total assets was 53.3%. Our joint ventures had $35.0 million in total mortgage indebtedness (all of which is non-recourse subject to standard carve-outs)carve-outs). The risks associated with our mortgage debt, and the mortgage debt of our joint ventures include the riskrisks that cash flow from properties securing the indebtedness and our available cash and cash equivalents will be insufficient to meet required payments of principal and interest.

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Generally, only a portion of the principal of our mortgage indebtedness will be repaid prior to or at maturity and we do not plan to retain sufficient cash to repay such indebtedness at maturity. Accordingly, to meet these obligations if they cannot be refinanced at maturity, we will have to use funds available under our credit facility, if any, and our available cash and cash equivalents to pay our mortgage debt or seek to raise funds through the financing of unencumbered properties, sale of properties or the issuance of additional equity. From 20182024 through 2022,2028, approximately $111.4$168.6 million of our mortgage debt matures—specifically, $20.4 million in 2018, $14.6 million in 2019, $11.9 million in 2020, $20.7 million in 2021 and $43.8 million in 2022. With respect to our joint ventures, approximately $14.2 million of mortgage debt matures from 2018 through 2022—specifically, $4.3 million in 2018, $877,000 in 2019, $911,000 in 2020, $948,000 in 2021, and $7.2 million in 2022.matures. If we (or our joint ventures) are unsuccessful in refinancing or extending existing mortgage indebtedness or financing unencumbered properties, selling properties on favorable terms or raising additional equity, our cash flow (or the cash flow of a joint venture) will not be sufficientinsufficient to repay all maturing mortgage debt when payments become due, and we (or a joint venture) may be forced to dispose of properties on disadvantageous terms or convey properties secured by mortgages to the mortgagees, which would lower our revenues and the value of our portfolio.

We may find that the value of a property could be less than the mortgage secured by such property. We may also have to decide whether we should refinance or pay off a mortgage on a property at which the mortgage matures prior to lease expiration and the tenant may not renew the lease. In these types of situations, after evaluating various factors, including among other things, the tenant'stenant’s competitive position in the applicable submarket,sub-market, our and our tenant'stenant’s estimates of its prospects, consideration of alternative uses and opportunities to re-purpose or re-let the property, we may seek to renegotiate the terms of the mortgage, or to the extent that the loan is non-recourse and the terms of the mortgage cannot be satisfactorily renegotiated, forfeit the property by conveying it to the mortgagee and writing off our investment.

Declines in the value of our properties could result in impairment charges.

        If we are presented with indications of an impairment in the value of a particular propertyVolatile or group of properties, we will be required to evaluate any such propertyincreasing interest rates, or properties. If we determine that any of our properties at which indicators of impairment exist have a faircredit market value below the net book value of such property, we will be required to recognize an impairment charge for the difference between the fair value and the book value during the quarter in which we make such determination; such impairment charges may then increase in subsequent quarters. This evaluation may lead us to write off any straight-line rent receivable and lease intangible balances recorded with respect to such property. In addition, we may incur losses from time to time if we dispose of properties for sales prices that are less than our book value.


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The concentration of our properties in certain statestightening, may make our revenues and the value of our portfolio vulnerable to adverse changes in local economic conditions.

        Many of the properties we own are located in the same or a limited number of geographic regions. Approximately 40.7% of our 2018 contractual rental income will be derived from properties located in five states—Texas (11.9%), South Carolina (8.3%), New York (7.9%), Pennsylvania (6.4%) and North Carolina (6.2%). At December 31, 2017, approximately 43.1% of the net book value of our real estate investments was located in five states—Texas (11.3%), South Carolina (9.6%), Pennsylvania (9.3%), Tennessee (7.2%) and Maryland (5.7%). As a result, a decline in the economic conditions in these states or in regions where our properties may be concentrated in the future, may have an adverse effect on the rental and occupancy rates for, and the property values of, these properties, which could lead to a reduction of our rental income and/or impairment charges.

If interest rates increase or credit markets tighten, it may be more difficult for us to secure financing, which may limit our ability to finance or refinance our real estate properties, reduce the number of properties we can acquire, sell certain properties, and decrease our stock price.

        An increase in interest rates could reduce the amount investors are willing to pay for our common stock. Because REIT stocks are often perceived as high-yield investments, investors may perceive less relative benefit to owning REIT stocks as interest rates and the yield on government treasuries and other bonds increase.

Increases or volatility in interest rates, or reduced access to credit markets, may make it difficult for us to obtain financing, refinance mortgage debt, limit the mortgage debt available on properties we wish to acquire and limit the properties we can acquire. Even in the event that we are able to secure mortgage debt on, or otherwise finance our real estate properties, due to increased costs associated with securing financing and other factors beyond our control, we may be unable to refinance the entire outstanding loan balance or be subject to unfavorable terms (such as higher loan fees, interest rates and periodic payments) if we do refinance the loan balance.. In addition, an increase inincreasing interest rates could decrease the amount third parties are willing to pay for our assets, thereby limiting our ability to reposition our portfolio promptly in response to changes in economic or other conditions.dispose of assets on more favorable terms.

        While interestInterest rates have been at historically low levels the past several years, they have recently been increasing and become increasingly volatile. At December 29, 2017 and February 28, 2018,volatile as the interest rate on the 10-year10-year treasury notenotes ranged from 0.90% to 5.02% during the three years ended December 31, 2023. At March 1, 2024, the interest rate on such notes was 2.40% and 2.87%, respectively.4.19%. If we are required to refinance mortgage debt that matures over the next several years at higher interest rates than such mortgage debt currently bears, the funds available for dividends may be reduced. The following table sets forth, as of December 31, 2017,2023, the principal balance of the mortgage payments due at maturity on our properties and the weighted average interest rate thereon (dollars in thousands):

Year
 Principal
Balances
Due at Maturity
 Weighted
Average Interest
Rate Percentage
 

2018

 $10,260  4.26 

2019

  3,485  3.88 

2020

     

2021

  8,463  4.13 

2022

  31,539  3.92 

2023 and thereafter

  214,048  4.20 

    

Principal

    

Balances

Weighted Average

Due at

Interest Rate

Year

Maturity

Percentage

2024

$

49,906

4.72

2025

 

30,850

4.32

2026

 

19,179

3.88

2027

 

38,524

3.64

2028

 

30,155

4.64

2029 and thereafter

 

168,560

4.29

We manage a substantial portion of our exposure to interest rate risk by accessing debt with staggered maturities, obtaining fixed rate mortgage debt and by fixing the interest rate on substantially all of our variable rate debt through the use of interest rate swap agreements. However, no amount of hedging activity can fully insulate us from the risks associated with changes in interest rates. Swap agreements involve risk, including that counterparties may fail to honor


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their obligations under these arrangements, and that these arrangements may cause have caused

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us to pay higher interest rates on our debt obligations than would otherwise be the case. Failure to hedge effectively against interest rate risk could adversely affect our results of operations and financial condition.

Because REIT stocks are often perceived as high-yield investments, investors may perceive less relative benefit to owning REIT stocks as interest rates and the yield on government treasuries and other bonds increase or are especially volatile. Accordingly, increases and volatility in interest rates may reduce the amount investors are willing to pay for our common stock.

If our borrowings increase, the risk of default on our repayment obligations and our debt service requirements will also increase.

        The termsAt December 31, 2023, we had $422.6 million of debt outstanding all related to our revolvingmortgage debt and no debt outstanding on our credit facility. Increased leverage, whether pursuant to our credit facility limit our ability to incur indebtedness, including limiting the total indebtedness that we may incur to an amount equal to 70% of the total value (as defined in the credit facility) of our properties. Increased leverageor mortgage debt, could result in increased risk of default on our payment obligations related to borrowings and in an increase in debt service requirements, which could reduce our net income and the amount of cash available to meet expenses and to pay dividends.

IfA breach of our credit facility could occur if a significant number of our tenants default or fail to renew expiring leases, or we take impairment charges against our properties, a breach of our revolving credit facility could occur.properties.

Our revolving credit facility includes covenants that require us to maintain certain financial ratios and comply with other requirements. If our tenants default under their leases with us or fail to renew expiring leases, generally accepted accounting principleswe may require us to recognize impairment charges against our properties, and our financial position could be adversely affected causing us to be in breach of the financial covenants contained in our credit facility.

Failure to meet interest and other payment obligations under our revolving credit facility or a breach by us of the covenants to maintain the financial ratios wouldcould place us in default under our credit facility. In such event, if no amounts were outstanding under the facility, and, ifwe would not be entitled to draw on the banks called a default and requiredfacility which could impede our ability, among other things, to acquire properties or fund working capital requirements. If we defaulted on the facility while amounts were outstanding, the lenders could require us to repay the full amount outstanding, under the credit facility,and we might be required to rapidly dispose of our properties, which could have an adverse impact on the amounts we receive on such disposition.dispositions. If we are unable to dispose of our properties in a timely fashion to the satisfaction of the banks, the banks could foreclose on that portion of our collateral pledged to the banks, which could result in the disposition of our properties at below marketbelow-market values. The disposition of our properties at below our carrying value would adversely affect our net income, reduce our stockholders'stockholders’ equity and adversely affect our ability to pay dividends.

Certain of our net leases and our ground leases require us to pay property related expenses that are not the obligations of our tenants.

        Under the terms of substantially all of our net leases, inIn addition to satisfying their rent obligations, our tenants are generally responsible for the payment of real estate taxes, insurance and ordinary maintenance and repairs. However, under the provisions of certain net and ground leases, we are required to pay some expenses, such as the costs of environmental liabilities, roof and structural repairs, insurance premiums, certain non-structural repairs and maintenance. If our properties incur significant expenses that must be paid by us under the terms of our leases, our business, financial condition and results of operations will be adversely affected and the amount of cash available to meet expenses and pay dividends may be reduced.

UninsuredOur failure to comply with our obligations under our mortgages may reduce our stockholders’ equity, and underinsured losses mayadversely affect the revenues generated by, the value of,our net income and the return from a property affected by a casualty or other claim.ability to pay dividends.

        Most allSeveral of our tenants obtain, for our benefit, comprehensive insurance covering our properties in amountsmortgages include covenants that are intendedrequire us to be sufficientmaintain certain financial ratios, including various coverage ratios, and comply with other requirements. Failure to provide for the replacementmeet interest and other payment obligations under these mortgages or a breach by us of the improvements at each property. However, the amount of insurance coverage maintained for any property may be insufficient (i)covenants to paycomply with certain financial ratios would place us in non-compliance under such mortgages. If a mortgagee called a default and required us to repay the full replacement cost of the improvements at the property following a casualty event or (ii) if coverage is provided pursuant to a blanket policy and the tenant's other properties are subject to insurance claims. In addition, the rent loss coverageamount outstanding under the policy may not extend for the full period


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of time that a tenant may be entitled to a rent abatement as a result of, or that maysuch mortgage, we might be required to complete restoration following, a casualty event In addition, there are certain typesrapidly dispose of losses, such as those arising from earthquakes, floods, hurricanes and terrorist attacks, that may be uninsurable or that may not be economically insurable. Changes in zoning, building codes and ordinances, environmental considerations and other factors also may make it impossible or impracticable for us to use insurance proceeds to replace damaged or destroyed improvements at a property. If restoration is not or cannot be completed to the extent, or within the period of time, specified in certain of our leases, the tenant may have the right to terminate the lease. If any of these or similar events occur, it may reduce our revenues, the value of, or our return from, an affected property.

Our revenues and the value of our portfolio are affected by a number of factors that affect investments in real estate generally.

        We areproperty subject to the general risks of investing in real estate. These include adverse changes in economic conditions and local conditions such as changing demographics, retailing trends and traffic patterns, declines in the rental rates, changes in the supply and price of quality properties and the market supply and demand of competing properties, the impact of environmental laws, security concerns, prepayment penalties applicable under mortgage financings, changes in tax, zoning, building code, fire safety and other laws and regulations, the type of insurance coverage available in the market, and changes in the type, capacity and sophistication of building systems. Approximately 40.2% and 37.1% of our 2018 contractual rental income is from retail and industrial tenants, respectively, and we are vulnerable to economic declines that negatively impact these sectors of the economy, which could have an adverse effectimpact on the amounts we receive on such disposition. If we are unable to satisfy the covenants of a mortgage, the mortgagee could exercise remedies available to it under the

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applicable mortgage and as otherwise provided by law, including the possible appointment of a receiver to manage the property, application of deposits or reserves maintained under the mortgage for payment of the debt, or foreclose and/or cause the forced sale of the property or asset securing such debt. A foreclosure or other forced disposition of our resultsassets could result in the disposition of operations, liquiditysuch assets at below such assets’ carrying values. The disposition of our properties or assets at below their carrying values may adversely affect our net income, reduce our stockholders’ equity and financial condition.adversely affect our ability to pay dividends.

Risks Related to Real Estate Investments

Our revenues and the value of our portfolio are affected by a number of factors that affect investments in leased real estate generally.

We are subject to the general risks of investing in leased real estate. These include the non-performance of lease obligations by tenants, leasehold improvements that will be costly or difficult to remove should it become necessary to re-rent the leased space for other uses, covenants in certain retail leases that limit the types of tenants to which available space can be rented (which may limit demand or reduce the rents realized on re-renting), rights of termination ofto terminate leases due to co-tenancy provisions, events of casualty or condemnation affecting the leased space or the property or due to interruption of the tenant'stenant’s quiet enjoyment of the leased premises, and obligations of a landlord to restore the leased premises or the property following events of casualty or condemnation.condemnation, adverse changes in economic conditions and local conditions (e.g., changing demographics, retailing trends and traffic patterns), declines in rental rates, changes in the supply and price of quality properties and the market supply and demand of competing properties, the impact of environmental laws, security concerns, prepayment penalties applicable under mortgage financings, changes in tax, zoning, building code, fire safety and other laws and regulations, the type of insurance coverage available, and changes in the type, capacity and sophistication of building systems. The occurrence of any of these events could adversely impact our results of operations, liquidity and financial condition.

Real estate investments are relatively illiquid and their values may decline.

Real estate investments are relatively illiquid. Therefore, we will be limited in our ability to reconfigure our real estate portfolio in response to economic changes. We may encounter difficulty in disposing of properties when tenants vacate either at the expiration of the applicable lease or otherwise. If we decide to sell any of our properties, our ability to sell these properties and the prices we receive on their sale may be affected by many factors, including the number of potential buyers, the number of competing properties on the market and other market conditions, as well as whether the property is leased and if it is leased, the terms of the lease. As a result, we may be unable to sell our properties for an extended period of time without incurring a loss, which would adversely affect our results of operations, liquidity and financial condition.


Uninsured and underinsured losses may affect the revenues generated by, the value of, and the return from a property affected by a casualty or other claim.

Most of our tenants obtain, for our benefit, comprehensive insurance covering our properties in amounts that are intended to be sufficient to provide for the replacement of the improvements at each property. However, the amount of insurance coverage maintained for any property may be insufficient (i) to pay the full replacement cost of the improvements at the property following a casualty event or (ii) if coverage is provided pursuant to a blanket policy and the tenant’s other properties are subject to insurance claims. In addition, the rent loss coverage under the policy may not extend for the full period of time that a tenant may be entitled to a rent abatement as a result of, or that may be required to complete restoration following, a casualty event. In addition, there are certain types of losses, such as those arising from earthquakes, floods, hurricanes and terrorist attacks, that may be uninsurable or that may not be economically insurable. Changes in zoning, building codes and ordinances, environmental considerations and other factors also may make it impossible or impracticable for us to use insurance proceeds to replace damaged or destroyed improvements at a property. If restoration is not or cannot be completed to the extent, or within the period of time, specified in certain of our leases, the tenant may have the right to terminate the lease. If any of these or similar events occur, it may reduce our revenues, the value of, or our return from, an affected property.

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We have been, and in the future will continue to be, subject to significant competition and we may not be able to compete successfully for investments.

We have been, and in the future will continue to be, subject to significant competition for attractive investment opportunities, from other real estate investors,and in particular, opportunities for industrial properties which are the primary focus of our and many of which have greater financial resources than us, includingour competitors acquisition efforts. Our competitors include publicly-traded REITs, non-traded REITs, insurance companies, commercial and investment banking firms, private institutional funds, hedge funds, private equity funds and other investors.investors, many of whom have greater financial and other resources than we have. We may not be able to compete successfully for investments. If we pay higher prices for investments, our returns may be lower and the value of our assets may not increase or may decrease significantly below the amount we paid for such assets. If such events occur, we may experience lower returns on our investments.

We cannot assure you of our ability to pay dividends in the future.

        We intend to pay quarterly dividends and to make distributions to our stockholders in amounts such that all or substantially all of our taxable income in each year is distributed. This, along with other factors, will enable us to qualify for the tax benefits accorded to a REIT under the Internal Revenue Code of 1986, as amended, which we refer to as the "Code". We have not established a minimum dividend payment level and our ability to pay dividends may be adversely affected by the risk factors described in this Annual Report on Form 10-K. All distributions will be made at the discretion of our board of directors and will depend on our earnings (including taxable income), our financial condition, maintenance of our REIT status and such other factors as our board of directors may deem relevant from time to time.

If we reduce our dividend, the market value of our common stock may decline.

        The level of our common stock dividend is established by our board of directors from time to time based on a variety of factors, including our cash available for distribution, funds from operations, adjusted funds from operations and maintenance of our REIT status. Various factors could cause our board of directors to decrease our dividend level, including insufficient income to cover our dividends, tenant defaults or bankruptcies resulting in a material reduction in our funds from operations or a material loss resulting from an adverse change in the value of one or more of our properties. If our board of directors determines to reduce our common stock dividend, the market value of our common stock could be adversely affected.

Our current and future investments in joint ventures could be adversely affected by the lack of sole decision making authority, reliance on joint venture partners'partners’ financial condition or insurance coverage, disputes that may arise between our joint venture partners and us and our reliance on one significant joint venture partner.

        A number ofFive properties in which we have an interest are owned through consolidated joint ventures (three properties) and unconsolidated joint ventures.ventures (two properties). We may continue to acquire properties through joint ventures and/or contribute some of our properties to joint ventures. Investments in joint ventures may, under certain circumstances, involve risks not present when a third party is not involved, including the possibility that joint venture partners might file for bankruptcy protection, fail to fund their share of required capital contributions or obtain insurance coverage pursuant to a blanket policy as a result of which claims with respect to other properties covered by such policy and in which we have no interest could reduce or eliminate the coverage available with respect to the joint venture properties. Further, joint venture partners may have conflicting business interests or goals, and as a result there is the potential risk of impasses on decisions, such as a sale and the timing thereof. Any disputes that may arise between joint venture partners and us may result in litigation or arbitration that would increase our expenses and prevent our officers and/or directors from focusing their time and effort on our business. Consequently, actions by or disputes with joint venture partners might result in subjecting properties owned by the joint venture to additional risk. With respect to our (i) consolidated joint ventures, we own, with two


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joint venture partners and their respective affiliates, five properties that account for 5.1%4.3% of 20182024 contractual rental income, (and we own one property, of which our share of the annual base rent in 2018 is $1.4 million, with one of these joint venture partners through an unconsolidated joint venture), and (ii) unconsolidated joint ventures, we own, with one joint venture partner and itstheir affiliates, three properties which account for our $326,000$235,000 share of 20182024 base rent payable. We may be adversely affected if we are unable to maintain a satisfactory working relationship with these joint venture partners or if any of these partners becomes financially distressed.

Regulatory and Tax Risks

Compliance with environmental regulations and associated costs could adversely affect our results of operations and liquidity.

Under various federal, state and local laws, ordinances and regulations, an owner or operator of real property may be required to investigate and clean up hazardous or toxic substances or petroleum product releases at the property and may be held liable to a governmental entity or to third parties for property damage and for investigation and cleanup costs incurred in connection with contamination. The cost of investigation, remediation or removal of hazardous or toxic substances may be substantial, and the presence of such substances, or the failure to properly remediate a property, may adversely affect our ability to sell or rent the property or to borrow money using the property as collateral. In connection with our ownership, operation and management of real properties, we may be considered an owner or operator of the properties and, therefore, potentially liable for removal or remediation costs, as well as certain other related costs, including governmental fines and liability for injuries to persons and property, not only with respect to properties we own now or may acquire, but also with respect to properties we have owned in the past.

We cannot provide any assurance that existing environmental studies with respect to any of our properties reveal all potential environmental liabilities, that any prior owner of a property did not create any material environmental condition not known to us, or that a material environmental condition does not otherwise exist, or may not exist in the future, as to any one or more of our properties. If a material environmental condition does in

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fact exist, or exists in the future, the remediation costs could have a material adverse impact upon our results of operations, liquidity and financial condition.

Compliance with the Americans with Disabilities Act could be costly.

Under the Americans with Disabilities Act of 1990, all public accommodations must meet Federal requirements for access and use by disabled persons. A determination that our properties do not comply with the Americans with Disabilities Act could result in liability for both governmental fines and damages. If we are required to make unanticipated major modifications to any of our properties to comply with the Americans with Disabilities Act, which are determined not to be the responsibility of our tenants, we could incur unanticipated expenses that could have an adverse impact upon our results of operations, liquidity and financial condition.

Our senior management and other key personnelLegislative or regulatory tax changes could have an adverse effect on us.

There are criticala number of issues associated with an investment in a REIT that are related to our business and our future success depends on our abilitythe Federal income tax laws, including, but not limited to, retain them.

        We depend on the services of Matthew J. Gould, chairmanconsequences of our boardfailing to continue to qualify as a REIT. At any time, the Federal income tax laws governing REITs or the administrative interpretations of directors, Fredric H. Gould, vice chairman of our board of directors, Patrick J. Callan, Jr., our presidentthose laws may be amended or modified. Any new laws or interpretations may take effect retroactively and chief executive officer, Lawrence G. Ricketts, Jr., our executive vice president and chief operating officer, David W. Kalish, our senior vice president and chief financial officer and Karen Dunleavy, our vice president—financial, and other members of our senior management to carry out our business and investment strategies. Only three of our senior officers, Messrs. Callan and Ricketts, and Ms. Dunleavy, devote all of their business time to us. The remainder of our senior management provides services tocould adversely affect us on a part-time, as-needed basis. The loss of the services of any of our senior management or other key


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personnel, the inability or failure of the members of senior management providing services to us on a part-time basis to devote sufficient time or attention to our activities or our inabilitystockholders.

Risks Related to recruitOLP’s Organization, Structure and retain qualified personnel in the future, could impair our ability to carry out our business and investment strategies.Ownership of Stock

Our transactions with affiliated entities involve conflicts of interest.

From time to time we have entered into transactions with persons and entities affiliated with us and with certain of our officers and directors. Such transactions involve a potential conflict of interest and entail a risk that we could have obtained more favorable terms if we had entered into such transaction with an unaffiliated third party. Our policy for transactions with affiliates isWe are a party to have these transactions approved by our audit committee. We entered into a compensation and services agreement with Majestic Property effective as of January 1, 2007.2007, as amended. Majestic Property is wholly-ownedwholly owned by the vice chairman of our board of directors and it provides compensation to certain of our part-time senior executive officers and other individuals performing services on our behalf. Pursuant to the compensation and services agreement, we pay an annual fee to Majestic Property which provides us with the services of all affiliated executive, administrative, legal, accounting and clerical personnel that we use on a part time basis, as well as property management services, property acquisition, sales and leasing and mortgage brokerage services.Services. See “Item 1. BusinessHuman Capital Resources”. In 2017, pursuant to the compensation and services agreement,2023 we paid, and in 2024 we anticipate paying, Majestic Property, (i) a fee of $2.7$3.3 million and an additional $216,000$3.3 million, respectively, and (ii) $317,000 and $336,000, respectively, for our share of all direct office expenses, including rent, telephone, postage, computer services, supplies, and internet usage. We also obtain our property insurance in conjunction with Gould Investors, L.P., our affiliate, and in 2017,2023, reimbursed Gould Investors $790,000$1.1 million for our share of the insurance premiums paid by Gould Investors. At December 31, 2023, Gould Investors beneficially owns approximately 9.5%10.4% of our outstanding common stock and certain of our senior executive officers are also executive officers of the managing general partner of Gould Investors. See Note 12 of our consolidated financial statements for information regarding equity awards to individuals

Our senior management and other key personnel, including those performing services on a part-time basis, are critical to our behalf pursuant to the compensationbusiness and services agreement.

The failure of any bank in which we deposit our funds could have an adverse impactfuture success depends on our ability to retain them.

We depend on the services of Matthew J. Gould, chairman of our board of directors, Fredric H. Gould, vice chairman of our board of directors, Patrick J. Callan, Jr., our president and chief executive officer, Lawrence G. Ricketts, Jr., our executive vice president and chief operating officer, Isaac Kalish, our chief financial condition.

        We have diversifiedofficer and senior vice president and David W. Kalish, our cashsenior vice president- financial, and cash equivalents between several banking institutions in an attemptother members of senior management to minimize exposurecarry out our business and investment strategies. Of the foregoing executive officers, only Messrs. Callan and Ricketts, devote all of their business time to any oneus. Other members of these entities. However, the Federal Deposit Insurance Corporation only insures accounts in amounts upsenior management provide services to $250,000 per depositor per insured bank. We currently have cash and cash equivalents deposited in certain financial institutions significantly in excess of federally insured levels. If any of the banking institutions in which we have deposited funds ultimately fails, we may lose our deposits over $250,000.us either on a full-time or part-time, as-needed basis. The loss of the services of any of our deposits may have an adverse effectsenior management or other key personnel, the inability or failure of the members of senior management providing services to us on a part-time basis to devote sufficient time or attention to our financial condition.

Breaches of information technology systemsactivities or our inability to recruit and retain qualified personnel in the future, could materially harmimpair our ability to carry out our business and reputation.investment strategies.

        We collect and retain on information technology systems, certain financial, personal and other sensitive information provided by third parties, including tenants, vendors and employees. We also rely on information technology systems for the collection and distribution of funds. There can be no assurance that we will be able to prevent unauthorized access to sensitive information or the unauthorized distribution of funds. Any loss of this information or unauthorized distribution of funds as a result of a breach of information technology systems may result in loss of funds to which we are entitled, legal liability and costs (including damages and penalties), as well as damage to our reputation, that could materially and adversely affect our business.18


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Certain provisions of our charter, our Bylaws, as amended, and Maryland law may inhibit a change in control that stockholders consider favorable and could also limit the market price of our common stock.

We are dependent onCertain provisions of our charter (the “Charter”), our Bylaws and Maryland law may impede, or prevent, a third party software forfrom acquiring control of us without the approval of our billing and financial reporting processes.board of directors. These provisions:

provide for a staggered board of directors consisting of three classes, with one class of directors being elected each year and each class being elected for three-year terms and until their successors are duly elected and qualify;
impose restrictions on ownership and transfer of our stock (such provisions being intended to, among other purposes, facilitate our compliance with certain requirements under the Code, relating to our qualification as a REIT under the Code); and
provide that directors may be removed only for cause and only by the vote of at least a majority of all outstanding shares entitled to vote.

        We are dependent onCertain provisions of the Maryland General Corporation Law (the “MGCL”) may impede a third party software, and in particular Yardi's property management software, for generating tenant invoices and financial reports. If the software fails (includingfrom making a failure resulting from such parties unwillingnessproposal to acquire us or inability to maintain or upgrade the functionalityinhibit a change of the software), our ability to bill tenants and prepare financial reportscontrol under circumstances that otherwise could be impaired which would adversely affect our business.

Risks Related to the REIT Industry

Legislative, regulatory or administrative changes could adversely affect us or our stockholders.

        The tax laws or regulations governing REITs or the administrative interpretations thereof may be amended at any time. We cannot predict if or when any new or amended law, regulation or administrative interpretation will be adopted, promulgated or become effective, and any such change may apply retroactively. We and our stockholders may be adversely affected by any new or amended law, regulation or administrative interpretation.

        On December 22, 2017, the Tax Cuts and Jobs Act, which we refer to as the "Tax Act", was enacted. The Tax Act enacted significant changes to the U.S. federal income tax rules for taxation of individuals and corporations, generally effective for taxable years beginning after December 31, 2017. Most of the changes applicable to individuals are temporary and apply only to taxable years beginning after December 31, 2017 and before January 1, 2026. The Tax Act makes numerous large and small changes to the tax rules that do not affect REITs directly but may affect our stockholders and may indirectly affect us.

        While the changes in the Tax Act generally appear to be favorable with respect to REITs, the extensive changes to non-REIT provisions in the Code may have unanticipated effects on us orbest interest of holders of shares of our stockholders. Investors are urged to consult with their tax advisors with respect to the status of the Tax Act and any other regulatory or administrative developments and proposals and their potential effect on investment in our capital stock.common stock, including:

“control share” provisions that provide that, subject to certain exceptions, holders of “control shares” of our company (defined as voting shares which, when aggregated with other shares controlled by the stockholder, entitle the holder to exercise voting power in the election of directors within one of three increasing ranges) acquired in a “control share acquisition” (defined as the direct or indirect acquisition of ownership or control of issued and outstanding “control shares,” subject to certain exceptions) have no voting rights with respect to the control shares except to the extent approved by our stockholders by the affirmative vote of at least two-thirds of all the votes entitled to be cast on the matter, excluding all interested shares; and
additionally, Title 3, Subtitle 8 of the MGCL permits our board of directors, without stockholder approval and regardless of what is currently provided in the Charter or the Bylaws, to implement certain corporate governance provisions.

Failure to qualify as a REIT could result in material adverse tax consequences and could significantly reduce cash available for distributions.

We operate so as to qualify as a REIT under the Code. Qualification as a REIT involves the application of technical and complex legal provisions for which there are limited judicial and administrative interpretations. The determination of various factual matters and circumstances not entirely within our control may affect our ability to qualify as a REIT. In addition, no assurance can be given that legislation, new regulations, administrative interpretations or court decisions will not significantly change the tax laws with respect to qualification as a REIT or the federal income tax consequences of such qualification. If we fail to quality as a REIT, we will be subject to federal, certain additional state and local income tax (including any applicable alternative minimum tax) on our taxable income at regular corporate rates and would not be allowed a deduction in computing our taxable income for amounts distributed to stockholders. In addition, unless entitled to relief under certain statutory provisions, we would be disqualified from treatment as a REIT for the four taxable years following the year during which qualification is lost. The additional tax would reduce significantly our net income and the cash available to pay dividends.

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We are subject to certain distribution requirements that may result in our having to borrow funds at unfavorable rates.

To obtain the favorable tax treatment associated with being a REIT, we generally are required, among other things, to distribute to our stockholders at least 90% of our ordinary taxable income


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(subject (subject to certain adjustments) each year. To the extent that we satisfy these distribution requirements but distribute less than 100% of our taxable income we will be subject to Federal and state corporate tax on our undistributed taxable income.

As a result of differences in timing between the receipt of income and the payment of expenses, and the inclusion of such income and the deduction of such expenses in arriving at taxable income, and the effect of nondeductible capital expenditures the creation of reserves and the timing of required debt service (including amortization) payments, we may need to borrow funds in order to make the distributions necessary to retain the tax benefits associated with qualifying as a REIT, even if we believe that then prevailing market conditions are not generally favorable for such borrowings. Such borrowings could reduce our net income and the cash available to pay dividends.

Compliance with REIT requirements may hinder our ability to maximize profits.

In order to qualify as a REIT for Federal income tax purposes, we must continually satisfy tests concerning, among other things, our sources of income, the amounts we distribute to our stockholders and the ownership of our stock. We may also be required to make distributions to stockholders at disadvantageous times or when we do not have funds readily available for distribution. Accordingly, compliance with REIT requirements may hinderhinders our ability to operate solely on the basis of maximizing profits.

In order to qualify as a REIT, we must also ensure that at the end of each calendar quarter, at least 75% of the value of our assets consists of cash, cash items, government securities and real estate assets. Any investment in securities cannot include more than 10% of the outstanding voting securities of any one issuer or more than 10% of the total value of the outstanding securities of any one issuer. In addition, no more than 5% of the value of our assets can consist of the securities of any one issuer, other than a qualified REIT security. If we fail to comply with these requirements, we must dispose of such portion of these securities in excess of these percentages within 30 days after the end of the calendar quarter in order to avoid losing our REIT status and suffering adverse tax consequences. This requirement could cause us to dispose of assets for consideration that is less than their true value and could lead to an adverse impact on our results of operations and financial condition.

If we reduce or do not increase our dividend, the market value of our common stock may decline.

The level of our dividend is established by our board of directors from time to time based on a variety of factors, including our cash available for distribution, funds from operations, adjusted funds from operations and maintenance of our REIT status. Various factors could cause our board of directors to decrease or not increase our dividend, including tenant defaults or bankruptcies resulting in a material reduction in our funds from operations, a material loss resulting from an adverse change in the value of one or more of our properties, or insufficient income to cover our dividends. It is possible that a portion of the dividends we would pay in 2023 would constitute a return of capital and in such event we would not be required to pay such sum to maintain our REIT status. If our board of directors determines to reduce or not increase our dividend for the foregoing or any other reason, the market value of our common stock could be adversely affected.

The stock market is volatile, and fluctuations in our operating results, removal from various indices and other factors could cause our stock price to decline.

The stock market has experienced, and may continue to experience, fluctuations that significantly impact the market prices of securities issued by many companies. Market fluctuations could adversely affect our stock price. These fluctuations have often been unrelated or disproportionate to the operating performance of particular companies. These broad market fluctuations, as well as general economic, systemic, political and market conditions, such as pandemics, recessions, loss of investor confidence, interest rate changes, government shutdowns, or trade wars, may negatively affect the market price of our common stock. Moreover, our operating results may fluctuate and vary from period to period due to the risk factors set forth herein.

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Although our common stock is quoted on the New York Stock Exchange, the volume of trades on any given day has been limited historically, as a result of which stockholders might not have been able to sell or purchase our common stock at the volume, price or time desired. Further, if our common stock is removed from the Russell 3000® Index because it does not meet the criteria for continued inclusion in such index, index funds, institutional investors, or other holders attempting to track the composition of that index may be required to sell our common stock, which would adversely impact the price and frequency at which it trades.

General Business Risks

Enhanced market and economic volatility due to adverse economic and geopolitical conditions, health crises or dislocations in the credit markets, could have a material adverse effect on our results of operations, financial condition and ability to pay dividends.

Our business may be adversely affected by market and economic volatility experienced by the U.S. and global economies, the real estate industry as a whole and/or the local economies in the markets in which our properties are located. Such adverse conditions may be due to, among other issues, rising inflation and interest rates, volatility in the public equity and debt markets, labor market challenges and international economic and other conditions, including pandemics, geopolitical instability (such as the war in Ukraine), sanctions and other conditions beyond our control. These current conditions, or similar conditions existing in the future, may adversely affect our results of operations, financial condition and ability to pay dividends as a result of one or more of the following, among other potential consequences:

the financial condition of our tenants may be adversely affected, which may result in lower rents or tenant defaults;

current or potential tenants may delay or postpone entering into long-term net leases with us;

the ability to borrow on acceptable terms and conditions may be limited or unavailable, which could reduce our ability to pursue acquisitions, dispositions and refinance existing debt, reduce our returns from acquisition and disposition activities, increase our future interest expense and reduce our ability to make cash distributions to our stockholders;
our ability to access the capital markets may be restricted at a time when we would like, or need, to access those markets, which could have an impact on our flexibility to react to changing economic and business conditions;

the recognition of impairment charges on or reduced values of our properties, which may adversely affect our results of operations or limit our ability to dispose of assets at attractive prices and may reduce the availability of financing;

reduced values of our properties may limit our ability to dispose of assets at attractive prices or to obtain debt financing secured by our properties;

our line of credit lenders could refuse to fund their financing commitment to us or could fail and we may not be able to replace the financing commitment of any such lenders on favorable terms, or at all; and
one or more counterparties to our derivative financial instruments could default on their obligations to us, or could fail, increasing the risk that we may not realize the benefits of these instruments.

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Breaches of information technology systems could materially harm our business and reputation.

We collect and retain on information technology systems, certain financial, personal and other sensitive information provided by third parties, including tenants, vendors, employees and joint venture partners. We also rely on information technology systems for the collection and distribution of funds. We have been, and continue to be, subject to cybersecurity attacks although we have not incurred any significant loss therefrom. There can be no assurance that we will be able to prevent unauthorized access to sensitive information or the unauthorized distribution of funds. Any loss of this information or unauthorized distribution of funds as a result of a cybersecurity attack may result in loss of funds to which we are entitled, legal liability and costs (including damages and penalties), as well as damage to our reputation, that could materially and adversely affect our business.

Actual or threatened epidemics, pandemics, outbreaks, or other public health crises may adversely affect our tenants’ financial condition and the profitability of our properties.

Our business and the businesses of our tenants could be materially and adversely affected by the risks, or the public perception of the risks, related to an epidemic, pandemic, outbreak, or other public health crisis, such as the COVID-19 pandemic. The risk, or public perception of the risk, of a pandemic or media coverage of infectious diseases could cause customers to avoid retail properties, and with respect to our properties generally, could cause temporary or long-term disruptions in our tenants’ supply chains and/or delays in the delivery of our tenants’ inventory. Moreover, an epidemic, pandemic, outbreak or other public health crisis, such as COVID-19, could cause the on-site employees of our tenants to avoid our tenants’ properties, which could adversely affect our tenants’ ability to adequately manage their businesses. Risks related to an epidemic, pandemic or other health crisis, such as COVID-19, could also lead to the complete or partial closure of one or more of our tenants’ stores or facilities. Such events could adversely impact our tenants’ sales and/or cause the temporary closure of our tenants’ businesses, which could severely disrupt their operations and the rental revenue we generate from our leases with them. The ultimate extent of the impact of any epidemic, pandemic or other health crisis on our business, financial condition and results of operations will depend on future developments, which are highly uncertain and cannot be predicted, including new information that may emerge concerning the severity of such epidemic, pandemic or other health crisis and actions taken to contain or prevent their further spread, among others. These and other potential impacts of an epidemic, pandemic or other health crisis, such as COVID-19, could therefore materially and adversely affect our business, financial condition and results of operations.

The failure of any bank in which we deposit our funds could have an adverse impact on our financial condition.

We have diversified our cash and cash equivalents between several banking institutions in an attempt to minimize exposure to any one of these entities. However, the Federal Deposit Insurance Corporation only insures accounts in amounts up to $250,000 per depositor per insured bank. We currently have cash and cash equivalents deposited in certain financial institutions significantly in excess of federally insured levels. If any of the banking institutions in which we have deposited funds ultimately fails, we may lose our deposits over $250,000. The loss of our deposits may have an adverse effect on our financial condition.

We are dependent on third party software for our financial reporting processes and systems.

We are dependent on third party software, and in particular, Yardi’s property management software, for generating tenant invoices, collecting receivables, paying payables and preparing financial reports. If the software does not perform as required (including non-performance resulting from the software vendors’ unwillingness or inability to maintain or upgrade the functionality of the software), our ability to conduct operations would be adversely affected.

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Item 1B. Unresolved Staff Comments.

None.

Item 1C. Cybersecurity.

Our information technology, communication networks, enterprise applications, accounting and financial reporting platforms and related systems are integral to our operations. We use these systems, among others, for internal communications, for accounting and record-keeping functions, and for many other key aspects of our business. Our operations rely on securing, collecting, storing, transmitting, and processing of proprietary and confidential data.

We have deployed various safeguards designed to protect our information technology (“IT”) systems from cybersecurity threats, including firewalls, intrusion prevention and detection systems, anti-malware functionality and access controls. At the management level, these cybersecurity defense systems are overseen by our network administrator who performs services for us on a part-time basis pursuant to the Compensation and Services Agreement. Our network administrator has more than 20 years of experience with IT systems and holds various IT certifications. Our network administrator reports to, and is in regular contact with, our Chief Financial Officer and Senior Vice President-Financial. These officers do not have formal IT or cybersecurity training. In the event of a cybersecurity incident, among other things, the network administrator and these officers would consult with one another and, as needed or appropriate, other members of management to determine the appropriate course of action (including whether such incident should be reported to other members of management and/or the audit committee and whether public disclosure should, or is, required to be made).

Our internal auditor performs certain procedures to test the integrity and functionality of our IT systems (which includes a high-level review of our cybersecurity defenses). In addition, we have retained a third-party cybersecurity consulting firm that (i) advises us as to cybersecurity matters (including prevailing cybersecurity threats), (ii) performs, on a periodic basis, assessments of our cybersecurity defenses and (iii) on a continuous basis, monitors our IT systems for cybersecurity threats and intrusions.

We are not aware of any risks from cybersecurity threats that have materially affected or are reasonably likely to materially affect us. See “Item 1A. Risk Factors” in this Annual Report for additional discussion about cybersecurity-related risks.

To operate our business, we use certain third-party service providers to perform a variety of functions. We seek to engage reliable, reputable service providers that maintain cybersecurity programs and we generally rely on such providers to maintain appropriate cybersecurity practices.

At the Board level, our cybersecurity practices are overseen by the audit committee as part of its oversight of our risk management activities. The committee meets periodically with, among others, our internal auditor and network administrator to review and discuss cybersecurity matters.

Item 2. Properties.

As of December 31, 2017,2023, we own 113108 properties with an aggregate net book value of $660.0$682.0 million. Our occupancy rate, based on square footage, was 99.6%98.8%, 99.8%, and 97.3%99.2% as of December 31, 20172023, 2022 and 2016,2021, respectively.

        We also participateAt December 31, 2023, we participated in joint ventures that own fiveowned two properties and at December 31, 2017,such date, our investment in these unconsolidated joint ventures is $10.7$2.1 million. The occupancy rate of our joint venture properties, based on square footage, was 97.6%100%, 58.7%, and 97.9%59.1% as of December 31, 20172023, 2022 and 2016,2021, respectively.


Our principal executive office is located at 60 Cutter Mill Road, Suite 303, Great Neck, New York. We believe that our facilities are satisfactory for our current and projected needs.

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Our Properties

The following table details, as of December 31, 2017,2023, certain information about our properties:properties (except as otherwise indicated, each property is tenanted by a single tenant):

Percentage of

Approximate

2024 Contractual

2024 Contractual

Square Footage

Rental Income

Location

Type of Property

Rental Income

of Building

    

per Square Foot

Fort Mill, SC

Industrial

 

4.3

701,595

$

4.40

Hauppauge, NY

Industrial

 

4.1

201,614

14.61

Baltimore, MD

Industrial

 

3.5

367,000

6.87

Royersford, PA (1)

Retail

 

3.4

194,600

12.52

El Paso, TX

Industrial

 

3.3

419,821

5.55

Lebanon, TN

Industrial

 

3.0

540,200

3.91

Fort Mill, SC

Industrial

 

2.9

303,188

6.75

Littleton, CO (2)

Retail

 

2.3

101,618

19.12

Secaucus, NJ

Health & Fitness

 

2.1

44,863

33.43

Pittston, PA

Industrial

 

2.0

249,600

5.81

El Paso, TX (3)

Retail

 

2.0

110,179

13.28

McCalla, AL

Industrial

 

1.9

294,000

4.71

Brooklyn, NY

Office

 

1.9

66,000

20.39

Delport, MO (4)

Industrial

 

1.8

339,094

3.68

Lowell, AR

Industrial

 

1.7

248,370

4.95

Moorestown, NJ

Industrial

 

1.7

219,881

5.57

Ankeny, IA (4)

Industrial

 

1.7

208,234

5.76

Joppa, MD

Industrial

 

1.7

258,710

4.60

Englewood, CO

Industrial

 

1.5

63,882

16.47

Tucker, GA

Health & Fitness

 

1.4

58,800

17.45

Pennsburg, PA (4)

Industrial

 

1.4

291,203

3.36

St. Louis Park, MN (4)

Retail

 

1.3

131,710

7.14

Dalton, GA

Industrial

 

1.3

212,740

4.33

Indianapolis, IN

Industrial

 

1.2

125,622

6.92

Greenville, SC (5)

Industrial

 

1.2

142,200

5.83

Bakersfield, CA

Industrial

 

1.1

218,116

3.71

Blythewood, SC (4)

Industrial

 

1.1

177,040

4.55

Ronkonkoma, NY (4)

Industrial

 

1.0

90,599

8.15

Greenville, SC (5)

Industrial

 

1.0

128,000

5.70

Green Park, MO

Industrial

 

1.0

119,680

6.02

Greensboro, NC

Theater

 

1.0

61,213

11.41

Huntersville, NC

Industrial

 

1.0

78,319

8.69

Ashland, VA

Industrial

 

0.9

88,003

7.58

Lake Charles, LA (5)

Retail—Office Supply

 

0.9

54,229

12.07

New Hope, MN (5)

Industrial

 

0.9

123,892

5.28

Memphis, TN

Industrial

 

0.9

224,749

2.88

Lehigh Acres, FL (4)

Industrial

 

0.9

103,044

6.28

Champaign, IL (4)

Retail

 

0.9

50,940

25.50

Chandler, AZ

Industrial

 

0.9

62,121

10.23

Northwood, OH (4)

Industrial

 

0.9

123,500

5.14

Moorestown, NJ

Industrial

 

0.9

64,000

9.55

Louisville, KY

Industrial

 

0.9

125,370

4.87

Chicago, IL

Retail—Office Supply

 

0.8

23,939

24.37

Melville, NY

Industrial

 

0.8

51,351

11.33

Omaha, NE

Industrial

 

0.8

101,584

5.54

Wichita, KS

Retail—Furniture

 

0.8

88,108

6.35

Northwood, OH (6)

Industrial

 

0.8

126,990

4.37

Shakopee, MN

Industrial

 

0.8

114,000

4.86

Monroe, NC

Industrial

 

0.8

93,170

5.87

Greenville, SC

Industrial

 

0.8

88,800

6.05

Saco, ME

Industrial

 

0.7

131,400

3.92

Cedar Park, TX

Retail—Furniture

 

0.7

50,810

10.00

New Hyde Park, NY

Industrial

 

0.7

38,000

13.12

Cary, NC

Retail—Office Supply

 

0.7

33,490

14.62

Tyler, TX

Retail—Furniture

 

0.7

72,000

6.75

Lexington, KY

Industrial

 

0.7

74,150

6.46

Indianapolis, IN

Theater

 

0.7

57,688

8.28

24

Location
 Type of Property Percentage
of 2018
Contractual
Rental Income
 Approximate
Square Footage
of Building
 2018
Contractual
Rental Income
per Square Foot
 

Fort Mill, SC

 Industrial  4.2  701,595 $4.02 

Baltimore, MD

 Industrial  3.5  367,000  6.39 

Royersford, PA(1)

 Retail  3.2  194,600  11.48 

Round Rock, TX

 Assisted Living Facility  3.0  87,560  23.27 

Lebanon, TN

 Industrial  3.0  540,200  3.73 

Hauppauge, NY

 Industrial  2.6  149,870  11.87 

El Paso, TX

 Industrial  2.6  419,821  4.21 

Beachwood, OH(2)

 Apartments  2.4  349,999  4.68 

Greensboro, NC

 Theater  2.3  61,213  25.92 

W. Hartford, CT

 Retail—Supermarket  2.3  47,174  32.97 

Littleton, CO(3)

 Retail  2.1  101,596  14.45 

St. Louis, MO(4)

 Industrial  2.1  339,094  4.17 

Secaucus, NJ

 Health & Fitness  2.0  44,863  30.40 

El Paso, TX(5)

 Retail  1.9  110,179  12.22 

McCalla, AL

 Industrial  1.8  294,000  4.18 

Lincoln, NE

 Retail  1.8  112,260  10.75 

Brooklyn, NY

 Office  1.8  66,000  18.15 

Wheaton, IL(2)

 Apartments  1.7  300,104  3.88 

Knoxville, TN

 Retail  1.7  35,330  32.84 

St. Louis Park, MN(4)

 Retail  1.7  131,710  8.50 

Fort Mill, SC

 Industrial  1.7  303,188  3.69 

Joppa, MD

 Industrial  1.6  258,710  4.08 

Ankeny, IA(4)

 Industrial  1.5  208,234  4.96 

Tucker, GA

 Health & Fitness  1.4  58,800  16.67 

Pittston, PA

 Industrial  1.4  249,600  3.73 

Lakemoor, IL(2)

 Apartments  1.2  480,684  1.70 

Saco, ME

 Industrial  1.2  131,400  6.12 

Cedar Park, TX

 Retail—Furniture  1.1  50,810  14.71 

Hamilton, OH

 Health & Fitness  1.1  38,000  19.38 

Columbus, OH

 Retail—Furniture  1.1  96,924  7.40 

Indianapolis, IN

 Theater  1.0  57,688  12.25 

Indianapolis, IN

 Industrial  1.0  125,622  5.43 

Lake Charles, LA(6)

 Retail  1.0  54,229  12.23 

Greenville, SC(7)

 Industrial  0.9  142,200  4.39 

Ft. Myers, FL

 Retail  0.9  29,993  20.17 

Ronkonkoma, NY(4)

 Industrial  0.9  90,599  6.61 

Huntersville, NC

 Industrial  0.9  78,319  7.50 

Kennesaw, GA

 Retail  0.8  32,138  17.90 

Memphis, TN

 Industrial  0.8  224,749  2.56 

Wichita, KS

 Retail—Furniture  0.8  88,108  6.35 

Greenville, SC(7)

 Industrial  0.8  128,000  4.35 

Champaign, IL(4)

 Retail  0.8  50,530  10.78 

Chicago, IL

 Retail—Office Supply  0.8  23,939  22.16 

New Hope, MN

 Industrial  0.8  122,461  4.33 

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Percentage of

Approximate

2024 Contractual

2024 Contractual

Square Footage

Rental Income

Location

Type of Property

 

Rental Income

of Building

per Square Foot

Rincon, GA

Industrial

 

0.7

95,000

$

4.95

Fort Myers, FL

Industrial

 

0.7

52,710

8.86

Durham, NC

Industrial

 

0.6

46,181

10.00

Plymouth, MN

Industrial

 

0.6

82,565

5.47

Highland Ranch, CO (4)

Retail

 

0.6

42,920

10.39

Deptford, NJ

Retail

 

0.6

25,358

16.90

Eugene, OR

Retail—Office Supply

 

0.6

24,978

16.37

Newport, VA

Retail—Furniture

 

0.6

49,865

8.19

Amarillo, TX

Retail—Furniture

 

0.6

72,027

5.64

Newark, DE

Other

 

0.6

23,547

17.00

Hillside, IL (4)

Industrial

 

0.6

60,832

6.55

Bensalem, PA (5)

Industrial

 

0.6

85,663

4.61

El Paso, TX

Retail—Office Supply

 

0.5

25,000

15.20

Lexington, KY

Retail—Furniture

 

0.5

30,173

12.48

Richmond, VA

Retail—Furniture

 

0.5

38,788

9.12

Woodbury, MN

Retail

 

0.5

49,406

7.04

LaGrange, GA

Industrial

 

0.5

80,000

4.31

Greensboro, NC

Retail

 

0.4

12,950

24.00

Somerville, MA

Retail

 

0.4

12,054

25.72

Gurnee, IL

Retail—Furniture

 

0.4

22,768

13.43

Selden, NY

Retail

 

0.4

14,555

21.00

Naples, FL

Retail—Furniture

 

0.4

15,912

19.01

Bluffton, SC

Retail—Furniture

 

0.4

35,011

7.92

Crystal Lake, IL

Retail

 

0.4

32,446

8.25

Pinellas Park, FL

Industrial

 

0.4

53,064

5.03

Hyannis, MA

Retail

 

0.3

9,750

24.85

Myrtle Beach, SC

Restaurant

 

0.3

6,734

34.85

Chandler, AZ

Industrial

 

0.3

25,035

9.30

Kennesaw, GA

Restaurant

 

0.3

4,051

54.34

Concord, NC

Restaurant

 

0.3

4,749

46.24

Miamisburg, OH

Industrial

 

0.3

35,707

6.03

Everett, MA

Retail

 

0.3

18,572

11.43

Cape Girardeau, MO

Retail

 

0.3

13,502

14.71

Marston, MA

Retail

 

0.3

8,775

22.00

West Palm Beach, FL

Industrial

 

0.2

10,634

14.74

Monroeville, PA

Retail

 

0.2

6,051

25.74

Batavia, NY

Retail

 

0.2

23,483

6.05

Nashville, TN (7)

Industrial

 

0.2

99,500

5.17

Lawrence, KS

Retail

 

0.2

8,600

14.04

Cuyahoga Falls, OH

Retail

 

0.2

6,796

17.21

South Euclid, OH

Retail

 

0.2

11,672

9.94

Hamilton, OH

Health & Fitness

 

0.2

38,000

3.16

Hilliard, OH

Retail

 

0.1

6,751

15.55

Port Clinton, OH

Retail

 

0.1

6,749

15.19

Seattle, WA

Retail

 

0.1

3,053

27.50

Rosenberg, TX

Retail

 

0.1

8,000

10.20

Louisville, KY

Industrial

 

0.1

9,642

6.67

Wauconda, IL (8)

Industrial

 

53,750

0.49

Bolingbrook, IL (8)

Retail

 

33,111

0.51

Kennesaw, GA (9)

Retail

 

32,138

Beachwood, OH (10)

Land

 

349,999

100.0

10,851,596

25

Location
 Type of Property Percentage
of 2018
Contractual
Rental Income
 Approximate
Square Footage
of Building
 2018
Contractual
Rental Income
per Square Foot
 

Clemmons, NC

 Retail  0.8  96,725  5.40 

Melville, NY

 Industrial  0.8  51,351  10.06 

Tyler, TX

 Retail—Furniture  0.7  72,000  6.75 

Athens, GA(8)

 Retail  0.7  41,280  11.63 

Fayetteville, GA

 Retail—Furniture  0.7  65,951  6.97 

Louisville, KY

 Industrial  0.7  125,370  3.60 

Onalaska, WI

 Retail  0.7  63,919  7.00 

Cary, NC

 Retail—Office Supply  0.7  33,490  13.29 

Highlands Ranch, CO

 Retail  0.6  43,480  10.12 

New Hyde Park, NY

 Industrial  0.6  38,000  10.99 

Houston, TX

 Retail  0.6  25,005  16.70 

Richmond, VA

 Retail—Furniture  0.6  38,788  10.53 

Amarillo, TX

 Retail—Furniture  0.6  72,027  5.64 

Deptford, NJ

 Retail  0.6  25,358  15.90 

Virginia Beach, VA

 Retail—Furniture  0.6  58,937  6.82 

Lexington, KY

 Retail—Furniture  0.6  30,173  12.48 

Eugene, OR

 Retail—Office Supply  0.5  24,978  14.88 

Duluth, GA

 Retail—Furniture  0.5  50,260  7.29 

Newark, DE

 Retail  0.5  23,547  15.40 

Newport News, VA

 Retail—Furniture  0.5  49,865  7.09 

Woodbury, MN

 Retail  0.5  49,406  7.00 

El Paso, TX

 Retail—Office Supply  0.5  25,000  13.81 

Columbus, OH

 Industrial  0.5  105,191  3.25 

Houston, TX

 Retail  0.5  20,087  16.00 

Durham, NC

 Industrial  0.5  46,181  6.95 

Greensboro, NC

 Retail  0.4  12,950  23.00 

Hyannis, MA

 Retail  0.4  9,750  30.07 

Selden, NY

 Retail  0.4  14,555  20.00 

Gurnee, IL

 Retail—Furniture  0.4  22,768  12.21 

Bluffton, SC

 Retail—Furniture  0.4  35,011  7.92 

Naples, FL

 Retail—Furniture  0.4  15,912  17.00 

Pinellas Park, FL

 Industrial  0.4  53,064  5.03 

Carrollton, GA

 Restaurant  0.4  6,012  43.87 

Batavia, NY

 Retail—Office Supply  0.4  23,483  11.09 

Philadelphia, PA

 Retail—Supermarket  0.4  57,653  4.51 

Hauppauge, NY

 Restaurant  0.4  7,000  36.65 

Cartersville, GA

 Restaurant  0.4  5,635  44.16 

Richmond, VA

 Restaurant  0.3  9,367  25.07 

Greensboro, NC

 Restaurant  0.3  6,655  35.13 

W. Hartford, CT(9)

 Retail  0.3     

Myrtle Beach, SC

 Restaurant  0.3  6,734  31.83 

Somerville, MA

 Retail  0.3  12,054  17.42 

Kennesaw, GA

 Restaurant  0.3  4,051  50.43 

Bolingbrook, IL

 Retail  0.3  33,111  6.10 

Concord, NC

 Restaurant  0.3  4,749  42.23 

Cape Girardeau, MO

 Retail  0.3  13,502  14.71 

Lawrenceville, GA

 Restaurant  0.3  4,025  48.64 

Everett, MA

 Retail  0.3  18,572  10.39 

Table of Contents

(1)This property, a community shopping center, is leased to 12 tenants. Contractual rental income per square foot excludes 1,650 square feet of vacant space.
(2)This property, a community shopping center, is leased to 20 tenants. Contractual rental income per square foot excludes 14,670 square feet of vacant space.
(3)This property has four tenants. Contractual rental income per square foot excludes 2,395 square feet of vacant space.
(4)This property has two tenants.
(5)This property has three tenants.
(6)This property has five tenants.
(7)Contractual rental income per square foot excludes 74,500 square feet of vacant space.
(8)The tenant’s lease expired January 31, 2024 and we are pursuing the re-lease and/or sale of such property.
(9)This property is vacant and was formerly leased to Bed Bath and Beyond which filed for bankruptcy protection and rejected our lease in April 2023.
(10)This property is ground leased to a multi-unit apartment complex owner/operator. 2024 contractual rental income excludes $1.3 million of variable rent as there is uncertainty as to whether and when the tenant will resume paying rent. See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Challenges and Uncertainties Facing The Vue – Beachwood, Ohio” and Note 6 of our consolidated financial statements.
Location
 Type of Property Percentage
of 2018
Contractual
Rental Income
 Approximate
Square Footage
of Building
 2018
Contractual
Rental Income
per Square Foot
 

Marston Mills, MA

 Retail  0.3  8,775  20.75 

Miamisburg, OH

 Industrial  0.2  35,707  4.57 

Monroeville, PA

 Retail  0.2  6,051  25.30 

Reading, PA

 Restaurant  0.2  2,754  52.00 

Reading, PA

 Restaurant  0.2  2,551  54.79 

West Palm Beach, FL

 Industrial  0.2  10,361  13.17 

Gettysburg, PA

 Restaurant  0.2  2,944  43.42 

Hanover, PA

 Restaurant  0.2  2,702  46.74 

Houston, TX

 Retail  0.2  12,000  10.50 

Palmyra, PA

 Restaurant  0.2  2,798  44.43 

Trexlertown, PA

 Restaurant  0.2  3,004  40.55 

Cuyahoga Falls, OH

 Retail  0.2  6,796  17.21 

South Euclid, OH

 Retail  0.2  11,672  9.94 

Hilliard, OH

 Retail  0.2  6,751  15.55 

Lawrence, KS

 Retail  0.2  8,600  12.21 

Port Clinton, OH

 Retail  0.1  6,749  15.19 

Indianapolis, IN

 Restaurant  0.1  12,820  6.43 

Rosenberg, TX

 Retail  0.1  8,000  8.79 

Seattle, WA

 Retail  0.1  3,053  16.00 

Louisville, KY

 Industrial  0.1  9,642  4.02 

Crystal Lake, IL(10)

 Vacant    32,446   

    100.0  9,428,251    

(1)
This property, a community shopping center, is leased to eleven tenants. Contractual rental income per square foot excludes 3,850 vacant square feet. Approximately 27.9% of the square footage is leased to a supermarket.

(2)
This property is ground leased to a multi-unit apartment complex owner/operator. Reflects contingent rent that may be received subject to the satisfaction of performance requirements. See Notes 4 and 7 of our consolidated financial statements.

(3)
This property, a community shopping center, is leased to 27 tenants. Contractual rental income per square foot excludes 2,570 vacant square feet.

(4)
This property has two tenants.

(5)
This property has four tenants. Contractual rental income per square foot excludes 2,395 vacant square feet.

(6)
This property has three tenants. Approximately 43.4% of the square footage is leased to a retail office supply operator.

(7)
This property has three tenants.

(8)
This property has two tenants. Approximately 48.4% of the square footage is leased to a retail office supply operator.

(9)
This property provides additional parking for the W. Hartford, CT, retail supermarket.

Table of Contents

(10)
This property was operated as a hhgregg. The tenant filed for Chapter 11 bankruptcy protection, rejected the lease and in late May 2017, vacated the property. At December 31, 2017, the property is vacant.

As of December 31, 2023, we own a 50% equity interest in two joint ventures that own two properties. At December 31, 2023, our investment in these joint ventures was approximately $2.1 million and the occupancy rate at these properties, based on square footage, was 100%. Based on the leases in effect at December 31, 2023, we anticipate that our share of the base rent payable in 2024 to our joint ventures is approximately $235,000. The following table sets forth, as of December 31, 2017,2023, information about the properties owned by these joint ventures in which we are a venture partner:ventures:

    

    

Percentage of

    

    

Base Rent Payable

in 2024

Contributed by

Approximate

2024

Type of

the Applicable

Square Footage

Base Rent

Location

    

Property

    

Joint Venture (1)

    

of Building

    

per Square Foot

Savannah, GA

 

Retail

 

86.7

 

46,058

$

4.43

Savannah, GA (2)

 

Restaurant

 

13.3

 

 

 

100.0

 

46,058

(1)Represents our share of the base rent payable in 2024 with respect to such joint venture property, expressed as a percentage of the aggregate base rent payable in 2024 by all of our joint venture properties.
(2)This property is a parking lot which is ground leased to a restaurant.

26

Location
 Type of
Property
 Percentage of
Base Rent Payable
in 2018
Contributed by
the Applicable
Joint Venture(1)
 Approximate
Square Footage
of Building
 2018
Base Rent
per Square Foot
 

Manahawkin, NJ(2)

 Retail  59.4  319,349 $9.92 

Milwaukee, WI

 Industrial  27.1  750,300  1.75 

Savannah, GA

 Retail  7.4  45,973  7.77 

Savannah, GA

 Retail  5.1  101,550  2.44 

Savannah, GA

 Retail  1.0  7,959  5.93 

    100.0  1,225,131    

(1)
Represents the base rent payable in 2018 with respect to such joint venture property, expressed as a percentage of the aggregate base rent payable in 2018 with respect to all of our joint venture properties.

(2)
This property, a community shopping center, is leased to 25 tenants. Base rent per square foot excludes 29,068 vacant square feet.

Table of Contents

As of December 31, 2017,2023, the 113108 properties owned by us are located in 3031 states. The following table sets forth information, presented by state, related to our properties as of December 31, 2017:2023:

    

    

    

Percentage of

    

2024

2024

Contractual

Contractual

Approximate

Number of

Rental

Rental

Building

State

    

Properties

    

Income

    

Income

    

Square Feet

South Carolina

 

8

 

$

8,543,490

12.0

1,582,568

New York

 

7

 

6,558,674

9.2

485,602

Texas

 

7

 

5,623,532

7.9

757,837

Pennsylvania

 

5

 

5,394,302

7.6

827,117

New Jersey

 

4

 

3,763,401

5.3

354,102

Maryland

 

2

 

3,712,022

5.2

625,710

North Carolina

7

3,408,365

4.8

330,072

Colorado

 

3

 

3,160,873

4.4

208,420

Georgia

 

6

 

2,981,085

4.2

482,729

Minnesota

 

5

 

2,947,312

4.1

501,573

Tennessee

 

3

 

2,886,172

4.1

864,449

Illinois

 

7

 

2,242,092

3.1

277,786

Missouri

 

3

 

2,166,440

3.0

472,276

Ohio

 

9

 

1,965,547

2.8

706,164

Florida

 

5

 

1,840,120

2.6

235,364

Kentucky

 

4

 

1,530,082

2.1

239,335

Virginia

 

3

 

1,429,279

2.0

176,656

Alabama

 

1

 

1,383,326

1.9

294,000

Indiana

 

2

 

1,347,066

1.9

183,310

Arkansas

 

1

 

1,230,498

1.7

248,370

Iowa

 

1

 

1,200,437

1.7

208,234

Massachusetts

 

4

 

957,624

1.3

49,151

Arizona

 

2

 

868,490

1.2

87,156

California

 

1

 

809,642

1.1

218,116

Kansas

2

680,367

1.0

96,708

Louisiana

1

654,718

0.9

54,229

Nebraska

1

562,293

0.8

101,584

Other (1)

 

4

 

1,408,357

2.1

182,978

 

108

$

71,255,606

 

100.0

 

10,851,596

(1)These properties are located in four states.
State
 Number of
Properties
 2018
Contractual
Rental
Income
 Percentage of
2018
Contractual
Rental
Income
 Approximate
Building
Square Feet
 

Texas

  11 $8,043,732  11.9  902,489 

South Carolina

  6  5,610,987  8.3  1,316,728 

New York

  8  5,317,586  7.9  440,858 

Pennsylvania

  10  4,316,651  6.4  524,657 

North Carolina

  8  4,193,700  6.2  340,282 

Ohio

  9  4,037,748  6.0  657,789 

Georgia

  9  3,774,291  5.6  268,152 

Tennessee

  3  3,750,286  5.5  800,279 

Illinois

  7  3,538,228  5.2  943,582 

Maryland

  2  3,402,779  5.0  625,710 

Minnesota

  3  1,994,870  2.9  303,577 

Colorado

  2  1,871,008  2.8  145,076 

Connecticut

  2  1,779,365  2.6  47,174 

New Jersey

  2  1,766,818  2.6  70,221 

Missouri

  2  1,611,325  2.4  352,596 

Indiana

  3  1,471,540  2.2  196,130 

Virginia

  4  1,398,944  2.1  156,957 

Florida

  4  1,278,657  1.9  109,330 

Alabama

  1  1,228,353  1.8  294,000 

Nebraska

  1  1,207,188  1.8  112,260 

Iowa

  1  1,033,122  1.5  208,234 

Massachusetts

  4  878,252  1.3  49,151 

Kentucky

  3  866,722  1.3  165,185 

Maine

  1  803,670  1.1  131,400 

Kansas

  2  664,617  1.0  96,708 

Louisiana

  1  663,125  1.0  54,229 

Other

  4  1,230,593  1.7  115,497 

  113 $67,734,157  100.0  9,428,251 

The following table sets forth information, presented by state, related to the properties owned by our joint ventures as of December 31, 2017:2023:

    

    

Our Share

    

of the

Base Rent

Payable in 2024

Approximate

Number of

to these

Building

State

    

Properties

    

Joint Ventures

    

Square Feet

Georgia

 

2

$

235,140

 

46,058

27

State
 Number of
Properties
 Our Share
of the
Base Rent
Payable in 2018
to these
Joint Ventures
 Approximate
Building
Square Feet
 

New Jersey

  1 $1,439,770  319,349 

Wisconsin

  1  657,844  750,300 

Georgia

  3  325,958  155,482 

  5 $2,423,572  1,225,131 

Table of Contents

Mortgage Debt

At December 31, 2017,2023, we had:

68 first mortgages secured by 69 of our 108 properties; and

$422.6 million of mortgage debt outstanding with a weighted average interest rate of 4.31% and a weighted average remaining term to maturity of approximately 5.9 years. Substantially all of such mortgage debt bears fixed interest at rates ranging from 3.05% to 8.40% and contains prepayment penalties.

The following table sets forth scheduled principal mortgage payments due on our properties as of December 31, 20172023 (dollars in thousands):

YEAR
 PRINCIPAL
PAYMENTS DUE
 

2018

 $20,448 

2019

  14,610 

2020

  11,901 

2021

  20,742 

2022

  43,771 

Thereafter

  281,051 

Total

 $392,523 

        At December 31, 2017, our joint ventures had first mortgages on four properties with outstanding balances aggregating approximately $35.0 million, bearing interest at rates ranging from 3.49% to 5.81% with a weighted average interest rate of 4.07% and a weighted average remaining term to maturity of 6.1 years. Substantially all of these mortgages contain prepayment penalties. The following table sets forth the scheduled principal mortgage payments due for properties owned by our joint ventures as of December 31, 2017 (dollars in thousands):

YEAR
 PRINCIPAL
PAYMENTS DUE
 

2018

 $4,272 

2019

 877 

2020

 911 

2021

 948 

2022

 7,189 

Thereafter

 20,850 

Total

 $35,047 

    

PRINCIPAL

YEAR

    

PAYMENTS DUE

2024

$

61,779

2025

 

41,477

2026

 

29,670

2027

 

47,923

2028

 

38,873

Thereafter

 

202,843

Total

$

422,565

The mortgages on our properties are generally non-recourse, subject to standard carve-outs. The term "standard carve-outs" refers to recourse items to an otherwise non-recourse mortgage and are customary to mortgage financing. While carve-outs vary from lender to lender and transaction to transaction, the carve-outs may include, among other things, voluntary bankruptcy filings, environmental liabilities, the sale, financing or encumbrance of the property in violation of loan documents, damage to property as a result of intentional misconduct or gross negligence, failure to pay valid taxes and other claims which could create liens on property and the conversion of security deposits, insurance proceeds or condemnation awards.

Item 3. Legal Proceedings.

Not applicable.

Item 4. Mine Safety Disclosures.

Not applicable.


28


Part II

Item 5. Market for the Registrant'sRegistrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Our common stock is listed on the New York Stock Exchange under the symbol "OLP." The following table sets forth for the periods indicated, the high and low prices for our common stock as reported by the New York Stock Exchange and the per share distributions declared on our common stock.

 
 2017 2016 
Quarter Ended
 High Low Dividend
Declared
Per Share(1)
 High Low Dividend
Per Share(1)
 

March 31

 $25.45 $21.96 $.43 $22.96 $18.80 $.41 

June 30

  25.24  22.21  .43  24.90  21.65  .41 

September 30

  24.81  22.67  .43  25.85  23.50  .41 

December 31

  27.70  23.61  .45  25.89  22.43  .43 

(1)
The dividends in the fourth quarter of 2017 and 2016 were distributed on January 5, 2018 and January 5, 2017, respectively.

“OLP.” As of March 7, 2018,1, 2024, there were approximately 294241 holders of record of our common stock.

We qualify as a REIT for Federal income tax purposes. In order to maintain that status, we are required to distribute to our stockholders at least 90% of our annual ordinary taxable income. The amount and timing of future distributions will be at the discretion of our board of directors and will depend upon our financial condition, earnings, business plan, cash flow and other factors. We intend to make distributions in an amount at least equal to that necessary for us to maintain our status as a real estate investment trust for Federal income tax purposes.


Table of Contents

Stock Performance Graph

        The following graph compares the five year cumulative return of our common stock with the Standard and Poor's 500 index (the "S&P Index") and the FTSE-NAREIT Equity REITs, a peer group index (the "Peer Group Index"). The graph assumes $100 was invested on December 31, 2012 in our common stock, the S&P Index and the Peer Group Index and assumes the reinvestment of dividends.

 
 December 31, 
 
 2012 2013 2014 2015 2016 2017 

OLP

 $100.00 $105.80 $133.05 $129.41 $162.39 $180.11 

S&P 500

  100.00  132.39  150.51  152.59  170.84  208.14 

FTSE NAREIT Equity REITs Index

  100.00  102.47  133.35  137.61  149.33  157.14 

Issuer Purchases of Equity Securities

        We did notAs of March 1, 2024, we are authorized to repurchase anyup to $8.1 million of shares of our outstanding common stock through, among other things, open market or privately negotiated transactions. There is no stated expiration date for our stock repurchase program. Set forth below is a table describing the purchases we made in 2017.the quarter ended December 31, 2023:


Approximate

Total Number of

Dollar Value

Total Number

Average

of Shares Purchased

of Shares that May

of Shares

Price Paid

as Part of Publicly

Yet Be Purchased

Period

    

Purchased

    

per Share

Announced Programs

Under the Programs

October 1, 2023 - October 31, 2023

133,667

$

18.40

133,667

$

8,655,224

November 1, 2023 - November 30, 2023

30,400

18.80

30,400

 

8,081,814

December 1, 2023 - December 31, 2023

8,081,814

Total

164,067

$

18.47

164,067

Item 6. [Reserved.]

29

Item 6.    Selected Financial Data.

        The following table sets forth on a historical basis our selected financial data. This information should be read in conjunction with our consolidated financial statements and"Item 7. Management'sManagement’s Discussion and Analysis of Financial ConditionsCondition and Results of Operations" appearing elsewhereOperations.

Overview

We are a self-administered and self-managed REIT focused on acquiring, owning and managing a geographically diversified portfolio consisting of industrial and, to a lesser extent, retail properties, many of which are subject to long-term leases. Most of our leases are “net leases” under which the tenant, directly or indirectly, is responsible for paying the real estate taxes, insurance and ordinary maintenance and repairs of the property. As of December 31, 2023, we own, in 31 states, 110 properties, including three properties owned by consolidated joint ventures and two properties owned through unconsolidated joint ventures.

Challenges and Uncertainties as a Result of the Volatile Economic Environment

During the past two years, there has been a significant economic uncertainty due, among other things, to volatile interest rates and the challenges presented by an inflationary/potential recessionary environment. This uncertainty, volatility and the related causes may adversely impact us in the future. Due to this Annual Reportuncertainty, we were especially cautious in pursuing acquisition opportunities in 2023 and may continue to be cautious in pursuing such opportunities in the near future. As a result, our ability, in the near term, to grow revenue and net income through acquisitions may be adversely affected.

General Challenges and Uncertainties

In addition to the challenges and uncertainties as also described under “Cautionary Note Regarding Forward-Looking Statements”, “Item 1A. Risk Factors”, and “— Challenges and Uncertainties as a Result of the Volatile Economic Environment”, we, among other things, face additional challenges and uncertainties, including the possibility we will not be able to: lease our properties on Form 10-K.terms favorable to us or at all; collect amounts owed to us by our tenants; renew or re-let, on acceptable terms, leases that are expiring or otherwise terminating; acquire or dispose of properties on acceptable terms; or grow, through acquisitions or otherwise, our property portfolio so as to generate additional rental and net income. If we are unable to address these challenges successfully, we may be unable to sustain our current level of dividend payments.

Other than with respect to our continuing focus on acquiring industrial properties, we generally seek to manage the risk of our real property portfolio and the related financing arrangements by (i) diversifying among locations, tenants, scheduled lease expirations, mortgage maturities and lenders, and (ii) minimizing our exposure to interest rate fluctuations. As a result, as of December 31, 2023:

our 2024 contractual rental income is derived from the following property types: 66.1% from industrial, 24.2% from retail, 3.7% from health and fitness, 1.7% from restaurant, 1.6% from theaters, and 2.7% from other properties,

there are six states with properties that account for 5% or more of 2024 contractual rental income, and one state that accounts for more than 10.0% of 2024 contractual rental income (i.e., South Carolina at 12.0%),

there is one tenant that accounts for more than 5% of 2024 contractual rental income (i.e., FedEx at 5.5%),

through 2033, there are four years in which the percentage of our 2024 contractual rental income represented by expiring leases equals or exceeds 10% (i.e., 20.4% in 2027, 13.8% in 2028, 10.1% in 2029 and 10.5% in 2033) — approximately 5.1 % of our 2024 contractual rental income is represented by leases expiring in 2034 and thereafter,

after giving effect to interest rate swap agreements, substantially all of our mortgage debt bears interest at fixed rates,

in 2024, 2025 and 2026, 14.6%, 9.8% and 7.0%, respectively, of our total scheduled principal mortgage payments (i.e., amortization and balances due at maturity) is due, and

30

 
 As of and for the Year Ended December 31,
(Dollars in thousands, except per share data)
 
 
 2017 2016 2015 2014 2013 

OPERATING DATA

                

Total revenues

 $75,916 $70,588 $65,711(1)$60,477(1)$50,979 

Gain on sale of real estate, net

  9,837  10,087  5,392  10,180  4,705 

Equity in earnings of unconsolidated joint ventures

  826  1,005  412  533  651 

Income from continuing operations

  24,249  24,481  21,907  22,197  17,409 

Income from discontinued operations

        13  515 

Net income attributable to One Liberty Properties, Inc. 

  24,147  24,422  20,517  22,116  17,875 

Weighted average number of common shares outstanding:

                

Basic

  17,944  16,768  15,971  15,563  14,948 

Diluted

  18,047  16,882  16,079  15,663  15,048 

Net income per common share—basic

 $1.29 $1.40 $1.23 $1.37 $1.15 

Net income per common share—diluted

 $1.28 $1.39 $1.22 $1.37 $1.14 

Cash distributions declared per share of common stock

 $1.74 $1.66 $1.58 $1.50 $1.42 

BALANCE SHEET DATA

  
 
  
 
  
 
  
 
  
 
 

Real estate investments, net

 $666,374 $651,213 $562,257 $504,850 $496,187 

Unamortized intangible lease assets, net

  30,525  32,645  28,978  27,387  26,035 

Investment in unconsolidated joint ventures

  10,723  10,833  11,350  4,907  4,906 

Cash and cash equivalents

  13,766  17,420  12,736  20,344  16,631 

Total assets

  742,586  733,445  646,499  587,162  568,693 

Mortgages payable, net of deferred financing costs

  393,157  394,898  331,055  288,868  275,319 

Due under line of credit, net of deferred financing costs

  8,776  9,064  17,744  13,154  22,772 

Unamortized intangible lease liabilities, net

  17,551  19,280  14,521  10,463  6,917 

Total liabilities

  444,084  441,518  384,073  331,258  318,603 

Total equity

  298,502  291,927  262,426  255,904  250,090 

OTHER DATA(2)

  
 
  
 
  
 
  
 
  
 
 

Funds from operations

 $36,193 $33,256 $32,717 $28,248 $25,740 

Funds from operations per common share:

                

Basic

 $1.95 $1.91 $1.98 $1.76 $1.67 

Diluted

 $1.94 $1.90 $1.97 $1.75 $1.66 

Adjusted funds from operations

 $39,065 $34,848 $31,997 $29,703 $27,094 

Adjusted funds from operations per common share:

                

Basic

 $2.10 $2.01 $1.94 $1.85 $1.76 

Diluted

 $2.09 $1.99 $1.92 $1.84 $1.75 

Table of Contents

(1)
Includes

there are three different counterparties to our portfolio of interest rate swaps: two counterparties, rated A3 or better by a national rating agency (i.e., Moody’s Long-Term Debt Ratings), account for 88.6%, or $26.3 million, of the notional value of our swaps; and one counterparty, rated A- by another rating provider (i.e., Kroll), accounts for 11.4%, or $3.3 million, of the notional value of such swaps.

We monitor the risk of tenant non-payments through a variety of approaches tailored to the applicable situation. Generally, based on our assessment of the credit risk posed by our tenants, we monitor a tenant’s financial condition through one or more of the following actions: reviewing tenant financial statements or other financial information, obtaining other tenant related information, changes in tenant payment patterns, regular contact with tenant’s representatives, tenant credit checks and regular management reviews of our tenants. We may sell a property if the tenant’s financial condition is unsatisfactory.

We monitor, on an ongoing basis, our expiring leases and generally approach tenants with expiring leases (including those subject to renewal options) at least a year prior to lease termination feesexpiration to determine their interest in renewing their leases. During the three years ending December 31, 2026, 49 leases for 42 tenants at 35 properties representing $14.3 million, or 20.0%, of $2.92024 contractual rental income expire.

In acquiring properties, we balance an evaluation of the terms of the leases and the credit of the existing tenants with a fundamental analysis of the real estate to be acquired, which analysis takes into account, among other things, the estimated value of the property, local demographics and the ability to re-rent or dispose of the property on favorable terms upon lease expiration or early termination.

At December 31, 2023, we have unhedged variable rate mortgage debt in the principal amount of $16.0 million of which bears a weighted average interest rate of 5.73%. The table below provides information about such debt as of December 31, 2023.

Current

Interest Rate

Property

Principal Amount

Maturity Date

Interest Rate

Reset Date

Lexington, Kentucky

$

5,279,000

June 2047

3.85

%

June 2029

Kennesaw, Georgia

4,467,000

December 2041

6.50

December 2030

Hamilton, Ohio

3,969,000

September 2024

8.40

n/a

Deptford, NJ

2,277,000

February 2041

3.95

February 2026

$

15,992,000

31

Challenges and Uncertainties Facing Certain Properties and Tenants

Set forth below is a description of the challenges and uncertainties facing certain tenants or properties. If these challenges, and in particular, the challenges faced by Regal Cinemas, The Vue and LA Fitness, are not resolved in a satisfactory manner, we will be adversely affected.

Regal Cinemas

Regal Cinemas, or Regal, is a tenant at two properties. Regal’s parent, Cineworld Group plc, filed for Chapter 11 bankruptcy protection in September 2022 and as a result, we and Regal amended the leases at these properties to, among other things, shorten the lease terms and reduce the rent payable. Specifically, prior to the amendments, the leases were scheduled to expire in 2032 and 2035 and as of January 1, 2024, without giving effect to such amendments, would have provided for an aggregate base rent of $21.0 million through the remaining lease term. After giving effect to the amendments, the leases expire in 2030 and as of January 1, 2024 provide for an aggregate base rent of $7.7 million payable over the remaining lease term.

At December 31, 2023, our Indianapolis, Indiana property had mortgage debt, intangible lease liabilities and intangible lease assets of approximately $3.6 million, $527,000 and $476,000, respectively. There is no mortgage debt, intangible lease liabilities or intangible lease assets at the Greensboro, North Carolina property at which we lease the underlying fee and in turn lease the property to Regal. We estimate that the carrying costs for these two properties for the twelve months ending December 31, 2024, are approximately $1.3 million, including ground lease rent of $512,000 (which sum has historically been paid directly by Regal to the owner of the Greensboro property), real estate taxes of approximately $356,000, and debt service of $290,000. Regal is the primary obligor with respect to $460,000 of these carrying costs and we are responsible with respect to such amount if it is not paid by Regal.

Because the collection of amounts owed by Regal is deemed to be less than probable, we have not accrued Regal’s base rent (but have collected all base rent payable pursuant to the amended leases) and since October 2020, have been reporting same on a cash basis. If Regal continues to face financial challenges, it will be difficult and costly (due, among other things, to the limited number of exhibitors and the unique configuration of theater properties) to find a replacement tenant.

The Vue – Beachwood, Ohio

A multi-family complex, which we refer to as The Vue, ground leases from us the underlying land located in Beachwood, Ohio. Since 2018, the property has faced, and we anticipate that the property will continue to face, occupancy and financial challenges, and our tenant has not paid rent since October 2020 (i.e., an aggregate of $3.9 million that would have been due had it generated specified levels of positive operating cash flow), and we anticipate that it will not pay rent for an extended period. After giving effect to debt service, the property is operating on a negative cash flow basis, and we anticipate that such trend will continue for an extended period. Since 2021 (through March 1, 2024), we provided The Vue with an aggregate of $3.4 million to cover, among other things, operating cash flow shortfalls and capital expenditures, and the amount to be funded in 2024, if any, has not been definitively determined. At December 31, 2023, (i) there are no unbilled rent receivables, intangibles or tenant origination costs associated with this property and (ii) the net book value of our land subject to this ground lease is $17.3 million and $1.3is subordinate to $63.6 million of mortgage debt incurred by the owner/operator. Our cash flow will be adversely impacted by our funding of additional capital expenditures and operating expense shortfalls at the property (including our payment of the tenant’s debt service obligations) and the tenant’s continuing non-payment of rent. If we determine that under GAAP the property has been impaired, we may incur a substantial impairment charge and if we sell the property, we may recognize a substantial loss. See Note 6 to our consolidated financial statements.

32

LA Fitness

LA Fitness leases from us three properties pursuant to three separate leases, including a 38,000 square foot health and fitness facility in Hamilton, Ohio.  LA Fitness terminated the lease at the Hamilton, Ohio property effective as of May 1, 2024. As a result, we estimate that (i) from January 1, 2024 through the remaining lease term, we will generate $120,000 of rental income and (ii) that through 2024, we will incur approximately $230,000, $180,000 and $170,000 of interest expense, real estate operating expense and depreciation and amortization expense, respectively.

During 2023, this property accounted for 2015(i) $893,000 of rental income and 2014,(ii) $198,000, $188,000 and $206,000 of interest expense, real estate operating expense and depreciation and amortization expense, respectively, and during 2022, this property accounted for (iii) $915,000 of rental income and (iv) $197,000, $170,000 and $210,000 of interest expense, real estate operating expense and depreciation and amortization expense, respectively.

(2)
At December 31, 2023, the variable rate mortgage debt (bearing an interest rate of daily SOFR plus 300 basis points) on this property is $4.0 million and is scheduled to mature in September 2024.

It will be difficult, due to the presence of another health and fitness facility located nearby, to re-lease this property to another health and fitness operator, and if we are unable to re-lease this property to such an operator, it will be costly to reconfigure the space for use other than as a fitness facility. We will be adversely effected if we surrender this property to the lender or if we pay off the mortgage debt without obtaining a suitable replacement tenant at this property.

2023 and Recent Developments

In 2023, we:

sold 10 properties (i.e., seven restaurants and three retail properties) and an out-parcel at a multi-tenant retail property, for an aggregate net gain on sale of real estate of $17.0 million. The properties sold accounted for $2.5 million, or 2.7%, and $3.0 million, or 3.3 %, of 2023 and 2022 rental income, net, respectively. We estimate that, excluding any acquisitions, dispositions or lease amendments in 2024, rental income in 2024 will decrease by approximately $2.5 million from 2023 due to these sales.

paid down our credit facility by approximately $21.8 million primarily through the use of net proceeds from property sales – as of December 31, 2023 and March 1, 2024, no amounts were outstanding on the facility.

acquired a multi-tenant industrial property for an aggregate purchase price of $13.4 million. This property accounts for $806,000, or 1.1%, of our 2024 contractual rental income.

through an unconsolidated joint venture in which we had a 50% equity interest, sold a multi-tenant shopping center located in Manahawkin, NJ for $36.5 million, of which our share was $18.3 million. In 2023, we recognized a $108,000 loss from the sale of this property. Our share of the net proceeds from this sale was $7.1 million. We generated, in 2023, $1.1 million (including our $850,000 share of an impairment charge) of equity in loss and in 2022 and 2021, $210,000 and $11,000, respectively, of equity in earnings from this unconsolidated joint venture.

entered into, amended or extended 28 leases with respect to approximately 988,000 square feet.

repurchased approximately 499,000 shares of our common stock for an aggregate purchase price of approximately $9.6 million (i.e., an average price of $19.24 per share). We anticipate that we will continue to repurchase our stock subject to, among other things, the availability of funds and attractiveness of alternative investments.

33

Subsequent to December 31, 2023, we:

entered into a contract to sell a pad site at a multi-tenant retail shopping center in Lakewood, Colorado, which we own through a consolidated joint venture in which we hold a 90% interest, for $2.9 million. The buyer’s right to terminate the contract expired in February 2024 and the sale is anticipated to close during the quarter ending March 31, 2024. We anticipate recognizing a gain of approximately $1.8 million on this sale during the three months ending March 31, 2024, of which the non-controlling interest’s share will be approximately $180,000.

Our Business Objective

Our business objective is to increase stockholder value by:

identifying opportunistic and strategic property acquisitions consistent with our portfolio and our acquisition strategies;

monitoring and maintaining our portfolio, and as appropriate, working with tenants to facilitate the continuation or expansion of their tenancies;

managing our portfolio effectively, including opportunistic and strategic property sales;

obtaining mortgage indebtedness (including refinancings) on favorable terms, ensuring that the cash flow generated by a property exceeds the debt service thereon and maintaining access to capital to finance property acquisitions; and

maintaining and, over time, increasing our dividend.

34

Comparison of Years Ended December 31, 2023 and 2022

Results of Operations -

Revenues

The following table compares total revenues for the periods indicated:

Year Ended December 31, 

Increase

(Dollars in thousands)

2023

    

2022

    

(Decrease)

    

% Change

Rental income, net

$

90,646

$

92,191

$

(1,545)

 

(1.7)

Lease termination fees

25

(25)

 

(100.0)

Total revenues

$

90,646

$

92,216

$

(1,570)

 

(1.7)

Rental income, net.

The following table details the components of rental income, net, for the periods indicated:

Year Ended December 31, 

Increase

(Dollars in thousands)

2023

    

2022

    

(Decrease)

    

% Change

Acquisitions (1)

$

5,413

$

2,472

$

2,941

119.0

Dispositions (2)

2,470

3,641

(1,171)

(32.2)

Same store (3)

82,763

86,078

(3,315)

(3.9)

Rental income, net

$

90,646

$

92,191

$

(1,545)

(1.7)

(1)The 2023 column represents rental income from properties acquired since January 1, 2022; the 2022 column represents rental income from properties acquired during the year ended December 31, 2022.
(2)The 2023 column represents rental income from properties sold during the year ended December 31, 2023; the 2022 column represents rental income from properties sold since January 1, 2022.
(3)Represents rental income from 101 properties that were owned for the entirety of the periods presented.

Changes at same store properties

The decrease in same store rental income is due to the inclusion in 2022, of $4.6 million from the litigation settlement proceeds from The Vue, and decreases of:

-$689,000 of rental income from our wholly-owned Regal Cinemas properties due to lease amendments effectuated in connection with its bankruptcy reorganization (see “—Challenges and Uncertainties Facing Certain Tenants and Properties” for further information regarding Regal Cinemas),

-$654,000 of rental income from leases that expired in 2022 and 2023 at several properties,

-$461,000 from Bed Bath & Beyond - Kennesaw, Georgia which filed for bankruptcy protection (including the write-off, during 2023, of its $133,000 unbilled rent receivable balance),

The decrease was offset by increases of:

-$1.7 million of rental income from various lease amendments and extensions,

-$892,000 of rental income due to new tenants at various properties, and

-$497,000 in tenant reimbursements, of which $443,000 relates to operating expenses generally incurred in the same year.

35

Operating Expenses

The following table compares operating expenses for the periods indicated:

Year Ended December 31, 

Increase

(Dollars in thousands)

    

2023

    

2022

    

(Decrease)

    

% Change

Operating expenses:

 

  

 

  

 

  

 

  

Depreciation and amortization

$

24,789

$

23,781

$

1,008

 

4.2

General and administrative

 

15,822

 

15,258

 

564

 

3.7

Real estate expenses

 

16,444

 

15,508

 

936

 

6.0

State taxes

 

284

 

285

 

(1)

 

(0.4)

Total operating expenses

$

57,339

$

54,832

$

2,507

 

4.6

Depreciation and amortization. The increase is due primarily to:

-$1.5 million of such expense from properties acquired in 2023 and 2022 (including $1.1 million from properties acquired in 2022),

-$434,000 of depreciation from improvements at several same store properties, and

-$186,000 of leasing commissions at several same store properties.

The increase was offset by:

-a decrease, in 2023, of $854,000 related to improvements and tenant origination costs at several properties that prior to December 31, 2023 were fully amortized, and

-the inclusion, in 2022, of $332,000 of such expense from the properties sold since January 1, 2022.

General and administrative. The increase in 2023 is due primarily to increases of (i) $441,000 of compensation expense primarily due to additional employees and higher levels of compensation, and (ii) $150,000 in professional fees related to various matters.

Real estate expenses.

The increase is primarily due to:

-$574,000 from properties acquired in 2023 and 2022 (including $407,000 from properties acquired in 2022),

-an aggregate increase of $224,000 relating to real estate tax expense for several properties, none of which were individually significant, and

-aggregate increases of $368,000 of other real estate expenses for several properties (primarily related to our Brooklyn, New York property).

The increase was offset primarily by a $237,000 decrease related to properties sold in 2022 and 2023.

A substantial portion of real estate expenses are rebilled to tenants and are included in Rental income, net, on the consolidated statements of income.

36

Gain on sale of real estate, net

The following table lists the sold properties and related gains, net, for the periods indicated:

Year Ended

December 31, 

Increase

%

(Dollars in thousands)

    

2023

    

2022

(Decrease)

    

Change

TGI Fridays restaurant property - Hauppauge, New York

$

1,534

$

Havertys retail property - Duluth, Georgia

3,180

TGI Fridays restaurant property - Greensboro, North Carolina

332

Land - Lakewood, Colorado (1)

2,177

Chuck E Cheese restaurant property - Indianapolis, Indiana

226

TGI Fridays restaurant property - Richmond, Virginia

265

Applebee's restaurants (2 properties) - Cartersville & Carrollton, Georgia

2,581

Applebee's restaurant property - Lawrenceville, Georgia

989

Havertys retail property - Virginia Beach, Virginia

1,727

Barnes & Noble retail property - Fort Myers, Florida

3,997

Wendy's restaurants (4 properties) - Various cities, Pennsylvania

4,649

Orlando Baking industrial property - Columbus, Ohio

6,925

Havertys retail property - Fayetteville, Georgia

1,125

Vacant retail property - Columbus, Ohio

4,063

Total gain on sale of real estate, net

$

17,008

$

16,762

$

246

 

1.5

(1) The non-controlling interest’s share of the gain is $218.

Other Income and Expenses

The following table compares other income and expenses for the periods indicated:

Year Ended December 31, 

Increase

(Dollars in thousands)

2023

    

2022

    

(Decrease)

    

% Change

Other income and expenses:

Equity in (loss) earnings of unconsolidated joint ventures

$

(904)

$

400

$

(1,304)

 

(326.0)

Equity in loss from sale of unconsolidated joint venture property

 

(108)

 

 

(108)

 

n/a

Income on settlement of litigation

5,388

(5,388)

 

(100.0)

Other income

 

234

 

1,003

 

(769)

 

(76.7)

Interest:

 

 

 

 

Expense

 

(18,780)

 

(17,569)

 

1,211

 

6.9

Amortization and write-off of deferred financing costs

 

(839)

 

(1,115)

 

(276)

 

(24.8)

Equity in (loss) earnings of unconsolidated joint ventures. The decrease in 2023 relates to the multi-tenant shopping center in Manahawkin, New Jersey which we sold in December 2023 and reflects (i) our 50% share, or $850,000, of a $1.7 million impairment charge our joint venture recorded, (ii) a $256,000 decrease in base rent collected primarily from Regal Cinemas, a tenant at this property, due to a lease amendment effectuated in connection with its bankruptcy reorganization, and (iii) a $103,000 debt prepayment charge due to the early payoff of the mortgage on this property in connection with its sale. See "Note 7 to our consolidated financial statements.

Equity in loss from sale of unconsolidated joint venture property. The 2023 results represent a loss of $108,000 from the sale of our joint venture property in Manahawkin, New Jersey on December 15, 2023.

37

Income on settlement of litigation. In April 2022, we received $5.4 million in connection with the settlement of a lawsuit at our former Round Rock, Texas property (the “Round Rock Settlement”). (See Note 13 to our consolidated financial statements.)

Other income.Included in 2022 is $918,000 representing the final property insurance recovery related to our Lake Charles, Louisiana property damaged in a 2020 hurricane. (See Note 13 to our consolidated financial statements.)

Interest expense. The following table compares interest expense for the periods indicated:

Year Ended December 31, 

Increase

(Dollars in thousands)

2023

    

2022

    

(Decrease)

    

% Change

Interest expense:

  

 

  

 

  

 

  

Mortgage interest

$

17,514

$

16,762

$

752

 

4.5

Credit line interest

1,266

807

459

 

56.9

Total

$

18,780

$

17,569

$

1,211

 

6.9

Mortgage interest

The following table reflects the average interest rate on the weighted average principal amount of outstanding mortgage debt during the applicable year:

Year Ended December 31, 

Increase

(Dollars in thousands)

2023

    

2022

    

(Decrease)

    

% Change

Weighted average interest rate

4.18

%  

4.14

%  

0.04

%  

1.0

Weighted average principal amount

$

416,517

$

404,263

$

12,254

 

3.0

The increase in 2023 is due primarily to the increase in the average principal amount of mortgage debt outstanding which resulted from financings effectuated in connection with refinancings and acquisitions.

Credit facility interest

The following table reflects the average interest rate on the average principal amount of outstanding credit line debt during the applicable year:

Year Ended December 31, 

Increase

%

(Dollars in thousands)

2023

    

2022

    

(Decrease)

    

Change

Weighted average interest rate

6.69

%  

3.42

%  

3.27

%  

95.6

Weighted average principal amount

$

15,676

$

16,222

$

(546)

 

(3.4)

The increase in 2023 is due to the increase on the weighted average interest rate.

Amortization and write-off of deferred financing costs. The decrease in 2023 is primarily due to the $221,000 write-off of deferred costs related to the mortgages on the eleven Havertys properties that were paid off in June 2022.

38

Funds from Operations and Adjusted Funds from Operations" for a discussion of the limitations on such data and a reconciliation of such data to our financial information presented in accordance with GAAP.


Table of Contents

Funds from Operations and Adjusted Funds from Operations

We compute funds from operations, or FFO, in accordance with the "White“White Paper on Funds From Operations"Operations” issued by the National Association of Real Estate Investment Trusts ("NAREIT"(“NAREIT”) and NAREIT'sNAREIT’s related guidance. FFO is defined in the White Paper as net income (computed(calculated in accordance with generally accepting accounting principles)GAAP), excluding gains (or losses) from sales of property, plus real estate depreciation and amortization (including amortizationrelated to real estate, gains and losses from the sale of deferred leasing costs), pluscertain real estate assets, gains and losses from change in control, impairment write-downs of certain real estate assets and investments in entities where the impairment is directly attributable to decreases in the value of depreciable real estate and after adjustments for unconsolidated partnerships and joint ventures.held by the entity. Adjustments for unconsolidated partnerships and joint ventures will beare calculated to reflect funds from operationsFFO on the same basis. In computing FFO, we do not add back to net income the amortization of costs in connection with our financing activities or depreciation of non-real estate assets.

We compute adjusted funds from operations, or AFFO by,by adjusting from FFO for our straight-line rent accruals and amortization of lease intangibles, deducting from income, additional rent from ground lease tenant, income on settlement of litigation, income on insurance recoveries from casualties, lease termination fees and gain on extinguishment of debtassignment fees, and adding back amortization of restricted stock and restricted stock unit compensation expense, amortization of costs in connection with ourits financing activities (including ourits share of ourits unconsolidated joint ventures) and, debt prepayment costs.costs and amortization of lease incentives and mortgage intangible assets. Since the NAREIT White Paper does not provide guidelines for computing AFFO, the computation of AFFO may varyvaries from one REIT to another.

We believe that FFO and AFFO are useful and standard supplemental measures of the operating performance for equity REITs and are used frequently by securities analysts, investors and other interested parties in evaluating equity REITs, many of which present FFO and AFFO when reporting their operating results. FFO and AFFO are intended to exclude GAAP historical cost depreciation and amortization of real estate assets, which assumes that the value of real estate assets diminish predictabilitypredictably over time. In fact, real estate values have historically risen and fallen with market conditions. As a result, we believe that FFO and AFFO provide a performance measure that when compared year over year, should reflect the impact to operations from trends in occupancy rates, rental rates, operating costs, interest costs and other matters without the inclusion of depreciation and amortization, providing a perspective that may not be necessarily apparent from net income. We also consider FFO and AFFO to be useful to us in evaluating potential property acquisitions.

FFO and AFFO do not represent net income or cash flows from operationsoperating, investing or financing activities as defined by GAAP. FFO and AFFO and should not be considered to be an alternative to net income as a reliable measure of our operating performance; nor should FFO and AFFO be considered an alternative to cash flows from operating, investing or financing activities (as defined by GAAP) as measures of liquidity. FFO and AFFO do not measure whether cash flow is sufficient to fund all of our cash needs, including principal amortization, capital improvements and distributions to stockholders.

Management recognizes that there are limitations in the use of FFO and AFFO. In evaluating our performance, management is careful to examine GAAP measures such as net income and cash flows from operating, investing and financing activities.


39

The table below providesfollowing tables provide a reconciliation of net income in accordance with GAAP to FFO and AFFO for each of the indicated years (dollars in thousands):

 
 2017 2016 2015 2014 2013 

GAAP net income attributable to One Liberty Properties, Inc

 $24,147 $24,422 $20,517 $22,116 $17,875 

Add: depreciation and amortization of properties

  20,674  17,865  16,150  14,494  11,891 

Add: our share of depreciation and amortization of unconsolidated joint ventures

  872  893  634  374  517 

Add: impairment loss

  153      1,093  62 

Add: amortization of deferred leasing costs

  319  299  234  168  152 

Add: our share of amortization of deferred leasing costs of unconsolidated joint ventures

          8 

Add: Federal excise tax relating to gain on sale

    6  174  302  45 

Deduct: gain on sale of real estate

  (9,837) (10,087) (5,392) (10,180)  

Deduct: purchase price fair value adjustment

      (960)    

Deduct: net gain on sale of real estate of unconsolidated joint ventures

          (4,705)

Adjustments for non-controlling interests

  (135) (142) 1,360  (119) (105)

NAREIT funds from operations applicable to common stock

  36,193  33,256  32,717  28,248  25,740 

Deduct: straight-line rent accruals and amortization of lease intangibles

  (1,329) (2,991) (1,605) (1,756) (1,274)

Add (deduct): our share of straight-line rent accruals and amortization of lease intangibles of unconsolidated joint ventures

  36  49  7  (1) 91 

Deduct: lease termination fee income

      (2,886) (1,269)  

Add: amortization of restricted stock compensation

  3,133  2,983  2,334  1,833  1,440 

Add: prepayment costs on debt

    577  568  1,581  171 

Add: amortization and write-off of deferred financing costs

  977  904  1,023  1,038  891 

Add: our share of amortization and write-off of deferred financing costs of unconsolidated joint ventures

  25  25  23  17  25 

Adjustments for non-controlling interests

  30  45  (184) 12  10 

Adjusted funds from operations applicable to common stock

 $39,065 $34,848 $31,997 $29,703 $27,094 

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        The table below provides a reconciliation of net income per common share (on a diluted basis) in accordance with GAAP to FFO and AFFO:AFFO for the years indicated (dollars in thousands, except per share amounts):

Year Ended

December 31, 

    

2023

    

2022

GAAP net income attributable to One Liberty Properties, Inc.

$

29,614

$

42,177

Add: depreciation and amortization of properties

24,063

23,193

Add: our share of depreciation and amortization of unconsolidated joint ventures

477

519

Add: amortization of deferred leasing costs

726

588

Add: our share of amortization of deferred leasing costs of unconsolidated joint ventures

18

21

Add: our share of impairment loss of unconsolidated joint venture property

850

Add: equity in loss from sale of unconsolidated joint venture property

 

108

 

Deduct: gain on sale of real estate, net

 

(17,008)

 

(16,762)

Adjustments for non-controlling interests

148

(67)

NAREIT funds from operations applicable to common stock

 

38,996

 

49,669

Deduct: straight-line rent accruals and amortization of lease intangibles

(2,717)

(3,240)

Deduct: our share of straight-line rent accruals and amortization of lease intangibles of unconsolidated joint ventures

(19)

(27)

Deduct: other income and income on settlement of litigation

(112)

(5,388)

Deduct: additional rent from ground lease tenant

(16)

(4,626)

Deduct: income on insurance recovery from casualty loss

(918)

Deduct: lease termination fee income

(25)

Deduct: our share of unconsolidated joint venture lease termination fee income

(21)

(25)

Add: amortization of restricted stock and RSU compensation

 

5,367

 

5,507

Add: amortization and write-off of deferred financing costs

 

839

 

1,115

Add: amortization of lease incentives

121

44

Add: amortization of mortgage intangible assets

114

12

Add: our share of amortization of deferred financing costs of unconsolidated joint venture

42

17

Adjustments for non-controlling interests

1

14

Adjusted funds from operations applicable to common stock

$

42,595

$

42,129

Year Ended

December 31, 

    

2023

    

2022

GAAP net income attributable to One Liberty Properties, Inc.

$

1.38

$

1.99

Add: depreciation and amortization of properties

1.13

1.09

Add: our share of depreciation and amortization of unconsolidated joint ventures

.02

.02

Add: amortization of deferred leasing costs

.03

.03

Add: our share of amortization of deferred leasing costs of unconsolidated joint ventures

Add: our share of impairment loss of unconsolidated joint venture property

.04

Add: equity in loss from sale of unconsolidated joint venture property

.01

Deduct: gain on sale of real estate, net

(.80)

(.79)

Adjustments for non-controlling interests

.01

NAREIT funds from operations per share of common stock (a)

 

1.82

 

2.34

Deduct: straight-line rent accruals and amortization of lease intangibles

(.13)

(.16)

Deduct: our share of straight-line rent accruals and amortization of lease intangibles of unconsolidated joint ventures

Deduct: other income and income on settlement of litigation

(.01)

(.25)

Deduct: additional rent from ground lease tenant

(.22)

Deduct: income on insurance recovery from casualty loss

(.04)

Deduct: lease termination fee income

Deduct: our share of unconsolidated joint venture lease termination fee income

Add: amortization of restricted stock and RSU compensation

.25

.26

Add: amortization and write-off of deferred financing costs

.04

.05

Add: amortization of lease incentives

.01

Add: amortization of mortgage intangible assets

.01

Add: our share of amortization of deferred financing costs of unconsolidated joint venture

Adjustments for non-controlling interests

Adjusted funds from operations per share of common stock (a)

$

1.99

$

1.98

(a) The weighted average number of diluted common shares used to compute FFO and AFFO applicable to common stock includes unvested restricted shares that are excluded from the computation of diluted EPS.

40

 
 2017 2016 2015 2014 2013 

GAAP net income attributable to One Liberty Properties, Inc

 $1.28 $1.39 $1.22 $1.37 $1.14 

Add: depreciation and amortization of properties

  1.12  1.02  .98  .90  .78 

Add: our share of depreciation and amortization of unconsolidated joint ventures

  .05  .05  .04  .02  .03 

Add: impairment loss

  .01      .07  .01 

Add: amortization of deferred leasing costs

  .02  .02  .02  .01  .01 

Add: our share of amortization of deferred leasing costs of unconsolidated joint ventures

           

Add: Federal excise tax relating to gain on sale

      .01  .02   

Deduct: gain on sale of real estate

  (.53) (.57) (.32) (.63)  

Deduct: purchase price fair value adjustment

      (.06)    

Deduct: net gain on sale of real estate of unconsolidated joint ventures

          (.30)

Adjustments for non-controlling interests

  (.01) (.01) .08  (.01) (.01)

NAREIT funds from operations per share of common stock

  1.94  1.90  1.97  1.75  1.66 

Deduct: straight-line rent accruals and amortization of lease intangibles

  (.07) (.16) (.10) (.10) (.07)

Add: our share of straight-line rent accruals and amortization of lease intangibles of unconsolidated joint ventures

           

Deduct: lease termination fee income

      (.17) (.08)  

Add: amortization of restricted stock compensation

  .17  .17  .14  .11  .09 

Add: prepayment costs on debt

    .03  .03  .10  .01 

Add: amortization and write-off of deferred financing costs

  .05  .05  .06  .06  .06 

Add: our share of amortization and write-off of deferred financing costs of unconsolidated joint ventures

           

Adjustments for non-controlling interests

      (.01)    

Adjusted funds from operations per share of common stock

 $2.09 $1.99 $1.92 $1.84 $1.75 

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Item 7.    Management's Discussion and Analysis of Financial Condition and Results of Operations.

Overview

        We are a self-administered and self-managed real estate investment trust. We are focused on acquiring, owning and managing a geographically diversified portfolio of industrial, retail (including furniture stores and supermarkets)The $10.7 million, or 21.5%, restaurant, health and fitness and theater properties, many of which are subject to long-term leases. Most of our leases are "net leases" under which the tenant, directly or indirectly, is responsible for paying the real estate taxes, insurance and ordinary maintenance and repairs of the property. As of December 31, 2017, we own 113 properties and our joint ventures own five properties. These 118 properties are locateddecrease in 30 states.

        We face a variety of risks and challenges in our business. As more fully described under "Item 1A. Risk Factors", we, among other things, face the possibility we will not be able to acquire accretive properties on acceptable terms, lease our properties on terms favorable to us or at all, our tenants may not be able to pay their rental and other obligations and we may not be able to renew or relet, on acceptable terms, leases that are expiring or otherwise terminating.

        We seek to manage the risk of our real property portfolio and the related financing arrangements by diversifying among types of properties, industries, locations, tenants, scheduled lease expirations, mortgage maturities and lenders, and by seeking to minimize our exposure to interest rate fluctuations. As a result, as of December 31, 2017:

        We monitor the risk of tenant non-payments through a variety of approaches tailored to the applicable situation. Generally, based on our assessment of the credit risk posed by our tenants, we monitor a tenant's financial condition through one or more of the following actions: reviewing tenant financial statements or other financial information, obtaining other tenant related information, regular


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contact with tenant's representatives, tenant credit checks and regular management reviews of our tenants. We may sell a property if the tenant's financial condition is unsatisfactory.

        In acquiring properties, we balance an evaluation of the terms of the leases and the credit of the existing tenants with a fundamental analysis of the real estate to be acquired, which analysis takes into account, among other things, the estimated value of the property, local demographics and the ability to re-rent or dispose of the property on favorable terms upon lease expiration or early termination.

        We are sensitive to the risks facing the retail industry as a result of the growth of e-commerce. We are addressing our exposure to the retail industry by seeking to acquire industrial properties that we believe capitalize on e-commerce activities, such as e-commerce distribution and warehousing facilities, and by being especially selective in acquiring retail properties. As a result, retail properties generated 43.3%, 46.1% and 49.5%, of rental income, net, in 2017, 2016 and 2015 respectively, and industrial properties generated 34.1%, 30.8% and 27.3% of rental income, net, in 2017, 2016, 2015, respectively .

2017 Highlights

        In 2017:

    our rental income, net, increased by $4.1 million, or 6.4%, from 2016.

    we acquired four properties for an aggregate purchase price of $43.2 million. The acquired properties account for $3.1 million or 4.6%, of our 2018 contractualnet increase in rental income.

    we sold four properties, three of which were vacant (i.e. properties formerly tenanted by hhgregg—Niles, Illinois, Sports Authority and Joe's Crab Shack) for a net gain on sale of real estate of $9.8 million. The properties sold accounted for 0.5% and 2.6% of 2017 and 2016 rental income net, respectively.

    we obtained proceeds of $21.2 million from mortgage financings, all of which relate to properties acquired in 2017.

    we increased our quarterly dividend by 4.7% to $0.45 per share, commencing with the dividend declared in December 2017 and paid in January 2018.

    we raised net proceeds of approximately $5.6 million from the issuance of 231,000 shares of common stock pursuant to our at-the-market equity offering program.

    we re-leased four vacant properties or portions thereof (i.e., properties formerly tenanted by Pathmark, Philadelphia, PA; Quality Bakery, Columbus, OH; Payless Shoe Source, Seattle, WA; and a portion of a property located in Ronkonkoma, NY) . In 2017, we incurred an aggregate of approximately $739,000 of real estate operating expenses in carrying such properties. In 2018, we will generate an aggregate of $1.2 million of rental income from such properties and in the future, will not be responsible for the related operating expenses.

Challenges Facing Certain Retail Tenants

        Four tenants at four retail properties have ceased operations (or have advised they intend to cease operations prior to the expiration of their lease) and continue to pay rent. At December 31, 2017, the unbilled rent receivable balance, tenant origination costs and unamortized intangible lease liabilities associated with these properties were $195,000, $972,000, and $4.5 million, respectively. These properties account for $2.3 million, or 3.4%, of our contractual rental income and the weighted average remaining lease term for these tenants at these properties is 3.1 years.

        We own interests in three properties tenanted by Kmart Holdings Corp. and its subsidiaries. Kmart and its parent, Sears Holding Corporation, have experienced financial difficulties for several years. During 2017, Kmart closed two stores owned by our unconsolidated joint ventures at properties located


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in Savannah, Georgia and Manahawkin, New Jersey. Our share of the aggregate annual base rent at those two properties is $510,000 and the leases expire in November 2018 and July 2019. The 2018 contractual rental income associated with our third Kmart property is $522,000, and the lease at this property, which Kmart recently extended, expires in 2023.

        In light of the difficulties these retail tenants are experiencing, it is possible that they may cease paying rent and/or we may not be able to re-lease the property on a timely basis. Though a tenant may close a store prior to lease expiration, such closure, without a bankruptcy or similar filing, does not relieve it of its obligation to pay rent. If these tenants stop paying rent, and we are unable to re-lease these properties on an as favorable and a timely basis, we may be adversely effected.

New Accounting Standards

        We (i) have determined that the adoption of the New Revenue Recognition Standards, as such term is used in Note 2 of our consolidated financial statements, will not have a material impact on our consolidated financial statements and (ii) are evaluating the impact on our consolidated financial statements, if any, resulting from the guidance issued by the Financial Accounting Standards Board in February 2016 with the respect to the treatment of leases. See Note 2 of our consolidated financial statements.

Transaction Subsequent to December 31, 2017

        On January 30, 2018, we sold a multi-tenant retail property located in Fort Bend, Texas, in which we held an 85% interest, with an aggregate of 42,446 square feet for gross proceeds of $9.2 million and paid off the $4.4 million mortgage. In the quarter ending March 31, 2018, we anticipate recognizing a gain on this sale of approximately $2.4 million. The non-controlling interest's share of the gain from the transaction will be approximately $800,000. In 2017, this property accounted for $732,000 of rental income and an aggregate of $448,000 of real estate operating expenses (net of tenant reimbursements), depreciation and amortization and interest expense.

Changes to Federal Tax Laws

        On December 22, 2017, the Tax Act was enacted. The Tax Act makes significant changes to the U.S. federal income tax rules for taxation of individuals and corporations, generally effective for taxable years beginning after December 31, 2017. While the changes in the Tax Act generally appear to be favorable with respect to REITs, the extensive changes to non-REIT provisions in the Code may have unanticipated effects on us or our stockholders.

Results of Operations

“—Comparison of Years Ended December 31, 20172023 and 20162022” for further information regarding these changes.

Revenues

The following table compares total revenues for the periods indicated:

 
 Year Ended
December 31,
  
  
 
 
 Increase
(Decrease)
  
 
(Dollars in thousands)
 2017 2016 % Change 

Rental income, net

 $68,244 $64,164 $4,080  6.4 

Tenant reimbursements

  7,672  6,424  1,248  19.4 

Total revenues

 $75,916 $70,588 $5,328  7.5 

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        Rental income, net.    The$466,000, or 1.1%, increase is due to:

    $5.2 million from properties acquired in 2016,

    $1.6 million from properties acquired in 2017,

    $267,000 of rental income from a tenant whose lease commenced April 1, 2016 at our Joppa, Maryland property, and

    $201,000 of annual percentage rent income received from three tenants.

        Offsetting the increases are decreases of:

    $1.2 million representing the 2016 rental income from properties sold during 2016,

    $1.3 million representing the 2016 rental income from properties sold during 2017,

    $496,000 representing the 2016 rental income from a property formerly tenanted by Quality Bakery, which lease expired November 2016, and is now re-tenanted, and

    $277,000 relating to a property formerly tenanted by hhgregg (that is vacant) and a property formerly tenanted by Payless ShoeSource (that has re-leased).

        Tenant reimbursements.    Real estate tax and operating expense reimbursements increased due primarily to reimbursements of approximately $855,000 and $377,000 from properties acquired in 2016 and 2017, respectively. Tenant reimbursements generally relate to real estate expenses incurred in the same period.

Operating Expenses

        The following table compares operating expenses for the periods indicated:

 
 Year Ended
December 31,
  
  
 
 
 Increase
(Decrease)
  
 
(Dollars in thousands)
 2017 2016 % Change 

Operating expenses:

             

Depreciation and amortization

 $20,993 $18,164 $2,829  15.6 

General and administrative

  11,279  10,693  586  5.5 

Real estate expenses

  10,736  8,931  1,805  20.2 

Real estate acquisition costs

    596  (596) (100.0)

Federal excise and state taxes

  481  203  278  136.9 

Leasehold rent

  308  308     

Impairment loss

  153    153  n/a 

Total operating expenses

  43,950  38,895  5,055  13.0 

Operating income

 $31,966 $31,693 $273  0.9 

        Depreciation and amortization.    The increase is due primarily to increases of: (i) $1.6 million and $761,000 of depreciation and amortization expense on the properties acquired in 2016 and 2017, respectively, and (ii) an aggregate $884,000 of write-offs of tenant origination costs related to the hhgregg and Joe's Crab Shack properties. The increase was offset by $433,000 due to the sales of properties in 2016 and 2017. We estimate that depreciation and amortization in 2018 related to the properties acquired in 2017 will be approximately $1.5 million.

        General and administrative.    The increase is due primarily to increases of: (i) $278,000 in compensation expense primarily due to higher compensation levels; (ii) $166,000 in non-cash


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compensation expense related to the accelerated vesting of restricted stock due to the retirement of a non-management director; and (iii) $142,000 for other miscellaneous expenses.

        Real estate expenses.    The increase is due primarily to an increase of $1.3 million from properties acquired in 2016 and 2017; substantially all these expenses are rebilled to tenants and are included in Tenant reimbursements. Also contributing to the increase are: (i) $435,000 related to properties formerly tenanted by Quality Bakery and hhgregg-Crystal Lake, Illinois; and (ii) $245,000 related to the hhgregg-Niles, Illinois property that we sold. The increase was offset by a decrease of $197,000 of expenses related to the vacant property formerly tenanted by Sports Authority, which was sold in May 2017.

        Real estate acquisition costs.    The expense in 2016 primarily relates to properties purchased that year. As a result of the adoption of ASU 2017-01 in January 2017, asset acquisition costs of $387,000 in 2017 were capitalized to the related real estate assets.

        Federal excise and state taxes.    The increase primarily relates to an annual state franchise tax resulting from the 2016 and 2017 purchase of two properties located in Tennessee.

        Impairment loss.    In 2017, we recorded an impairment loss of $153,000 with respect to our property formerly tenanted by Joe's Crab Shack, which was sold in November 2017. There was no similar loss in the prior year.

Other Income and Expenses

        The following table compares other income and expenses for the periods indicated:

 
 Year Ended
December 31,
  
  
 
 
 Increase
(Decrease)
  
 
(Dollars in thousands)
 2017 2016 % Change 

Other income and expenses:

             

Equity in earnings of unconsolidated joint ventures

 $826 $1,005 $(179) (17.8)

Prepayment costs on debt

    (577) (577) (100.0)

Other income

  407  435  (28) (6.4)

Interest:

             

Expense

  (17,810) (17,258) 552  3.2 

Amortization and write-off of deferred financing costs

  (977) (904) 73  8.1 

Income before gain on sale of real estate, net

  14,412  14,394  18  0.1 

        Equity in earnings of unconsolidated joint ventures.    The 2016 income includes our 50% share, or $146,000, of income obtained for permanent utility easements granted at two properties. There was no such income during 2017.

        Prepayment costs on debt.    These costs were incurred in connection with the property sales and the payoff, prior to the stated maturity, of the related mortgage debt in 2016, primarily relating to the sales of several properties.

        Other income.    Other income in 2017 includes $243,000 paid to us by a former tenant in connection with the resolution of a dispute, and $74,000 that we received for easements on a property sold in 2017. Other income in 2016 includes $356,000 that we received for such easements.


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        Interest expense.    The following table summarizes interest expense for the periods indicated:

 
 Year Ended
December 31,
 ��
  
 
 
 Increase
(Decrease)
  
 
(Dollars in thousands)
 2017 2016 % Change 

Interest expense:

             

Credit facility interest

 $478 $590 $(112) (19.0)

Mortgage interest

  17,332  16,668  664  4.0 

Total

 $17,810 $17,258 $552  3.2 

    Credit facility interest

        The decrease in 2017AFFO is due to the $11.2factors impacting FFO as described immediately above, excluding the (i) $5.4 million decrease in the weighted average balance outstanding under our line of credit. The decrease was offset by an increase of 64 basis points in the average interest rate due to the increase in the one month LIBOR rate and an increase of $81,000 in the unused facility fee primarily resulting from the $25.0Round Rock Settlement, (ii) $4.6 million increase in our borrowing capacity under the facility.

    Mortgage interest

        The following table reflects the average interest rate on the average principal amount of outstanding mortgage debt during the applicable year:

 
 Year Ended
December 31,
  
  
 
 
 Increase
(Decrease)
  
 
(Dollars in thousands)
 2017 2016 % Change 

Average interest rate on mortgage debt

  4.31% 4.61% (.30)% (6.5)

Average principal amount of mortgage debt

 $399,086 $361,645 $37,441  10.4 

        The increase is due primarily to the increase in the average principal amount of mortgage debt outstanding, offset by a decrease in the average interest rate on outstanding mortgage debt. The increase in the average balance outstanding is due substantially to mortgage debt of $72.9 million incurred in connection with properties acquired in 2016 and 2017 and the financing or refinancing of $51.5 million of mortgage debt, net of refinanced amounts, in connection with properties acquired prior to 2016. The decrease in the average interest rate is due to the financing (including financings effectuated in connection with acquisitions) or refinancing in 2017 and 2016 of $158.8 million of gross mortgage debt (including $34.4 million of refinanced amounts) with an average interest rate of approximately 3.7%.

        We estimate that in 2018, the mortgage interest expense associated with the properties acquired in 2017 will be approximately $973,000. Interest expense for these properties in 2017 was $374,000.

    Gain on sale of real estate, net.

        The following table compares gain on sale of real estate, net:

 
 Year Ended
December 31,
  
  
 
 
 Increase
(Decrease)
  
 
(Dollars in thousands)
 2017 2016 % Change 

Gain on sale of real estate, net

 $9,837 $10,087 $(250) (2.5)

        The gain in 2017 was realized from the saleslitigation settlement proceeds from The Vue (included in rental income), and (iii) $918,000 of the Greenwood Village, Colorado property, the Kohl's property in Kansas City, Missouri, and the former hhgregg property in Niles, Illinois. income on insurance recovery from casualty loss.

See "—“—Comparison of Years Ended December 31, 20162023 and 2015—Other Income and Expenses2022" for further information regarding these changes.

Diluted per share FFO and AFFO were impacted negatively in the gain on saleyear ended December 31, 2023 by an average increase from December 31, 2022 of approximately 114,000 in 2016.


Tablethe weighted average number of Contentsshares of common stock outstanding as a result of stock issuances pursuant to the equity incentive and dividend reinvestment, offset by the Company’s repurchase of shares during 2023.

Comparison of Years Ended December 31, 20162022 and 20152021

RevenuesAs we qualify as a smaller reporting company, this comparison is omitted in accordance with Instruction 1 to Item 303(a) of Regulation S-K.

        The following table compares total revenues for the periods indicated:41

 
 Year Ended
December 31,
  
  
 
 
 Increase
(Decrease)
  
 
(Dollars in thousands)
 2016 2015 % Change 

Rental income, net

 $64,164 $58,973 $5,191  8.8 

Tenant reimbursements

  6,424  3,852  2,572  66.8 

Lease termination fees

    2,886  (2,886) (100.0)

Total revenues

 $70,588 $65,711 $4,877  7.4 

        Rental income, net.    The increase is due primarily to (i) $4.4 million earned from 11 properties acquired in 2016 and $2.7 million from seven properties acquired in 2015; (ii) the $530,000 write-off against rental income in 2015 of the entire balance of unbilled rent receivable and the intangible lease asset related to the 2015 lease termination fees described below; and (iii) $383,000 from three replacement tenants that leased vacant space at one of our El Paso, Texas properties.

        Offsetting the increase are decreases of (i) $2.1 million due to the 2016 sale of 12 properties (the "2016 Sold Properties"), including a portfolio of eight convenience stores (the "Pantry Portfolio"); and (ii) $909,000 from three vacant properties which were leased to Pathmark, Sports Authority and Quality Bakery (the "Vacant Properties"). During 2016, Pathmark did not generate rental income and Sports Authority and Quality Bakery generated an aggregate of $751,000 of rental income.

        Tenant reimbursements.    Real estate tax and operating expense reimbursements in 2016 increased by (i) $781,000 and $644,000 from the properties acquired in 2016 and 2015, respectively, and (ii) $1.1 million from other properties in our portfolio. We recognized an equivalent amount of real estate expense for these tenant reimbursements.

        Lease termination fees.    In 2015, we received lease termination fees of $2.9 million in lease buy-out transactions and re-leased substantially all of such premises simultaneously with the lease terminations. There were no such fees in 2016.

Operating Expenses

        The following table compares operating expenses for the periods indicated:

 
 Year Ended
December 31,
  
  
 
 
 Increase
(Decrease)
  
 
(Dollars in thousands)
 2016 2015 % Change 

Operating expenses:

             

Depreciation and amortization

 $18,164 $16,384 $1,780  10.9 

General and administrative

  10,693  9,527  1,166  12.2 

Real estate expenses

  8,931  6,047  2,884  47.7 

Real estate acquisition costs

  596  449  147  32.7 

Federal excise and state taxes

  203  343  (140) (40.8)

Leasehold rent

  308  308     

Total operating expenses

  38,895  33,058  5,837  17.7 

Operating income

 $31,693 $32,653 $(960) (2.9)

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        Depreciation and amortization.    Approximately $1.5 million and $932,000 of the increase is due to depreciation expense on the properties acquired in 2016 and 2015, respectively, approximately $365,000 of the increase is due to depreciation on property improvements and approximately $94,000 is due to amortization of leasing commissions. Offsetting these increases are decreases in 2016 of (i) $440,000 of expenses related to the 2016 Sold Properties and (ii) $657,000 of amortization and write-offs of intangibles and lease commissions. The $657,000 includes a $380,000 write-off of tenant origination costs in 2015 related to the Pathmark property and the balance relates primarily to the write-off of intangibles and lease commissions with respect to leases that expired or terminated in 2015 and 2016.

        General and administrative.    Contributing to the increase were increases of: (i) $649,000 in non-cash compensation expense primarily related to the increase in the number of shares of restricted stock granted in 2016 and the higher fair value of the awards granted in 2016 in comparison to the awards granted in 2011 that vested in 2016; (ii) $286,000 for third party audit and audit related services; and (iii) $97,000 in compensation expense payable to our full and part time personnel, primarily due to higher levels of compensation.

        Real estate expenses.    The increase in 2016 is due primarily to increases of $1.4 million from properties acquired in 2015 and 2016 and $719,000 from other properties in our portfolio. Most of these increases are rebilled to tenants and are included in Tenant reimbursement revenues. Also contributing to the increase in 2016 are $587,000 of expenses related to taxes and maintenance of the Vacant Properties and $165,000 due to the change in which property management fees are determined pursuant to the Compensation and Services Agreement.

        Real estate acquisition costs.    The increase is due to increased acquisition activity in 2016.

        Federal excise and state taxes.    We incurred Federal excise tax of $174,000 in 2015 and $6,000 in 2016 because profitable property sales resulted in calendar year distributions to stockholders being less than the amount required to be distributed during such year. In 2016, we deferred a $6.8 million taxable gain on a property sale through an IRC Section 1031 exchange.

Other Income and Expenses

        The following table compares other income and expenses for the periods indicated:

 
 Year Ended
December 31,
  
  
 
 
 Increase
(Decrease)
  
 
(Dollars in thousands)
 2016 2015 % Change 

Other income and expenses:

             

Equity in earnings of unconsolidated joint ventures

 $1,005 $412 $593  143.9 

Purchase price fair value adjustment

    960  (960) (100.0)

Prepayment costs on debt

  (577) (568) 9  1.6 

Other income

  435  108  327  302.8 

Interest:

             

Expense

  (17,258) (16,027) 1,231  7.7 

Amortization and write-off of deferred financing costs

  (904) (1,023) (119) (11.6)

Income before gain on sale of real estate, net

  14,394  16,515  (2,121) (12.8)

        Equity in earnings of unconsolidated joint ventures.    The increase in 2016 is due primarily to an increase of $633,000 in our share of income from the Manahawkin, New Jersey retail center which was acquired in June 2015. The year ended December 31, 2015 included our $400,000 share of acquisition expenses associated with the purchase of this center.

        Purchase price fair value adjustment.    In connection with the acquisition of our joint venture partner's 50% interest in a property located in Lincoln, Nebraska, we recorded this adjustment,


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representing the difference between the book value of the preexisting equity investment on the purchase date of March 31, 2015 and the fair value of the investment.

        Prepayment costs on debt.    These costs were incurred primarily in connection with property sales and the payoff, prior to the stated maturity, of the related mortgage debt. In 2016, these costs related primarily to the sales of the Tomlinson, Pennsylvania property and the Pantry Portfolio. In 2015, these costs related primarily to the sale of the Cherry Hill, New Jersey property.

        Other income.    As a result of a partial condemnation of land and easements obtained by the Colorado Department of Transportation ("CDOT") at our Greenwood Village, Colorado property, we received $509,000 from CDOT, of which $356,000 is attributable to easements and is included in Other income in 2016. See "—Gain on sale of real estate, net" below for the gain resulting from the balance.

        Interest expense.    The following table summarizes interest expense for the periods indicated:

 
 Year Ended
December 31,
  
  
 
 
 Increase
(Decrease)
  
 
(Dollars in thousands)
 2016 2015 % Change 

Interest expense:

             

Credit facility interest

 $590 $594 $(4) (.7)

Mortgage interest

  16,668  15,433  1,235  8.0 

Total

 $17,258 $16,027 $1,231  7.7 

    Credit facility interest

        The decrease in 2016 is due to the $3.8 million decrease in the weighted average balance outstanding under our line of credit, offset by an increase of 28 basis points in the average interest rate from 1.95% to 2.23%, as well as an increase in the unused fee resulting from a $25.0 million increase in our borrowing capacity in connection with the November 2016 amendment and restatement of the credit facility.

    Mortgage interest

        The following table reflects the average interest rate on the average principal amount of outstanding mortgage debt during the applicable year:

 
 Year Ended
December 31,
  
  
 
 
 Increase
(Decrease)
  
 
(Dollars in thousands)
 2016 2015 % Change 

Interest rate on mortgage debt

  4.61% 4.96% (.35)% (7.1)

Principal amount of mortgage debt

 $361,645 $310,991 $50,654  16.3 

        The increase in mortgage interest expense is due to the increase in the average principal amount of mortgage debt outstanding, offset by a decrease in the average interest rate on outstanding mortgage debt. The increase in the average balance outstanding is substantially due to the incurrence of mortgage debt of $89.5 million in connection with properties acquired in 2015 and 2016 and the financing or refinancing of $85.2 million of mortgage debt, net of refinanced amounts, in connection with properties acquired prior to 2015. The decrease in the average interest rate is due to the financing (including financings effectuated in connection with acquisitions) or refinancing in 2016 and 2015 of $217.2 million of gross mortgage debt (including $42.6 million of refinanced amounts) with an average interest rate of approximately 3.8%.


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        Amortization and write-off of deferred financing costs.    The decrease in 2016 is primarily due to the write-off in 2015 of $249,000 relating to the sale of the Cherry Hill, New Jersey property. This decrease was offset by the write-off and increased amortization in 2016 of $66,000 relating to the new line of credit and other write-offs of $57,000 relating to property sales.

    Gain on sale of real estate, net.

        The following table compares gain on sale of real estate, net,:

 
 Year Ended
December 31,
  
  
 
 
 Increase
(Decrease)
  
 
(Dollars in thousands)
 2016 2015 % Change 

Gain on sale of real estate, net

 $10,087 $5,392 $4,695  87.1 

        The gain for 2016 was realized from (i) the sales of 12 properties, including the Pantry Portfolio and (ii) a $116,000 gain on the partial condemnation of land at our former Sports Authority property in Greenwood Village, Colorado. The 2015 gain was realized from the January 2015 sale of the Cherry Hill, New Jersey property. The minority partner's share of the gain on the Cherry Hill, New Jersey property was $1.3 million, which is the primary reason for the decrease in net income attributable to non-controlling interests for 2016 as compared to 2015.

Liquidity and Capital Resources

Our sources of liquidity and capital include cash flow from operations, cash and cash equivalents, borrowings under our revolving credit facility, refinancing existing mortgage loans, obtaining mortgage loans secured by our unencumbered properties, issuance of our equity securities and property sales. In 2017,2023, we obtained $21.2approximately (i) $46.6 million of net proceeds from property sales (after giving effect to our share of $11.3 million of mortgage debt repayments and $1.8 million of seller-financing), (ii) $22.6 million of proceeds from mortgage financings $5.6(after giving effect to $13.8 million of netrefinanced amounts) and (iii) $4.6 million from the litigation settlement proceeds from the sale of our common stock pursuant to our at-the-market equity offering program and $5.9 million from a fixed rent payment, which is deferred over the lease term, received from a ground lease tenant in connection with its obtaining supplemental mortgage financing. See Note 7 to our consolidated financial statements.The Vue. Our available liquidity at March 5, 20181, 2024 was approximately $102.8$123.9 million, including approximately $6.7$23.9 million of cash and cash equivalents (net of(including the credit facility'sfacility’s required $3.0 million average deposit maintenance balance) and, subject to borrowing base requirements, up to $96.1$100.0 million available under our revolving credit facility.

    Liquidity and Financing

We expect to meet our short term (i.e., one year or less) and long term (i) operating cash requirements (including debt service and dividends)anticipated dividend payments) principally from cash flow from operations and (ii) capital requirements of $4.2 million of building expansion and improvements at our property tenanted by L-3 located in Hauppauge, NY, from cash flow from operations, our available cash and cash equivalents, proceeds from the sale of our common stock and, to the extent permitted and needed, our credit facility. Wefacility and our joint venture partner are also contemplating a significant redevelopment(ii) investing and financing cash requirements (including an estimated aggregate of our multi-tenant shopping center in Manahawkin, New Jersey—we anticipate that$2.7 million of capital expenditures) from the capital expenditures that may be incurred if such property is redeveloped will be funded by the foregoing, sources as well as equity contributions from usproperty financings, property sales and sales of our joint venture partner.


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The following table sets forth, as of December 31, 2017,2023, information with respect to our mortgage debt that is payable from January 20182024 through December 31, 2020 (excluding our unconsolidated joint ventures):

(Dollars in thousands)
 2018 2019 2020 Total 

Amortization payments

 $10,188 $11,125 $11,901 $33,214 

Principal due at maturity

  10,260  3,485    13,745 

Total

 $20,448 $14,610 $11,901 $46,959 

        At December 31, 2017, our unconsolidated joint ventures had first mortgages on four properties with outstanding balances aggregating approximately $35.0 million, bearing interest at rates ranging from 3.49% to 5.81% (i.e., a 4.07% weighted average interest rate) and maturing between 2018 and 2025 (i.e., a weighted average remaining term to maturity of 6.1 years).2026:

(Dollars in thousands)

    

2024

    

2025

    

2026

    

Total

Amortization payments

$

11,873

$

10,627

$

10,491

$

32,991

Principal due at maturity

 

49,906

 

30,850

 

19,179

 

99,935

Total

$

61,779

$

41,477

$

29,670

$

132,926

We intend to make debt amortization payments from operating cash flow and, though no assurance can be given that we will be successful in this regard, generally intend to refinance, extend or payoff the mortgage loans which mature in 20182024 through 2020.2026. We intend to repay the amounts not refinanced or extended from our existing funds and sources of funds, including our available cash, proceeds from the sale of our common stock and our credit facility (to the extent available).

We continually seek to refinance existing mortgage loans on terms we deem acceptable to generate additional liquidity. Additionally, in the normal course of our business, we sell properties when we determine that it is in our best interests, which also generates additional liquidity. Further, since eachalthough we have done so infrequently and primarily in the context of our encumbered properties isa tenant default at a property for which we have not found a replacement tenant, if we believe we have negative equity in a property subject to a non-recourse mortgage (with standard carve-outs), if our in-house evaluation of the market value of such property is less than the principal balance outstanding on the mortgage loan, we may determine to convey in certain circumstances, such property to the mortgagee in order to terminate our mortgage obligations, including payment of interest, principal and real estate taxes, with respect to such property.

Typically, we utilize funds from our credit facility to acquire a property and, thereafter secure long-term, fixed rate mortgage debt on such property. We apply the proceeds from the mortgage loan to repay borrowings under the credit facility, thus providing us with the ability to re-borrow under the credit facility for the acquisition of additional properties.

Credit Facility42

        Subject to borrowing base requirements, we can borrow up to $100.0 million pursuant to our revolving credit facility which is available to us for the acquisition of commercial real estate, repayment of mortgage debt, property improvements and general working capital purposes; provided, that if used for property improvements and working capital purposes, the amount outstanding for such purposes will not exceed the lesser of $15.0 million and 15% of the borrowing base and if used for working capital purposes, will not exceed $10.0 million. The facility matures December 31, 2019 and bears interest equal to the one month LIBOR rate plus the applicable margin. The applicable margin ranges from 175 basis points if our ratio of total debt to total value (as calculated pursuant to the facility) is equal to or less than 50%, increasing to a maximum of 300 basis points if such ratio is greater than 65%. The applicable margin was 175 basis points for 2016 and 2017. There is an unused facility fee of 0.25% per annum on the difference between the outstanding loan balance and $100.0 million. The credit facility requires the maintenance of $3.0 million in average deposit balances. For 2017, the average interest rate on the facility was approximately 2.87% and as of March 6, 2018, the rate on the facility was 3.33%.

        The terms of our revolving credit facility include certain restrictions and covenants which limit, among other things, the incurrence of liens, and which require compliance with financial ratios relating


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to, among other things, the minimum amount of tangible net worth, the minimum amount of debt service coverage, the minimum amount of fixed charge coverage, the maximum amount of debt to value, the minimum level of net income, certain investment limitations and the minimum value of unencumbered properties and the number of such properties. Net proceeds received from the sale, financing or refinancing of properties are generally required to be used to repay amounts outstanding under our credit facility. At December 31, 2017, we were in compliance in all material respects with the covenants under this facility.

Material Contractual Obligations

The following sets forth our material contractual obligations as of December 31, 2017:2023:

Payment due by period

    

Less than

    

    

    

More than

    

(Dollars in thousands)

1 Year

1 ‑ 3 Years

4 ‑ 5 Years

5 Years

Total

Mortgages payable—interest and amortization

$

28,774

$

48,305

$

39,267

$

64,299

$

180,645

Mortgages payable—balances due at maturity

 

49,906

 

50,029

 

68,679

 

168,560

 

337,174

Credit facility (1)

 

 

 

 

Purchase obligations (2)

 

4,172

 

7,425

 

7,329

 

161

 

19,087

Total

$

82,852

$

105,759

$

115,275

$

233,020

$

536,906

(1)At December 31, 2023 there was no balance outstanding on the credit facility. We may borrow up to $100.0 million pursuant to such facility, subject to compliance with borrowing base requirements. At December 31, 2023, after giving effect to such borrowing base requirements, $100.0 million was available to be borrowed. The facility expires December 31, 2026. See “—Credit Facility”.
(2)Assumes that $3.6 million will be payable annually during the next five years pursuant to the compensation and services agreement. Excludes (i) approximately $2.7 million of capital expenditures to be incurred in the ordinary course of business in connection with tenant improvements (including $1.2 million in connection with the Havertys Furniture lease extensions), (ii) amounts required to acquire properties, and (iii) the potential funding in 2024 for capital expenditures and operating cash flow shortfalls at The Vue, which amount, if any, has not been definitively determined. See “—General Challenges and Uncertainties,and—Challenges and Uncertainties Facing Certain Properties and Tenants—The Vue”.
 
 Payment due by period 
(Dollars in thousands)
 Less than
1 Year
 1 - 3 Years 4 - 5 Years More than
5 Years
 Total 

Contractual Obligations

                

Mortgages payable—interest and amortization

 $26,833 $53,376 $52,190 $110,928 $243,327 

Mortgages payable—balances due at maturity

  10,260  3,485  40,002  214,048  267,795 

Credit facility(1)

    9,400      9,400 

Purchase obligations(2)

  7,520  6,425  5,895    19,840 

Total

 $44,613 $72,686 $98,087 $324,976 $540,362 

(1)
Represents the amount outstanding at December 31, 2017. We may borrow up to $100.0 million under such facility.

(2)
Assumes that (i) $2.9 million will be payable annually during the next five years pursuant to the compensation and services agreement and (ii) $4.2 million will be spent in contractually required building expansion and tenant improvements at the L-3, Hauppauge, New York property in 2018. Excludes $3.0 million for tenant improvements at our Greensboro, North Carolina property, which obligation was satisfied in January 2018.

As of December 31, 2017,2023, we had $392.5$422.6 million of mortgage debt outstanding, (excluding mortgage indebtedness of our unconsolidated joint ventures), all of which is non-recourse (subject to standard carve-outs). We expect that mortgage interest and amortization payments (excluding repayments of principal at maturity) of approximately $80.2$77.1 million due through 20202026 will be paid primarily from cash generated from our operations. We anticipate that principal balances due at maturity through 20202026 of $13.7$99.9 million will be paid primarily from cash and cash equivalents and mortgage financings and refinancings. If we are unsuccessful in refinancing our existing indebtedness or financing our unencumbered properties, our cash flow, funds available under our credit facility and available cash, if any, may not be sufficient to repay all debt obligations when payments become due, and we may need to issue additional equity, obtain long or short-termshort- term debt, or dispose of properties on unfavorable terms.


Credit Facility

Our credit facility provides that subject to borrowing base requirements, we can borrow up to $100.0 million for the acquisition of commercial real estate, repayment of mortgage debt, and renovation and operating expense purposes; provided, that if used for renovation and operating expense purposes, the amount outstanding for such purposes will not exceed the lesser of $40.0 million and 40% of the borrowing base. See “Liquidity and Capital Resources”. The facility matures December 31, 2026 and bears interest equal to 30-day SOFR plus the applicable margin. The applicable margin ranges from 175 basis points if our ratio of total debt to total value (as calculated pursuant to the facility) is equal to or less than 50%, increasing to a maximum of 275 basis points if such ratio is greater than 60%. The applicable margin was 175 basis points for each of 2023 and 2022. There is an unused facility fee of 0.25% per annum on the difference between the outstanding loan balance and $100.0 million. The credit facility requires the maintenance of $3.0 million in average deposit balances. For 2023, the weighted average interest rate on the facility was approximately 6.69% and as of February 29, 2024, the rate on the facility was 7.08%.

The terms of our credit facility include certain restrictions and covenants which may limit, among other things, the incurrence of liens, and which require compliance with financial ratios relating to, among other things, the minimum amount of tangible net worth, the minimum amount of debt service coverage, the minimum amount of fixed charge coverage, the maximum amount of debt to value, the minimum level of net income, certain investment limitations and the minimum value of unencumbered properties and the number of such properties.

43

StatementNet proceeds received from the sale, financing or refinancing of Cash Flowsproperties are generally required to be used to repay amounts outstanding under our credit facility.

        The following discussion

Inflation

We are exposed to inflation risk as income from long-term leases is the primary source of our cash flows is basedfrom operations. Approximately 69% of our leases contain provisions intended to mitigate the impact of inflation. These provisions generally increase rental rates during the terms of the leases either at fixed rates or indexed escalations (based on the consolidated statementsConsumer Price Index or other measures). In addition, many of cash flows and is not meantour leases require the tenant to bepay, or reimburse us for our payment of, all or a comprehensive discussionmajority of the changes inproperty’s operating expenses, including real estate taxes, utilities, insurance and building repairs, which may also mitigate our cash flows forrisks associated with rising costs. However, these rent escalation provisions may not adequately offset the years presented.

 
 For the Years ended December 31, 
(Dollars in thousands)
 2017 2016 2015 

Cash flow provided by operating activities

 $44,557 $31,405 $34,484 

Cash flow used in investing activities

  (23,444) (80,911) (73,498)

Cash flow (used in) provided by financing activities

  (24,767) 54,190  31,406 

Net (decrease) increase in cash and cash equivalents

  (3,654) 4,684  (7,608)

Cash and cash equivalents at beginning of year

  17,420  12,736  20,344 

Cash and cash equivalents at end of year

 $13,766 $17,420 $12,736 

        Our principal sourceeffects of operating cash flow isinflation.

Inflation may also affect the net funds generated from the operationoverall cost of our properties. Our properties provide a relatively consistent stream of cash flow that provides usunhedged debt (i.e., primarily debt incurred pursuant to our credit facility) and mortgage debt we may incur in the future. (The interest rate risk associated with resources to pay operating expenses, debt service and fund quarterly dividend requirements.

        The decrease in cash used in investing activities during 2017 compared to 2016 is due primarily to the decrease in purchases of real estate in 2017, offset by the decrease in net proceeds from sales of real estate in 2017.

        The increase in cash flow used in financing activities during 2017 compared to 2016 is due primarily to the net decrease of $65.6 million in financings/repayments of mortgages payable and to a lesser extent, the net increase of $7.7 million in repayments (net of proceeds from drawdowns) on the credit facility in 2017. The increase in cash flow used in financing activities also resulted from a $20.2 million decrease in net proceeds from the salesubstantially all of our common stock in 2017.current mortgage debt is either mitigated through long-term fixed interest rate loans and interest rate hedges). Increasing interest rates on acquisition mortgage debt limits the acquisition opportunities we can pursue and reduces the prices at which we sell our properties.

    Cash

    Distribution Policy

We have elected to be taxed as a REIT under the Internal Revenue Code of 1986, as amended. Accordingly, to qualify as a REIT, we must, among other things, meet a number of organizational and operational requirements, including a requirement that we distribute currently at least 90% of our ordinary taxable income to our stockholders. It is our current intention to comply with these requirements and maintain our REIT status. As a REIT, we generally will not be subject to corporate federal, state or local income taxes on taxable income we distribute currently (in accordance with the Internal Revenue Code and applicable regulations) to our stockholders. If we fail to qualify as a REIT in any taxable year, we will be subject to federal, state and local income taxes at regular corporate rates and may not be able to qualify as a REIT for four subsequent tax years. Even ifAlthough we qualify for federal taxation as a REIT, we may beare subject to certain state and local taxes on our income and to federal income taxes on our undistributed taxable income (i.e.(i.e., taxable income not distributed in the amounts and in the time frames prescribed by the Internal Revenue Code and applicable regulations thereunder) and are subject to Federal excise taxes on our undistributed taxable income.

It is our current intention to pay to our stockholders within the time periods prescribed by the Internal Revenue Code no less than 90%, and, if possible, 100% of our annual taxable income, including taxable gains from the sale of real estate. It will continue to be our policy to make sufficient distributions to stockholders in order for us to maintain our REIT status under the Internal Revenue Code.

Our board of directors reviewswill continue to evaluate, on a quarterly basis, the amount and nature (i.e., cash, stock or a combination of the foregoing) of dividend policy regularly to determine if any changes topayments based on its assessment of, among other things, our dividend should be made.short and long-term cash and liquidity requirements, prospects, debt maturities, projections of our REIT taxable income, net income, funds from operations, and adjusted funds from operations.


44

Off-Balance Sheet ArrangementsCritical Accounting Estimates

        We

Our discussion and analysis of financial condition and results of operations are not a party to any off-balance sheet arrangements other than with respect to land parcels owned by us and located in Lakemoor, Illinois, Wheaton, Illinois and Beachwood, Ohio. These parcels are improved by multi-family complexes and we ground leased the parcels to the owner/operators of such complexes. These ground leases generated $3.7 million of rental income, net, during 2017. At December 31, 2017, our maximum exposure to loss with respect to these properties is $34.0 million, representing the carrying value of the land; our leasehold positions are subordinate to an aggregate of $158.2 million of mortgage debt incurred by our tenants, the owner/operators of the multi-family complexes. These owner/operators are affiliated with one another. We do not believe that this type of off-balance sheet arrangement has been or will be material to our liquidity and capital resource positions. See Notes 4 and 7 tobased upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting periods. On an ongoing basis, we reconsider and evaluate our estimates and assumptions.

We base our estimates on historical experience, current trends and various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for additional information regarding these arrangements.

    Critical Accounting Policies

making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could materially differ from any of our estimates under different assumptions or conditions. Our significant accounting policies are more fully describeddiscussed in Note 2 toof our consolidated financial statements included in this Annual Report on Form 10-K. Certainreport. We believe the accounting estimates listed below are the most critical to aid in fully understanding and evaluating our reported financial results, and they require our most difficult, subjective or complex judgments, resulting from the need to make estimates about the effect of our accounting policiesmatters that are particularly important to an understandinginherently uncertain.

Revenue Recognition

Our main source of our financial position and results of operations and require the application of significant judgment by our management; as a result they are subject to a degree of uncertainty. These critical accounting policies include the following, discussed below.

    Purchase Accounting for Acquisition of Real Estate

        The fair value of real estate acquiredrevenue is allocated to acquired tangible assets, consisting of land and building, and identified intangible assets and liabilities, consisting of the value of above-market and below-market leases and other value of in-place leases based in each case on their fair values. The fair value of the tangible assets of an acquired property (which includes land, building and building improvements) is determined by valuing the property as if it were vacant, and the "as-if-vacant" value is then allocated to land, building and building improvements based on our determination of relative fair values of these assets. We assess fair value of the lease intangibles based on estimated cash flow projections that utilize appropriate discount rates and available market information. The fair values associated with below-market rental renewal options are determined based on our experience and the relevant facts and circumstances that existed at the time of the acquisitions. The portion of the values of the leases associated with below-market renewal options that we deem likely to be exercised are amortized to rental income over the respective renewal periods. The allocation made by us may have a positive or negative effect on netfrom our tenants. Rental income and may have an effect on the assets and liabilities on the balance sheet.

    Revenues

        Our revenues, which are substantially derived from rental income, include rental incomeprimarily includes: (i) base rents that our tenants pay in accordance with the terms of their respective leases reported on a straight-line basis over the non-cancellable term of each lease.lease and (ii) reimbursements by tenants of certain real estate operating expenses. Since many of our leases provide for rental increases at specified intervals, straight-line basis accounting requires us to record as an asset and include in revenues, unbilled rent receivables which we will only receive if the tenant makes all rent payments required through the expiration of the term of the lease. Accordingly, our management must determine, in its judgment, that the unbilled rent receivable applicable to each specific tenant is collectible.collectable. We review unbilled rent receivables on a quarterly basis and take into consideration the tenant'stenant’s payment history and the financial condition of the tenant. In the event that the collectability of an unbilled rent receivable is in doubt,unlikely, we are required to take a reserve against the receivable or a direct write-off of the receivable, which has an adverse effect on net income for the year in which the reserve or direct write-off is taken, and will decrease total assets and stockholders'stockholders’ equity.

Purchase Accounting for Acquisition of Real Estate

The fair value of real estate acquired is allocated to acquired tangible assets (which includes land, building and building improvements) and identified intangible assets and liabilities (which include the value of above, below and at-market leases and origination costs associated with in-place leases and assumed mortgages) based in each case on their fair values. The fair value of the tangible assets of an acquired property is determined by valuing the property as if it were vacant, and the “as-if-vacant” value is then allocated to land, building and building improvements based on our determination of the relative fair values of these assets. We assess the fair value of the lease intangibles and assumed mortgages based on estimated cash flow projections that utilize appropriate discount rates and available market information. The fair values associated with below-market rental renewal options are determined based on our experience and the relevant facts and circumstances that existed at the time of the acquisitions. The portion of the values of the leases associated with below-market renewal options that we deem reasonably certain to be exercised by the tenant are amortized to rental income over the respective renewal periods. The allocation made by us may have a positive or negative effect on net income and may have an effect on the assets and liabilities on the balance sheet.


45

Carrying Value of Real Estate Portfolio

We review our real estate portfolio on a quarterly basis to ascertain if there are any indicators of impairment to the value of any of our real estate assets, including deferred costs and intangibles, to determine if there is any need for an impairment charge. In reviewing the portfolio, we examine the type of asset, the current financial statements or other available financial information of the tenant, the economic situation in the area in which the asset is located, the economic situation in the industry in which the tenant is involved and the timeliness of the payments made by the tenant under its lease, as well as any current correspondence that may have been had with the tenant, including property inspection reports. For each real estate asset owned for which indicators of impairment exist, we perform a recoverability test by comparing the sum of the estimated undiscounted future cash flows attributable to the asset to its carrying amount. Management’s assumptions and estimates include projected rental rates during the holding period and property capitalization rates in order to estimate undiscounted future cash flows. If the undiscounted cash flows are less than the asset'sasset’s carrying amount, an impairment loss is recorded to the extent that the estimated fair value is less than the asset'sasset’s carrying amount. The estimated fair value is determined using a discounted cash flow model of the expected future cash flows through the useful life of the property. Real estate assets that are expected to be disposed of are valued at the lower of carrying amount or fair value less costs to sell on an individual asset basis. We generally do not obtain any independent appraisals in determining value but rely on our own analysis and valuations. Any impairment charge taken with respect to any part of our real estate portfolio will reduce our net income and reduce assets and stockholders'stockholders’ equity to the extent of the amount of any impairment charge, but it will not affect our cash flow or our distributions until such time as we dispose of the property.

Equity-Based Compensation

We grant shares of restricted stock and restricted stock units ("RSUs") to eligible plan participants, subject to the recipient's continued service over a specified period and, with respect to the RSUs, the satisfaction of specified conditions over a specified period. The RSUs vest based upon satisfaction of specified metrics with respect to (i) average of our annual total stockholder return (“TSR Awards”) and/or (ii) average annual return of capital (“ROC Awards”), in each case as calculated pursuant to the applicable award agreement. We account for the restricted stock awards and RSUs in accordance with ASC 718, Compensation - Stock Compensation, which requires that such compensation be recognized in the financial statements based on its estimated grant-date fair value. The value of such awards is recognized as compensation expense in general and administrative expenses in the accompanying consolidated statements of operations over the applicable service periods. Grant date fair value is determined with respect to the (i) the restricted stock awards, by the closing stock price on the date of grant, (ii) TSR Awards, by using a Monte Carlo simulation relying upon various assumptions and (iii) ROC Awards, by using the closing stock price on the grant date, subject to quarterly adjustment based upon management’s projection as to the achievability of the specified metrics related to the ROC Awards. See Note 11 to our consolidated financial statements.

46

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

Our primary market risk exposure is the effect of changes in interest rates on the interest cost of draws on our revolving variable rate credit facility and the effect of changes in the fair value of our interest rate swap agreements. Interest rates are highly sensitive to many factors, including governmental monetary and tax policies, domestic and international economic and political considerations and other factors beyond our control.

We use interest rate swaps to limit interest rate risk on substantially all variable rate mortgages. These swaps are used for hedging purposes-not for speculation. We do not enter into interest rate swaps for trading purposes. At December 31, 2017, our aggregate2023, we had no liability in the event of the early termination of our swaps was $1.6 million.swaps.

At December 31, 2017,2023, we had 3013 interest rate swap agreements outstanding (including two held by three of our unconsolidated joint ventures).with an aggregate $29.6 million notional amount. The fair market value of the interest rate swaps is dependent upon existing market interest rates and swap spreads, which change over time. As of December 31, 2017,2023, if there had been an increase of 100 basis points in forward interest rates, the fair market value of the interest rate swaps would have increased by approximately $7.5 million and the net unrealized gain on derivative instruments would have increased by $7.5 million.$309,000. If there were a decrease of 100 basis points in forward interest rates, the fair market value of the interest rate swaps would have decreased by approximately $8.1 million and the net unrealized gain on derivative instruments would have decreased by $8.1 million.$316,000. These changes would not have any impact on our net income or cash.

        Our mortgage debt, after giving effect to the interest rate swap agreements, bears interest at fixed rates and accordingly, the effect of changes in interest rates would not impact the amount of interest expense that we incur under these mortgages.

        Our variable rate credit facility is sensitive to interest rate changes. At December 31, 2017, a 100 basis point increase of the interest rate on this facility would increase our related interest costs by approximately $94,000 per year and a 100 basis point decrease of the interest rate would decrease our related interest costs by approximately $94,000 per year.


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The fair market value of our long-term debt is estimated based on discounting future cash flows at interest rates that our management believes reflect the risks associated with long termlong-term debt of similar risk and duration.

The following table sets forth our debt obligations by scheduled principal cash flow payments and maturity date, weighted average interest rates and estimated fair market value at December 31, 2017:2023:

For the Year Ended December 31, 

 

    

    

    

    

    

    

    

    

Fair

 

Market

 

(Dollars in thousands)

2024

2025

2026

2027

2028

Thereafter

Total

Value

 

Fixed rate:

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Long‑term debt

$

61,779

$

41,477

$

29,670

$

47,923

$

38,873

$

202,843

$

422,565

$

397,031

Weighted average interest rate

 

4.63

%  

 

4.30

%  

 

4.01

%  

 

3.77

%  

 

4.58

%  

 

4.33

%  

 

4.31

%  

 

5.93

%

Variable rate:

 

 

 

 

 

 

 

 

Long‑term debt(1)(2)

$

$

$

$

$

$

$

$

 
 For the Year Ended December 31, 
(Dollars in thousands)
 2018 2019 2020 2021 2022 Thereafter Total Fair
Market
Value
 

Fixed rate:

                         

Long-term debt

 $20,448 $14,610 $11,901 $20,742 $43,771 $281,051 $392,523 $397,103 

Weighted average interest rate

  4.32% 4.24% 4.35% 4.27% 4.05% 4.23% 4.22% 4.25%

Variable rate:

                         

Long-term debt(1)

   $9,400         $9,400   

(1)
Our credit facility matures on December 31, 2019 and bears interest at the 30 day LIBOR rate plus the applicable margin. The applicable margin varies based on the ratio of total debt to total value. See "Item 7. Management's Discussion and Analysis of Financial Conditions and Results of Operations—Liquidity and Capital Resources—Credit Facility."
(1)As of December 31, 2023, there was no balance outstanding on our credit facility. Our credit facility matures on December 31, 2026 and bears interest equal to 30-day SOFR plus the applicable margin. The applicable margin varies based on the ratio of total debt to total value. See “Item 7. Management’s Discussion and Analysis of Financial Conditions and Results of Operations—Liquidity and Capital Resources—Credit Facility.”

(2)Excludes $16.0 million of variable rate mortgage debt of which $4.0 million with respect to a property tenanted by LA Fitness (Hamilton, Ohio) matures in 2024. For further information about our variable rate mortgage debt, see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Overview—General Challenges and Uncertainties.

Item 8. Financial Statements and Supplementary Data.

This information appears in Item 15(a) of this Annual Report on Form 10-K and is incorporated into this Item 8 by reference thereto.

47

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

Not applicable.

Item 9A. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

A review and evaluation was performed by our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"“Exchange Act”) as of the end of the period covered by this Annual Report on Form 10-K. Based on that review and evaluation, theour CEO and CFO have concluded that our disclosure controls and procedures, as designed and implemented as of December 31, 2017,2023, were effective.

Changes in Internal Controls over Financial Reporting

        There have been no changes in our internal controls over financial reporting, as defined in in Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act, that occurred during the three months ended December 31, 2017 that materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

Management'sManagement’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of, a company'scompany’s principal executive and principal financial officers and effected by a company'scompany’s board,


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management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes those policies and procedures that:

    pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of a company;

    provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of a company are being made only in accordance with authorizations of management and directors of a company; and

    provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of a company's assets that could have a material effect on the financial transactions.
pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of a company;
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of a company are being made only in accordance with authorizations of management and the board of directors of a company; and
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of a company’s assets that could have a material effect on the financial transactions.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risks that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of our internal control over financial reporting as of December 31, 2017.2023. In making this assessment, our management used criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control—Integrated Framework (2013).

Based on its assessment, our management concluded that, as of December 31, 2017,2023, our internal control over financial reporting was effective based on those criteria.

        Our independent registered public accounting firm, Ernst & Young LLP,Changes in Internal Controls over Financial Reporting

There have issued a report on management's assessment of the effectiveness ofbeen no changes in our internal controlcontrols over financial reporting, as defined in in Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act, that occurred during the three months ended December 31, 2023 that materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting. This report appears on page F-2 of this Annual Report on Form 10-K.

Item 9B. Other Information.
Information.

        The following discussion supplements and updates

None of our officers or directors had any contract, instruction, or written plan for the discussion (the "Prior Discussion") contained inpurchase or sale of our prospectus dated May 10, 2017 under the heading "Federal Income Tax Considerations" and supersedes the Prior Discussion to the extent the discussion below is inconsistent with the Prior Discussion. The Prior Discussion and the discussion below (collectively referred to as the "Tax Discussion") are subject to the qualifications set forth therein and below. The tax treatment of security holders will vary depending upon the holder's particular situation, and the Tax Discussion addresses only holders that hold securities as a capital asset and does not deal with all aspects of taxation that may be relevant to particular holders in light of their personal investment or tax circumstances. The Tax Discussion also does not deal with all aspects of taxation that may be relevant to certain types of holders, to which special provisions of the federal income tax laws apply, including:

    dealers in securities or currencies;

    traders in securities that electwas intended to use a mark-to-market methodsatisfy the affirmative defense conditions of accounting for their securities holdings;

    banks and other financial institutions;

    tax-exempt organizations;

    certain insurance companies;

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    persons liable for the alternative minimum tax;

    persons that hold securities as a hedge against interest rateRule 10b5-1(c) or currency risks or as part of a straddle or conversion transaction;

    non-U.S. individuals and foreign corporations; and

    holders whose functional currency is not the U.S. dollar.

        The statementsany “non-Rule 10b5-1 trading arrangement” in the Tax Discussion are based on the Code, its legislative history, current and proposed regulations under the Code, published rulings and court decisions. This summary describes the provisions of these sources of law only as they are currently in effect. All of these sources of law may changeeffect at any time and any change induring the law may apply retroactively. We cannot assure youthree months ended December 31, 2023.

Item 9C. Disclosure Regarding Foreign Jurisdictions that new laws, interpretations of law or court decisions, any of which may take effect retroactively, will not cause any statement in this discussion to be inaccurate.Prevent Inspections.

        As supplemented and updated by this summary, and by the discussion in any applicable prospectus supplement, investors should review the discussion in the prospectus under the heading "Federal Income Tax Considerations" for a more detailed summary of the federal income tax consequences of the purchase, ownership, and disposition of our securities and our election to be subject to federal income tax as a REIT.

        PROSPECTIVE INVESTORS SHOULD CONSULT THEIR TAX ADVISORS REGARDING THE U.S. FEDERAL, STATE, LOCAL, FOREIGN AND OTHER TAX CONSEQUENCES OF THE ACQUISITION, OWNERSHIP, AND DISPOSITION OF OUR SECURITIES.Not applicable.

Enactment of Tax Act48

        On December 22, 2017, the Tax Cuts and Jobs Act, which we refer to as the "Tax Act", was enacted. The Tax Act makes major changes to the Code, including a number of provisions of the Code that may affect the taxation of REITs and the holders of their securities. The most significant of these provisions are described below. The individual and collective impact of these changes on REITs and their security holders is uncertain and may not become evident for some period of time. Prospective investors should consult their tax advisors regarding the implications of the Tax Act on their investment.

Revised Individual Tax Rates and Deductions

        The Tax Act adjusted the tax brackets and reduced the top federal income tax rate for individuals from 39.6% to 37%. In addition, numerous deductions were eliminated or limited, including the deduction for state and local taxes being limited to $10,000 per year. These individual income tax changes are generally effective beginning in 2018, but without further legislation, they will sunset after 2025.

Pass-Through Business Income Tax Rate Lowered through Deduction

        Under the Tax Act, individuals, trusts, and estates generally may deduct 20% of "qualified business income" (generally, domestic trade or business income other than certain investment items) of a partnership, S corporation, or sole proprietorship. In addition, "qualified REIT dividends" (i.e., REIT dividends other than capital gain dividends and portions of REIT dividends designated as qualified dividend income eligible for capital gain tax rates) and certain other income items are eligible for the deduction. The deduction, however, is subject to complex limitations to its availability. As with the other individual income tax changes, the provisions related to the deduction are effective beginning in 2018, but without further legislation, they will sunset after 2025.


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Graduated Corporate Tax Rates Replaced With Single Rate; Elimination of Corporate Alternative Minimum Tax

        The Tax Act eliminated graduated corporate income tax rates with a maximum rate of 35% and replaced them with a single corporate income tax rate of 21%, and reduced the dividends received deduction for certain corporate subsidiaries. The 21% rate may also apply to (i) our net income for any taxable period in which we fail to qualify as a REIT, or (ii) our net income from nonqualifying assets during a period in which we fail to satisfy the REIT asset test but otherwise qualify as a REIT. The Tax Act also permanently eliminated the corporate alternative minimum tax. These provisions are effective beginning in 2018.

Net Operating Loss Modifications

        The Tax Act limited the net operating loss ("NOL") deduction to 80% of taxable income (before the deduction). The Tax Act also generally eliminated NOL carrybacks for individuals and non-REIT corporations (NOL carrybacks did not apply to REITs under prior law) but allows indefinite NOL carryforwards. The new NOL rules apply beginning in 2018.

Limitations on Interest Deductibility

        The Tax Act limits the net interest expense deduction of a business to 30% of the sum of adjusted taxable income, business interest, and certain other amounts. The Tax Act allows a real property trade or business to elect out of such limitation so long as it uses the alternative depreciation system which lengthens the depreciation recovery period with respect to certain property. The limitation with respect to the net interest expense deduction applies beginning in 2018.

Withholding Rate Reduced

        The Tax Act reduced the highest rate of withholding with respect to distributions to non-U.S. holders that are treated as attributable to gains from the sale or exchange of U.S. real property interests from 35% to 21%. These provisions are effective beginning in 2018.


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PARTIII

Item 10. Directors, Executive Officers and Corporate Governance.

Apart from certain information concerning our executive officers which is set forth in Part I of this Annual Report, additional information required by this Item 10 shall be included in our proxy statement for our 20182024 annual meeting of stockholders, to be filed with the SEC not later than April 30, 2018,29, 2024, and is incorporated herein by reference.


EXECUTIVE OFFICERS

        Set forth below is a list of our executive officers whose terms expire at our 2018 annual board of directors' meeting. The business history of our officers, who are also directors, will be provided in our proxy statement to be filed pursuant to Regulation 14A not later than April 30, 2018.

NAME
AGEPOSITION WITH THE COMPANY
Matthew J. Gould*58Chairman of the Board
Fredric H. Gould*82Vice Chairman of the Board
Patrick J. Callan, Jr. 55President, Chief Executive Officer and Director
Lawrence G. Ricketts, Jr. 41Executive Vice President and Chief Operating Officer
Jeffrey A. Gould*52Senior Vice President and Director
David W. Kalish**70Senior Vice President and Chief Financial Officer
Mark H. Lundy55Senior Vice President and Secretary
Israel Rosenzweig70Senior Vice President
Karen Dunleavy59Vice President, Financial
Alysa Block57Treasurer
Richard M. Figueroa50Vice President and Assistant Secretary
Isaac Kalish**42Vice President and Assistant Treasurer
Justin Clair35Vice President

*
Matthew J. Gould and Jeffrey A. Gould are Fredric H. Gould's sons.

**
Isaac Kalish is David W. Kalish's son.

        Lawrence G. Ricketts, Jr.    Mr. Ricketts has been our Chief Operating Officer since 2008, Vice President from 1999 through 2006 and Executive Vice President since 2006.

        David W. Kalish.    Mr. Kalish has served as our Senior Vice President and Chief Financial Officer since 1990 and as Senior Vice President, Finance of BRT Apartments Corp. since 1998. Since 1990, he has served as Vice President and Chief Financial Officer of the managing general partner of Gould Investors L.P., a master limited partnership involved primarily in the ownership and operation of a diversified portfolio of real estate assets. Mr. Kalish is a certified public accountant.

        Mark H. Lundy.    Mr. Lundy has served as our Secretary since 1993, as our Vice President since 2000 and as our Senior Vice President since 2006. Mr. Lundy has been a Vice President of BRT Apartments Corp. from 1993 to 2006, its Senior Vice President since 2006, a Vice President of the managing general partner of Gould Investors from 1990 through 2012 and its President and Chief Operating Officer since 2013. He is an attorney admitted to practice in New York and the District of Columbia.

        Israel Rosenzweig.    Mr. Rosenzweig has served as our Senior Vice President since 1997, as Chairman of the Board of Directors of BRT Apartments Corp. since 2013, as Vice Chairman of its Board of Directors from 2012 through 2013, and as its Senior Vice President from 1998 through 2012. He has been a Vice President of the managing general partner of Gould Investors since 1997.


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        Karen Dunleavy.    Ms. Dunleavy has been our Vice President, Financial since 1994. She served as Treasurer of the managing general partner of Gould Investors from 1986 through 2013. Ms. Dunleavy is a certified public accountant.

        Alysa Block.    Ms. Block has been our Treasurer since 2007, and served as Assistant Treasurer from 1997 to 2007. Ms. Block has also served as the Treasurer of BRT Apartments Corp. from 2008 through 2013, and served as its Assistant Treasurer from 1997 to 2008.

        Richard M. Figueroa.    Mr. Figueroa has served as our Vice President and Assistant Secretary since 2001, as Vice President and Assistant Secretary of BRT Apartments Corp. since 2002 and as Vice President of the managing general partner of Gould Investors since 1999. Mr. Figueroa is an attorney admitted to practice in New York.

        Isaac Kalish.    Mr. Kalish has served as our Vice President since 2013, Assistant Treasurer since 2007, as Assistant Treasurer of the managing general partner of Gould Investors from 2012 through 2013, as Treasurer from 2013, as Vice President and Treasurer of BRT Apartments Corp. since 2013, and as its Assistant Treasurer from 2009 through 2013. Mr. Kalish is a certified public accountant.

        Justin Clair.    Mr. Clair has been employed by us since 2006, served as Assistant Vice President from 2010 through 2014 and as Vice President since 2014.

Item 11. Executive Compensation.

The information concerning our executive compensation required by this Item 11 shallwill be included in our proxy statement for our 20182024 annual meeting of stockholders, to be filed with the SEC not later than April 30, 2018,29, 2024, and is incorporated herein by reference.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

        The

Apart from the equity compensation plan information concerning our beneficial owners and managementrequired by Item 201(d) of Regulation S-K which is set forth below, the information required by this Item 12 shallwill be included in our proxy statement for our 20182024 annual meeting of stockholders, to be filed with the SEC not later than April 30, 201829, 2024 and is incorporated herein by reference.

Equity Compensation Plan Information

        As of December 31, 2017, the only equity compensation plan under which equity compensation may be awarded is our 2016 Incentive Plan, which was approved by our stockholders in June 2016. This plan permits us to grant stock options, restricted stock, restricted stock units and performance based awards to our employees, officers, directors, consultants and other eligible participants.

The following


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table provides information as of December 31, 20172023 about shares of our common stock that may be issued upon the exercise of options, warrants and rights under our 2016 Incentive Plan:Plan (the “2016 Plan”), our 2019 Incentive Plan (the “2019 Plan”; and together with the 2016 Plan, the “Prior Plans”) and our 2022 Incentive Plan (the “2022 Plan”; and together with the Prior Plans, the “Incentive Plans”). No further awards may be granted under the Prior Plans.

    

    

    

Number of

 

securities

 

remaining available

 

Number of

for future issuance

 

securities

Weighted average

under equity

 

to be issued

exercise price

compensation

 

upon exercise

of outstanding

plans (excluding

 

of outstanding

options,

securities

 

options, warrants

warrants

reflected in

 

Plan Category

and rights(1)

and rights

column(a))(2)

 

 

(a)

 

(b)

 

(c)

Equity compensation plans approved by security holders

 

248,112

428,675

Equity compensation plans not approved by security holders

 

Total

 

248,112

 

 

428,675

(1)Includes up to 79,622 shares, 83,240 shares and 85,250 shares of common stock issuable pursuant to restricted stock units (“RSUs”) that vest as of June 30, 2024, 2025 and 2026, respectively, if and to the extent specified performance (i.e., average annual return on capital) and/or market (i.e., average annual total stockholder return) conditions are satisfied by such vesting dates. RSUs granted pursuant to the 2019 Plan and the 2022 Plan account for 79,622 shares and 168,490 shares, respectively. Excludes shares of restricted stock issued pursuant to the Incentive Plans as such shares, although subject to forfeiture, are outstanding. See Note 11 to our consolidated financial statements.

(2)Gives effect to the outstanding restricted stock other than the 151,180 shares of restricted stock granted January 12, 2024 pursuant to the 2022 Plan.

49

Plan Category
 Number of
securities
to be issued
upon exercise
of outstanding
options, warrants
and rights(1)
 Weighted-average
exercise price
of outstanding
options,
warrants
and rights
 Number of
securities
remaining available
for future issuance
under equity
compensation
plans (excluding
securities
reflected in
column(a))(2)
 
 
 (a)
 (b)
 (c)
 

Equity compensation plans approved by security holders

  76,250    533,750 

Equity compensation plans not approved by security holders

       

Total

  76,250    533,750 

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(1)
Represents an aggregate of up to 76,250 shares of common stock issuable pursuant to restricted stock units. Assuming a continuing relationship with us, the shares underlying these units vest on June 30, 2020 if and to the extent specified performance (i.e., average annual return on capital) and/or market (i.e., average annual total stockholder return) conditions are satisfied by June 30, 2020.

(2)
Does not give effect to 144,750 restricted stock awards granted January 18, 2018 pursuant to our 2016 Incentive Plan.

Item 13. Certain Relationships and Related Transactions, and Director Independence.

The information concerning certain relationships, related transactions and director independence required by this Item 13 shallwill be included in our proxy statement for our 20182024 annual meeting of stockholders, to be filed with the SEC not later than April 30, 201829, 2024 and is incorporated herein by reference.

Item 14. Principal Accountant Fees and Services.

The information concerning our principal accounting fees required by this Item 14 shallwill be included in our proxy statement for our 20182024 annual meeting of stockholders, to be filed with the SEC not later than April 30, 201829, 2024 and is incorporated herein by reference.


50


PART IV

Item 15. Exhibits and Financial Statement Schedules.

(a)
Documents filed as part of this Report:

(1)
The following financial statements of the Company are included in this Annual Report on Form 10-K:

(a)Documents filed as part of this Report:
(1)The following financial statements of the Company are included in this Annual Report on Form 10-K:

ReportsReport of Independent Registered Public Accounting Firm (PCAOB ID 00042)

F-1 through F-3F-2

Statements:

Statements:

Consolidated Balance Sheets

F-4

F-3

Consolidated Statements of Income

F-5

F-4

Consolidated Statements of Comprehensive Income

F-6

F-5

Consolidated Statements of Changes in Equity

F-7

F-6

Consolidated Statements of Cash Flows

F-8

F-7 through F-9F-8

Notes to Consolidated Financial Statements

F-10

F-9 through F-43F-37

    (2)
    Financial Statement Schedules:

(2)Financial Statement Schedules:

Schedule III—Real Estate and Accumulated Depreciation

F-44

F-38 through F-47F-41

All other schedules are omitted because they are not applicable or the required information is shown in the consolidated financial statements or the notes thereto.

(b)
Exhibits:

(b)   Exhibits:

1.1

1.1

Equity Offering SalesDistribution Agreement, dated May 10, 2017September 21, 2023 by and between One Liberty Properties, Inc. (“OLP”) and Deutsche Bank Securities,B. Riley FBR, Inc. (“Riley”) (incorporated by reference to Exhibit 1.1 to our Current Report on Form 8-K filed on May 10, 2017)September 21, 2023).

3.1

3.1

Articles of Amendment and Restatement of One Liberty Properties, Inc., dated July 20, 2004OLP (incorporated by reference to Exhibit 3.1 to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2004).
3.2Articles of Amendment to Restated Articles of Incorporation of One Liberty Properties, Inc. filed with the State of Assessments and Taxation of Maryland on June 17, 2005 (incorporated by reference to Exhibit 3.1 to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2005).
3.3Articles of Amendment to Restated Articles of Incorporation of One Liberty Properties, Inc. filed with the State of Assessments and Taxation of Maryland on June 21, 2005 (incorporated by reference to Exhibit 3.2 to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2005).
3.4By-Laws of One Liberty Properties, Inc., as amended (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed on December 12, 2007).
3.5Amendment, effective as of June 12, 2012, to By-Laws of One Liberty Properties, Inc. (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed on June 12, 2012).
3.6Amendment, effective as of September 11, 2014, to By-Laws of One Liberty Properties, Inc. (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed on September 12, 2014).


Table of Contents

4.1*One Liberty Properties, Inc. 2009 Incentive Plan (incorporated by reference to Exhibit 4.1 to our Annual Report on Form 10-K for the year ended December 31, 2010)2020).

3.2

4.2

*One Liberty Properties, Inc. 2012 Incentive PlanAmended and Restated By-Laws of OLP effective as of December 7, 2022 (incorporated by reference to Exhibit 4.13.2 to our Current Report on Form 8-K filed on JuneDecember 12, 2012)2022).

4.1

4.3

*One Liberty Properties, Inc. 2016 Incentive Plan (incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2016).
4.4Form of Common Stock Certificate (incorporated by reference to Exhibit 4.1 to our Registration Statement on Form S-2, Registration No. 333-86850, filed on April 24, 2002 and declared effective on May 24, 2002).

4.2*

OLP Amended and Restated 2016 Incentive Plan (incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K filed June 14, 2023).

4.3*

10.1

OLP Amended and Restated 2019 Incentive Plan (incorporated by reference to Exhibit 4.3 to our Current Report on Form 8-K filed June 14, 2023).

4.4*

OLP 2022 Incentive Plan (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed June 9, 2022).

4.5

Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 4.5 to our Annual Report on Form 10-K for the year ended December 31, 2020).

10.1

Third Amended and Restated Loan Agreement dated as of November 9, 2016, between VNB New York, LLC, People'sPeople’s United Bank, Bank Leumi USA and Manufacturers and Traders Trust Company, as lenders, and One Liberty Properties, Inc.OLP (the “Loan Agreement”) (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed November 10, 2016).

10.2

First Amendment to Loan Agreement dated July 1, 2019 (incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2019).

10.3

10.2

*Second Amendment to Loan Agreement dated as of July 8, 2020 (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed July 14, 2020).

10.4

Third Amendment to Loan Agreement dated as of March 3, 2021 (incorporated by reference to Exhibit 10.4 to our Annual Report on Form 10-K for the year ended December 31, 2020).

51

10.5

Fourth Amendment to Loan Agreement dated as of November 8, 2022 (incorporated by reference to Exhibit 10.1 our Current Report on Form 8-K filed November 9, 2022).

10.6*

Compensation and Services Agreement effective as of January 1, 2007 between One Liberty Properties, Inc.OLP and Majestic Property Management Corp. (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on March 14, 2007).

10.7*

10.3

*First Amendment to Compensation and Services Agreement effective as of April 1, 2012 between One Liberty Properties,  Inc.OLP and Majestic Property Management Corp. (incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2012).

10.8*

Form of Performance Award Agreement for grants in 2019 and 2020 pursuant to the 2019 Incentive Plan (incorporated by reference to Exhibit 10.2 to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2019).

10.9*

10.4

*

Form of Restricted Stock Award Agreement for awards granted in 2020 and 2021 pursuant to the 20122019 Incentive Plan (incorporated by reference to Exhibit 10.910.11 to our Annual Report on Form 10-K for the year ended December 31, 2013)2019).

10.10*

10.5

*Form of Restricted Stock Award Agreement for awards granted in 2017 pursuant to the 2016 Incentive Plan (incorporated by reference to Exhibit 10.12 to our Annual Report on Form 10-K for the year ended December 31, 2016).
10.6*Form of Performance Award Agreement for grants in 2021 pursuant to the 20162019 Incentive Plan (incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2017)2021).

10.11*

Form of Performance Award Agreement for grants in 2022 pursuant to the 2022 Incentive Plan (incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for the period ended June 30, 2022).

10.12*

10.7

*Form of Performance Award Agreement for grants in 2023 pursuant to the 2022 Incentive Plan (incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for the period ended June 30, 2023).

10.13*

Form of Restricted Stock Award Agreement for awards granted in 20182023 pursuant to the 20162022 Incentive Plan.Plan (incorporated by reference to Exhibit 10.16 to our Annual Report on Form 10-K for the year ended December 31, 2022).

10.14*

Form of Restricted Stock Award Agreement for awards granted in 2024 pursuant to the 2022 Incentive Plan.

21.1

21.1

Subsidiaries of the Registrant

23.1

23.1

Consent of Ernst & Young LLP

31.1

31.1

Certification of President and Chief Executive Officer

31.2

31.2

Certification of Senior Vice President and Chief Financial Officer

32.1

32.1

Certification of President and Chief Executive Officer

32.2

32.2

Certification of Senior Vice President and Chief Financial Officer

97.1

Registrant’s Clawback Policy effective October 2, 2023

101

101.INS

XBRL Instance Document

The following financial statements, notes and schedule from the One Liberty Properties, Inc. Annual Report on Form 10-K for the year ended December 31, 2023 filed on March 6, 2024 formatted in Inline XBRL: (i) Consolidated Balance Sheets; (ii) Consolidated Statements of Income; (iii) Consolidated Statements of Comprehensive Income; (iv) Consolidated Statements of Changes in Equity; (v) Consolidated Statements of Cash Flows; (vi) Notes to the Consolidated Financial Statements; and (vii) Schedule III – Consolidated Real Estate and Accumulated Depreciation.

104

101.SCH

Cover Page Interactive Data File (the cover page XBRL Taxonomy Extension Schema Document

101.CALtags are embedded in the Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEFXBRL Taxonomy Extension Definition Linkbase Documentdocument and included in Exhibit 101).


Table of Contents

*

101.LABXBRL Taxonomy Extension Definition Label Linkbase Document
101.PREXBRL Taxonomy Extension Presentation Linkbase Document

Indicates a management contract or compensatory plan or arrangement.


*
Indicates a management contract or compensatory plan or arrangement.

The file number for all the exhibits incorporated by reference is 001- 09279 other than exhibit 4.44.1 whose file number is 333-86850.

Item 16. Form 10-K Summary

Not applicable.


52


SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrantregistrant has duly caused this report to be signed on its behalf of the undersigned, thereunto duly authorized.

March 14, 20186, 2024

ONE LIBERTY PROPERTIES, INC.




By:


By:


/s/ PATRICK J. CALLAN, JR.


Patrick J. Callan, Jr.

President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrantregistrant and in the capacities indicatedand on the dates indicated.

Signature
Title
Date





Signature

Title

Date

/s/ MATTHEW J. GOULD


Matthew J. Gould

Chairman of the Board of Directors

March 14, 20186, 2024


/s/ FREDRIC H. GOULD


Fredric H. Gould



Vice Chairman of the Board of Directors



March 14, 20186, 2024


/s/ PATRICK J. CALLAN, JR.


Patrick J. Callan, Jr.



President, Chief Executive Officer and Director
(Principal Executive Officer)



March 14, 20186, 2024


/s/ CHARLES BIEDERMAN

Charles Biederman



Director



March 14, 2018


/s/ JOSEPH A. DELUCA

Joseph A. DeLuca



Director



March 14, 2018


Charles Biederman

Director

March __, 2024

/s/ EDWARD GELLERT

Edward Gellert

Director

March 6, 2024

/s/ JEFFREY A. GOULD


Jeffrey A. Gould



Director



March 14, 20186, 2024


/s/ LOUIS P. KAROL

Louis P. Karol



Director



March 14, 2018


/s/ J. ROBERT LOVEJOY


J. Robert Lovejoy



Director



March 14, 2018


Table of Contents6, 2024

Signature
Title
Date





/s/ LEOR SIRI


Leor Siri

Director

March 14, 20186, 2024


/s/ EUGENE I. ZURIFF

Eugene I. Zuriff



Director



March 14, 2018


/s/ DAVID W.KAREN A. TILL

Karen A. Till

Director

March 6, 2024

53

Signature

Title

Date

/s/ ISAAC KALISH


David W. Kalish



Senior Vice President and Chief Financial Officer (Principal
(Principal
Financial Officer)



March 14, 20186, 2024


Isaac Kalish

/s/ KAREN DUNLEAVY


Karen DunleavyMILI MATHEW



Vice President, Financial (Principal
(Principal
Accounting Officer)



March 14, 20186, 2024

Mili Mathew


54


Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of One Liberty Properties, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of One Liberty Properties, Inc. and subsidiaries (the Company) as of December 31, 20172023 and 2016,2022, the related consolidated statements of income, comprehensive income, changes in equity and cash flows for each of the three years in the period ended December 31, 2017,2023, and the related notes and financial statement schedule listed in the Index at Item 15(a)(2) (collectively referred to as the "consolidated“consolidated financial statements"statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 20172023 and 2016,2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2017,2023, in conformity with U.S. generally accepted accounting principles.

        We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2017, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated March 14, 2018 expressed an unqualified opinion thereon.

Basis for Opinion

These financial statements are the responsibility of the Company'sCompany’s management. Our responsibility is to express an opinion on the Company'sCompany’s financial statements based on our audits. We are a public accounting firm registered with the PCAOBPublic Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ Ernst & Young LLP

We have served asCritical Audit Matter

The critical audit matter communicated below is a matter arising from the Company's auditor since 1989.

New York, New York
March 14, 2018


Table of Contents


Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of One Liberty Properties, Inc.

Opinion on Internal Control over Financial Reporting

        We have audited One Liberty Properties, Inc. and subsidiaries' internal control over financial reporting as of December 31, 2017, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizationscurrent period audit of the Treadway Commission (2013 framework) (the COSO criteria). Infinancial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion One Liberty Properties, Inc. and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2017, based on the COSO criteria.

        We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the 2017 consolidated financial statements, oftaken as a whole, and we are not, by communicating the Company and our report dated March 14, 2018 expressed an unqualified opinion thereon.

Basis for Opinion

        The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management's Report on Internal Control Over Financial Reporting. Our responsibility is to express ancritical audit matter below, providing a separate opinion on the Company's internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

        We conducted ourcritical audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

        Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control basedmatter or on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.account or disclosures to which it relates.

Definition and Limitations of Internal Control Over Financial Reporting

        A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.


Impairment of Real Estate Investments

Description of the Matter

At December 31, 2023, the Company’s real estate investments totaled approximately $682 million. As described in Note 2 to the consolidated financial statements, investments in real estate are reviewed for impairment when circumstances indicate that the carrying value of a property may not be recoverable.

Auditing the Company’s impairment assessment for real estate investments was especially challenging and involved a high degree of subjectivity as a result of the assumptions and estimates inherent in the determination of estimated future cash flows expected to result from the property’s use and eventual disposition.  In particular, management’s assumptions and estimates included projected rental rates during the holding period and property capitalization

F-1

rates, which were sensitive to expectations about future operations, market or economic conditions, demand and competition.

How We Addressed the Matter in Our Audit

To test the Company's impairment assessment for real estate investments, we performed audit procedures that included, among others, evaluating the methodologies applied and testing the significant assumptions discussed above and the underlying data used by the Company in its impairment analyses. In certain cases, we involved our valuation specialists to assist in performing these procedures.  We compared the significant assumptions used by management to historical data and observable market-specific data.  We also performed sensitivity analyses of significant assumptions to evaluate the changes in estimated future cash flows that would result from changes in the assumptions.

        Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Ernst & Young LLP

We have served as the Company’s auditor since 1989.

New York, New York

March 14, 2018


6, 2024

F-2


ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

Consolidated Balance Sheets

CONSOLIDATED BALANCE SHEETS

(Amounts in Thousands, Except Par Value)

December 31, 

    

2023

    

2022

ASSETS

Real estate investments, at cost

Land

$

172,309

$

181,805

Buildings and improvements

 

692,346

 

697,791

Total real estate investments, at cost

 

864,655

 

879,596

Less accumulated depreciation

 

182,705

 

173,143

Real estate investments, net

 

681,950

 

706,453

Investment in unconsolidated joint ventures

 

2,051

 

10,400

Cash and cash equivalents

 

26,430

 

6,718

Unbilled rent receivable

 

16,661

 

16,079

Unamortized intangible lease assets, net

 

14,681

 

19,841

Escrow, deposits and other assets and receivables

 

19,833

 

23,764

Total assets(1)

$

761,606

$

783,255

LIABILITIES AND EQUITY

Liabilities:

Mortgages payable, net (see Note 8)

$

418,347

$

405,162

Line of credit, net (see Note 8)

 

21,068

Dividends payable

9,916

 

9,693

Accrued expenses and other liabilities

15,502

 

19,270

Unamortized intangible lease liabilities, net

10,096

 

11,125

Total liabilities(1)

453,861

 

466,318

Commitments and contingencies

 

 

Equity:

One Liberty Properties, Inc. stockholders’ equity:

Preferred stock, $1 par value; 12,500 shares authorized; none issued

 

 

Common stock, $1 par value; 50,000 shares authorized;
20,323 and 20,362 shares issued and outstanding

 

20,323

 

20,362

Paid-in capital

 

326,379

 

325,895

Accumulated other comprehensive income

 

844

 

1,810

Distributions in excess of net income

 

(40,843)

 

(32,102)

Total One Liberty Properties, Inc. stockholders’ equity

 

306,703

 

315,965

Non-controlling interests in consolidated joint ventures(1)

 

1,042

 

972

Total equity

 

307,745

 

316,937

Total liabilities and equity

$

761,606

$

783,255

(1)The Company’s consolidated balance sheets include assets and liabilities of consolidated variable interest entities (“VIEs”). See Note 6. The consolidated balance sheets include the following amounts related to the Company’s consolidated VIEs: $9,917and $10,365 of land, $17,475 and $17,870 of building and improvements, net of $6,380 and $5,670 of accumulated depreciation, $3,158 and $3,518 of other assets included in other line items, $16,660 and $18,500 of real estate debt, net, $1,130 and $1,135 of other liabilities included in other line items, and $1,042 and $972 of non-controlling interests as of December 31, 2023 and 2022, respectively.
 
 December 31, 
 
 2017 2016 

ASSETS

 

Real estate investments, at cost

       

Land

 $209,320 $211,432 

Buildings and improvements

  566,007  536,633 

Total real estate investments, at cost

  775,327  748,065 

Less accumulated depreciation

  108,953  96,852 

Real estate investments, net

  666,374  651,213 

Investment in unconsolidated joint ventures

  
10,723
  
10,833
 

Cash and cash equivalents

  13,766  17,420 

Restricted cash

  443  643 

Unbilled rent receivable

  14,125  13,797 

Unamortized intangible lease assets, net

  30,525  32,645 

Escrow, deposits and other assets and receivables

  6,630  6,894 

Total assets(1)

 $742,586 $733,445 

LIABILITIES AND EQUITY

 

Liabilities:

       

Mortgages payable, net of $3,789 and $4,294 of deferred financing costs, respectively          

 $393,157 $394,898 

Line of credit, net of $624 and $936 of deferred financing costs, respectively

  8,776  9,064 

Dividends payable

  8,493  7,806 

Accrued expenses and other liabilities

  16,107  10,470 

Unamortized intangible lease liabilities, net

  17,551  19,280 

Total liabilities(1)

  444,084  441,518 

Commitments and contingencies

       

Equity:

  
 
  
 
 

One Liberty Properties, Inc. stockholders' equity:

       

Preferred stock, $1 par value; 12,500 shares authorized; none issued

     

Common stock, $1 par value; 25,000 shares authorized; 18,261 and 17,600 shares issued and outstanding

  18,261  17,600 

Paid-in capital

  275,087  262,511 

Accumulated other comprehensive income (loss)

  155  (1,479)

Accumulated undistributed net income

  3,257  11,501 

Total One Liberty Properties, Inc. stockholders' equity

  296,760  290,133 

Non-controlling interests in consolidated joint ventures(1)

  1,742  1,794 

Total equity

  298,502  291,927 

Total liabilities and equity

 $742,586 $733,445 

(1)
The Company's consolidated balance sheets include assets and liabilities of consolidated variable interest entities ("VIEs"). See Note 7. The consolidated balance sheets include the following amounts related to the Company's consolidated VIEs: $17,844 and $17,844 of land, $31,789 and $32,535 of building and improvements, net of $3,811 and $2,732 of accumulated depreciation, $4,345 and $5,521 of other assets included in other line items, $32,252 and $33,121 of real estate debt, net, $2,885 and $3,093 of other liabilities included in other line items, and $1,742 and $1,794 of non-controlling interests as of December 31, 2017 and 2016, respectively.

See accompanying notes.


F-3


ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

Consolidated Statements of Income

CONSOLIDATED STATEMENTS OF INCOME

(Amounts in Thousands, Except Per Share Data)

 
 Year Ended December 31, 
 
 2017 2016 2015 

Revenues:

          

Rental income, net

 $68,244 $64,164 $58,973 

Tenant reimbursements

  7,672  6,424  3,852 

Lease termination fees

      2,886 

Total revenues

  75,916  70,588  65,711 

Operating expenses:

          

Depreciation and amortization

  20,993  18,164  16,384 

General and administrative (see Note 12 for related party information)

  11,279  10,693  9,527 

Real estate expenses (see Note 12 for related party information)

  10,736  8,931  6,047 

Real estate acquisition costs (see Note 12 for related party information)

    596  449 

Federal excise and state taxes

  481  203  343 

Leasehold rent

  308  308  308 

Impairment loss

  153     

Total operating expenses

  43,950  38,895  33,058 

Operating income

  31,966  31,693  32,653 

Other income and expenses:

          

Equity in earnings of unconsolidated joint ventures (see Note 12 for related party information)

  826  1,005  412 

Purchase price fair value adjustment

   ��  960 

Prepayment costs on debt

    (577) (568)

Other income

  407  435  108 

Interest:

          

Expense

  (17,810) (17,258) (16,027)

Amortization and write-off of deferred financing costs

  (977) (904) (1,023)

Income before gain on sale of real estate, net

  14,412  14,394  16,515 

Gain on sale of real estate, net

  9,837  10,087  5,392 

Net income

  24,249  24,481  21,907 

Net income attributable to non-controlling interests

  (102) (59) (1,390)

Net income attributable to One Liberty Properties, Inc. 

 $24,147 $24,422 $20,517 

Weighted average number of common shares outstanding:

          

Basic

  17,944  16,768  15,971 

Diluted

  18,047  16,882  16,079 

Per common share attributable to common stockholders:

          

Basic

 $1.29 $1.40 $1.23 

Diluted

 $1.28 $1.39 $1.22 
���

Year Ended December 31, 

2023

    

2022

    

2021

Revenues:

    

    

    

Rental income, net

$

90,646

$

92,191

$

82,180

Lease termination fees

25

560

Total revenues

90,646

92,216

82,740

Operating expenses:

Depreciation and amortization

 

24,789

23,781

 

22,832

General and administrative (see Note 10 for related party information)

 

15,822

15,258

 

14,310

Real estate expenses (see Note 10 for related party information)

 

16,444

15,508

 

13,802

State taxes

 

284

285

 

291

Total operating expenses

 

57,339

 

54,832

 

51,235

Other operating income

Gain on sale of real estate, net

17,008

16,762

25,463

Operating income

 

50,315

 

54,146

 

56,968

Other income and expenses:

Equity in (loss) earnings of unconsolidated joint ventures

 

(904)

400

 

202

Equity in (loss) earnings from sale of unconsolidated joint venture properties

(108)

805

Prepayment costs on debt

(901)

Income on settlement of litigation (see Note 13)

5,388

Other income (see Note 13)

234

1,003

869

Interest:

Expense

 

(18,780)

(17,569)

 

(17,939)

Amortization and write-off of deferred financing costs

 

(839)

(1,115)

 

(970)

Net income

 

29,918

 

42,253

 

39,034

Net income attributable to non-controlling interests

(304)

(76)

 

(177)

Net income attributable to One Liberty Properties, Inc.

$

29,614

$

42,177

$

38,857

Weighted average number of common shares outstanding:

Basic

20,499

20,360

 

20,086

Diluted

20,556

20,453

 

20,264

Per common share attributable to common stockholders:

Basic

$

1.38

$

2.00

$

1.87

Diluted

$

1.38

$

1.99

$

1.85

See accompanying notes.


F-4


ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Amounts in Thousands)

 
 Year Ended December 31, 
 
 2017 2016 2015 

Net income

 $24,249 $24,481 $21,907 

Other comprehensive gain (loss)

          

Net unrealized gain on available-for-sale securities

      3 

Reclassification of gain on available-for-sale securities included in net income

    (27)  

Net unrealized gain (loss) on derivative instruments

  1,565  2,879  (1,168)

One Liberty Properties, Inc.'s share of joint ventures' net unrealized gain (loss) on derivative instruments

  76  64  (1)

Other comprehensive gain (loss)

  1,641  2,916  (1,166)

Comprehensive income

  
25,890
  
27,397
  
20,741
 

Net income attributable to non-controlling interests

  (102) (59) (1,390)

Adjustment for derivative instruments attributable to non-controlling interests

  (7) (5) 29 

Comprehensive income attributable to One Liberty Properties, Inc. 

 $25,781 $27,333 $19,380 

Year Ended December 31, 

    

2023

    

2022

    

2021

Net income

$

29,918

$

42,253

$

39,034

Other comprehensive income

Net unrealized (loss) gain on derivative instruments

(967)

3,325

 

3,497

Comprehensive income

28,951

 

45,578

 

42,531

Net income attributable to non-controlling interests

(304)

(76)

 

(177)

Adjustment for derivative instruments attributable to non-controlling interests

1

(2)

 

(8)

Comprehensive income attributable to One Liberty Properties, Inc.

$

28,648

$

45,500

$

42,346

See accompanying notes.


F-5


ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

Consolidated Statements of Changes in Equity

For the Three Years Ended December

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

FOR THE THREE YEARS ENDED DECEMBER 31, 2017

2023

(Amounts in Thousands, Except Per Share Data)

 
 Common
Stock
 Paid-in
Capital
 Accumulated
Other
Comprehensive
Income (Loss)
 Accumulated
Undistributed
Net Income
 Non-
Controlling
Interests in
Consolidated
Joint
Ventures
 Total 

Balances, December 31, 2014

 $15,728 $219,867 $(3,195)$21,876 $1,628 $255,904 

Distributions—common stock

                   

Cash—$1.58 per share

        (26,178)   (26,178)

Shares issued through equity offering program—net

  295  6,162        6,457 

Restricted stock vesting

  72  (72)        

Shares issued through dividend reinvestment plan

  197  4,087        4,284 

Contributions from non-controlling interests

          713  713 

Distributions to non-controlling interests

          (1,829) (1,829)

Compensation expense—restricted stock

    2,334        2,334 

Net income

        20,517  1,390  21,907 

Other comprehensive (loss) income

      (1,195)   29  (1,166)

Balances, December 31, 2015

  16,292  232,378  (4,390) 16,215  1,931  262,426 

Distributions—common stock

                   

Cash—$1.66 per share

        (29,136)   (29,136)

Shares issued through equity offering program—net

  1,080  24,707        25,787 

Restricted stock vesting

  86  (86)        

Shares issued through dividend reinvestment plan

  142  2,965        3,107 

Contribution from non-controlling interests

          80  80 

Distributions to non-controlling interests

          (271) (271)

Purchase of non-controlling interest

    (436)     (10) (446)

Compensation expense—restricted stock

    2,983        2,983 

Net income

        24,422  59  24,481 

Other comprehensive income

      2,911    5  2,916 

Balances, December 31, 2016

  17,600  262,511  (1,479) 11,501  1,794  291,927 

Distributions—common stock

                   

Cash—$1.74 per share

        (32,391)   (32,391)

Shares issued through equity offering program—net

  231  5,339        5,570 

Restricted stock vesting

  232  (232)        

Shares issued through dividend reinvestment plan

  198  4,336        4,534 

Contribution from non-controlling interest

          20  20 

Distributions to non-controlling interests

          (181) (181)

Compensation expense—restricted stock

    3,133        3,133 

Net income

        24,147  102  24,249 

Other comprehensive income

      1,634    7  1,641 

Balances, December 31, 2017

 $18,261 $275,087 $155 $3,257 $1,742 $298,502 

Non-

Controlling

Accumulated

Accumulated

Interests in

Other

Distributions

Consolidated

Common

Paid-in

Comprehensive

 in Excess of

 Joint

Stock

Capital

Income (Loss)

 Net Income

Ventures

Total

Balances, December 31, 2020

$

19,878

$

313,430

$

(5,002)

$

(37,539)

$

1,193

$

291,960

Distributions — common stock

Cash — $1.80 per share

 

(37,505)

(37,505)

Shares issued through dividend reinvestment plan

 

35

942

977

Shares issued through equity offering program, net

 

106

3,208

3,314

Restricted stock and RSU vesting

 

220

(220)

Compensation expense — restricted stock and RSUs

 

5,433

5,433

Contributions from non-controlling interest

25

25

Distributions to non-controlling interests

 

(457)

(457)

Net income

 

38,857

177

39,034

Other comprehensive income

 

3,489

8

3,497

Balances, December 31, 2021

20,239

322,793

(1,513)

(36,187)

946

306,278

Distributions — common stock

Cash — $1.80 per share

 

(38,092)

(38,092)

Repurchases of common stock, net

(208)

(5,032)

(5,240)

Shares issued through dividend reinvestment plan

 

102

2,293

2,395

Shares issued through equity offering program, net

 

17

546

563

Restricted stock and RSU vesting

 

212

(212)

Compensation expense — restricted stock and RSUs

 

5,507

5,507

Distributions to non-controlling interests

 

(52)

(52)

Net income

 

42,177

76

42,253

Other comprehensive income

 

3,323

2

3,325

Balances, December 31, 2022

20,362

325,895

1,810

(32,102)

972

316,937

Distributions — common stock

Cash — $1.80 per share

(38,355)

(38,355)

Repurchases of common stock, net

(499)

(9,139)

(9,638)

Shares issued through dividend reinvestment plan

 

233

4,483

4,716

Restricted stock and RSU vesting

 

227

(227)

Compensation expense — restricted stock and RSUs

 

5,367

5,367

Distributions to non-controlling interests

(233)

(233)

Net income

 

29,614

304

29,918

Other comprehensive loss

 

(966)

(1)

(967)

Balances, December 31, 2023

$

20,323

$

326,379

$

844

$

(40,843)

$

1,042

$

307,745

See accompanying notes.


F-6


ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts in Thousands)

Year Ended December 31, 

    

2023

    

2022

    

2021

Cash flows from operating activities:

Net income

$

29,918

$

42,253

$

39,034

Adjustments to reconcile net income to net cash provided by operating activities:

Gain on sale of real estate, net

(17,008)

(16,762)

(25,463)

Increase in net amortization of unbilled rental income

 

(1,898)

(2,409)

 

(234)

Write-off of unbilled rent receivable

133

Amortization and write-off of intangibles relating to leases, net

 

(952)

(831)

 

(785)

Amortization of restricted stock and RSU compensation expense

 

5,367

5,507

 

5,433

Equity in loss (earnings) of unconsolidated joint ventures

 

904

(400)

 

(202)

Equity in loss (earnings) from sale of unconsolidated joint venture properties

108

(805)

Distributions of earnings from unconsolidated joint venture

 

194

172

 

1,440

Depreciation and amortization

 

24,789

23,781

 

22,832

Amortization and write-off of deferred financing costs

 

839

1,115

 

970

Payment of leasing commissions

(755)

(2,561)

(1,430)

Decrease (increase) in escrow, deposits, other assets and receivables

 

3,818

(6,856)

 

6,759

Increase in accrued expenses and other liabilities

596

1,188

1,012

Net cash provided by operating activities

 

46,053

 

44,197

 

48,561

Cash flows from investing activities:

Purchase of real estate

 

(9,229)

(51,217)

 

(24,534)

Improvements to real estate

 

(4,866)

(4,574)

 

(4,106)

Investments in ground leased property

(932)

(697)

(1,746)

Net proceeds from sale of real estate

 

40,839

30,253

 

52,685

Insurance recovery proceeds due to casualty loss

918

975

Distributions of capital from unconsolidated joint ventures

7,143

97

Net cash provided by (used in) investing activities

 

32,955

 

(25,317)

 

23,371

Cash flows from financing activities:

Scheduled amortization payments of mortgages payable

 

(12,405)

(12,624)

 

(13,957)

Repayment of mortgages payable

 

(14,935)

(54,585)

 

(30,532)

Proceeds from mortgage financings

 

36,450

70,690

 

10,600

Proceeds from bank line of credit

 

40,900

53,300

 

21,200

Repayments on bank line of credit

 

(62,700)

(43,200)

 

(22,450)

Issuance of shares through dividend reinvestment plan

 

4,716

2,395

 

977

Repurchases of common stock, net

(9,638)

(5,240)

Proceeds from sale of common stock, net

 

563

 

3,314

Payment of financing costs

 

(716)

(1,669)

 

(232)

Capital contributions from non-controlling interest

 

 

25

Distributions to non-controlling interests

 

(233)

(52)

 

(457)

Cash distributions to common stockholders

 

(38,132)

(37,847)

 

(37,318)

Net cash used in financing activities

 

(56,693)

 

(28,269)

 

(68,830)

Net increase (decrease) in cash, cash equivalents and restricted cash

 

22,315

 

(9,389)

 

3,102

Cash, cash equivalents and restricted cash at beginning of year

 

7,277

 

16,666

 

13,564

Cash, cash equivalents and restricted cash at end of year

$

29,592

$

7,277

$

16,666

(continued on next page)

F-7

 
 Year Ended December 31, 
 
 2017 2016 2015 

Cash flows from operating activities:

          

Net income

 $24,249 $24,481 $21,907 

Adjustments to reconcile net income to net cash provided by operating activities:

          

Gain on sale of real estate, net

  (9,837) (10,087) (5,392)

Purchase price fair value adjustment

      (960)

Gain on sale of available-for-sale securities

    (27)  

Impairment loss

  153     

Prepayment costs on debt

    577  568 

Increase in unbilled rent receivable

  (794) (2,286) (1,448)

Write-off of unbilled rent receivable

  362  7  566 

Bad debt expense

  291  98   

Amortization and write-off of intangibles relating to leases, net

  (897) (712) (723)

Amortization of restricted stock expense

  3,133  2,983  2,334 

Equity in earnings of unconsolidated joint ventures

  (826) (1,005) (412)

Distributions of earnings from unconsolidated joint ventures

  656  939  540 

Depreciation and amortization

  20,993  18,164  16,384 

Amortization and write-off of deferred financing costs

  977  904  1,023 

Payment of leasing commissions

  (168) (1,050) (716)

Decrease (increase) in escrow, deposits, other assets and receivables

  179  (731) 197 

Increase (decrease) in accrued expenses and other liabilities

  6,086  (850) 616 

Net cash provided by operating activities

  44,557  31,405  34,484 

Cash flows from investing activities:

          

Purchase of real estate

  (43,537) (118,589) (67,445)

Improvements to real estate

  (6,565) (4,868) (3,868)

Net proceeds from sale of real estate

  26,301  42,312  16,025 

Purchase of partner's interest in consolidated joint venture

    (446)  

Purchase of partner's interest in unconsolidated joint venture

      (6,300)

Investment in unconsolidated joint ventures

      (12,686)

Distributions of capital from unconsolidated joint ventures

  357  647  776 

Net proceeds from sale of available-for-sale securities

    33   

Net cash used in investing activities

  (23,444) (80,911) (73,498)

Cash flows from financing activities:

          

Scheduled amortization payments of mortgages payable

  (10,520) (9,138) (7,793)

Repayment of mortgages payable

  (12,936) (63,726) (27,967)

Proceeds from mortgage financings

  21,210  137,628  79,605 

Proceeds from sale of common stock, net

  5,570  25,787  6,457 

Proceeds from bank line of credit

  47,000  86,000  45,400 

Repayment on bank line of credit

  (47,600) (94,250) (40,400)

Issuance of shares through dividend reinvestment plan

  4,534  3,107  4,284 

Payment of financing costs

  (160) (2,220) (897)

Prepayment costs on debt

    (577) (568)

Capital contributions from non-controlling interests

  20  80  713 

Distributions to non-controlling interests

  (181) (271) (1,829)

Cash distributions to common stockholders

  (31,704) (28,230) (25,599)

Net cash (used in) provided by financing activities

  (24,767) 54,190  31,406 

Net (decrease) increase in cash and cash equivalents

  (3,654) 4,684  (7,608)

Cash and cash equivalents at beginning of year

  17,420  12,736  20,344 

Cash and cash equivalents at end of year

 $13,766 $17,420 $12,736 

ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(Amounts in Thousands)

The following table provides supplemental disclosure of cash flow information:

Year Ended December 31, 

    

2023

    

2022

    

2021

Cash paid for interest expense and prepayment costs on debt

$

18,798

$

17,475

$

18,972

Supplemental disclosure of non-cash investing activities:

Assumption of mortgages payable upon acquisition of properties

$

4,280

$

6,034

$

Lease liabilities adjustment from the reassessment of right of use assets

3,366

Loan receivable in connection with sale of a property

1,816

Purchase accounting allocation - intangible lease assets

871

4,322

2,288

Purchase accounting allocation - mortgage intangible assets

260

670

Purchase accounting allocation - intangible lease liabilities

 

(237)

 

(2,006)

 

(632)

The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the consolidated balance sheets that sum to the total of the same such amounts shown in the consolidated statements of cash flows:

December 31, 

    

2023

    

2022

Cash and cash equivalents

$

26,430

$

6,718

Restricted cash included in escrow, deposits and other assets and receivables

3,162

 

559

Total cash, cash equivalents and restricted cash shown in the consolidated statements of cash flows

$

29,592

$

7,277

Restricted cash included in escrow, deposits and other assets and receivables represent amounts related to real estate tax and other reserve escrows required to be held by lenders in accordance with the Company’s mortgage agreements. The restriction on these escrow reserves will lapse when the related mortgage is repaid or when the related reserve conditions are satisfied.

See accompanying notes.


F-8

Table of Contents


ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows (Continued)NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in Thousands)DECEMBER 31, 2023

 
 Year Ended December 31, 
 
 2017 2016 2015 

Supplemental disclosures of cash flow information:

          

Cash paid during the year for interest expense

 $17,777 $17,310 $15,986 

Cash paid during the year for Federal excise tax, net

    190  300 

Supplemental schedule of non-cash investing and financing activities:

  
 
  
 
  
 
 

Mortgage debt extinguished upon conveyance of the Company's Morrow, Georgia property to mortgagee by deed-in-lieu of foreclosure

 $ $ $1,466 

Consolidation of real estate investment

      2,633 

Purchase accounting allocation—intangible lease assets

  4,009  8,194  5,776 

Purchase accounting allocation—intangible lease liabilities

  (158) (6,288) (5,365)

See accompanying notes.


Table of Contents


ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2017

NOTE 1—1 — ORGANIZATION AND BACKGROUND

One Liberty Properties, Inc. ("OLP"(“OLP”) was incorporated in 1982 in Maryland. OLP is a self-administered and self-managed real estate investment trust ("REIT"(“REIT”). OLP acquires, owns and manages a geographically diversified portfolio consisting primarily of industrial retail (including furniture stores and, supermarkets), restaurant, health and fitness, and theaterto a lesser extent, retail properties, many of which are subject to long-term net leases. As of December 31, 2017,2023, OLP owns 119110 properties, including sixthree properties owned by consolidated joint ventures and fivetwo properties owned by unconsolidated joint ventures. The 119110 properties are located in 3031 states.

NOTE 2—2 — SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The consolidated financial statements include the accounts and operations of OLP, its wholly-ownedwholly owned subsidiaries, its joint ventures in which the Company, as defined, has a controlling interest, and variable interest entities ("VIEs"(“VIEs”) of which the Company is the primary beneficiary. OLP and its consolidated subsidiaries are hereinafter referred to herein as the "Company"“Company”. Material intercompany items and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of the consolidated financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates.

Management believes that the estimates and assumptions that are most important to the portrayal of the Company’s consolidated financial condition and results of operations, in that they require management’s most difficult, subjective or complex judgments, form the basis of the accounting policies deemed to be most significant to the Company. These significant accounting policies relate to revenues and the value of the Company’s real estate portfolio, including investments in unconsolidated joint ventures. Management believes its estimates and assumptions related to these significant accounting policies are appropriate under the circumstances; however, should future events or occurrences result in unanticipated consequences, there could be a material impact on the Company’s future consolidated financial condition or results of operations.

Segment Reporting

Substantially all of the Company’s real estate assets, at acquisition, are comprised of real estate owned that is leased to tenants on a long-term basis. Therefore, the Company aggregates real estate assets for reporting purposes and operates in one reportable segment.

Revenue Recognition

Rental income includes the base rent that each tenant is required to pay in accordance with the terms of its lease reported over the non-cancelable term of the lease on a straight-line basis, if collectability is probable. On a quarterly basis, management reviews the tenant’s payment history and financial condition in determining, in its judgment, whether any accrued rental income and unbilled rent receivable balances applicable to a specific tenant is collectable. Any change to the collectability of lease payments or unbilled rent receivables is recognized as a current period adjustment to rental revenue (see Note 3).

F-9

Table of Contents

ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2023

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Some leases provide for increases based on the Consumer Price Index or for additional contingent rental revenue in the form of percentage rents. The percentage rents are based upon the level of sales achieved by the lessee and are recognized once the required sales levels are reached. Some leases provide for an incentive for the lessee to sign a lease, such as a leasehold improvement allowance in which the Company reimburses the tenant for the construction of lessee assets. Such lease incentives are capitalized at lease commencement and recognized on a straight-line basis over the lease term as a reduction to rental income. A ground lease provides for rent which can be deferred and paid based on the operating performance of the property; therefore, this rent is recognized as rental income when the operating performance is achieved and the rent is received.

Many of the Company’s properties are subject to long-term net leases under which the tenant is typically responsible to pay directly to the vendor the real estate taxes, insurance, utilities and ordinary maintenance and repairs related to the property, and the Company is not the primary obligor with respect to such items. As a result, the revenue and expenses relating to these properties are recorded on a net basis. For certain properties, in addition to contractual base rent, the tenants pay their contracted for share of real estate taxes and operating expenses to the Company. The revenue and expenses associated with properties at which the Company is the primary obligor are generally recorded on a gross basis. During 2023, 2022 and 2021, the Company recorded reimbursements of expenses of $13,636,000, $12,548,000 and $10,938,000, respectively, which are included in Rental income, net in the accompanying consolidated statements of income.

Gains and losses on the sale of real estate investments are recorded when the Company no longer holds a controlling financial interest in the entity which holds the real estate investment and the relevant revenue recognition criteria under GAAP have been met.

Purchase Accounting for Acquisition of Real Estate

In acquiring real estate, the Company evaluates whether substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets, and if that requirement is met, the asset group is accounted for as an asset acquisition and not a business combination. Transaction costs incurred with such asset acquisitions are capitalized to real estate assets and depreciated over the respectful useful lives.

The Company allocates the purchase price of real estate, including direct transaction costs applicable to an asset acquisition, among land, building, improvements and intangibles (e.g., the value of above, below and at-market leases, and origination costs associated with in-place leases and above or below-market mortgages assumed at the acquisition date). The value, as determined, is allocated to the gross assets acquired based on management’s determination of the relative fair values of these assets and liabilities.

The Company assesses the fair value of the gross assets acquired based on available market information which utilize estimated cash flow projections; such inputs are categorized as Level 3 inputs in the fair value hierarchy. In determining fair value, factors considered by management include an evaluation of current market demand, market capitalization rates and discount rates, estimates of carrying costs (e.g., real estate taxes, insurance and other operating expenses), and lost rental revenue during the expected lease-up periods. Management also estimates costs to execute similar leases, including leasing commissions and tenant improvements.

The values of acquired above-market and below-market leases are recorded based on the present values (using discount rates which reflect the risks associated with the leases acquired) of the difference between the contractual amounts to be received and management’s estimate of market lease rates, measured over the terms of the respective leases that management deemed appropriate at the time of the acquisitions. Such valuations include a consideration of the non-cancellable terms of the respective leases, as well as any applicable renewal

F-10

Table of Contents

ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2023

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

period(s). The fair values associated with below-market rental renewal options are determined based on the Company’s experience and other relevant factors at the time of the acquisitions. The values of above-market leases are amortized as a reduction to rental income over the terms of the respective non-cancellable lease periods. The portion of the values of below-market leases are amortized as an increase to rental income over the terms of the respective non-cancellable lease periods. The portion of the values of the leases associated with below-market renewal options that management deemed are reasonably certain to be exercised by the tenant are amortized to rental income over such renewal periods. The value of other intangible assets (i.e., origination costs) is recorded to amortization expense over the remaining terms of the respective leases. If a lease is terminated prior to its contractual expiration date or not renewed, all unamortized amounts relating to that lease would be recognized in operations at that time. The estimated useful lives of intangible assets or liabilities generally range from one to 32 years.

The values of assumed mortgages are recorded based on the present values (using discount rates which reflect the risks associated with the mortgage assumed) of the difference between the contractual amounts to be paid at the stated interest rates and management’s estimate of market interest rates for similar debt, at the time of the acquisition, measured over the terms of the respective debt. The values of above or below-market mortgages are amortized as a decrease or increase, respectively, to interest expense over the term of the respective debt which range from six to seven years.

Accounting for Long-Lived Assets and Impairment of Real Estate Owned

The Company reviews its real estate portfolio on a quarterly basis for indicators of impairment to the value of any of its real estate assets, including deferred costs and intangibles, to determine if there is any need for an impairment charge. In reviewing the portfolio, the Company examines one or more of the following: the type of asset, the current financial statements or other available financial information of the tenant, prolonged or significant vacancies, the economic environment of the area in which the asset is located and the industry in which the tenant is involved, the timeliness of the payments made by the tenant under its lease, property inspection reports and communication with, by, or relating to, the tenant. For each real estate asset owned for which indicators of impairment exist, management performs a recoverability test by comparing (i) the sum of the estimated undiscounted future cash flows attributable to the asset, which are determined using assumptions and estimates, including projected rental rates over an appropriate holding period and property capitalization rates, to (ii) the carrying amount of the asset. If the aggregate undiscounted cash flows are less than the asset’s carrying amount, an impairment is recorded to the extent that the estimated fair value is less than the asset’s carrying amount. The estimated fair value is determined using a discounted cash flow model of the expected future cash flows through the useful life of the property. The analysis includes an estimate of the future cash flows that are expected to result from the real estate investment’s use and eventual disposition. These cash flows consider factors such as expected future operating income, trends and prospects, the effects of leasing demand, competition and other factors. During the three years ended December 31, 2023, there were no impairment charges related to the Company’s real estate portfolio.

Properties Held-for-Sale

Real estate investments are classified as properties held-for-sale when management determines that the investment meets the applicable criteria. Real estate assets that are classified as held-for-sale are: (i) valued at the lower of carrying amount or the estimated fair value less costs to sell on an individual asset basis; and (ii) not depreciated.

F-11

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ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2023

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Investment in Joint Ventures and Variable Interest Entities

The Financial Accounting Standards Board, or FASB, provides guidance for determining whether an entity is a VIE. VIEs are defined as entities in which equity investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support. A VIE is required to be consolidated by its primary beneficiary, which is the party that (i) has the power to control the activities that most significantly impact the VIE'sVIE’s economic performance and (ii) has the obligation to absorb losses, or the right to receive benefits, of the VIE that could potentially be significant to the VIE.

The Company assesses the accounting treatment for each of its investments, including a review of each venture or limited liability company or partnership agreement, to determine the rights of each party and whether those rights are protective or participating. The agreements typically contain certain protective rights, such as the requirement of partner approval to sell, finance or refinance the property and to pay capital expenditures and operating expenditures outside of the approved budget or operating plan. In situations where, among other things, the Company and its partners jointly (i) approve the annual budget, (ii) approve certain expenditures, (iii) prepare or review and approve the joint venture'sventure’s tax return before filing, andor (iv) approve each lease at a property, the Company does not consolidate as the Company considers these to be substantive participation rights that result in shared, joint power over the activities that most significantly impact the performance of the joint venture or property. Additionally, the Company assesses the accounting treatment for any interests pursuant to which the Company may have a variable interest as a lessor. Leases may contain certain protective rights, such as the right of sale and the receipt of certain escrow deposits.

The Company accounts for its investments in unconsolidated joint ventures under the equity method of accounting. All investments in unconsolidated joint ventures have sufficient equity at risk to permit the entity to finance its activities without additional subordinated financial support and, as a group, the holders of the equity at risk have power through voting rights to direct the activities of these


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ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

December 31, 2017

NOTE 2—SIGNIFICANT ACCOUNTING POLICIES (Continued)

ventures. As a result, none of these joint ventures are VIEs. In addition, the Company shares power with its co-managing members over these entities, and therefore the entities are not consolidated. These investments are recorded initially at cost, as investments in unconsolidated joint ventures, and subsequently adjusted for their share of equity in earnings, cash contributions and distributions. None of the joint venture debt is recourse to the Company, subject to standard carve-outs.

The Company periodically reviews on a quarterly basis its investments in unconsolidated joint ventures for other-than-temporary losses in investment value. Any decline that is not expected to be recovered based on the underlying assets of the investment is considered other than temporary and an impairment charge is recorded as a reduction in the carrying value of the investment. During the three years ended December 31, 2017,2023, there were no impairment charges related to the Company'sCompany’s investments in unconsolidated joint ventures.

The Company has elected to follow the cumulative earnings approach when assessing, for the consolidated statement of cash flows, whether the distribution from the investee is a return of the investor'sinvestor’s investment as compared to a return on its investment. The source of the cash generated by the investee to fund the distribution is not a factor in the analysis (that is, it does not matter whether the cash was generated through investee refinancing, sale of assets or operating results). Consequently, the investor only considers the relationship

between the cash received from the investee to its equity in the undistributed earnings of the investee, on a cumulative basis, in assessing whether the distribution from the investee is a return on or a return of its investment. Cash received from the unconsolidated entity is presumed to be a return on the investment to the extent that, on a cumulative basis, distributions received by the investor are less than its share of the equity in the undistributed earnings of the entity.

Use of EstimatesF-12

        The preparation of the consolidated financial statements in conformity with U.S. generally accepted accounting principles ("GAAP") requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates.

        Management believes that the estimates and assumptions that are most important to the portrayal of the Company's consolidated financial condition and results of operations, in that they require management's most difficult, subjective or complex judgments, form the basis of the accounting policies deemed to be most significant to the Company. These significant accounting policies relate to revenues and the value of the Company's real estate portfolio, including investments in unconsolidated joint ventures. Management believes its estimates and assumptions related to these significant accounting policies are appropriate under the circumstances; however, should future events or occurrences result in unanticipated consequences, there could be a material impact on the Company's future consolidated financial condition or results of operations.

Revenue Recognition

        Rental income includes the base rent that each tenant is required to pay in accordance with the terms of their respective leases reported on a straight-line basis over the non-cancelable term of the


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ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DecemberDECEMBER 31, 20172023

NOTE 2—2 — SIGNIFICANT ACCOUNTING POLICIES (Continued)(CONTINUED)

lease. In determining, in its judgment, that the unbilled rent receivable applicable to each specific property is collectible, management reviews unbilled rent receivables on a quarterly basis and takes into consideration the tenant's payment history and financial condition. Some of the leases provide for increases based on the Consumer Price Index and for additional contingent rental revenue in the form of percentage rents. The percentage rents are based upon the level of sales achieved by the lessee and are recognized once the required sales levels are reached. Certain ground leases provide for rent which can be deferred and paid based on the operating performance of the property; therefore, this rent is recognized as rental income when the operating performance is achieved and the rent is received.

        Many of the Company's properties are subject to long-term net leases under which the tenant is typically responsible to pay directly to the vendor the real estate taxes, insurance, utilities and ordinary maintenance and repairs related to the property, and the Company is not the primary obligor with respect to such items. As a result, the revenue and expenses relating to these properties are recorded on a net basis. For certain properties, in addition to contractual base rent, the tenants pay their pro rata share of real estate taxes and operating expenses to the Company. The income and expenses associated with these properties are generally recorded on a gross basis when the Company is the primary obligor. During 2017, 2016 and 2015, the Company recorded reimbursements of expenses of $7,672,000, $6,424,000 and $3,852,000, respectively, which are reported as Tenant reimbursements in the accompanying consolidated statements of income.

        Gains and losses on the sale of real estate investments are recorded when the criteria under GAAP have been met.

Fair Value Measurements

The Company measures the fair value of financial instruments based on the assumptions that market participants would use in pricing the asset or liability. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). As a basis for considering market participant assumptions in fair value measurements, a fair value hierarchy distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity and the reporting entity'sentity’s own assumptions about market participant assumptions. In accordance with the fair value hierarchy, Level 1 assets/liabilities are valued based on quoted prices for identical instruments in active markets, Level 2 assets/liabilities are valued based on quoted prices in active markets for similar instruments, on quoted prices in less active or inactive markets, or on other "observable"“observable” market inputs and Level 3 assets/liabilities are valued based on significant "unobservable"“unobservable” market inputs.

Purchase Accounting for Acquisition of Real Estate

        In January 2017, the Company adopted ASU No. 2017-01,Business Combinations (Topic 805): Clarifying the Definition of a Business, which requires an entity to evaluate whether substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets, and if that requirement is met, the asset group is accounted for as an asset acquisition and not a business combination. Transaction costs incurred with such asset acquisitions are capitalized to real estate assets and depreciated over the respectful useful lives. The Company analyzed the real estate acquisitions made during 2017 and determined the gross assets acquired are


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ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

December 31, 2017

NOTE 2—SIGNIFICANT ACCOUNTING POLICIES (Continued)

concentrated in a single identifiable asset. Prior to January 1, 2017, the Company recorded acquired real estate investments as business combinations when the real estate was occupied, at least in part, at acquisition. Costs directly related to the acquisition of such investments were expensed as incurred.

        The Company allocates the purchase price of real estate among land, building, improvements and intangibles, such as the value of above, below and at-market leases, and origination costs associated with in-place leases at the acquisition date. The Company assesses the fair value of the tangible assets of an acquired property by valuing the property as if it were vacant. The value, as determined, is allocated to land, building and improvements based on management's determination of the relative fair values of these assets.

        The Company assesses the fair value of the lease intangibles based on estimated cash flow projections that utilize appropriate discount rates and available market information. Such inputs are Level 3 in the fair value hierarchy. In valuing an acquired property's intangibles, factors considered by management include an estimate of carrying costs during the expected lease-up periods, such as real estate taxes, insurance, other operating expenses, and estimates of lost rental revenue during the expected lease-up periods based on its evaluation of current market demand. Management also estimates costs to execute similar leases, including leasing commissions and tenant improvements.

        The values of acquired above-market and below-market leases are recorded based on the present values (using discount rates which reflect the risks associated with the leases acquired) of the difference between the contractual amounts to be received and management's estimate of market lease rates, measured over the terms of the respective leases that management deemed appropriate at the time of the acquisitions. Such valuations include a consideration of the non-cancellable terms of the respective leases, as well as any applicable renewal period(s). The fair values associated with below-market rental renewal options are determined based on the Company's experience and the relevant facts and circumstances at the time of the acquisitions. The values of above-market leases are amortized as a reduction to rental income over the terms of the respective non-cancellable lease periods. The portion of the values of below-market leases are amortized as an increase to rental income over the terms of the respective non-cancellable lease periods. The portion of the values of the leases associated with below-market renewal options that management deemed are likely to be exercised by the tenant are amortized to rental income over such renewal periods. The value of other intangible assets (i.e., origination costs) is recorded to amortization expense over the remaining terms of the respective leases. If a lease were to be terminated prior to its contractual expiration date or not renewed, all unamortized amounts relating to that lease would be recognized in operations at that time. The estimated useful lives of intangible assets or liabilities generally range from one to 38 years.

Accounting for Long-Lived Assets and Impairment of Real Estate Owned

        The Company reviews its real estate portfolio on a quarterly basis to ascertain if there are any indicators of impairment to the value of any of its real estate assets, including deferred costs and intangibles, to determine if there is any need for an impairment charge. In reviewing the portfolio, the Company examines one or more of the following: the type of asset, the current financial statements or other available financial information of the tenant, the economic situation in the area in which the asset is located, the economic situation in the industry in which the tenant is involved, the timeliness of the payments made by the tenant under its lease, and any current communication with the tenant,


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ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

December 31, 2017

NOTE 2—SIGNIFICANT ACCOUNTING POLICIES (Continued)

including property inspection reports. For each real estate asset owned for which indicators of impairment exist, management performs a recoverability test by comparing the sum of the estimated undiscounted future cash flows attributable to the asset to its carrying amount. If the aggregate undiscounted cash flows are less than the asset's carrying amount, an impairment loss is recorded to the extent that the estimated fair value is less than the asset's carrying amount. The estimated fair value is determined using a discounted cash flow model of the expected future cash flows through the useful life of the property. The analysis includes an estimate of the future cash flows that are expected to result from the real estate investment's use and eventual disposition. These cash flows consider factors such as expected future operating income, trends and prospects, the effects of leasing demand, competition and other factors.

Properties Held-for-Sale

        Real estate investments are classified as properties held-for-sale when management determines that the investment meets the applicable criteria. Real estate assets that are classified as held-for-sale are: (i) valued at the lower of carrying amount or the estimated fair value less costs to sell on an individual asset basis; and (ii) not depreciated.

Cash and Cash Equivalents

        All highly liquid investments with original maturities of three months or less when purchased are considered to be cash equivalents.

Escrows

        Real estate taxes, insurance and other escrows aggregating $460,000 and $387,000 at December 31, 2017 and 2016, respectively, are included in Escrow, deposits and other assets and receivables.

Depreciation and Amortization

        Depreciation of buildings is computed on the straight-line method over an estimated useful life of 40 years. Depreciation of building improvements is computed on the straight-line method over the estimated useful life of the improvements. If the Company determines it is the owner of tenant improvements, the amounts funded to construct the tenant improvements are treated as a capital asset and depreciated over the lesser of the remaining lease term or the estimated useful life of the improvements on the straight-line method. Leasehold interest and the related ground lease payments are amortized over the initial lease term of the leasehold position. Depreciation expense (including amortization of a leasehold position, lease origination costs, and capitalized leasing commissions) was $20,993,000, $18,164,000 and $16,384,000 during 2017, 2016 and 2015, respectively.

Deferred Financing Costs

        Mortgage and credit line costs are deferred and amortized on a straight-line basis over the terms of the respective debt obligations, which approximates the effective interest method. At December 31, 2017 and 2016, accumulated amortization of such costs was $2,804,000 and $2,090,000, respectively. The


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ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

December 31, 2017

NOTE 2—SIGNIFICANT ACCOUNTING POLICIES (Continued)

Company presents unamortized deferred financing costs as a direct deduction from the carrying amount of the associated debt liability.

Income Taxes

        The Company is qualified as a real estate investment trust under the applicable provisions of the Internal Revenue Code. Under these provisions, the Company will not be subject to Federal, and generally, state and local income taxes, on amounts distributed to stockholders, provided it distributes at least 90% of its taxable income and meets certain other conditions.

        The Company follows a two-step approach for evaluating uncertain tax positions. Recognition (step one) occurs when an enterprise concludes that a tax position, based solely on its technical merits, is more-likely-than-not to be sustained upon examination. Measurement (step two) determines the amount of benefit that more-likely-than-not will be realized upon settlement. Derecognition of a tax position that was previously recognized would occur when a company subsequently determines that a tax position no longer meets the more-likely-than-not threshold of being sustained. The use of a valuation allowance as a substitute for derecognition of tax positions is prohibited. The Company has not identified any uncertain tax positions requiring accrual.

Concentration of Credit Risk

        The Company maintains cash accounts at various financial institutions. While the Company attempts to limit any financial exposure, substantially all of its deposit balances exceed federally insured limits. The Company has not experienced any losses on such accounts.

        The Company's properties are located in 30 states. During 2017, 2016 and 2015, 13.2%, 12.9% and 13.0% of total revenues, respectively, were attributable to real estate investments located in Texas which is the only state in which real estate investments contributed more than 10% to the Company's total revenues.

        No tenant contributed over 10% to the Company's total revenues during 2017, 2016 and 2015.

Segment Reporting

        Substantially all of the Company's real estate assets, at acquisition, are comprised of real estate owned that is leased to tenants on a long-term basis. Therefore, the Company aggregates real estate assets for reporting purposes and operates in one reportable segment.

Stock Based Compensation

        The fair value of restricted stock grants and restricted stock units, determined as of the date of grant, is amortized into general and administrative expense over the respective vesting period. The deferred compensation to be recognized as expense is net of certain forfeiture and performance assumptions which are re-evaluated quarterly. The Company recognizes the effect of forfeitures when they occur and previously recognized compensation expense shall be reversed in the period the grant or unit is forfeited. For share-based awards with a performance or market measure, we recognize compensation expense over the requisite service period. The requisite service period begins on the date the compensation committee of the Company's Board of Directors authorizes the award, adopts any relevant performance measures and communicates the award.


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ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

December 31, 2017

NOTE 2—SIGNIFICANT ACCOUNTING POLICIES (Continued)

Derivatives and Hedging Activities

The Company's objective in usingCompany uses interest rate swaps is to add stability to interest expense. The Company doesexpense; not use derivatives for trading or speculative purposes.

The Company records all derivatives on the consolidated balance sheets at fair value using widely accepted valuation techniques including a discounted cash flow analysis on the expected cash flows of the derivatives. In addition, the Company incorporates credit valuation adjustments to appropriately reflect both its own nonperformancenon-performance risk and the respective counterparty's nonperformancecounterparty’s non-performance risk in the fair value measurements. These counterparties are generally large financial institutions engaged in providing a variety of financial services. These institutions generally face similar risks regarding adverse changes in market and economic conditions including, but not limited to, fluctuations in interest rates, exchange rates, equity and commodity prices and credit spreads.

The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether the Company has elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows are considered cash flow hedges. For derivatives designated as cash flow hedges, the effective portion of changes in the fair value of the derivative is initially reported in accumulated other comprehensive income (outside of earnings) and subsequently reclassified to earnings in the period in which the hedged transaction becomes ineffective. For derivatives not designated as cash flow hedges, changes in the fair value of the derivative are recognized directly in earnings in the period in which the change occurs; however, the Company'sCompany’s policy is to not enter into such transactions.

Allowance for Doubtful Accounts

Stock Based Compensation

The fair value of restricted stock grants and restricted stock units (“RSUs”), determined as of the date of grant, is amortized into general and administrative expense over the respective vesting period. The deferred compensation to be recognized as expense is net of forfeitures. The Company maintains an allowance for doubtful accounts for estimated losses resulting fromrecognizes the inabilityeffect of a tenant to make required rentforfeitures when they occur and other payments. If the financial condition of a specific tenant were to deteriorate, adversely impacting its ability to make payments, additional allowances may be required.

Reclassifications

        Certain amounts previously reportedrecognized compensation expense is reversed in the consolidated financial statements have been reclassified inperiod the accompanying consolidated financial statements to conformgrant or unit is forfeited. For share-based awards with a performance or market measure, the Company recognizes compensation expense over the requisite service period and the performance assumptions are re-evaluated quarterly. The requisite service period begins on the date the Compensation Committee of the Company’s Board of Directors authorizes the award, adopts any relevant performance measures and communicates the award to the current year's presentation. Such reclassifications primarily relate to change the presentation of Gain on sale of real estate, net on the consolidated statement of operations for the years ended December 31, 2016 and 2015. The Company has included a caption for Income before gain on sale of real estate, net, to present gains and losses on sales of properties in accordance with the Securities and Exchange Commission Rule 3-15(a) of Regulation S-X. The change was made for the years ended December 31, 2016 and 2015 because, as prescribed by ASC 360-10-45-5, such gains from sale of real estate were not included as a component of Operating income. Such change was determined to be immaterial to the consolidated financial statements.recipient.


F-13

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ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DecemberDECEMBER 31, 20172023

NOTE 2—2 — SIGNIFICANT ACCOUNTING POLICIES (Continued)(CONTINUED)

Income Taxes

The Company is qualified as a REIT under the applicable provisions of the Internal Revenue Code. Under these provisions, the Company will not be subject to Federal, and generally, state and local income taxes, on amounts distributed to stockholders, provided it distributes at least 90% of its ordinary taxable income and meets certain other conditions.

The Company follows a two-step approach for evaluating uncertain tax positions. Recognition (step one) occurs when an enterprise concludes that a tax position, based solely on its technical merits, is more-likely-than-not to be sustained upon examination. Measurement (step two) determines the amount of benefit that more-likely-than-not will be realized upon settlement. Derecognition of a tax position that was previously recognized would occur when a company subsequently determines that a tax position no longer meets the more-likely-than-not threshold of being sustained. The use of a valuation allowance as a substitute for derecognition of tax positions is prohibited. The Company has not identified any uncertain tax positions requiring accrual.

Cash and Cash Equivalents

All highly liquid investments with original maturities of three months or less when purchased are considered to be cash equivalents.

Concentration of Credit Risk

The Company maintains cash accounts at various financial institutions. While the Company attempts to limit any financial exposure, substantially all of its deposit balances exceed federally insured limits. The Company has not experienced any losses on such accounts.

The Company’s properties are located in 31 states. Only one state, South Carolina, contributed more than 10% (i.e., 10.3%) to the Company’s total revenues in 2023. No real estate investments in any one state contributed more than 10% to the Company’s total revenues in 2022 and 2021.

No tenant contributed over 10% to the Company’s total revenues in any of the past three years.

Escrows

Real estate taxes and other escrows aggregating $3,162,000 and $559,000 at December 31, 2023 and 2022, respectively, are included in Escrow, deposits and other assets and receivables.

New Accounting Pronouncements

In August 2017,November 2023, the FASB issued ASU No. 2017-12,2023-07, Derivatives and Hedging (Topic 815): TargetedSegment Reporting – Improvements to Accounting for Hedging Activities,Reportable Segments Disclosures, which amends the presentation and disclosure requirements for hedge accounting and changes how companies assess hedge effectiveness. This ASU is intended to more closely align hedge accounting with companies' risk management strategies, simplify the applicationenhances disclosures of hedge accounting, and increase transparency assignificant segment expenses regularly provided to the scope and results of hedging programs. The effective date of the standard will be fiscal years, andchief operating decision maker, extends certain annual disclosures to interim periods, within those fiscal years, beginning after December 15, 2018, and early adoption is permitted.permits more than one measure of segment profit or loss to be reported under certain conditions. The Company is evaluating the new guidance to determine if, and to the extent, it will impact the consolidated financial statements.

        In February 2017, the FASB issued ASU No. 2017-05,Other Income—Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20): Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets, which clarifies the scope and application on the sale or transfer of nonfinancial assets and in substance nonfinancial assets to noncustomers, including partial sales. The effective date of the standard will be fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017, and early adoption is permitted. The Company has evaluated the new guidance and determined there will be no impact on the consolidated financial statements as the Company will be electing the practical expedient which is forward-looking to future sales. In addition, none of the Company's prior sales were partial sales and all were under closed contracts.

        In November 2016, the FASB issued ASU No. 2016-18,Statement of Cash Flows (Topic 230): Restricted Cash (a consensus of the Emerging Issues Task Force), which requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amount generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The effective date of the standard will be fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017, and early adoption is permitted. The Company is evaluating the new guidance to determine if, and to the extent, it will impact the consolidated financial statements.

        In June 2016, the FASB issued ASU No. 2016-13,Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which changes how entities will measure credit losses for most financial assets and certain other instruments thatamendments are not measured at fair value through net income. The guidance replaces the current "incurred loss" model with an "expected loss" approach. The guidance is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early2023 and early adoption of the amendment is permitted after December 2018.permitted. The Company is evaluatinghas evaluated the new guidance to determine if, and determined it will have no material impact to the extent, it will impact the consolidated financial statements.

In February 2016,March 2020, the FASB issued ASU No. 2016-02,2020-04, LeasesReference Rate Reform (Topic 848),, which amends the existing accounting standards for lease accounting, including requiring lessees to recognize most leases on their balance sheets and making targeted changes to lessor accounting. The effective datewas amended in December 2022 by ASU No. 2022-06, Reference Rate Reform (Topic 848): Deferral of the standardSunset Date of Topic 848. This Topic contains practical expedients for reference rate reform related activities that impact debt, leases, derivatives and other contracts. As of December 31, 2023, the Company has converted all its LIBOR indexed debt and derivatives to SOFR based indexes. For all derivative financial instruments designated as effective hedges, the Company utilized the elective relief in Topic 848 which allows for the continuation of hedge accounting through the transition process.


F-14

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ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DecemberDECEMBER 31, 20172023

NOTE 3 — LEASES

NOTE 2—SIGNIFICANT ACCOUNTING POLICIES (Continued)

will be fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018, and early adoption is permitted. The new leases standard requires a modified retrospective transition approach for all leases existing at, or entered into after, the date of initial application, with an option to use certain transition relief. Lessor Accounting

The Company is currently evaluating this new standard. The Company anticipates adopting this guidance effective as of January 1, 2019 and will apply the modified retrospective approach.

        In May 2014, the FASB issued ASU 2014-09,Revenue from Contracts with Customers (Topic 606), which outlines a new, single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. The new model will require revenue recognition to depict the transfer of promised goods or services to customers in an amount that reflects the consideration a company expects to receive in exchange for those goods or services. The standard can be applied either retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. In July 2015, the FASB issued ASU 2015-14,Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, which delays the effective date of ASU 2014-09 by one year. In March 2016, the FASB issued ASU 2016-08,Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net), which is intended to improve the operability and understandability of the implementation guidance on principal versus agent considerations. ASU 2014-09, ASU 2015-14 and ASU 2016-08 are herein collectively referred to as the "New Revenue Recognition Standards".

        The New Revenue Recognition Standards are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. Early adoption is permitted but not before annual periods beginning after December 15, 2016. The Company anticipates adopting the New Revenue Recognition Standards effective as of January 1, 2018, and applying the cumulative-effect adoption method. The Company has evaluated its revenue streams, and as they are primarily related to leasing activitiesowns rental properties which are scoped out of the New Revenue Recognition Standards, it has determined that the adoption of such standards will not have a material impact on the consolidated financial statements and there will be no cumulative translation adjustments upon adoption.


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ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

Notesleased to Consolidated Financial Statements (Continued)

December 31, 2017

NOTE 3—EARNINGS PER COMMON SHARE

        Basic earnings per share was determined by dividing net income allocable to common stockholders for each year by the weighted average number of shares of common stock outstanding during the applicable year. Net income is also allocated to the unvested restricted stock outstanding during each year, as the restricted stock is entitled to receive dividends and is therefore considered a participating security. Unvested restricted stock is not allocated net losses; such amounts are allocated entirely to the common stockholders, other than the holders of unvested restricted stock. As of December 31, 2017, the shares of common stock underlying the restricted stock units awarded under the 2016 Incentive Plan are excluded from the basic earnings per share calculation, as these units are not participating securities. The restricted stock units issued pursuant to the 2009 and 2016 Incentive Plans are referred to as "RSUs".

        Diluted earnings per share reflects the potential dilution that could occur if securities or other rights exercisable for, or convertible into, common stock were exercised or converted or otherwise resulted in the issuance of common stock that shared in the earnings of the Company.

        See Note 13 for information regarding the Company's equity incentive plans.

        The diluted weighted average number of shares of common stock includes common stock underlying the RSUs awarded under the plans identified in the table below:

 
  
 Year Ended December 31, 
 
 Number of
underlying
shares
 
 
 2017 2016 2015 

2009 Incentive Plan

  200,000  (a) 114,000  108,000 

2016 Incentive Plan

  76,250  71,478(b)    

(a)
RSUs with respect to 113,584 shares vested on June 30, 2017 and such shares were issued in August 2017.

(b)
Includes 33,353 shares that would be issued pursuant to a return on capital performance metric and 38,125 shares that would be issued pursuant to a stockholder return metric, assuming the end of the quarterly period was the June 30, 2020 vesting date. The remaining 4,772 shares awarded pursuant to the capital performance metric (of a total of 38,125 that were awarded on September 26, 2017) are not included.

        There were no options outstanding to purchase shares of common stock or other rights exercisable for, or convertible into, common stock in 2017, 2016 and 2015.


Table of Contents


ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

December 31, 2017

NOTE 3—EARNINGS PER COMMON SHARE (Continued)

        The following table provides a reconciliation of the numerator and denominator of earnings per share calculations (amounts in thousands, except per share amounts):

 
 Year Ended December 31, 
 
 2017 2016 2015 

Numerator for basic and diluted earnings per share:

          

Net income

 $24,249 $24,481 $21,907 

Less net income attributable to non-controlling interests

  (102) (59) (1,390)

Less earnings allocated to unvested restricted stock(a)

  (1,072) (999) (852)

Net income available for common stockholders: basic and diluted

 $23,075 $23,423 $19,665 

Denominator for basic earnings per share:

  
 
  
 
  
 
 

Weighted average number of common shares

  17,944  16,768  15,971 

Effect of diluted securities:

          

RSUs

  103  114  108 

Denominator for diluted earnings per share:

          

Weighted average number of shares

  18,047  16,882  16,079 

Earnings per common share, basic

 $1.29 $1.40 $1.23 

Earnings per common share, diluted

 $1.28 $1.39 $1.22 

Net income attributable to One Liberty Properties, Inc. common stockholders, net of non-controlling interests

 $24,147 $24,422 $20,517 

(a)
Represents an allocation of distributed earnings to unvested restricted stock which, as participating securities, are entitled to receive dividends.

NOTE 4—REAL ESTATE INVESTMENTS AND MINIMUM FUTURE RENTALS

Real Estate Acquisitions

        The following charts detail the Company's acquisitions of real estate during 2017 and 2016 (amounts in thousands):

Description of Property
 Date
Acquired
 Contract
Purchase
Price
 Terms of
Payment
 Third Party
Real Estate
Acquisition Costs(a)
 

Forbo industrial facility,
Huntersville, North Carolina

 May 25, 2017 $8,700 Cash and $5,190 mortgage(b) $72 

Saddle Creek Logistics industrial facility,
Pittston, Pennsylvania

 June 9, 2017  11,750 All cash(c)  199 

Corporate Woods industrial facility,
Ankeny, Iowa

 June 20, 2017  14,700 All cash(d)  29 

Dufresne Spencer Group industrial facility,
Memphis, Tennessee

 October 10, 2017  8,000 All cash  87 

Totals for 2017

   $43,150   $387 

Table of Contents


ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

December 31, 2017

NOTE 4—REAL ESTATE INVESTMENTS AND MINIMUM FUTURE RENTALS (Continued)

Description of Property
 Date
Acquired
 Contract
Purchase
Price
 Terms of
Payment
 Third Party
Real Estate
Acquisition Costs(e)
 

Multi-tenant industrial facility,
Greenville, South Carolina

 March 30, 2016 $8,100 All cash $80 

Multi-tenant industrial facility,
Greenville, South Carolina

 March 30, 2016  8,950 All cash  81 

Toro distribution facility,
El Paso, Texas

 June 3, 2016  23,695 All cash  72 

4 Advanced Auto retail stores,
Ohio

 June 16, 2016  6,523 Cash and $4,300 mortgage(b)  80 

Land—The Briarbrook Village Apartments,
Wheaton, Illinois

 August 2, 2016  10,530 All cash  (f)

Burlington Coat and Micro Center retail stores,
St. Louis Park, Minnesota

 August 12, 2016  14,150 All cash  74 

Land—The Vue Apartments,
Beachwood, Ohio

 August 16, 2016  13,896 All cash  (g)

Famous Footwear distribution facility,
Lebanon, Tennessee

 September 1, 2016  32,734 Cash and $21,288 mortgage(b)  195 

Other costs(h)

        14 

Totals for 2016

   $118,578   $596 

(a)
Transaction costs incurred with these asset acquisitions were capitalized.

(b)
The new mortgage debt was obtained simultaneously with the acquisition of the property.

(c)
In August 2017, the Company obtained new mortgage debt of $7,200.

(d)
In July 2017, the Company obtained new mortgage debt of $8,820.

(e)
Included as an expense in Real estate acquisition costs in the accompanying consolidated statement of income.

(f)
Transaction costs aggregating $6 incurred with this asset acquisition were capitalized.

(g)
Transaction costs aggregating $5 incurred with this asset acquisition were capitalized.

(h)
Costs incurred for properties purchased in the previous year.

Table of Contents


ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

December 31, 2017

NOTE 4—REAL ESTATE INVESTMENTS AND MINIMUM FUTURE RENTALS (Continued)

        The following charts detail the allocation of the purchase price for the Company's acquisitions of real estate during 2017 and 2016 (amounts in thousands):

 
  
  
  
 Intangible Lease  
 
 
  
  
 Building
Improvements
  
 
Description of Property
 Land Building Asset Liability Total 

Forbo industrial facility,

                   

Huntersville, North Carolina

 $1,046 $6,452 $222 $1,052 $ $8,772 

Saddle Creek Logistics industrial facility,

                   

Pittston, Pennsylvania

  999  9,675  247  1,028    11,949 

Corporate Woods industrial facility,

                   

Ankeny, Iowa

  1,351  11,420  187  1,929  (158) 14,729 

Dufresne Spencer Group industrial facility,

                   

Memphis, Tennessee

  135  7,750  202      8,087 

Totals for 2017

 $3,531 $35,297 $858 $4,009 $(158)$43,537 

Multi-tenant industrial facility,

                   

Greenville, South Carolina

 $693 $6,718 $175 $514 $ $8,100 

Multi-tenant industrial facility,

                   

Greenville, South Carolina

  528  7,893  181  441  (93) 8,950 

Toro distribution facility,

                   

El Paso, Texas

  3,691  17,525  379  2,100    23,695 

4 Advanced Auto retail stores,

                   

Ohio

  653  5,012  189  912  (243) 6,523 

Land—The Briarbrook Village Apartments,

                   

Wheaton, Illinois

  10,536          10,536 

Burlington Coat and Micro Center retail stores,

                   

St. Louis Park, Minnesota

  3,388  12,632  456  651  (2,977) 14,150 

Land—The Vue Apartments,

                   

Beachwood, Ohio

  13,901          13,901 

Famous Footwear distribution facility,

                   

Lebanon, Tennessee

  2,094  29,436  603  3,576  (2,975) 32,734 

Totals for 2016

 $35,484 $79,216 $1,983 $8,194 $(6,288)$118,589 

        As of December 31, 2017, the weighted average amortization period for the 2017 acquisitions is 6.8 years and 12.2 years for the intangible lease assets and intangible lease liabilities, respectively. As of December 31, 2016, the weighted average amortization period for the 2016 acquisitions is 9.3 years and 13.0 years for the intangible lease assets and intangible lease liabilities, respectively. The Company assessed the fair value of the lease intangibles based on estimated cash flow projections that utilize appropriate discount rates and available market information. Such inputs are Level 3 (as defined in Note 2) in the fair value hierarchy.

        At December 31, 2017 and 2016, accumulated amortization of intangible lease assets was $17,542,000 and $16,074,000, respectively, and accumulated amortization of intangible lease liabilities was $7,849,000 and $6,386,000, respectively.


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ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

December 31, 2017

NOTE 4—REAL ESTATE INVESTMENTS AND MINIMUM FUTURE RENTALS (Continued)

        During 2017, 2016 and 2015, the Company recognized net rental income of $897,000, $712,000 and $723,000, respectively, for the amortization of the above/below market leases. During 2017, 2016 and 2015, the Company recognized amortization expense of $4,984,000, $3,612,000 and $3,467,000, respectively, relating to the amortization of the origination costs associated with in-place leases, which is included in Depreciation and amortization expense.

        The unamortized balance of intangible lease assets as a result of acquired above market leases at December 31, 2017 will be deducted from rental income through 2032 as follows (amounts in thousands):

2018

 $748 

2019

  646 

2020

  620 

2021

  614 

2022

  448 

Thereafter

  1,217 

Total

 $4,293 

        The unamortized balance of intangible lease liabilities as a result of acquired below market leases at December 31, 2017 will be added to rental income through 2055 as follows (amounts in thousands):

2018

 $1,794 

2019

  1,781 

2020

  1,629 

2021

  1,593 

2022

  1,468 

Thereafter

  9,286 

Total

 $17,551 

        The unamortized balance of origination costs associated with in-place leases at December 31, 2017 will be charged to amortization expense through 2055 as follows (amounts in thousands):

2018

 $4,056 

2019

  3,669 

2020

  3,435 

2021

  3,168 

2022

  2,672 

Thereafter

  9,232 

Total

 $26,232 

Table of Contents


ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

December 31, 2017

NOTE 4—REAL ESTATE INVESTMENTS AND MINIMUM FUTURE RENTALS (Continued)

Minimum Future Rents

        The rental properties owned at December 31, 2017 are leasedtenants under operating leases with current expirations ranging from 20182024 to 2037,2055, with options to extend or terminate the lease. Revenues from such leases are reported as Rental income, net, and are comprised of (i) lease components, which includes fixed and variable lease payments and (ii) non-lease components which includes reimbursements of property level operating expenses. The Company does not separate non-lease components from the related lease components, as the timing and pattern of transfer are the same, and account for the combined component in accordance with ASC 842.

Fixed lease revenues represent the base rent that each tenant is required to pay in accordance with the terms of its respective lease, and any lease incentives paid or payable to the lessee, reported on a straight-line basis over the non-cancelable term of the lease. Variable lease revenues typically include payments based on (i) tenant reimbursements, (ii) changes in the index or market-based indices after the inception of the lease, (iii) percentage rents and (iv) the operating performance of the property. Variable lease revenues are not recognized until the specific events that trigger the variable payments have occurred.

The components of lease revenues are as follows (amounts in thousands):

Year Ended December 31, 

    

    

2023

    

2022

    

2021

Fixed lease revenues

$

75,935

$

74,101

$

70,387

Variable lease revenues

 

13,759

17,259

(a)

 

11,008

Lease revenues (b)

 

$

89,694

$

91,360

$

81,395

(a)Includes, for 2022, $4,626 of additional rent accrued from a ground lease tenant – see Note 6.
(b)Excludes $952, $831 and $785 of amortization related to lease intangible assets and liabilities for 2023, 2022 and 2021, respectively.

In many of the Company’s leases, the tenant is obligated to pay the real estate taxes, insurance, and certain other expenses directly to the vendor. These obligations, which have been assumed by the tenants, are not reflected in the Company’s consolidated financial statements. To the extent any such tenant renewal rights.defaults on its lease or if it is deemed probable that the tenant will fail to pay for such obligations, a liability for such obligations would be recorded.

On a quarterly basis, the Company assesses the collectability of substantially all lease payments due by reviewing the tenant’s payment history or financial condition. Changes to collectability are recognized as a current period adjustment to rental revenue. As of December 31, 2023, the Company has assessed the collectability of all recorded lease revenues as probable.

F-15

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ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2023

NOTE 3 — LEASES (CONTINUED)

Minimum Future Rents

As of December 31, 2023, the minimum future contractual rents to be received on non-cancellable operating leases are included in the table below (amounts in thousands). The minimum future contractual rents do not include (i) straight-line rent or amortization of lease intangibles or incentives and (ii) rental income which can be deferred under the Company's ground leases on the basis of the respective property's operating performance. Such rents were $3,623,000, $2,379,000 and $1,458,000 during 2017, 2016 and 2015, respectively.variable lease payments as described above.

        The minimum future contractual rents to be received over the next five years and thereafter on non-cancellable operating leases in effect at December 31, 2017 are as follows (amounts in thousands):

2018

 $64,412 

2019

 62,360 

2020

 60,035 

2021

 56,965 

2022

 47,434 

For the year ending December 31,

2024

$

70,906

2025

65,473

2026

61,286

2027

51,983

2028

41,028

Thereafter

 176,838 

127,437

Total

 $468,044 

$

418,113

Unbilled Rent Receivable

Lease Incentives

At December 31, 20172023 and 2016,2022, the Company'sCompany’s unamortized lease incentives aggregating $1,095,000 and $1,300,000, respectively, are recorded in other assets and receivables on the consolidated balance sheets. During 2023 and 2022, the Company amortized $121,000 and $44,000, respectively, of such incentives as a reduction to rental income. During 2023, the Company wrote-off $84,000 of a tenant’s unamortized lease incentive balance as the related property was sold during such year, which reduced the gain on sale reported on the consolidated statement of income. The lease incentives will be amortized against rental income over the term of the leases during the next 10 years.

Unbilled Straight-Line Rent

At December 31, 2023 and 2022, the Company’s unbilled rent receivables aggregating $14,125,000$16,661,000 and $13,797,000,$16,079,000, respectively, represent rent reported on a straight-line basis in excess of rental payments required under the respective leases. The unbilled rent receivable is to be billed and received pursuant to the lease terms during the next 2419 years.

During 20172023, 2022 and 2016,2021, the Company wrote off $105,000wrote-off $1,048,000, $519,000 and $2,060,000,$1,438,000, respectively, of unbilled straight-line rent receivable related to the properties sold during such years, which reduced the gain on sale reported on the consolidated statements of income.

At December 31, 2023 and 2022, the Company’s unearned rental income aggregating $579,000 and $756,000, respectively, represent rent reported on a straight-line basis less than rental payments required under the respective leases. Such amounts are recorded in other liabilities on the consolidated balance sheets. The unearned rental income is to be recognized into revenue over the term of the leases during the next eight years.

During 2017, 2016 and 2015,2023, the Company also wrotewrote-off $43,000 of a tenant’s unearned rental income as the related property sold was sold during such year, which increased the gain on sale reported on the consolidated statement of income. No such amounts were written off $362,000, $7,000 and $89,000, respectively,during 2022 or 2021.

On a quarterly basis, the Company assesses the collectability of unbilled straight-line rent receivable related to properties at whichbalances by reviewing the tenant’s payment history and financial condition. The Company has assessed the collectability of all unbilled rent receivable balances as probable as of December 31, 2023. During 2023, the Company wrote-off, as a reduction of rental income, net, $133,000 of unbilled rent receivables due from Bed Bath & Beyond as the tenant filed for Chapter 11 bankruptcy.

        During 2015, the Company wrote off unbilled straight-line rent receivables of $477,000 related tobankruptcy protection and rejected its lease terminations effected prior to lease expirations (see below).in April 2023.


F-16

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ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

NotesNOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2023

NOTE 3 — LEASES (CONTINUED)

Lessee Accounting

Ground Lease

The Company is a lessee under a ground lease in Greensboro, North Carolina, which is classified as an operating lease. The ground lease expires March 3, 2025 and provides for up to Consolidated Financial Statements (Continued)

four, five-year renewal options and one seven-month renewal option. At December 31, 2017

NOTE 4—REAL ESTATE INVESTMENTS AND MINIMUM FUTURE RENTALS (Continued)

Lease Termination Fees

        In 2015, the Company received lease termination fees of $2,886,000 from tenants in lease buy-out transactions. In connection with the receipt of these fees, the Company wrote off an aggregate of $530,000 as offsets to rental income, representing the entire balance of the unbilled rent receivables2023 and the intangible lease assets related to these tenants as of December 31, 2015. The Company re-leased substantially all of such spaces simultaneously with the termination of the leases.

Purchase of Partner's 50% Interest

        In March 2015, the Company purchased for $6,300,000, its partner's 50% interest in an unconsolidated joint venture that owned a property in Lincoln, Nebraska, and as a result, the Company obtained a controlling financial interest. The payment was comprised of (i) $2,636,000 paid directly to the partner and (ii) $3,664,000, substantially all of which was used to pay off the partner's 50% share of the underlying joint venture mortgage. In consolidating the investment,2022, the Company recorded a purchase price fair value adjustmentliability of $960,000$2,827,000 and $6,366,000, respectively, for the obligation to make payments under the lease and an asset of $2,246,000 and $5,864,000, respectively, for the right to use the underlying asset during the lease term which are included in other liabilities and other assets, respectively, on the consolidated statementbalance sheets. Lease payments associated with renewal option periods that the Company determined were reasonably certain to be exercised are included in the measurement of income, representing the difference betweenlease liability and right of use asset. During 2023, as a result of an amendment to the book valueoperating lease at this property, the Company determined it was no longer reasonably certain that the second ground lease extension option would be exercised. As such, the Company reassessed the right of use asset and adjusted the lease liability to reflect the shortened lease term. As of December 31, 2023, the remaining lease term, including renewal options deemed exercised, is 6.2 years. The Company applied a discount rate of 6.91%, based on its preexisting equity investmentincremental borrowing rate given the term of the lease, as the rate implicit in the lease is not known. During the years ended December 31, 2023, 2022 and 2021, the Company recognized $544,000, $599,000 and $599,000, respectively, of lease expense related to this ground lease which is included in Real estate expenses on the Marchconsolidated statements of income.

Office Lease

The Company is a lessee under a corporate office lease in Great Neck, New York, which is classified as an operating lease. The lease expires on December 31, 2015 purchase date2031 and provides a 5-year renewal option. At December 31, 2023 and 2022, the fair valueCompany recorded a liability of $536,000 and $558,000, respectively, for the obligation to make payments under the lease and an asset of $505,000 and $535,000, respectively, for the right to use the underlying asset during the lease term which are included in other liability and other assets, respectively, on the consolidated balance sheets. Lease payments associated with the renewal option period, which was determined to be reasonably certain to be exercised, are included in the measurement of the net assets acquired.lease liability and right of use asset. As of December 31, 2023, the remaining lease term, including the renewal option deemed exercised, is 13.0 years. The Company applied a discount rate of 3.81%, based on its incremental borrowing rate given the term of the lease, as the rate implicit in the lease is not known. During the years ended December 31, 2023, 2022 and 2021, the Company recognized $56,000, $56,000 and $55,000, respectively, of lease expense related to this office lease which is included in General and administrative expenses on the consolidated statements of income.

Minimum Future Lease Payments

As of December 31, 2023, the minimum future lease payments related to the operating ground and office leases are as follows (amounts in thousands):

For the year ending December 31,

2024

$

557

2025

626

2026

 

627

2027

 

629

2028

 

630

Thereafter

 

1,229

Total undiscounted cash flows

$

4,298

Present value discount

 

(935)

Lease liability

$

3,363


F-17

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ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DecemberDECEMBER 31, 20172023

NOTE 4 — REAL ESTATE INVESTMENTS

NOTE 5—SALES OF PROPERTIES AND IMPAIRMENT LOSS

Sales of PropertiesAcquisitions

The following charttable details the Company's sales ofCompany’s real estate acquisitions during 20172023 and 20162022 (amounts in thousands):. The Company determined that with respect to each of these acquisitions, the gross assets acquired are concentrated in a single identifiable asset. Therefore, these transactions do not meet the definition of a business and are accounted for as asset acquisitions. As such, direct transaction costs associated with these asset acquisitions have been capitalized to real estate assets and depreciated over their respective useful lives.

Contract

Capitalized

Date

Purchase

Terms of

Transaction

Description of Industrial Property

    

Acquired

    

 Price

    

Payment

    

Costs

Multi-tenant

Blythewood, South Carolina

July 13, 2023

$

13,400

Cash and $4,280 mortgage (a)

$

109

Totals for 2023

$

13,400

 

  

$

109

Conditioned Air Company of Naples LLC

Fort Myers, Florida

January 5, 2022

$

8,100

All cash (b)

$

66

Q.E.P. Co., Inc.

Dalton, Georgia

May 12, 2022

17,000

All cash (b)

330

Multi-tenant

Hillside, Illinois

May 16, 2022

5,770

All cash

112

Curaleaf, Inc.

Lexington, Kentucky

June 17, 2022

8,430

Cash and $5,480 mortgage (c)

80

Multi-tenant

Northwood, Ohio

November 15, 2022

8,629

Cash and $6,034 mortgage (d)

87

Multi-tenant

Northwood, Ohio

November 15, 2022

8,561

Cash and $6,034 mortgage (d)

86

Totals for 2022

$

56,490

 

  

$

761

(a)Simultaneously with the acquisition of this property, the Company assumed a $4,280 mortgage, bearing an interest rate of 4.60% and maturing in 2029.
(b)Subsequent to the acquisitions of the Fort Myers, Florida and Dalton, Georgia properties, the Company obtained new mortgage debt of $4,860 and $10,000, bearing interest rates of 3.09% and 3.50% and maturing in 2031 and 2032, respectively.
(c)Simultaneously with the acquisition of this property, the Company obtained new mortgage debt of $5,480, bearing an interest rate of 3.85% and maturing in 2047.
(d)Simultaneously with the acquisition of these properties, the Company assumed a $6,034 mortgage encumbering both properties, bearing an interest rate of 3.57% and maturing in 2030.

F-18

Description of Property
 Date Sold Gross
Sales Price
 Gain on Sale of
Real Estate, Net
 

Retail property,

         

Greenwood Village, Colorado

 May 8, 2017 $9,500 $6,568 

Retail property,

         

Kansas City, Missouri(a)

 July 14, 2017  10,250  2,180 

Retail property,

         

Niles, Illinois

 August 31, 2017  5,000  1,089 

Restaurant property,

         

Ann Arbor, Michigan(a)(b)

 November 14, 2017  2,300   

Totals for 2017

   $27,050 $9,837 

Portfolio of eight retail properties,

         

Louisiana and Mississippi

 February 1, 2016 $13,750 $787 

Retail property,

         

Killeen, Texas

 May 19, 2016  3,100  980 

Land,

         

Sandy Springs, Georgia

 June 15, 2016  8,858  2,331 

Industrial property,

         

Tomlinson, Pennsylvania

 June 30, 2016  14,800  5,660 

Retail property,

         

Island Park, NY

 December 22, 2016  2,702  213 

    43,210  9,971 

Partial condemnation of land,

         

Greenwood Village, Colorado(c)

 July 5, 2016  153  116 

Totals for 2016

   $43,363 $10,087 

(a)
See Note 11 for information on the payoff of the mortgage on this property and the early termination of the interest rate swap derivative.

(b)
See "—Impairment Loss" for additional information.

(c)
Represents amount received from the Colorado Department of Transportation ("CDOT"), as a result of a partial condemnation of land and easements obtained by CDOT.

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ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2023

NOTE 4 — REAL ESTATE INVESTMENTS (CONTINUED)

The following table details the allocation of the purchase price and capitalized transaction costs for the Company’s acquisition of real estate during 2023 and 2022 (amounts in thousands):

Building &

Intangible Lease

Mortgage

Description of Industrial Property

    

Land

    

Improvements

    

Asset (a)

    

Liability (b)

Intangible (c)

Total

Multi-tenant

Blythewood, South Carolina

$

311

$

12,304

$

871

$

(237)

$

260

$

13,509

Totals for 2023

$

311

$

12,304

$

871

$

(237)

$

260

$

13,509

Conditioned Air Company of Naples LLC

Fort Myers, Florida

$

991

$

6,876

$

568

$

(269)

$

$

8,166

Q.E.P. Co., Inc.

Dalton, Georgia

547

15,836

1,223

(276)

17,330

Multi-tenant

Hillside, Illinois

2,560

2,975

539

(192)

5,882

Curaleaf, Inc.

Lexington, Kentucky

1,558

6,881

486

(415)

8,510

Multi-tenant

Northwood, Ohio

181

8,306

747

(854)

336

8,716

Multi-tenant

Northwood, Ohio

171

7,383

759

334

8,647

Totals for 2022

$

6,008

$

48,257

$

4,322

$

(2,006)

$

670

$

57,251

(a)With respect to the intangible lease assets, the weighted average amortization period for the 2023 and 2022 acquisitions is 1.1 years and 6.1 years, respectively.
(b)With respect to the intangible lease liabilities, the weighted average amortization period for the 2023 and 2022 acquisitions is 1.1 years and 8.8 years, respectively.
(c)With respect to the mortgage intangible assets, the weighted average amortization period for the 2023 and 2022 acquisitions is 5.4 years and 7.1 years, respectively.

The following table details the market capitalization and discount rates associated with the assessment of the fair value of the related lease and mortgage intangibles for the Company’s acquisition of real estate:

Discount Rate (a)

Year

Market Cap

Lease

Mortgage

Acquired

Description of Industrial Property

Rate (a)

Intangible

Intangible

2023

Multi-tenant

Blythewood, South Carolina

6.75%

6.75%

6.00%

2022

Conditioned Air Company of Naples LLC

Fort Myers, Florida

5.50%

5.60%

2022

Q.E.P. Co., Inc.

Dalton, Georgia

5.00%

5.69%

2022

Multi-tenant

Hillside, Illinois

6.25%

6.63%

(b)

2022

Curaleaf, Inc.

Lexington, Kentucky

5.25%

5.88%

2022

Multi-tenant

Northwood, Ohio

6.75%

5.60%

5.75%

2022

Multi-tenant

Northwood, Ohio

6.75%

5.60%

5.75%

(a)The fair value of the tangible and intangible leases and mortgages were assessed as of the acquisition date using an income approach and estimated cash flow projections which utilize an appropriate market capitalization rate and discount rate which are categorized as Level 3 unobservable inputs in the fair value hierarchy (as defined in Note 2).
(b)Represents the weighted average discount rate of the warehouse lease (i.e., 5.77%) and the office lease (i.e., 9.03%).

F-19

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ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2023

NOTE 4 — REAL ESTATE INVESTMENTS (CONTINUED)

The following table details the accumulated amortization of acquired intangibles during the periods indicated (amounts in thousands):

December 31, 2023

December 31, 2022

Intangible

Intangible

Lease Assets

Mortgage Asset (a)

Lease Liabilities

Lease Assets

Mortgage Asset (a)

Lease Liabilities

Accumulated amortization

$

19,377

$

126

$

5,191

$

23,506

$

12

$

5,061

(a)In connection with the assumption of below-market mortgages in 2022 and 2023 upon the acquisition of the Northwood, Ohio and Blythewood, South Carolina properties.

The following table details the amortization of acquired intangibles and the classification in the Company’s consolidated statements of income for the periods indicated (amounts in thousands):

Year Ended December 31,

2023

2022

2021

Classification

Intangible lease assets/liabilities

$

952

$

831

$

785

Rental income, net

Tenant origination costs

4,821

4,722

4,700

Depreciation and amortization

Intangible mortgage assets

114

12

Interest expense

As of December 31, 20172023, the future amortization of the Company’s acquired intangibles are as follows (amounts in thousands):

For the year ending December 31,

Intangible Lease Assets (a)

Tenant Origination Costs (b)

Intangible Mortgage Assets (c)

Intangible Lease Liabilities (d)

2024

$

154

$

3,685

$

137

$

1,085

2025

 

128

2,672

137

723

2026

 

91

2,462

137

704

2027

 

31

1,785

137

756

2028

 

28

1,103

137

735

Thereafter

 

80

2,462

119

6,093

Total

$

512

$

14,169

$

804

$

10,096

(a)The result of acquired above-market leases and will be deducted from rental income through 2032.
(b)The result of acquired in-place leases and will be charged to Depreciation and amortization expense through 2055.
(c)The result of acquired below-market mortgages and will be charged to interest expense through 2030.
(d)The result of acquired below-market leases and will be added to rental income through 2055.

Depreciation and Amortization

Depreciation of buildings is computed on the straight-line method over an estimated useful life of 40 years. Depreciation of building improvements is computed on the straight-line method over the estimated useful life of the improvements. If the Company determines it is the owner of tenant improvements, the amounts funded to construct the tenant improvements are treated as a capital asset and depreciated over the lesser of the remaining lease term or the estimated useful life of the improvements on the straight-line method. Leasehold interest and the related ground lease payments are amortized over the initial lease term of the leasehold position. During 2023, 2022 and 2021, the Company recorded depreciation expense (including amortization of a leasehold position, lease origination costs, and capitalized leasing commissions) of $24,789,000, $23,781,000 and $22,832,000, respectively.

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ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2023

NOTE 5—5 — SALES OF PROPERTIES

The following table details the Company’s sales of real estate during 2023, 2022 and 2021 (amounts in thousands):

Gross

Gain on Sale of

Description of Property

City, State

Date Sold

Sales Price

Real Estate, Net

TGI Fridays restaurant property

Hauppauge, New York

February 28, 2023

$

4,200

$

1,534

Havertys retail property

Duluth, Georgia

May 31, 2023

6,000

3,180

TGI Fridays restaurant property

Greensboro, North Carolina

September 20, 2023

3,250

332

Land (a)

Lakewood, Colorado

November 14, 2023

3,333

(a)

2,177

(a)

Chuck E Cheese restaurant property

Indianapolis, Indiana

November 15, 2023

2,200

226

TGI Fridays restaurant property

Richmond, Virginia

November 17, 2023

3,200

265

Applebee's restaurants (2 properties)

Cartersville & Carrollton, Georgia

December 5, 2023

7,300

2,581

Applebee's restaurant property

Lawrenceville, Georgia

December 7, 2023

2,903

(b)

989

Havertys retail property

Virginia Beach, Virginia

December 15, 2023

5,500

1,727

Barnes & Noble retail property

Fort Myers, Florida

December 21, 2023

7,300

3,997

Totals for 2023

$

45,186

$

17,008

(c)

Wendy's restaurants (4 properties)

Various cities, Pennsylvania

March 22, 2022

$

10,000

$

4,649

Orlando Baking industrial property

Columbus, Ohio

May 2, 2022

8,500

6,925

Havertys retail property

Fayetteville, Georgia

June 17, 2022

4,800

(d)

1,125

Vacant retail property

Columbus, Ohio

August 8, 2022

8,300

4,063

Totals for 2022

$

31,600

$

16,762

(e)

Whole Foods retail property & parking lot

West Hartford, Connecticut

June 17, 2021

$

40,510

$

21,469

Vacant retail property

Philadelphia, Pennsylvania

July 1, 2021

8,300

1,299

(f)

Wendy's restaurants - 2 properties

Hanover & Gettysburg, Pennsylvania

December 27, 2021

5,700

2,695

Totals for 2021

$

54,510

(g)

$

25,463

(h)

(a)A consolidated joint venture, in which the Company holds a 90% interest, sold a land parcel which was part of a multi-tenant shopping center. In connection with the sale of this parcel, the joint venture paid down $1,116 of the mortgage on this property. The non-controlling interest’s share of the gain was $218.
(b)In connection with this sale, the Company provided seller-financing of $1,816 which is included in other receivables on the consolidated balance sheet as of December 31, 2023. The loan receivable bears interest at 8.0% and matures on July 1, 2024, with a buyer’s option to extend the maturity an additional six months.
(c)As a result of these sales, the Company wrote-off, as a reduction to Gain on sale of real estate, net, an aggregate of $1,005 of unbilled/unearned rent, $982 of net unamortized intangible lease assets and liabilities and $223 of other assets and receivables.
(d)In connection with this sale, the Company paid off the $1,563 mortgage on this property.
(e)As a result of these sales, the Company wrote-off, as a reduction to Gain on sale of real estate, net, an aggregate of $519 of unbilled rent receivables and $4 of net unamortized intangible lease liabilities and assets.
(f)This property was owned by a consolidated joint venture in which the Company held a 90% interest. The non-controlling interest’s share of the gain was $130.
(g)In connection with these sales, the Company paid off mortgages in an aggregate of $20,387 and incurred $848 of prepayment costs on debt.
(h)As a result of these sales, the Company wrote-off, as a reduction to Gain on sale of real estate, net, an aggregate of $1,438 of unbilled rent receivables and $967 of unamortized intangible lease assets.

F-21

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ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2023

NOTE 5 — SALES OF PROPERTIES AND IMPAIRMENT LOSS (Continued)(CONTINUED)

        In January 2015, a consolidated joint venture of the Company sold a property located in Cherry Hill, New Jersey for $16,025,000, net of closing costs. The sale resulted in a gain of $5,392,000, recorded as Gain on sale of real estate, net, for the year ended December 31, 2015. In connection with the sale, the Company paid off the $7,376,000 mortgage balance on this property and incurred a $472,000 swap termination fee (included in Prepayment costs on debt). The non-controlling interest's share of income from the transaction was $1,320,000 and is included in net income attributable to non-controlling interests.

Sale of Property Subsequentsubsequent to December 31, 20172023

On January 30, 2018,19, 2024, the Company soldentered into a property locatedcontract to sell a pad site at a multi-tenant shopping center in Fort Bend, Texas andLakewood, Colorado, which is owned by a consolidated joint venture in which the Company held an 85%holds a 90% interest, for approximately $9,000,000, net of closing costs,$2,900,000. The buyer’s right to terminate the contract expired February 23, 2024 and paid off the $4,400,000 mortgage. This property accounted for less than 1.2% ofsale is anticipated to close during the Company's rental income, net, during 2017, 2016 and 2015.quarter ending March 31, 2024. The Company anticipates recognizing a gain on sale of real estate, net on its consolidated statement of income of approximately $2,400,000$1,800,000 during the three months ending March 31, 2018. The2024, of which the non-controlling interest'sinterest’s share of the gain from the transaction will be approximately $800,000.$180,000.

Impairment Loss

        In November 2017, the Company sold its property formerly tenanted by Joe's Crab Shack, located in Ann Arbor, Michigan. As the sales price was less than the net book value, the Company determined that the property was impaired and recorded an impairment loss of $153,000, representing the difference, at September 30, 2017, between the net sales price and the net book value. The impairment loss is included in the accompanying consolidated statement of income for the year ended December 31, 2017.

NOTE 6—ALLOWANCE FOR DOUBTFUL ACCOUNTS

        At December 31, 2017 and 2016, there was no balance in the allowance for doubtful accounts.

        The Company records bad debt expense as a reduction of rental income and/or tenant reimbursements. The Company recorded bad debt expense of $291,000, $105,000 and $89,000 during 2017, 2016 and 2015, respectively. Such bad debt expense related to rental income and tenant reimbursements due from five tenants at properties that filed for Chapter 11 bankruptcy protection during such years. In relation to these tenants, the Company wrote off (i) $362,000, $7,000 and $89,000 of unbilled straight-line rent receivable as a reduction to rental income, (ii) $67,000, $0 and $124,000 of unamortized intangible lease assets and liabilities as an adjustment to rental income and (iii) $884,000, $0 and $380,000 of tenant origination costs as an increase to depreciation expense during 2017, 2016 and 2015, respectively. In 2017, the Company sold three of these properties, located in Greenwood Village, Colorado, Niles, Illinois and Ann Arbor, Michigan (see Note 5) and re-tenanted one property in Philadelphia, Pennsylvania. The Company has determined that no impairment charge is required with respect to the remaining property, which at December 31, 2017, had a net book value of $2,118,000.


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ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

December 31, 2017

NOTE 7—6 — VARIABLE INTEREST ENTITIES, CONTINGENT LIABILITIESLIABILITY AND CONSOLIDATED JOINT VENTURES

Variable Interest Entities—Entity—Ground LeasesLease

The Company determined that with respect to the properties identified in the table below, it has a variable interest through its ground leaseslease at its Beachwood, Ohio property (The Vue Apartments) and the three owner/operators (which are affiliated with one another) are VIEsoperator is a VIE because theirits equity investment at risk is insufficient to finance its activities without additional subordinated financial support. The Company further determined that it is not the primary beneficiary of any of these VIEsthis VIE because the Company has shareddoes not have power over certainthe activities that most significantly impact the owner/operator'soperator’s economic performance (i.e., shared rights on the sale of the property) and therefore, does not consolidate these VIEsthis VIE for financial statement purposes. Accordingly, the Company accounts for these investmentsthis investment as land and the revenues from the ground leaseslease as Rental income, net. SuchThe ground lease provides for rent which can be deferred and paid based on the operating performance of the property; therefore, this rent is recognized as rental income amounted to $3,702,000, $2,361,000when the operating performance is achieved and $1,280,000 during 2017, 2016 and 2015, respectively. Included in these amountsthe rent is received. No ground lease rental income for a similarly structured transaction for a property located in Sandy Springs, Georgia, amounting to $308,000 and $419,000 during 2016 and 2015, respectively, whichhas been collected since October 2020 other than the Company sold in June 2016 (see Note 5)proceeds from the settlement of the Proceedings (as defined under “Additional rent income – Ground Lease Tenant”).

        The following chart detailsAs of December 31, 2023, the Company's VIEs through its ground leases and the aggregate carrying amount andVIE’s maximum exposure to loss aswas $17,276,000 which represented the carrying amount of December 31, 2017 (dollarsthe land. In purchasing the property in thousands):

Description of Property(a)
 Date Acquired Land
Contract
Purchase
Price
 # Units
in
Apartment
Complex
 Owner/
Operator
Mortgage from
Third Party(b)
 Type of
Exposure
 Carrying
Amount
and Maximum
Exposure to Loss
 

The Meadows Apartments,

                 

Lakemoor, Illinois

 March 24, 2015 $9,300  496 $51,380(c)Land $9,592 

The Briarbrook Village Apartments,

                 

Wheaton, Illinois

 August 2, 2016  10,530  342  39,411 Land  10,536 

The Vue Apartments,

                 

Beachwood, Ohio

 August 16, 2016  13,896  348  67,444 Land  13,901 

Totals

   $33,726  1,186 $158,235   $34,029 

(a)
Simultaneously with each purchase, the Company entered into a triple net ground lease with affiliates of Strategic Properties of North America, the owner/operators of these properties.

(b)
Simultaneously with the closing of each acquisition,2016, the owner/operator obtained a$67,444,000 mortgage from a third party which, together with the Company'sCompany’s purchase of the land, provided substantially all of the funds to acquire the complex.multi-family property. The Company provided its land as collateral for the respective owner/operator's operator’s mortgage loans;loan; accordingly, eachthe land position is subordinated to the applicable mortgage. No other financial support has been provided by the CompanyThe mortgage balance was $63,569,000 as of December 31, 2023.

Pursuant to the owner/operator.

(c)
Inground lease, as amended in November 2017, the owner/operator closed on a $7,556 supplemental mortgage (the original mortgage was for $43,824). In connection therewith,2020, the Company agreed, in its discretion, to subordinate its fee interest to this second mortgagefund 78% of (i) any operating expense shortfalls at the property and (ii) any capital expenditures required at the property. The Company funded $932,000 and $697,000 during the years ended December 31, 2023 and 2022, respectively. These amounts are included as part of the carrying amount of the land.

Additional rent incomeGround Lease Tenant

The Company’s ground lease tenant was a plaintiff/claimant in exchange forvarious legal proceedings (the “Proceedings”) against, among others, the developer of such apartment complex alleging, among other things, that the buildings’ construction was flawed. The Proceedings were settled in the quarter ended December 31, 2022 and although the Company was not a payment by the owner/operatorparty to the Proceedings, pursuant to the lease with the tenant, the Company received $4,642,000 from the settlement. At December 31, 2022, $4,626,000 of $5,906such sum was accrued as a fixed rent payment which was recorded as deferredrental income, net on the consolidated statement of income and will be included in rental income overas other receivables on the term of the lease.

consolidated balance sheet.


F-22

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ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DecemberDECEMBER 31, 20172023

NOTE 7—6 — VARIABLE INTEREST ENTITIES, CONTINGENT LIABILITIESLIABILITY AND CONSOLIDATED JOINT VENTURES (Continued)(CONTINUED)

        Pursuant to the terms of the ground lease for the Wheaton, Illinois property, the owner/operator is obligated to make certain unit renovations as and when units become vacant. Cash reserves to cover such renovation work, received by the Company in conjunction with the purchase of the property, are disbursed when the unit renovations are completed. The related cash reserve balance for this property was $443,000 and $643,000 at December 31, 2017 and 2016, respectively, and is classified as Restricted cash on the consolidated balance sheets.

Variable Interest Entities—Consolidated Joint Ventures

        With respect toThe Company has determined that the sixthree consolidated joint ventures in which the Companyit holds between an 85%a 90% to 95% interest the Company has determined that such ventures are VIEs because the non-controlling interests do not hold substantive kick-out or participating rights.

        In each of these six joint ventures, the The Company has determined it is the primary beneficiary of the VIEthese VIEs as it has the power to direct the activities that most significantly impact each joint venture'sventure’s performance including management, approval of expenditures, and the obligation to absorb the losses or rights to receive benefits. Accordingly, the Company has consolidatedconsolidates the operations of these joint venturesVIEs for financial statement purposes. The joint ventures'VIEs’ creditors do not have recourse to the assets of the Company other than those held by thesethe applicable joint ventures.venture.

The following is a summary of the consolidated VIEs'VIEs’ carrying amounts and classification in the Company'sCompany’s consolidated balance sheets, none of which are restricted (amounts in thousands):

December 31, 

2023 (a)

    

2022

Land

$

9,917

$

10,365

Buildings and improvements, net of accumulated depreciation of $6,380 and $5,670, respectively

17,475

 

17,870

Cash

1,059

 

1,163

Unbilled rent receivable

938

1,111

Unamortized intangible lease assets, net

412

472

Escrow, deposits and other assets and receivables

749

772

Mortgages payable, net of unamortized deferred financing costs of $109 and $152, respectively

16,660

18,500

Accrued expenses and other liabilities

745

 

711

Unamortized intangible lease liabilities, net

385

424

Accumulated other comprehensive income

2

22

Non-controlling interests in consolidated joint ventures

1,042

 

972

(a)A consolidated joint venture located in Lakewood, Colorado, in which the Company holds a 90% interest, sold a portion of land at this property in November 2023 and paid down the related mortgage by $1,116 (see Note 5).
 
 December 31, 
 
 2017 2016 

Land

 $17,844 $17,844 

Buildings and improvements, net of accumulated depreciation of $3,811 and $2,732, respectively

  31,789  32,535 

Cash

  1,145  1,796 

Unbilled rent receivable

  1,011  775 

Unamortized intangible lease assets, net

  1,241  1,595 

Escrow, deposits and other assets and receivables

  948  1,355 

Mortgages payable, net of unamortized deferred financing costs of $442 and $539, respectively

  32,252  33,121 

Accrued expenses and other liabilities

  870  893 

Unamortized intangible lease liabilities, net

  2,015  2,200 

Accumulated other comprehensive loss

  (1) (70)

Non-controlling interests in consolidated joint ventures

  1,742  1,794 

        AtAs of December 31, 20172023 and 2016,2022, MCB Real Estate, LLC and its affiliates ("MCB"(‘‘MCB’’) are the Company'sCompany’s joint venture partner in fourtwo consolidated joint ventures in which the Company has aggregate equity investments of approximately $9,705,000$4,448,000 and $10,522,000,$4,563,000, respectively. The Company's equity investment in its two other consolidated joint ventures is approximately $7,395,000 and $7,440,000 at December 31, 2017 and 2016, respectively.


Table of Contents


ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

December 31, 2017

NOTE 7—VARIABLE INTEREST ENTITIES, CONTINGENT LIABILITIES AND CONSOLIDATED JOINT VENTURES (Continued)

        In October 2016, the Company purchased MCB's 5% interest in a consolidated joint venture that owns a property in Deptford, New Jersey and obtained 100% ownership. The $436,000 difference between the purchase price paid of $446,000 and the non-controlling interest's share of the net assets of the property was accounted for as a reduction to paid-in capital.

Distributions to each joint venture partner are determined pursuant to the applicable operating agreement and, may not be pro ratain the event of a sale of, or refinancing of the mortgage encumbering, the property owned by such venture, the distributions to the Company may be less than that implied by the Company’s equity ownership interest each partner has in the applicable venture.

F-23

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ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2023

NOTE 8—7 — INVESTMENT IN UNCONSOLIDATED JOINT VENTURES

        At

In September 2023, an unconsolidated joint venture in which the Company had a 50% interest entered into a contract to sell this multi-tenant shopping center in Manahawkin, New Jersey for $36,500,000. As a result, the joint venture recorded an impairment charge of $1,699,000, of which the Company’s 50% share was $850,000 and was recorded in Equity in loss from unconsolidated joint ventures on the consolidated statement of income for the year ended December 31, 2017 and 2016,2023. On December 15, 2023, this property was sold for $35,070,000, net of closing costs. The Company’s 50% share of the Company's fiveloss from this sale was $108,000, which is included in Equity in loss from sale of unconsolidated joint venture properties on the consolidated statement of income for the year ended December 31, 2023.

In July 2021, an unconsolidated joint venture in which the Company had a 50% interest sold a portion of its land in Savannah, Georgia for $2,559,000, net of closing costs. The Company’s 50% share of the gain from this sale was $805,000, which is included in Equity in earnings from sale of unconsolidated joint venture properties on the consolidated statement of income for the year ended December 31, 2021. The unconsolidated joint venture retained approximately 2.2 acres of land at this property.

The Company’s remaining two unconsolidated joint ventures each ownedown and operatedoperate one property. The Company'sAs of December 31, 2023 and 2022, the Company’s equity investment in such unconsolidated joint ventures at such dates totaled $10,723,000$2,051,000 and $10,833,000,$10,400,000, respectively. The Company recorded equity in loss of $904,000 during 2023 and equity in earnings of $826,000, $1,005,000$400,000 and $412,000$202,000 during 2017, 20162022 and 2015,2021, respectively.

        At December 31, 2017, MCB is the Company's joint venture partner in one of these unconsolidated joint ventures in which the Company has an equity investment of $8,245,000.

NOTE 9—OTHER INCOME

        The year ended December 31, 2017 includes $243,000 paid to the Company by a former tenant in connection with the resolution of a dispute, and $74,000 that the Company received for easements on a sold property. The year ended December 31, 2016 includes $356,000 that the Company received for such easements.

NOTE 10—8 — DEBT OBLIGATIONS

Mortgages Payable

The following table details the Mortgages payable, net, balances per the consolidated balance sheets (amounts in thousands):

December 31, 

2023

    

2022

Mortgages payable, gross

$

422,565

$

409,175

Unamortized deferred financing costs

(3,414)

 

(3,355)

Unamortized mortgage intangible assets (a)

(804)

(658)

Mortgages payable, net

$

418,347

$

405,162

 
 December 31, 
 
 2017 2016 

Mortgages payable, gross

 $396,946 $399,192 

Unamortized deferred financing costs

  (3,789) (4,294)

Mortgages payable, net

 $393,157 $394,898 
(a)In connection with the assumption of two below-market mortgages upon the acquisition of the Northwood, Ohio and Blythewood, South Carolina properties (see Note 4).

At December 31, 2017,2023, there were 7068 outstanding mortgages payable, all of which are secured by first liens on individual real estate investments with an aggregate gross carrying value of $624,361,000$670,157,000 before accumulated depreciation of $83,015,000.$127,325,000. After giving effect to the interest rate swap agreements (see Note 11)9), the mortgage payments bear interest at fixed rates ranging from 3.02%3.05% to 6.59%,8.40% and mature between 20182024 and 2042.2047. The weighted average interest rate on all mortgage debt was 4.22%4.31% and 4.27%4.10% at December 31, 20172023 and 2016,2022, respectively.


Table of Contents


ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

December 31, 2017

NOTE 10—DEBT OBLIGATIONS (Continued)

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

Year Ending December 31,

    

2024

    

2025

    

2026

    

2027

    

2028

    

Thereafter

    

Total

Amortization payments

$

11,873

$

10,627

$

10,491

$

9,399

$

8,718

$

34,283

$

85,391

Principal due at maturity

 

49,906

 

30,850

 

19,179

 

38,524

 

30,155

 

168,560

 

337,174

Total

$

61,779

$

41,477

$

29,670

$

47,923

$

38,873

$

202,843

$

422,565

F-24

Year Ending December 31,
  
 

2018(a)

 $24,871 

2019

  14,610 

2020

  11,901 

2021

  20,742 

2022

  43,771 

Thereafter

  281,051 

Total

 $396,946 

Table of Contents

ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2023

(a)
Includes $4,423 related to a mortgage loan that was paid off on a property sold in January 2018.

NOTE 8 — DEBT OBLIGATIONS (CONTINUED)

Line of Credit

The Company has aCompany’s credit facility with Manufacturers &and Traders Trust Company People's United Bank,and VNB New York, LLC, and Bank Leumi USA, pursuant to which the Companyprovides that it may borrow up to $100,000,000, subject to borrowing base requirements. The facility is available for the acquisition of commercial real estate, repayment of mortgage debt, and renovation and operating expense purposes; provided, that if used for renovation and operating expense purposes, the amount outstanding for such purposes will not exceed the lesser of $40,000,000 and 40% of the borrowing base. Net proceeds received from the sale, financing or refinancing of properties are generally required to be used to repay amounts outstanding under the credit facility. The facility is guaranteed by subsidiaries of the Company that own unencumbered properties and the Company is required to pledge to the lenders the equity interests in such subsidiaries.

The facility, which matures December 31, 2019,2026, provides that the Company payfor an interest rate equal to the one month LIBOR rate30-day SOFR plus an applicable margin ranging from 175 basis points to 300275 basis points depending on the ratio of the Company'sCompany’s total debt to total value, as determined pursuant to the facility. The applicable margin was 175 basis points at December 31, 20172023 and 2016.2022. An unused facility fee of .25% per annum applies to the facility. The weighted average interest rate on the facility was approximately 2.87%6.69%, 2.23%3.42% and 1.95%1.86% during 2017, 20162023, 2022 and 2015,2021, respectively.

The credit facility includes certain restrictions and covenants which may limit, among other things, the incurrence of liens, and which require compliance with financial ratios relating to, among other things, the minimum amount of tangible net worth, the minimum amount of debt service coverage, the minimum amount of fixed charge coverage, the maximum amount of debt to value, the minimum level of net income, certain investment limitations and the minimum value of unencumbered properties and the number of such properties. The Company was in compliance with all covenants at December 31, 2017.2023.

        The facility is guaranteed by subsidiaries of the Company that own unencumbered properties and the Company pledged to the lenders the equity interests in the Company's subsidiaries. The facility is available for the acquisition of commercial real estate, repayment of mortgage debt, property improvements and general working capital purposes; provided, that if used for property improvements and working capital purposes, the amount outstanding for such purposes will not exceed the lesser of $15,000,000 and 15% of the borrowing base and if used for working capital purposes, will not exceed $10,000,000. Net proceeds received from the sale, financing or refinancing of properties are generally required to be used to repay amounts outstanding under the credit facility.


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ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

December 31, 2017

NOTE 10—DEBT OBLIGATIONS (Continued)

The following table details the Line of credit, net, balances per the consolidated balance sheets (amounts in thousands):

December 31, 

2023

    

 

2022

Line of credit, gross

$

$

21,800

Unamortized deferred financing costs

(a)

(732)

Line of credit, net

$

$

21,068

 
 December 31, 
 
 2017 2016 

Line of credit, gross

 $9,400 $10,000 

Unamortized deferred financing costs

  (624) (936)

Line of credit, net

 $8,776 $9,064 
(a)In accordance with ASU 2015-15, the Company reclassified the $549 balance of unamortized deferred financing costs to other assets and receivables on the consolidated balance sheet at December 31, 2023, as there was no balance outstanding on the Line of credit.

At each of December 31, 2023 and March 5, 2018, there1, 2024, $100,000,000 was available to be borrowed under the facility, including an outstanding balanceaggregate of $3,900,000 (beforeup to $40,000,000 available for renovation and operating expense purposes.

Deferred Financing Costs

Mortgage and credit line costs are deferred and amortized on a straight-line basis over the terms of the respective debt obligations, which approximates the effective interest method. At December 31, 2023 and 2022, accumulated amortization of such costs was $5,298,000 and $4,791,000, respectively. The Company generally presents unamortized deferred financing costs) undercosts as a direct deduction from the facility.carrying amount of the associated debt liability.

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ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2023

NOTE 11—9—FAIR VALUE MEASUREMENTS

The carrying amounts of cash and cash equivalents, restricted cash, escrow, deposits and other assets and receivables (excluding interest rate swaps), dividends payable, and accrued expenses and other liabilities, (excluding interest rate swaps), are not measured at fair value on a recurring basis but are considered to be recorded at amounts that approximate fair value.

The fair value and carrying amounts of the Company’s mortgages payable are as follows (dollars in thousands):

December 31, 

    

2023

    

2022

    

Fair value of mortgages payable (a)

$

397,031

$

378,943

Carrying value of mortgages payable, gross

$

422,565

$

409,175

Fair value less than the carrying value

$

(25,534)

$

(30,232)

Blended market interest rate (a)

5.93

%

5.87

%

Weighted average interest rate

4.31

%

4.10

%

Weighted average remaining term to maturity (years)

5.9

6.5

(a)Estimated using unobservable inputs such as available market information and discounted cash flow analysis based on borrowing rates the Company believes it could obtain with similar terms and maturities. These fair value measurements fall within Level 3 of the fair value hierarchy.

At December 31, 2017, the $397,103,000 estimated fair value of the Company's mortgages payable is more than their $396,946,000 carrying value (before unamortized deferred financing costs) by approximately $157,000, assuming a blended market interest rate of 4.25% based on the 8.7 year weighted average remaining term to maturity of the mortgages. At December 31, 2016, the $413,916,000 estimated fair value of the Company's mortgages payable is greater than their $399,192,000 carrying value (before unamortized deferred financing costs) by approximately $14,724,000, assuming a blended market interest rate of 3.74% based on the 9.3 year weighted average remaining term to maturity of the mortgages.

        At December 31, 20172023 and 2016,2022, the carrying amount of the Company'sCompany’s line of credit (before unamortized deferred financing costs) of $9,400,000$0 and $10,000,000,$21,800,000, respectively, approximates its fair value.

        The fair value of the Company's mortgages payable and line of credit are estimated using unobservable inputs such as available market information and discounted cash flow analysis based on borrowing rates the Company believes it could obtain with similar terms and maturities. These fair value measurements fall within Level 3 of the fair value hierarchy.

Considerable judgment is necessary to interpret market data and develop the estimated fair value. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts.


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ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

December 31, 2017

NOTE 11—FAIR VALUE MEASUREMENTS (Continued)

Fair Value on a Recurring Basis

        The fair value

As of December 31, 2023, the Company's derivative financial instruments, using Level 2 inputs, was determined to be the following (amountsCompany had in thousands):

 
 As of
December 31,
 Carrying and
Fair Value
 

Financial assets:

       

Interest rate swaps

  2017 $1,615 

  2016  1,257 

Financial liabilities:

       

Interest rate swaps

  2017 $1,492 

  2016  2,695 

        The Company does not currently own any financial instruments that are measured on a recurring basis and that are classified as Level 1 or 3.

        The Company's objective in usingeffect 13 interest rate derivatives, all of which were interest rate swaps, isrelated to add stability13 outstanding mortgage loans with an aggregate $29,650,000 notional amount maturing between 2024 and 2026 (weighted average remaining term to maturity of 1.2 years). These interest expense.rate swaps, all of which were designated as cash flow hedges, converted SOFR based variable rate mortgages to fixed annual rate mortgages. The Company does not use derivatives for trading or speculative purposes.interest rates range from 3.22% to 4.55% with a weighted average interest rate of 3.88% at December 31, 2023.

Fair values are approximated using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of the derivatives. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves and implied volatilities.

Although the Company has determined the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the associated credit valuation adjustments associated with it use Level 3 inputs, such as estimates of current credit spreads, to evaluate the likelihood of default by the Company and its counterparty. As of December 31, 2017,2023, the Company has assessed and determined the impact of the credit valuation adjustments on the overall valuation of its derivative positions is not significant. As a result, the Company determined its derivative valuation is classified in Level 2 of the fair value hierarchy. The Company does not currently own any financial instruments that are measured on a recurring basis and that are classified as Level 1 or 3.

        As of December 31, 2017, the Company had entered into 28 interest rate derivatives, all of which were interest rate swaps, related to 28 outstanding mortgage loans with an aggregate $132,965,000 notional amount and mature between 2018 and 2028 (weighted average remaining term to maturity of 7.0 years). Such interest rate swaps, all of which were designated as cash flow hedges, converted LIBOR based variable rate mortgages to fixed annual rate mortgages (with interest rates ranging from 3.02% to 5.38% and a weighted average interest rate of 4.11% at December 31, 2017). The fair value of the Company's derivatives in asset and liability positions are reflected as other assets or other liabilities on the consolidated balance sheets. During the year ended December 31, 2017, the Company discontinued hedge accounting on two of its interest rate swaps (see discussion following the table below).

        Three of the Company's unconsolidated joint ventures, in which wholly-owned subsidiaries of the Company are 50% partners, had two interest rate derivatives outstanding at December 31, 2017 with anF-26


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ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DecemberDECEMBER 31, 20172023

NOTE 11—9 — FAIR VALUE MEASUREMENTS (Continued)(CONTINUED)

aggregate $10,491,000 notional amount. These interest rate swaps, whichThe fair value of the Company’s derivative financial instruments was determined to be the following (amounts in thousands):

As of

Carrying and

Balance Sheet

    

December 31, 

    

Fair Value

    

Classification

Financial assets: Interest rate swaps

2023

$

824

Other assets

 

2022

 

1,811

Other assets

As of December 31, 2023 and 2022, there were designated as cash flow hedges, have interest rates of 3.49% and 5.81% and matureno derivatives in 2022 and 2018, respectively.a liability position.

The following table presents the effect of the Company'sCompany’s derivative financial instruments on the consolidated statements of income for the periodsyears presented (amounts in thousands):

 
 Year Ended December 31, 
 
 2017 2016 2015 

One Liberty Properties Inc. and Consolidated Subsidiaries

          

Amount of (loss) gain recognized on derivatives in Other comprehensive income (loss)

 $(221)$255 $(3,722)

Amount of (loss) reclassification from Accumulated other comprehensive income (loss) into Interest expense

  (1,786) (2,624) (2,554)

Unconsolidated Joint Ventures (Company's share)

  
 
  
 
  
 
 

Amount of gain (loss) recognized on derivatives in Other comprehensive income (loss)

 $15 $(31)$(109)

Amount of (loss) reclassification from Accumulated other comprehensive income (loss) into Equity in earnings of unconsolidated joint ventures

  (61) (95) (108)

Year Ended December 31, 

2023

    

2022

    

2021

Amount of gain (loss) recognized on derivatives in other comprehensive income (loss)

$

328

$

3,028

$

1,179

Amount of reclassification from Accumulated other comprehensive income (loss) into Interest expense

 

1,295

 

(297)

 

(2,318)

During 2017,2021, in connection with the sale of two properties located in Kansas City, Missouri and Ann Arbor, Michigan, the Company paid off the mortgages and terminatedearly payoff of the related interest rate swaps. Asmortgages, the Company discontinued hedge accounting on thesethe related interest rate swaps as the hedged forecasted transactions becamewere no longer probable not to occur,occur. As such, the Company accelerated the reclassification of $201,000$867,000 from Accumulated other comprehensive incomeloss to Interestinterest expense which is included as part of Prepayment costs on debt in the consolidated statement of income for the year ended December 31, 2017. No gain or loss was recognized with respect to hedge ineffectiveness or to amounts excluded from effectiveness testing on the Company's cash flow hedges for the three years ended December 31, 2017.2021.

During the twelve months ending December 31, 2018,2024, the Company estimates an additional $565,000 will be reclassified from Accumulated other comprehensive income as an increase to Interest expense and $7,000$714,000 will be reclassified from Accumulated other comprehensive income as a decrease to Equity in earnings of unconsolidated joint ventures.Interest expense.

The derivative agreements in effect at December 31, 20172023 provide that if the wholly-ownedwholly owned subsidiary of the Company which is a party to thesuch agreement defaults or is capable of being declared in default on any of its indebtedness, then a default can be declared on such subsidiary'ssubsidiary’s derivative obligation. In addition, the Company is a party to the derivative agreements and if there is a default by the subsidiary on the loan subject to the derivative agreement to which the Company is a party and if there are swap breakage losses on account of the derivative being terminated early, then the Company could be held liable for such swap breakage losses, if any. During the year ended December 31, 2016, the Company terminated three interest rate swaps in connection with the early payoff of the related mortgages, and during the year ended December 31, 2015, the Company terminated one interest rate swap in connection with the sale of its Cherry Hill, New Jersey property. The Company accelerated the


Table of Contentslosses.


ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

December 31, 2017

NOTE 11—FAIR VALUE MEASUREMENTS (Continued)

reclassification of amounts in accumulated other comprehensive income to earnings as a result of these hedged forecasted transactions being terminated. The accelerated amounts were losses of $178,000 and $472,000 during 2016 and 2015, respectively, which are included in Prepayment costs on debt on the consolidated statements of income.

        As of December 31, 2017 and 2016, the fair value of the derivatives in a liability position, including accrued interest of $53,000 and $113,000, respectively, but excluding any adjustments for nonperformance risk, was approximately $1,638,000 and $2,951,000, respectively. In the event the Company breaches any of the contractual provisions of the derivative contracts, it would be required to settle its obligations thereunder at their termination liability value of $1,638,000 and $2,951,000 as of December 31, 2017 and 2016, respectively. This termination liability value, net of adjustments for nonperformance risk of $93,000 and $143,000, is included in Accrued expenses and other liabilities on the consolidated balance sheet at December 31, 2017 and 2016, respectively.

Available-for-sale securities

        During 2016, the Company sold its available-for-sale securities for $33,000 which had a cost of $5,300. The Company realized a gain on sale of $27,000, which was reclassified from Accumulated other comprehensive loss on the consolidated balance sheet into Other income on the consolidated statement of income.

NOTE 12—10 — RELATED PARTY TRANSACTIONS

Compensation and Services Agreement

Pursuant to the compensation and services agreement with Majestic Property Management Corp. ("Majestic"(“Majestic”), Majestic provides the Company pays fees to Majestic and Majestic provides to the Company the services of all affiliatedwith certain (i) executive, administrative, legal, accounting, clerical, and property management, personnel, as well as property acquisition, consulting (i.e., sale, leasing, brokerage, and lease consulting and brokerage services, consulting services with respect to mortgage financingsfinancing), and construction supervisory services.services (collectively, the “Services”) and (ii) facilities and other resources. Majestic is wholly-ownedwholly owned by the Company's vice-chairmanCompany’s vice chairman and certainit provides compensation to several of the Company'sCompany’s executive officers are officersofficers.

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ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2023

NOTE 10 — RELATED PARTY TRANSACTIONS (CONTINUED)

During 2023, 2022, and are compensated by, Majestic. The fee the Company pays Majestic is negotiated each year by Majestic and the Compensation and Audit Committees of the Company's Board of Directors, and is approved by such committees and the independent directors.

        In2021, in consideration for the services described above,Services, the Company paid Majestic $2,673,000 in 2017, $2,504,000 in 2016$3,317,000, $3,067,000 and $2,339,000 in 2015.$3,111,000, respectively. Included in these fees are $1,154,000$1,510,000 in 2017, $1,057,0002023, $1,346,000 in 20162022 and $892,500$1,365,000 in 2015,2021 of property management costs.services. The amounts paid for property management fee portion of the compensation and services agreement is paidare based on 1.5% and 2.0% of the rental payments (including tenant reimbursements) actually received by the

Company from net lease tenants and operating lease tenants, respectively. The Company does not pay Majestic property management fees with respect to properties managed by third parties. During 2023, 2022 and 2021, the Company also paid Majestic, credits against the fees duepursuant to it under the compensation and services agreement, any management or other fees received by it from any joint venture in which the Company is a joint venture partner. The compensation$317,000, $317,000 and services agreement also provides for an additional payment to Majestic of $216,000 in 2017, $196,000 in each of 2016 and 2015$295,000, respectively, for the Company'sCompany’s share of all direct office expenses, including rent, telephone, postage, computer


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ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

December 31, 2017

NOTE 12—RELATED PARTY TRANSACTIONS (Continued)

services, internet usage and supplies. The Company does not pay any fees or expenses to Majestic for such services except for the fees described in this paragraph. In 2018, the fees paid to Majestic will remain the same as the 2017 fees (exclusive of the property management costs, which are calculated as described above).

Executive officers and all others providing services to the Company under the compensation and services agreement were awarded shares of restricted stock and RSUsrestricted stock units (“RSUs”) under the Company'sCompany’s stock incentive plans (described in Note 13). Theplans. During 2023, 2022 and 2021, the related expense charged to the Company'sCompany’s operations was $1,539,000, $1,480,000$2,499,000, $2,572,000 and $1,245,000 in 2017, 2016 and 2015,$2,590,000, respectively.

The feesamounts paid under the compensation and services agreement (except for the property management feesservices which are included in Real estate expenses) and the costs of the stock incentive plans are included in General and administrative expense on the consolidated statements of income for 2017, 2016 and 2015.income.

Joint Venture Partners and Affiliates

During 2017, 20162023, 2022 and 2015,2021, the Company paid an aggregate of $143,000, $185,000$90,000, $84,000 and $198,000,$83,000, respectively, to its consolidated joint venture partnerspartner or their affiliates (none of whom are officers, directors, or employees of the Company) of its consolidated joint ventures for property management and acquisition fees,services, which are included in Real estate expenses and Real estate acquisition costs on the consolidated statements of income.

        The Company's

During 2023, 2022 and 2021, the Company’s unconsolidated joint ventures paid management fees of $175,000, $176,000$115,000, $131,000 and $409,000$118,000, respectively, to the other partner of the venture,ventures, which increased Equity in loss on the consolidated statement of income by $57,000 during 2023 and reduced Equity in earnings of unconsolidated joint ventures on the consolidated statements of income by $88,000, $88,000$66,000 and $205,000$59,000 during 2017, 20162022 and 2015,2021, respectively. In 2015, the Company received a $131,000 fee for obtaining the mortgage debt for the unconsolidated joint venture that acquired the Manahawkin, New Jersey property. Fifty percent of this income is included in

Other income on the consolidated statement of income

During 2023, 2022 and the balance is recorded as a reduction to the investment.

        See Note 7 for information regarding the Company's purchase in October 2016, of MCB's 5% interest in a consolidated joint venture that owned a property in Deptford, New Jersey.

Other

        During 2017, 2016 and 2015,2021, the Company paid fees of (i) $276,000, $262,500$313,000, $313,000 and $262,500,$298,000, respectively, to the Company'sCompany’s chairman and (ii) $110,000, $105,000$125,000, $125,000 and $105,000,$119,000, respectively, to the Company's vice-chairman. There is no increase in the amounts to be paid to the Company's chairman and vice-chairman in 2018.Company’s vice chairman. These fees are included in General and administrative expense on the consolidated statements of income.

At December 31, 20172023 and 2016,2022, Gould Investors L.P. ("(“Gould Investors"Investors”), a related party, owned 1,785,9762,180,931 and 1,998,535 shares of the outstanding common stock of the Company, respectively, or approximately 9.5%10.4% and 9.8%9.5%, respectively. During 2015, Gould Investors purchased 81,211 shares of the Company's stock through the Company's dividend reinvestment plan, and did not purchase any such shares during 2017 and 2016.


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ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

December 31, 2017

NOTE 12—RELATED PARTY TRANSACTIONS (Continued)

The Company obtains its property insurance in conjunction with Gould Investors and reimburses Gould Investors annually for the Company'sCompany’s insurance cost relating to its properties. Amounts reimbursed to Gould Investors were $790,000, $699,000$1,093,000, $586,000 and $520,000$1,402,000 during 2017, 20162023, 2022 and 2015,2021, respectively. Included in Real estate expenses on the consolidated statements of income is insurance expense of $757,000, $645,000$893,000, $944,000 and $339,000$1,267,000 during 2017, 20162023, 2022 and 2015,2021, respectively. The balance of the amounts reimbursed to Gould Investors represents prepaid insurance and is included in Otherother assets on the consolidated balance sheets.

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ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2023

NOTE 13—STOCKHOLDERS'11 — STOCKHOLDERS’ EQUITY

Common Stock Dividend

In each of 2023, 2022 and 2021, the Board of Directors declared an aggregate $1.80 per share in cash distributions.

On March 4, 2024, the Board of Directors declared a quarterly cash dividend of $0.45 per share on the Company’s common stock, totaling approximately $9,500,000. The quarterly dividend is payable on April 4, 2024 to stockholders of record on March 27, 2024.

Stock Repurchase Program

During 2022 and 2023, the Board of Directors authorized and/or amended repurchase programs pursuant to which the Company could repurchase shares of its common stock in open-market, through privately negotiated transactions or otherwise. During 2023 and 2022, the Company repurchased approximately 499,000 and 208,000 shares of common stock, for total consideration of $9,638,000 and $5,214,000, net of commissions of $30,000 and $12,000, respectively. As of December 31, 2023, the Company is authorized to repurchase approximately $8,082,000 of shares of common stock.

No shares were repurchased by the Company during 2021.

Shares Issued through the At-the-Market Equity Offering Program

The Company did not sell any shares during 2023.

During 2022, the Company sold approximately 17,000 shares for proceeds of $604,000, net of commissions of $12,000, and incurred offering costs of $41,000 for professional fees. During 2021, the Company sold 106,290 shares for proceeds of $3,379,000, net of commissions of $69,000, and incurred offering costs of $65,000 for professional fees.

Dividend Reinvestment Plan

The Company’s Dividend Reinvestment Plan (the “DRP”), among other things, provides stockholders with the opportunity to reinvest all or a portion of their cash dividends paid on the Company’s common stock in additional shares of its common stock, at a discount, determined in the Company’s sole discretion, of up to 5% from the market price (as such price is calculated pursuant to the DRP). The discount is currently being offered at 3%. Under the DRP, the Company issued approximately 233,000, 102,000 and 35,000 shares of common stock during 2023, 2022 and 2021, respectively.

Stock Based Compensation

The Company'sCompany’s 2022, 2019 and 2016 Incentive Plan ("Plan"), approved byPlans (collectively, the Company's stockholders in June 2016, permits“Plans”) permit the Company to grant, among other things, stock options, restricted stock, RSUs, performance share awards and dividend equivalent rights and any one or more of the foregoing to its employees, officers, directors and consultants. A maximum of 750,000 shares of the Company'sCompany’s common stock is was authorized for issuance pursuant to this Plan. Aseach plan at such plan’s inception.

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ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2017, (i) restricted stock2023

NOTE 11 — STOCKHOLDERS’ EQUITY (CONTINUED)

The following details the shares subject to awards with respect to 140,100 shares had been issued, of which 100 shares were forfeited and 3,000 shares had vested, and (ii) as further described below, RSUs with respect to 76,250 shares had been issued andthat are outstanding. On January 18, 2018, 144,750 restricted shares were issued pursuant to this Plan, having an aggregate value of approximately $3,664,000 and are scheduled to vest in January 2023.

        Underoutstanding under the Company's 2012 equity incentive plan,Plans as of December 31, 2017, 500,700 shares had been issued, of which 3,350 shares were forfeited and 21,450 shares had vested. No additional awards may be granted under this plan.2023:

2022

2019

2016

    

Incentive Plan (a)

    

Incentive Plan (b)

    

Incentive Plan (b)

Restricted stock

149,335

426,625

136,600

RSUs

168,490

79,622

Totals

317,825

506,247

136,600

(a)On January 12, 2024, 151,180 restricted shares were issued pursuant to this plan, having an aggregate value of approximately $3,265,000 and are scheduled to vest in January 2029.
(b)No additional awards may be granted under such plans.

For accounting purposes, the restricted stock is not included in the shares shown as outstanding on the balance sheet until they vest; however, dividends are paid on the unvested shares. The restricted stock grants are charged to General and administrative expense over the respective vesting periods based on the market value of the common stock on the grant date. Unless earlier forfeited because the participant'sparticipant’s relationship with the Company terminated, unvested restricted stock awards vest on the fifth anniversary offive years from the grant date, and under certain circumstances may vest earlier.

The following table reflects the activities involving RSUs that were outstanding during the year ended December 31, 2023:

    

2023

2022

2021

2020

2019

RSUs granted (a)

85,250

85,350

80,700

75,026

77,776

RSUs vested

74,988

(b)

64,488

(c)

RSUs forfeited

2,110

(d)

1,078

(d)

38

(d)

13,288

(e)

RSUs outstanding

85,250

83,240

79,622

Vesting Date (f) (g)

6/30/2026

6/30/2025

6/30/2024

6/30/2023

6/30/2022


(a)The shares underlying the RSUs are excluded from the shares shown as outstanding on the balance sheet until they have vested and been issued.
(b)Such shares were issued in August 2023.
(c)Such shares were issued in August 2022.
(d)Such shares were forfeited due to the retirement of a recipient before the completion of the applicable three-year performance cycle.
(e)Of the shares forfeited from the 2019 grant, 10,538 shares were not earned in 2022 because the applicable market condition was only partially satisfied and the remaining 2,750 shares were forfeited in 2019.
(f)Generally, the recipient must maintain a relationship with the Company during the applicable three-year performance cycle.
(g)RSUs vest upon satisfaction of metrics related to average annual total stockholder return (“TSR Metric”) and average annual return on capital (“ROC Metric”; together with the TSR Metric, the “Metrics”) and are issued to the extent the Compensation Committee determines that the Metrics with respect to the vesting of such shares have been satisfied.

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ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DecemberDECEMBER 31, 20172023

NOTE 11 — STOCKHOLDERS’ EQUITY (CONTINUED)

NOTE 13—STOCKHOLDERS' EQUITY (Continued)The specific metrics and other material terms and conditions of the RSUs are as follows:

        During 2017,

Performance Criteria (a)

Year RSU Granted

Metric

Weight

Minimum

Maximum

2019 - 2020 (b)

ROC Metric (c)

50%

Average annual of at least 7.0%

Average annual of at least 9.75%

TSR Metric (d)

50%

Average annual of at least 7.0%

Average annual of at least 12.0%

2021 - 2023 (e) (f)

ROC Metric (c)

50%

Average annual of at least 6.0%

Average annual of at least 8.75%

TSR Metric (d)

50%

Average annual of at least 6.0%

Average annual of at least 11.0%

(a) If the Company granted RSUs exchangeable for up to 76,250 shares of common stock upon satisfaction, through June 30, 2020, of specified conditions. Specifically, up to 50% of these RSUs vest upon achievement of metrics related to average annual total stockholder return (the "TSR Awards"), which metrics meetROC or TSR falls between the definitionapplicable minimum and maximum performance criteria, a pro-rata portion of a market condition, and upsuch units, as applicable, vest.

(b) Such RSUs were not entitled to 50% vest upon achievement of metrics related to average annual return on capital (the "ROC Awards"), which metricsvoting or dividend rights.

(c) The ROC Metrics meet the definition of a performance condition. The holdersFair value is based on the market value on the date of grant. For ROC Awards, the RSUsCompany does not recognize expense when performance conditions are not entitledexpected to dividends or to votebe met; such performance assumptions are re-evaluated quarterly.

(d) The TSR Metrics meet the underlying shares until such RSUs vest and shares are issued. Accordingly, the shares underlying these RSUs are not included in the shares shown as outstanding on the balance sheet. For the TSR awards,definition of a third partymarket condition. A third-party appraiser preparedprepares a Monte Carlo simulation pricing model to determine the fair value of such awards, which is recognized ratably over the three-year service period. The Monte Carlo valuation consisted of computingFor these TSR awards, the grant date fair value of the awards using the Company's simulated stock price. The per unit or share fair value was estimated using the following assumptions:

TSR Award Year

    

Expected 
Life (yrs)

    

Dividend 
Rate

    

Risk-Free 
Interest Rate

    

Expected Price 
Volatility (1)

 

2023

 

3

 

8.72%

4.42% - 5.28%

28.69% - 30.05%

2022

 

3

 

7.10%

1.58% - 3.33%

29.37% - 39.87%

2021

 

3

 

5.91%

0.03% - 0.35%

26.74% - 41.53%

(1)Calculated based on the historical and implied volatility.

(e) Such RSUs are (i) not entitled to voting rights and (ii) upon vesting, the holders receive an expected lifeamount equal to the dividends that would have been paid on the underlying shares had such shares been outstanding during the three-year performance cycle.

(f) As of three years, aDecember 31, 2023 and 2022, the Company accrued an aggregate of $450,000 and $210,000 of dividend rate of 7.16%, a risk-free interest rate of 1.14% - 1.64%equivalents, respectively, for the 2023, 2022 and an expected price volatility of 16.57% - 19.16%. The expected price volatility was calculated2021 RSUs based on the historical volatilitynumber of shares that would have been issued, underlying such RSUs, using performance and implied volatility. For the ROC awards, the fair value is based on the market value on the dateassumptions determined as of grant and the performance assumptions are re-evaluated quarterly. Expense is not recognized on the RSUs which the Company does not expect to vest as a resultsuch dates.

As of service conditions or the Company's performance expectations.

        The total amount recorded as deferred compensation is $1,004,000,December 31, 2023, based on performance and market assumptions, the fair value of the RSUs granted in 2023, 2022 and 2021 is $958,000, $1,371,000 and $1,822,000, respectively. Recognition of such deferred compensation will be charged to General and administrative expense through June 30, 2020. None of these RSUs were forfeited or vested duringover the year ended December 31, 2017.respective three-year performance cycle.

        In 2010, RSUs exchangeable for up to 200,000 shares of common stock were awarded pursuant to the Company's 2009 equity incentive plan. The holders of RSUs were not entitled to dividends or to vote the underlying shares until the RSUs vested and the underlying shares were issued. Accordingly, for financial statement purposes, the shares underlying these RSUs were not included in the shares shown as outstanding on the balance sheet as of December 31, 2016. During 2017, 113,584 shares of common stock underlying the RSUs were deemed to have vested and were issued. RSUs with respect to the balance of 86,416 shares were forfeited.F-31


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ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DecemberDECEMBER 31, 20172023

NOTE 11 — STOCKHOLDERS’ EQUITY (CONTINUED)

NOTE 13—STOCKHOLDERS' EQUITY (Continued)

The following is a summary of the activity of the equity incentive plans:

 
 Years Ended December 31, 
 
 2017 2016 2015 

Restricted stock:

          

Number of shares

  140,100  139,225  129,975 

Average per share grant price

 $24.75 $21.74 $24.60 

Deferred compensation to be recognized over vesting period

 $3,467,000 $3,027,000 $3,197,000 

Number of non-vested shares:

  
 
  
 
  
 
 

Non-vested beginning of year

  591,750  538,755  480,995 

Grants

  140,100  139,225  129,975 

Vested during year

  (118,450) (85,730) (72,215)

Forfeitures

  (500) (500)  

Non-vested end of year

  612,900  591,750  538,755 

RSU grants:

          

Number of underlying shares

  76,250     

Average per share grant price

 $24.03     

Deferred compensation to be recognized over vesting period

 $1,004,000     

Number of non-vested shares:

  
 
  
 
  
 
 

Non-vested beginning of year

  200,000  200,000  200,000 

Grants

  76,250     

Vested during year

  (113,584)    

Forfeitures

  (86,416)    

Non-vested end of year

  76,250  200,000  200,000 

Restricted stock and RSU grants:

          

Weighted average per share value of non-vested shares (based on grant price)

 $22.89 $17.95 $17.12 

Value of stock vested during the year (based on grant price)

 $3,008,000 $1,451,500 $612,000 

Weighted average per share value of shares forfeited during the year (based on grant price)

 $8.37 $21.05 $ 

Total charge to operations:

          

Outstanding restricted stock grants

 $2,966,000 $2,692,000 $2,204,000 

Outstanding RSUs

  167,000  291,000  130,000 

Total charge to operations

 $3,133,000 $2,983,000 $2,334,000 

Year Ended December 31, 

2023

    

2022

    

2021

Restricted stock grants:

Number of shares

152,955

153,575

151,500

Average per share grant price

$

22.09

$

33.75

$

20.34

Deferred compensation to be recognized over vesting period

$

3,379,000

$

5,183,000

$

3,082,000

Number of non-vested shares:

Non-vested beginning of the year

712,375

706,450

701,675

Grants

 

152,955

153,575

 

151,500

Vested during the year

 

(152,300)

(146,900)

 

(145,725)

Forfeitures

 

(470)

(750)

 

(1,000)

Non-vested end of the year

 

712,560

 

712,375

 

706,450

RSU grants:

Number of underlying shares

85,250

85,350

80,700

Average per share grant price

$

20.32

$

26.44

$

30.46

Deferred compensation to be recognized over vesting period

$

958,000

$

1,420,000

$

1,808,000

Number of non-vested shares:

Non-vested beginning of the year

241,076

230,752

223,802

Grants

85,250

85,350

80,700

Vested during the year

(74,988)

(64,488)

(73,750)

Forfeitures

(3,226)

(10,538)

Non-vested end of the year

248,112

241,076

230,752

Restricted stock and RSU grants (based on grant price):

Weighted average per share value of non-vested shares

$

25.90

$

26.26

$

25.04

Value of stock vested during the year

$

5,165,000

$

5,535,000

$

5,165,000

Weighted average per share value of shares forfeited during the year

$

27.52

$

29.12

$

24.62

Total charge to operations:

Outstanding restricted stock grants

$

3,979,000

$

4,057,000

$

3,734,000

Outstanding RSUs

1,388,000

1,450,000

1,699,000

Total charge to operations

$

5,367,000

$

5,507,000

$

5,433,000

As of December 31, 2017,2023, total compensation costs of $7,098,000$7,627,000 and $1,797,000 related to non-vested restricted stock awards and RSUs, respectively, have not yet been recognized. These compensation costs will be charged to General and administrative expense over the remaining respective vesting periods. The weighted average vesting period is 2.22.1 years for the restricted stock and 2.51.5 years for the RSUs.


F-32

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ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

NotesNOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2023

NOTE 12 — EARNINGS PER COMMON SHARE

Basic earnings per share was determined by dividing net income allocable to Consolidated Financial Statements (Continued)

common stockholders for each year by the weighted average number of shares of common stock outstanding during the applicable year. Net income is also allocated to the unvested restricted stock outstanding during each year, as the restricted stock is entitled to receive dividends and is therefore considered a participating security. As of December 31, 2017

NOTE 13—STOCKHOLDERS' EQUITY (Continued)

Common Stock Dividend Distributions

        In 2017, 2016 and 2015,2023, the Boardshares of Directors declared an aggregate $1.74, $1.66, and $1.58common stock underlying the RSUs (see Note 11) are excluded from the basic earnings per share in cash distributions, respectively.calculation, as these units are not participating securities until they vest and are issued.

        On March 12, 2018, the Board of Directors declared a quarterly cash dividend of $.45

Diluted earnings per share onreflects the Company'spotential dilution that could occur if securities or other rights exercisable for, or convertible into, common stock totaling $8,581,000. were exercised or converted or otherwise resulted in the issuance of common stock that shared in the earnings of the Company.

The quarterly dividend is payablefollowing table provides a reconciliation of the numerator and denominator of earnings per share calculations (amounts in thousands, except per share amounts):

Year Ended December 31, 

2023

    

2022

    

2021

Numerator for basic and diluted earnings per share:

Net income

$

29,918

$

42,253

$

39,034

Deduct net income attributable to non-controlling interests

(304)

(76)

 

(177)

Deduct earnings allocated to unvested restricted stock (a)

(1,291)

(1,434)

 

(1,326)

Net income available for common stockholders: basic and diluted

$

28,323

$

40,743

$

37,531

Denominator for basic earnings per share:

Weighted average number of common shares outstanding

20,499

20,360

 

20,086

Effect of dilutive securities: RSUs

57

93

 

178

Denominator for diluted earnings per share:

Weighted average number of shares

20,556

 

20,453

 

20,264

Earnings per common share, basic

$

1.38

$

2.00

$

1.87

Earnings per common share, diluted

$

1.38

$

1.99

$

1.85

(a)Represents an allocation of distributed earnings to unvested restricted stock that, as participating securities, are entitled to receive dividends.

F-33

Table of Contents

ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2023

NOTE 12 — EARNINGS PER COMMON SHARE (CONTINUED)

The following table identifies the number of shares of common stock underlying the RSUs that are included in the calculation, on April 6, 2018a diluted basis, of the weighted average number of shares of common stock for such years:

Year Ended December 31, 2023:

    

Total Number

    

Shares Included Based on (a)

    

of Underlying

Return on

Stockholder

Shares

Date of Award

    

Shares

    

Capital Metric

    

Return Metric

    

Total

    

Excluded (b)

July 1, 2023 (c)

85,250

23,237

42,625

65,862

19,388

July 1, 2022 (c)(d)

83,240

35,050

35,050

48,190

August 3, 2021 (c)(d)

79,622

39,811

39,811

39,811

Totals

248,112

98,098

 

42,625

 

140,723

 

107,389

Year Ended December 31, 2022:

    

Total Number

    

Shares Included Based on (a)

    

of Underlying

Return on

Stockholder

Shares

Date of Award

    

Shares

    

Capital Metric

    

Return Metric

    

Total

    

Excluded (b)

July 1, 2022 (c)

85,350

40,222

40,222

45,128

August 3, 2021 (c)

 

80,700

40,350

40,350

40,350

August 3, 2020 (e)

 

75,026

37,513

37,513

75,026

Totals

 

241,076

 

118,085

 

37,513

 

155,598

 

85,478

Year Ended December 31, 2021:

    

Total Number

    

Shares Included Based on (a)

    

of Underlying

Return on

Stockholder

Shares

Date of Award

Shares

    

Capital Metric

    

Return Metric

    

Total

Excluded (b)

August 3, 2021 (c)

80,700

40,350

40,350

80,700

August 3, 2020 (e)

 

75,026

37,513

37,513

75,026

July 1, 2019 (f)

 

75,026

37,513

37,513

75,026

Totals

 

230,752

115,376

 

115,376

 

230,752

 

(a)Reflects the number of shares underlying RSUs that would be issued assuming the measurement date used to determine whether the applicable conditions are satisfied is December 31 of the applicable year.
(b)Excluded as the applicable conditions had not been met for these shares at the applicable measurement dates.
(c)The RSUs awarded in 2023, 2022 and 2021 vest, subject to satisfaction of the applicable market and/or performance conditions, as of June 30, 2026, 2025 and 2024, respectively (see Note 11).
(d)As of December 31, 2023, 1,078 shares of the 2021 award and 2,110 shares of the 2022 award were forfeited due to the retirement of a recipient before the completion of the applicable three-year performance cycle.
(e)With respect to the RSUs awarded August 3, 2020, 74,988 shares were deemed to have vested and the balance of 38 shares were forfeited in June 2023. The vested shares were issued in August 2023 (see Note 11).
(f)With respect to the RSUs awarded July 1, 2019, 64,488 shares were deemed to have vested and the balance of 10,538 shares were forfeited in June 2022. The vested shares were issued in August 2022 (see Note 11).

There were no options outstanding to stockholderspurchase shares of record on March 27, 2018.

Dividend Reinvestment Plan

        The Company's Dividend Reinvestment Plan (the "DRP") provides stockholders with the opportunity to reinvest all,common stock or a portion of, their cash dividends paid on the Company'sother rights exercisable for, or convertible into, common stock in additional shares2023, 2022 and 2021.

F-34

Table of Contents

ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2023

NOTE 13 OTHER INCOME

Settlement of Litigation

During 2022, the Company received $5,388,000 in connection with the settlement of a lawsuit which was recognized as Income on settlement of litigation on the consolidated statement of income for such year.

Insurance Recoveries on Hurricane Casualty

During 2022 and 2021, the Company recognized a gain on insurance recoveries of $918,000 and $695,000, respectively, which is included in Other income on the consolidated statements of income for such years, related to hurricane damage to one of its common stock, atproperties in 2020. No such gain was recognized during 2023.

Lease Assignment Fee Income

During 2021, the Company received $100,000 from a discount of up to 5% from the market price. The discount is determinedtenant in the Company's sole discretion. The Company is currently offering upconnection with consenting to a 5% discount from market. The Company issued 198,000, 142,000,lease assignment related to six of its properties; such amount is included in Other income on the consolidated statement of income for such year. No such income was recognized during 2023 and 197,000 common shares under the DRP during 2017, 2016 and 2015, respectively.2022.

Shares Issued Through Equity Offering Program

        During 2017, the Company sold 231,000 shares for proceeds of $5,758,000, net of commissions of $58,000, and incurred offering costs of $188,000 for professional fees. During 2016, the Company sold 1,079,862 shares for proceeds of $25,947,000, net of commissions of $262,000, and incurred offering costs of $160,000 for professional fees. There were no sales subsequent to December 31, 2017.

NOTE 14—14 — COMMITMENTS AND CONTINGENCIES

The Company maintains a non-contributory defined contribution pension plan covering eligible employees. Contributions by the Company are made through a money purchase plan, based upon a percent of the qualified employees'employees’ total salary (subject to the maximum amount allowed by law). Pension expense approximated $275,000, $273,000,$436,000, $349,000 and $266,000$301,000 for 2017, 20162023, 2022 and 2015,2021, respectively, and is included in General and administrative expense inon the consolidated statements of income.

The Company is contractually required (i) to expend approximately $7,800,000 through 2018 for building expansion and improvements at its property tenanted by L-3 Communications, located in Hauppauge, New York, of which $3,584,000 has been spent through December 31, 2017 and (ii) to reimburse Regal Cinemas, a tenant in Greensboro, North Carolina, $3,000,000 when the tenant completes specified improvements to the property. On January 26, 2018, the Company reimbursed this amount to the tenant.

        The Company pays, with respect to one of its real estate properties, annual fixed leasehold rent of $371,094 through July 2019 and $463,867 through March 3, 2020. The Company has the right to extend the lease for up to five 5-year renewal options and one seven month renewal option.

        As discussed in Note 7, the Company provided its land in Lakemoor and Wheaton, Illinois, and Beachwood, Ohio as collateral for the respective owner/operator's mortgage loans and accordingly, each land position is subordinated to the applicable mortgage.


Table of Contents


ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

December 31, 2017

NOTE 14—COMMITMENTS AND CONTINGENCIES (Continued)

        In the ordinary course of business, the Company is party to (i) leases obligating it to provide tenant improvement allowances and (ii) various legal actions which managementproceedings. Management believes these allowances and proceedings are routine, in nature and incidental to the operation of the Company's business. Management believesCompany’s business and that the outcome of thesuch allowance payments or proceedings will not have a material adverse effect upon the Company'sCompany’s consolidated financial statements taken as a whole.

F-35

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ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2023

NOTE 15—15 — INCOME TAXES

The Company elected to be taxed as a REIT under the Internal Revenue Code, commencing with its taxable year ended December 31, 1983. To qualify as a REIT, the Company must meet a number of organizational and operational requirements, including a requirement that it currently distribute at least 90% of its adjustedordinary taxable income to its stockholders. As a REIT, the Company generally will not be subject to corporate level federal, state and local income tax on taxable income it distributes currently to its stockholders. If the Company fails to qualify as a REIT in any taxable year, it will be subject to federal, state and local income taxes at regular corporate rates (including any applicable alternative minimum tax) and may not be able to qualify as a REIT for four subsequent taxable years. It is management'smanagement’s current intention to adhere to these requirements and maintain the Company'sCompany’s REIT status.

Even though the Company qualifies for taxation as a REIT, the Company is subject to certain state and local taxes on its income and property, and to federal income and excise taxes on its undistributed taxable income. As of December 31, 2017,2023, tax returns for the calendar years 20142020 through 20172022 remain subject to examination by the Internal Revenue Service and various state and local tax jurisdictions.

During 2017, 20162023, 2022 and 2015, the Company recorded federal excise tax expense of $0, $6,000 and $174,000, respectively, which is based on taxable income generated but not yet distributed. During 2017, 2016 and 2015,2021, the Company did not incur any federal income tax expense. The Company does not have any deferred tax assets or liabilities at December 31, 20172023 and 2016.2022.

        During 2017, 2016 and 2015, 17%, 27% and 67%, respectively,

The approximate allocation of the distributions were treatedmade to stockholders is as capital gain distributions, withfollows for the balance treated as ordinary income.years indicated:

Year Ended December 31,

    

2023

    

2022

    

2021

Ordinary income (a)

53

%

54

%

43

%

Capital gains

47

46

57

100

%

100

%

100

%

(a)In 2023, 2022 and 2021, the ordinary income portion of the distributions are considered qualified REIT dividends and will be taxed at a rate reduced by up to 20% pursuant to Internal Revenue Code Section 199A.

The Company treats depreciation expense, straight-line rent adjustments and certain other items differently for tax purposes than for financial reporting purposes. Therefore, its taxable income and dividends paid deduction differs from its financial statement income.


Table of Contents


ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

December 31, 2017

NOTE 15—INCOME TAXES (Continued)

The following table reconciles cash dividends paiddeclared with the dividends paid deduction for the years indicated (amounts in thousands):

    

2023

    

2022

    

2021

Estimate

Actual

Actual

Dividends declared

$

38,116

$

37,915

$

37,478

Dividend reinvestment plan (a)

 

157

 

102

 

35

 

38,273

 

38,017

 

37,513

Less: Spillover dividends designated to previous year

 

(4,240)

 

 

Less: Spillover dividends designated to following year

(2,085)

Plus: Dividends designated from prior year

2,085

9,261

Plus: Dividends designated from following year

 

737

 

4,240

 

Dividends paid deduction

$

34,770

$

44,342

$

44,689

(a)Reflects the discount on common stock purchased through the dividend reinvestment plan of 3%.

F-36

 
 2017
Estimate
 2016
Actual
 2015
Actual
 

Dividends paid

 $32,393 $29,135 $26,179 

Dividend reinvestment plan(a)

  252  181  228 

  32,645  29,316  26,407 

Less: Spillover dividends designated to previous year

  (11,916) (15,209) (18,177)

Plus: Dividends designated from following year

  10,263  11,916  15,209 

Dividends paid deduction

 $30,992 $26,023 $23,439 

Table of Contents

ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2023

(a)
Reflects the up to 5% discount on common stock purchased through the dividend reinvestment plan.

NOTE 16—16 — SUBSEQUENT EVENTS

Subsequent events have been evaluated and, except as previously disclosed, there were no other events relative to the consolidated financial statements that require additional disclosure.

NOTE 17—17 — QUARTERLY FINANCIAL DATA (Unaudited):

                (In(In Thousands, Except Per Share Data)

Quarter Ended

Total

2023

    

March 31

    

June 30

    

Sept. 30

    

Dec. 31

    

For Year

Total revenues

$

22,952

$

22,407

$

22,546

$

22,741

$

90,646

Gain on sale of real estate, net

$

1,534

$

3,180

$

332

$

11,962

$

17,008

Net income

$

5,408

$

6,539

$

2,769

$

15,202

$

29,918

Net income attributable to One Liberty Properties, Inc.

$

5,386

$

6,519

$

2,747

$

14,962

$

29,614

Weighted average number of common shares outstanding:

Basic

 

20,514

 

20,571

 

20,567

 

20,342

20,499

Diluted

 

20,579

 

20,642

 

20,596

 

20,383

20,556

Net income per common share attributable to common stockholders:

Basic and Diluted

$

.25

$

.30

$

.12

$

.71

$

1.38

(a)

Quarter Ended

Total

 

2022

    

March 31

    

June 30

    

Sept. 30

    

Dec. 31

    

For Year

 

Total revenues (b)

$

21,556

$

21,472

$

21,473

$

27,715

$

92,216

Gain on sale of real estate, net

$

4,649

$

8,050

$

4,063

$

$

16,762

Net income (c)

$

9,340

$

16,785

$

7,221

$

8,907

$

42,253

Net income attributable to One Liberty Properties, Inc. (c)

$

9,323

$

16,767

$

7,204

$

8,883

$

42,177

Weighted average number of common shares outstanding:

Basic

 

20,379

 

20,364

 

20,340

 

20,358

20,360

Diluted

 

20,541

 

20,480

 

20,416

 

20,406

20,453

Net income per common share attributable to common stockholders:

Basic

$

.44

$

.80

$

.34

$

.42

$

2.00

(a)

Diluted

$

.44

$

.79

$

.34

$

.42

$

1.99

(a)

(a)Calculated on weighted average shares outstanding for the year.
(b)Includes $4,626 of additional rent from a ground lease tenant recognized in the quarter ended December 31, 2022 – see Note 6.
(c)Includes $5,388 of income from the settlement of a lawsuit received in the quarter ended June 30, 2022 – see Note 13.
 
 Quarter Ended  
 
 
 Total
For Year
 
2017
 March 31 June 30 Sept. 30 Dec. 31 

Total revenues

 $18,472 $18,413 $19,137 $19,894 $75,916 

Gain on sale of real estate, net

 $ $6,568 $3,269 $ $9,837 

Net income

 $2,886 $9,993 $7,128 $4,242 $24,249 

Net income attributable to One Liberty Properties, Inc. 

 $2,865 $9,972 $7,105 $4,205 $24,147 

Weighted average number of common shares outstanding:

                

Basic

  17,751  17,824  18,000  18,198  17,944 

Diluted

  17,865  17,938  18,079  18,269  18,047 

Net income per common share attributable to common stockholders:

                

Basic

 $.15 $.54 $.38 $.22 $1.29(a)

Diluted

 $.15 $.54 $.38 $.22 $1.28(a)


F-37

Table of Contents


ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

December 31, 2017

NOTE 17—QUARTERLY FINANCIAL DATA (Unaudited): (Continued)


 
 Quarter Ended  
 
 
 Total
For Year
 
2016
 March 31 June 30 Sept. 30 Dec. 31 

Total revenues

 $16,344 $17,233 $18,021 $18,990 $70,588 

Gain on sale of real estate, net

 $787 $8,918 $119 $263 $10,087 

Net income

 $3,285 $12,459 $4,323 $4,414 $24,481 

Net income attributable to One Liberty Properties, Inc. 

 $3,287 $12,441 $4,299 $4,395 $24,422 

Weighted average number of common shares outstanding:

                

Basic

  16,388  16,579  16,845  17,255  16,768 

Diluted

  16,495  16,686  16,962  17,369  16,882 

Net income per common share attributable to common stockholders:

                

Basic

 $.19 $.72 $.24 $.24 $1.40(a)

Diluted

 $.18 $.72 $.24 $.24 $1.39(a)

(a)
Calculated on weighted average shares outstanding for the year.

Table of Contents

ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

Schedule III—Consolidated Real Estate and Accumulated Depreciation

December 31, 20172023

(Amounts in Thousands)

Cost

Capitalized

Gross Amount at Which Carried

Initial Cost to Company

Subsequent to

at December 31, 2023

Building and

Acquisition

Building &

Accumulated

Date of

Date

Type

    

Location

    

Encumbrances

    

Land

    

Improvements

    

Improvements

    

Land

    

Improvements

    

Total

    

Depreciation (1)

    

Construction

    

Acquired

Health & Fitness

 

Tucker, GA

$

$

807

$

3,027

$

3,420

$

807

$

6,447

$

7,254

$

3,461

 

1988

 

2002

Health & Fitness

 

Hamilton, OH

 

3,969

 

1,483

 

5,953

 

10

 

1,483

5,963

7,446

 

2,128

 

2008

 

2011

Health & Fitness

 

Secaucus, NJ

 

7,058

 

5,449

 

9,873

 

 

5,449

9,873

15,322

 

2,744

 

1986

 

2012

Industrial

 

West Palm Beach, FL

 

 

181

 

724

 

235

 

181

959

1,140

 

551

 

1973

 

1998

Industrial

 

New Hyde Park, NY

 

2,103

 

182

 

728

 

281

 

182

1,009

1,191

 

574

 

1960

 

1999

Industrial

 

Ronkonkoma, NY

 

5,004

 

1,042

 

4,171

 

2,943

 

1,042

7,114

8,156

 

3,625

 

1986

 

2000

Industrial

 

Hauppauge, NY

 

21,984

 

1,951

 

10,954

 

9,600

 

1,951

20,554

22,505

 

9,279

 

1982

 

2000

Industrial

 

Melville, NY

 

2,195

 

774

 

3,029

 

1,170

 

774

4,199

4,973

 

2,037

 

1982

 

2003

Industrial

 

Saco, ME

 

4,865

 

1,027

 

3,623

 

2,050

 

1,027

5,673

6,700

 

1,914

 

2001

 

2006

Industrial

 

Baltimore, MD

 

16,995

 

6,474

 

25,282

 

 

6,474

25,282

31,756

 

10,772

 

1960

 

2006

Industrial

 

Durham, NC

 

4,250

 

1,043

 

2,404

 

44

 

1,043

2,448

3,491

 

877

 

1991

 

2011

Industrial

 

Pinellas Park, FL

 

1,957

 

1,231

 

1,669

 

614

 

1,231

2,283

3,514

 

555

 

1995

 

2012

Industrial

 

Miamisburg, OH

 

 

165

 

1,348

 

90

 

165

1,438

1,603

 

489

 

1987

 

2012

Industrial

 

Fort Mill, SC

 

18,548

 

1,840

 

12,687

 

557

 

1,840

13,244

15,084

 

3,593

 

1992

 

2013

Industrial

 

Indianapolis, IN

 

8,741

 

1,224

 

6,935

 

 

1,224

6,935

8,159

 

2,155

 

1997

 

2013

Industrial

 

Fort Mill, SC

 

20,197

 

1,804

 

33,650

 

 

1,804

33,650

35,454

 

10,154

 

1997

 

2013

Industrial

 

New Hope, MN

 

3,658

 

881

 

6,064

 

234

 

881

6,298

7,179

 

1,480

 

1967

 

2014

Industrial

 

Louisville, KY

 

 

578

 

3,727

 

570

 

578

4,297

4,875

 

877

 

1974

 

2015

Industrial

 

Louisville, KY

 

 

51

 

230

 

 

51

230

281

 

53

 

1974

 

2015

Industrial

 

McCalla, AL

 

12,665

 

1,588

 

14,682

 

 

1,588

14,682

16,270

 

3,167

 

2003

 

2015

Industrial

 

St. Louis, MO

 

9,580

 

3,728

 

13,006

 

779

 

3,728

13,785

17,513

 

3,140

 

1969

 

2015

Industrial

 

Greenville, SC

 

4,206

 

693

 

6,893

 

1,101

 

693

7,994

8,687

 

1,558

 

1997

 

2016

Industrial

 

Greenville, SC

 

4,674

 

528

 

8,074

 

938

 

528

9,012

9,540

 

1,732

 

2000

 

2016

Industrial

 

El Paso, TX

 

23,000

 

3,691

 

17,904

 

2,429

 

3,691

20,333

24,024

 

3,871

 

1997

 

2016

Industrial

 

Lebanon, TN

 

19,504

 

2,094

 

30,039

 

214

 

2,094

30,253

32,347

 

5,676

 

1996

 

2016

Industrial

 

Huntersville, NC

 

4,251

 

1,046

 

6,674

 

 

1,046

6,674

7,720

 

1,167

 

2014

 

2017

Industrial

 

Pittston, PA

 

14,350

 

999

 

9,922

 

1,609

 

999

11,531

12,530

 

1,891

 

1990

 

2017

Industrial

 

Ankeny, IA

 

7,251

 

1,351

 

11,607

 

 

1,351

11,607

12,958

 

1,949

 

2016

 

2017

Industrial

 

Memphis, TN

 

4,457

 

140

 

7,952

 

 

140

7,952

8,092

 

1,286

 

1979

 

2017

Industrial

 

Pennsburg, PA

 

7,182

 

1,776

 

11,126

 

 

1,776

11,126

12,902

 

1,786

 

1986

 

2018

Industrial

 

Plymouth, MN

 

2,904

 

1,121

 

4,429

 

 

1,121

4,429

5,550

 

642

 

1978

 

2018

Industrial

 

Englewood, CO

 

7,412

 

1,562

 

11,300

 

 

1,562

11,300

12,862

 

1,531

 

2013

 

2018

Industrial

 

Moorestown, NJ

 

3,507

 

1,822

 

5,056

 

 

1,822

5,056

6,878

 

681

 

1990

 

2018

Industrial

Moorestown, NJ

7,844

1,443

10,898

52

1,443

10,950

12,393

1,497

1972

2018

Industrial

Bakersfield, CA

1,988

9,998

1,988

9,998

11,986

1,323

1980

2018

Industrial

Green Park, MO

5,666

1,421

7,835

1,421

7,835

9,256

1,016

2008

2018

Industrial

Greenville, SC

4,800

186

6,419

210

186

6,629

6,815

889

2008

2018

Industrial

Nashville, TN

4,611

1,058

6,350

255

1,058

6,605

7,663

767

1974

2019

Industrial

Wauconda, IL

67

3,423

41

67

3,464

3,531

439

1998

2019

Industrial

Bensalem, PA

3,649

1,602

4,323

150

1,602

4,473

6,075

516

1975

2019

Industrial

Chandler, AZ

4,648

1,335

7,379

102

1,335

7,481

8,816

897

2004

2019

Industrial

LaGrange, GA

2,862

297

4,500

297

4,500

4,797

521

2013

2019

Industrial

Shakopee, MN

4,469

1,877

5,462

10

1,877

5,472

7,349

624

1998

2019

F-38

 
  
  
  
  
 Cost
Capitalized
Subsequent to
Acquisition
 Gross Amount at Which Carried
at December 31, 2017
  
  
  
 
 
  
  
 Initial Cost to Company  
  
  
 
 
  
  
  
 Building and
Improvements
  
 Building &
Improvements
  
 Accumulated
Depreciation(1)
 Date of
Construction
 Date
Acquired
 
Type
 Location Encumbrances Land Improvements Land Total 

Health & Fitness

 Tucker, GA $ $807 $3,027 $3,126 $807 $6,153 $6,960 $2,290  1988  2002 

Health & Fitness

 Hamilton, OH  4,814  1,483  5,953    1,483  5,953  7,436  1,096  2008  2011 

Health & Fitness

 Secaucus, NJ  8,865  5,449  9,873    5,449  9,873  15,322  1,253  1986  2012 

Industrial

 Ronkonkoma, NY    1,042  4,171  2,517  1,042  6,688  7,730  2,181  1986  2000 

Industrial

 Hauppauge, NY  11,969  1,951  10,954  5,382  1,951  16,336  18,287  5,255  1982  2000 

Industrial

 Fort Mill, SC  8,290  1,840  12,687  23  1,840  12,710  14,550  1,568  1992  2013 

Industrial

 Columbus, OH    435  1,703  27  435  1,730  2,165  734  1979  1995 

Industrial

 West Palm Beach, FL    181  724    181  724  905  348  1973  1998 

Industrial

 New Hyde Park, NY  2,563  182  728  281  182  1,009  1,191  380  1960  1999 

Industrial

 Melville, NY  2,749  774  3,029  975  774  4,004  4,778  1,324  1982  2003 

Industrial

 Saco, ME    1,027  3,623  2,050  1,027  5,673  6,700  1,063  2001  2006 

Industrial

 Baltimore, MD(2)  20,527  6,474  25,282    6,474  25,282  31,756  6,979  1960  2006 

Industrial

 Durham, NC  2,788  1,043  2,404    1,043  2,404  3,447  466  1991  2011 

Industrial

 Pinellas Park, FL  2,384  1,231  1,669    1,231  1,669  2,900  271  1995  2012 

Industrial

 Miamisburg, OH  735  165  1,348  11  165  1,359  1,524  199  1987  2012 

Industrial

 Indianapolis, IN  5,933  1,224  6,935    1,224  6,935  8,159  996  1997  2013 

Industrial

 Fort Mill, SC  24,994  1,804  33,650    1,804  33,650  35,454  5,123  1997  2013 

Industrial

 New Hope, MN  4,227  881  6,064  81  881  6,145  7,026  481  1967  2014 

Industrial

 Louisville, KY  2,389  578  3,727  4  578  3,731  4,309  274  1974  2015 

Industrial

 Louisville, KY    51  230    51  230  281  16  1974  2015 

Industrial

 McCalla, AL  10,325  1,588  14,682    1,588  14,682  16,270  921  2003  2015 

Industrial

 St. Louis, MO  11,707  3,728  13,006  695  3,728  13,701  17,429  809  1969  2015 

Industrial

 Greenville, SC  5,086  693  6,893  11  693  6,904  7,597  322  1997  2016 

Industrial

 Greenville, SC  5,651  528  8,074  6  528  8,080  8,608  375  2000  2016 

Industrial

 El Paso, TX  14,487  3,691  17,904  324  3,691  18,228  21,919  737  1997  2016 

Industrial

 Lebanon, TN  21,288  2,094  30,039  14  2,094  30,053  32,147  1,004  1996  2016 

Industrial

 Huntersville, NC  5,116  1,046  6,674    1,046  6,674  7,720  111  2014  2017 

Industrial

 Pittston, PA  7,142  999  9,922  250  999  10,172  11,171  146  1990  2017 

Industrial

 Ankeny, IA  8,729  1,351  11,607    1,351  11,607  12,958  162  2016  2017 

Industrial

 Memphis, TN    135  7,952    135  7,952  8,087  43  1979  2017 

Industrial

 Joppa, MD  9,600  3,815  8,142  1,473  3,815  9,615  13,430  836  1994  2014 

Office

 Brooklyn, NY  3,532  1,381  5,447  2,870  1,381  8,317  9,698  3,641  1973  1998 

Other

 Round Rock, TX  13,892  1,678  16,670    1,678  16,670  18,348  1,840  2012  2013 

Other

 Lakemoor, IL    9,592      9,592    9,592    N/A  2015 

Other

 Wheaton, IL    10,536      10,536    10,536    N/A  2016 

Other

 Beachwood, OH    13,901      13,901    13,901    N/A  2016 

Restaurant

 Hauppauge, NY  1,736  725  2,963    725  2,963  3,688  898  1992  2005 

Restaurant

 Palmyra, PA  735  650  650    650  650  1,300  121  1981  2010 

Table of Contents

Cost

Capitalized

Gross Amount at Which Carried

Initial Cost to Company

Subsequent to

at December 31, 2023

Building and

Acquisition

Building &

Accumulated

Date of

Date

Type

    

Location

    

Encumbrances

    

Land

    

Improvements

    

Improvements

    

Land

    

Improvements

    

Total

    

Depreciation (1)

    

Construction

    

Acquired

Industrial

Rincon, GA

$

3,675

$

61

$

5,968

$

$

61

$

5,968

$

6,029

$

638

1998

2019

Industrial

 

Chandler, AZ

 

1,164

1,691

4

1,164

1,695

2,859

192

2007

2019

Industrial

Ashland, VA

5,131

391

7,901

391

7,901

8,292

799

2007

2020

Industrial

Lowell, AR

11,265

1,687

15,188

1,687

15,188

16,875

1,613

2017

2020

Industrial

Monroe, NC

4,185

897

5,106

897

5,106

6,003

351

2000

2021

Industrial

Lehigh Acres, FL

5,727

1,934

7,393

1,934

7,393

9,327

437

2002

2021

Industrial

Omaha, NE

1,001

6,547

6

1,001

6,553

7,554

360

1988

2021

Industrial

Fort Myers, FL

4,617

991

6,876

991

6,876

7,867

358

2020

2022

Industrial

Dalton, GA

9,710

547

15,836

547

15,836

16,383

646

1996

2022

Industrial

Hillside, IL

2,560

2,975

2,560

2,975

5,535

131

2002

2022

Industrial

Lexington, KY

5,279

1,558

6,881

1,558

6,881

8,439

276

2001

2022

Industrial

Northwood, OH

5,823

181

8,306

181

8,306

8,487

242

1999

2022

Industrial

Northwood, OH

171

7,383

171

7,383

7,554

218

2001

2022

Industrial

Blythewood, SC

4,236

311

12,304

311

12,304

12,615

147

2004

2023

Industrial

Joppa, MD

 

7,859

3,815

8,142

1,406

3,815

9,548

13,363

2,618

1994

2014

Office

Brooklyn, NY

 

1,381

5,447

3,161

1,381

8,608

9,989

5,039

1973

1998

Other

 

Newark, DE

 

1,157

935

3,643

278

935

3,921

4,856

1,978

1996

2003

Other

Beachwood, OH

13,901

3,375

17,276

17,276

N/A

2016

Restaurant

Kennesaw, GA

702

916

702

916

1,618

293

1989

2012

Restaurant

Concord, NC

1,240

999

1,076

999

1,076

2,075

338

2000

2013

Restaurant

Myrtle Beach, SC

1,240

1,102

1,161

1,102

1,161

2,263

352

1978

2013

Retail

Seattle, WA

201

189

35

201

224

425

182

1986

1987

Retail

Rosenberg, TX

216

863

66

216

929

1,145

656

1994

1995

Retail

Selden, NY

2,314

572

2,287

150

572

2,437

3,009

1,497

1997

1999

Retail

Batavia, NY

515

2,061

515

2,061

2,576

1,282

1998

1999

Retail

Champaign, IL

791

3,165

530

791

3,695

4,486

2,184

1985

1999

Retail

El Paso, TX

9,157

2,821

11,123

2,813

2,821

13,936

16,757

8,694

1974

2000

Retail

Somerville, MA

510

1,993

24

510

2,017

2,527

1,051

1993

2003

Retail

Hyannis, MA

802

2,324

802

2,324

3,126

927

1998

2008

Retail

Marston Mills, MA

461

2,313

461

2,313

2,774

918

1998

2008

Retail

Everett, MA

1,935

1,935

1,935

N/A

2008

Retail

Kennesaw, GA

4,467

1,501

4,349

1,138

1,501

5,487

6,988

2,403

1995

2008

Retail

Royersford, PA

18,165

19,538

3,150

524

19,538

3,674

23,212

1,337

2001

2010

Retail

Monroeville, PA

450

863

57

450

920

1,370

297

1994

2010

Retail

Bolingbrook, IL

834

1,887

101

834

1,988

2,822

713

2001

2011

Retail

Crystal Lake, IL

615

1,899

535

615

2,434

3,049

759

1997

2011

Retail

Lawrence, KS

134

938

207

134

1,145

1,279

327

1915

2012

Retail

Greensboro, NC

1,046

1,552

29

1,046

1,581

2,627

450

2002

2014

Retail

 

Highlands Ranch, CO

 

 

2,361

2,924

296

2,361

3,220

5,581

935

1995

2014

Retail

 

Woodbury, MN

 

 

2,405

1,190

4,003

1,190

4,003

5,193

1,098

2006

2014

Retail

 

Cuyahoga Falls, OH

 

908

71

1,371

71

1,371

1,442

271

2004

2016

Retail

 

Hilliard, OH

 

805

300

1,077

300

1,077

1,377

218

2007

2016

Retail

 

Port Clinton, OH

 

 

779

52

1,187

52

1,187

1,239

241

2005

2016

Retail

 

South Euclid, OH

 

 

882

230

1,566

53

230

1,619

1,849

343

1975

2016

Retail

 

St Louis Park, MN

 

3,388

13,088

152

3,388

13,240

16,628

2,621

1962

2016

Retail

 

Deptford, NJ

 

 

2,277

572

1,779

705

572

2,484

3,056

1,139

1981

2012

Retail

 

Cape Girardeau, MO

 

 

862

545

1,547

545

1,547

2,092

484

1994

2012

Retail

 

Littleton, CO

 

 

8,048

6,005

11,272

1,037

5,557

12,757

18,314

3,278

1985

2015

F-39

 
  
  
  
  
 Cost
Capitalized
Subsequent to
Acquisition
 Gross Amount at Which Carried
at December 31, 2017
  
  
  
 
 
  
  
 Initial Cost to Company  
  
  
 
 
  
  
  
 Building and
Improvements
  
 Building &
Improvements
  
 Accumulated
Depreciation(1)
 Date of
Construction
 Date
Acquired
 
Type
 Location Encumbrances Land Improvements Land Total 

Restaurant

 Reading, PA  726  655  625    655  625  1,280  116  1981  2010 

Restaurant

 Reading, PA  714  618  643    618  643  1,261  121  1983  2010 

Restaurant

 Hanover, PA  803  736  686    736  686  1,422  126  1992  2010 

Restaurant

 Gettysburg, PA  823  754  704    754  704  1,458  130  1991  2010 

Restaurant

 Trexlertown, PA  700  800  439    800  439  1,239  81  1994  2010 

Restaurant

 Carrollton, GA  1,569  796  1,458    796  1,458  2,254  250  1996  2012 

Restaurant

 Cartersville, GA  1,484  786  1,346    786  1,346  2,132  245  1995  2012 

Restaurant

 Kennesaw, GA  1,216  702  916    702  916  1,618  161  1989  2012 

Restaurant

 Lawrenceville, GA  1,167  866  899    866  899  1,765  204  1988  2012 

Restaurant

 Concord, NC  1,529  999  1,076    999  1,076  2,075  143  2000  2013 

Restaurant

 Myrtle Beach, SC  1,529  1,102  1,161    1,102  1,161  2,263  161  1978  2013 

Restaurant

 Greensboro, NC  3,253  1,770  1,237    1,770  1,237  3,007  156  1983  2013 

Restaurant

 Richmond, VA    1,680  1,341    1,680  1,341  3,021  162  1983  2013 

Restaurant

 Indianapolis, IN  928  853  1,465    853  1,465  2,318  169  1982  2014 

Retail

 Seattle, WA    201  189    201  189  390  143  1986  1987 

Retail

 Rosenberg, TX    216  863  66  216  929  1,145  500  1994  1995 

Retail

 Ft. Myers, FL    1,013  4,054    1,013  4,054  5,067  2,141  1995  1996 

Retail

 Houston, TX    396  1,583  30  396  1,613  2,009  800  1997  1998 

Retail

 Selden, NY  2,889  572  2,287  150  572  2,437  3,009  1,132  1997  1999 

Retail

 Champaign, IL  1,580  791  3,165  308  791  3,473  4,264  1,553  1985  1999 

Retail

 El Paso, TX  11,086  2,821  11,123  2,544  2,821  13,667  16,488  5,567  1974  2000 

Retail

 Somerville, MA  1,774  510  1,993  24  510  2,017  2,527  749  1993  2003 

Retail

 Newark, DE  1,716  935  3,643  43  935  3,686  4,621  1,318  1996  2003 

Retail

 Knoxville, TN  9,112  2,290  8,855    2,290  8,855  11,145  3,053  2003  2004 

Retail

 Onalaska, WI  3,539  753  3,099    753  3,099  3,852  1,017  1994  2004 

Retail

 Hyannis, MA  131  802  2,324    802  2,324  3,126  579  1998  2008 

Retail

 Marston Mills, MA    461  2,313    461  2,313  2,774  571  1998  2008 

Retail

 Everett, MA  1,178  1,935      1,935    1,935    N/A  2008 

Retail

 Kennesaw, GA  5,373  1,501  4,349  1,138  1,501  5,487  6,988  1,148  1995  2008 

Retail

 Royersford, PA  19,750  19,538  3,150  424  19,538  3,574  23,112  707  2001  2010 

Retail

 Monroeville, PA    450  863    450  863  1,313  164  1994  2010 

Retail

 Houston, TX    1,962  1,540    1,962  1,540  3,502  315  2006  2010 

Retail

 Houston, TX    2,002  1,800    2,002  1,800  3,802  362  2009  2010 

Retail

 Bolingbrook, IL    834  1,887  101  834  1,988  2,822  368  2001  2011 

Retail

 Crystal Lake, IL  1,696  615  1,899    615  1,899  2,514  396  1997  2011 

Retail

 Lawrence, KS    134  938  22  134  960  1,094  138  1915  2012 

Retail

 Greensboro, NC  1,365  1,046  1,552  29  1,046  1,581  2,627  182  2002  2014 

Retail

 Highlands Ranch, CO    2,361  2,924    2,361  2,924  5,285  307  1995  2014 

Retail

 Woodbury, MN  2,957  1,190  4,003    1,190  4,003  5,193  413  2006  2014 

Retail

 Lincoln, NE    3,768  11,832  30  3,768  11,862  15,630  888  2001  2015 

Retail

 Cuyahoga Falls, OH  1,114  71  1,371    71  1,371  1,442  55  2004  2016 

Retail

 Hilliard, OH  987  300  1,077    300  1,077  1,377  45  2007  2016 

Retail

 Port Clinton, OH  955  52  1,187    52  1,187  1,239  49  2005  2016 

Retail

 South Euclid, OH  1,083  230  1,566    230  1,566  1,796  63  1975  2016 

Retail

 St Louis Park, MN    3,388  13,088  141  3,388  13,229  16,617  483  1962  2016 

Table of Contents

 
  
  
  
  
 Cost
Capitalized
Subsequent to
Acquisition
 Gross Amount at Which Carried
at December 31, 2017
  
  
  
 
 
  
  
 Initial Cost to Company  
  
  
 
 
  
  
  
 Building and
Improvements
  
 Building &
Improvements
  
 Accumulated
Depreciation(1)
 Date of
Construction
 Date
Acquired
 
Type
 Location Encumbrances Land Improvements Land Total 

Retail

 Deptford, NJ  2,718  572  1,779  705  572  2,484  3,056  556  1981  2012 

Retail

 Cape Girardeau, MO  1,199  545  1,547    545  1,547  2,092  229  1994  2012 

Retail

 Clemmons, NC  2,119  2,564  3,293    2,564  3,293  5,857  561  1993  2013 

Retail

 Houston, TX  4,423  3,121  3,767  179  3,121  3,946  7,067  700  2001  2012 

Retail

 Littleton, CO  11,077  6,005  11,272  206  6,005  11,478  17,483  975  1985  2015 

Retail—Supermarket

 Philadelphia, PA  4,276  1,793  5,640  80  1,793  5,720  7,513  511  1992  2014 

Retail—Supermarket

 West Hartford, CT  17,211  9,296  4,813  261  9,296  5,074  14,370  1,055  2005  2010 

Retail—Supermarket

 West Hartford, CT    2,881  94  326  2,881  420  3,301  148  N/A  2010 

Retail—Furniture

 Columbus, OH    1,445  5,431  413  1,445  5,844  7,289  2,914  1996  1997 

Retail—Furniture

 Duluth, GA(3)  1,558  778  3,436    778  3,436  4,214  1,006  1987  2006 

Retail—Furniture

 Fayetteville, GA(3)  1,956  976  4,308    976  4,308  5,284  1,262  1987  2006 

Retail—Furniture

 Wichita, KS(3)  2,382  1,189  5,248    1,189  5,248  6,437  1,537  1996  2006 

Retail—Furniture

 Lexington, KY(3)  1,602  800  3,532    800  3,532  4,332  1,034  1999  2006 

Retail—Furniture

 Bluffton, SC(3)  1,180  589  2,600    589  2,600  3,189  761  1994  2006 

Retail—Furniture

 Amarillo, TX(3)  1,723  860  3,810    860  3,810  4,670  1,112  1996  2006 

Retail—Furniture

 Austin, TX(3)  3,179  1,587  7,010    1,587  7,010  8,597  2,052  2001  2006 

Retail—Furniture

 Tyler, TX(3)  2,066  1,031  4,554    1,031  4,554  5,585  1,333  2001  2006 

Retail—Furniture

 Newport News, VA(3)  1,505  751  3,316    751  3,316  4,067  971  1995  2006 

Retail—Furniture

 Richmond, VA(3)  1,736  867  3,829    867  3,829  4,696  1,121  1979  2006 

Retail—Furniture

 Virginia Beach, VA(3)  1,711  854  3,770    854  3,770  4,624  1,104  1995  2006 

Retail—Furniture

 Gurnee, IL    834  3,635    834  3,635  4,469  1,026  1994  2006 

Retail—Furniture

 Naples, FL  2,069  3,070  2,846  189  3,070  3,035  6,105  700  1992  2008 

Retail—Office Supply

 Batavia, NY(4)    515  2,061    515  2,061  2,576  972  1998  1999 

Retail—Office Supply

 Lake Charles, LA(4)  5,146  1,167  4,669  599  1,167  5,268  6,435  2,014  1998  2002 

Retail—Office Supply

 Athens, GA(4)  2,772  1,130  4,340    1,130  4,340  5,470  1,478  2003  2004 

Retail—Office Supply

 Chicago, IL(4)  3,735  3,877  2,256    3,877  2,256  6,133  524  1994  2008 

Retail—Office Supply

 Cary, NC(4)  3,151  1,129  3,736    1,129  3,736  4,865  868  1995  2008 

Retail—Office Supply

 Eugene, OR(4)  2,805  1,952  2,096    1,952  2,096  4,048  487  1994  2008 

Retail—Office Supply

 El Paso, TX(4)  2,451  1,035  2,700    1,035  2,700  3,735  627  1993  2008 

Theater

 Greensboro, NC      8,328      8,328  8,328  7,170  1999  2004 

Theater

 Indianapolis, IN  4,217  3,099  5,225  19  3,099  5,244  8,343  451  1997  2014 

   $396,946 $209,320 $537,860 $28,147 $209,320 $566,007 $775,327 $108,953       

Cost

Capitalized

Gross Amount at Which Carried

Initial Cost to Company

Subsequent to

at December 31, 2023

Building and

Acquisition

Building &

Accumulated

Date of

Date

Type

    

Location

    

Encumbrances

    

Land

    

Improvements

    

Improvements

    

Land

    

Improvements

    

Total

    

Depreciation (1)

    

Construction

    

Acquired

Retail-Furniture

 

Wichita, KS

 

 

1,189

5,248

126

1,189

5,374

6,563

2,325

1996

2006

Retail-Furniture

 

Lexington, KY

 

 

800

3,532

266

800

3,798

4,598

1,587

1999

2006

Retail-Furniture

 

Bluffton, SC

 

 

589

2,600

170

589

2,770

3,359

1,158

1994

2006

Retail-Furniture

 

Amarillo, TX

 

 

860

3,810

2

860

3,812

4,672

1,687

1996

2006

Retail-Furniture

 

Austin, TX

 

 

1,587

7,010

192

1,587

7,202

8,789

3,138

2001

2006

Retail-Furniture

 

Tyler, TX

 

 

1,031

4,554

168

1,031

4,722

5,753

2,029

2001

2006

Retail-Furniture

 

Newport News, VA

 

 

751

3,316

229

751

3,545

4,296

1,471

1995

2006

Retail-Furniture

 

Richmond, VA

 

 

867

3,829

164

867

3,993

4,860

1,698

1979

2006

Retail-Furniture

 

Gurnee, IL

 

 

834

3,635

834

3,635

4,469

1,571

1994

2006

Retail-Furniture

 

Naples, FL

 

 

1,684

3,070

2,846

195

3,070

3,041

6,111

1,204

1992

2008

Retail-Office Supply

 

Lake Charles, LA (2)

 

 

1,167

3,887

2,905

1,167

6,792

7,959

3,063

1998

2002

Retail-Office Supply

 

Chicago, IL (2)

 

 

3,076

3,877

2,256

3,877

2,256

6,133

862

1994

2008

Retail-Office Supply

 

Cary, NC (2)

 

 

2,595

1,129

3,736

1,129

3,736

4,865

1,428

1995

2008

Retail-Office Supply

 

Eugene, OR (2)

 

 

2,312

1,952

2,096

1,952

2,096

4,048

801

1994

2008

Retail-Office Supply

 

El Paso, TX (2)

 

 

2,021

1,035

2,700

1,035

2,700

3,735

1,032

1993

2008

Theater

 

Greensboro, NC

 

 

8,328

3,000

11,328

11,328

9,142

1999

2004

Theater

 

Indianapolis, IN

 

 

3,648

3,099

5,225

19

3,099

5,244

8,343

1,294

1997

2014

$

422,565

$

169,382

$

641,447

$

53,826

$

172,309

$

692,346

$

864,655

$

182,705

Note 1—Depreciation is provided over the estimated useful lives of the buildings and improvements, which range from 32 to 40 years.

Note 2—Upon purchase of the property in December 2006, a $416,000 rental income reserve was posted by the seller for the Company's benefit, since the property was not producing sufficient rent at the time of acquisition. The Company recorded the receipt of this rental reserve as a reduction to land and building.

Note 3—These 11 properties are retail furniture stores covered by one master lease and one loan that is secured by cross - collateralized mortgages. They are located in six states (Georgia, Kansas, Kentucky, South Carolina, Texas and Virginia).

Note 4—These sevenfive properties are retail office supply stores net leased to the same tenant, pursuant to separate leases. FiveFour of these leases contain cross default provisions. They are located in seven states (Illinois, Louisiana, North Carolina, Texas, Georgia, Oregon, and New York).


F-40

ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

Notes to Schedule III

Consolidated Real Estate and Accumulated Depreciation

(a)

Reconciliation of "Real“Real Estate and Accumulated Depreciation"
        Depreciation”

        (Amounts in Thousands)

        Year Ended December 31, 

            

        2023

            

        2022

            

        2021

        Investment in real estate:

        Balance, beginning of year

        $

        879,596

        $

        837,641

        $

        839,058

        Addition: Land, buildings and improvements

         

        18,176

         

        59,654

         

        28,837

        Deduction: Properties sold

        (33,117)

        (17,699)

        (28,064)

        Deduction: Property held-for-sale

        (2,190)

        Balance, end of year

        $

        864,655

        $

        879,596

        $

        837,641

        (b)

        Accumulated depreciation:

        Balance, beginning of year

        $

        173,143

        $

        160,664

        $

        147,136

        Addition: Depreciation

         

        19,242

         

        18,471

         

        17,694

        Deduction: Accumulated depreciation related to properties sold

         

        (9,680)

         

        (5,992)

         

        (3,246)

        Deduction: Accumulated depreciation related to property held-for-sale

        (920)

        Balance, end of year

        $

        182,705

        $

        173,143

        $

        160,664

        (b)At December 31, 2023, the aggregate cost for federal income tax purposes is approximately $20,749 greater than the Company’s recorded values.

F-41

 
 Year Ended December 31, 
 
 2017 2016 2015 

Investment in real estate (b):

          

Balance, beginning of year

 
$

748,065
 
$

662,182
 
$

592,668
 

Addition: Land, buildings and improvements

  47,207  121,564  83,643 

Deduction: Properties sold/conveyed

  (19,792) (35,681) (14,129)

Deduction: Impairment loss

  (153)    

Balance, end of year

 $775,327 $748,065 $662,182 

  (c)       

Accumulated depreciation (b):

          

Balance, beginning of year

 
$

96,852
 
$

87,801
 
$

77,643
 

Addition: Depreciation

  15,689  14,247  12,680 

Deduction: Accumulated depreciation related to properties sold/conveyed

  (3,588) (5,196) (2,522)

Balance, end of year

 $108,953 $96,852 $87,801 
(b)
Includes properties held-for-sale in 2015.

(c)
The aggregate cost of the properties is approximately $13,260 higher for federal income tax purposes at December 31, 2017.