Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2017 | Nov. 01, 2017 | |
Document and Entity Information | ||
Entity Registrant Name | ONE LIBERTY PROPERTIES INC | |
Entity Central Index Key | 712,770 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2017 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 18,782,252 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q3 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 | |
Real estate investments, at cost | |||
Land | $ 210,211 | $ 211,432 | |
Buildings and improvements | 554,772 | 536,633 | |
Total real estate investments, at cost | 764,983 | 748,065 | |
Less accumulated depreciation | 105,150 | 96,852 | |
Real estate investments, net | 659,833 | 651,213 | |
Investment in unconsolidated joint ventures | 10,648 | 10,833 | |
Cash and cash equivalents | 14,926 | 17,420 | |
Restricted cash | 530 | 643 | |
Unbilled rent receivable | 13,839 | 13,797 | |
Unamortized intangible lease assets, net | 31,774 | 32,645 | |
Escrow, deposits and other assets and receivables | 6,032 | 6,894 | |
Total assets | [1] | 737,582 | 733,445 |
Liabilities: | |||
Mortgages payable, net of $3,960 and $4,294 of deferred financing costs, respectively | 397,093 | 394,898 | |
Line of credit, net of $702 and $936 of deferred financing costs, respectively | 5,698 | 9,064 | |
Dividends payable | 8,053 | 7,806 | |
Accrued expenses and other liabilities | 11,890 | 10,470 | |
Unamortized intangible lease liabilities, net | 17,990 | 19,280 | |
Total liabilities | [1] | 440,724 | 441,518 |
Commitments and contingencies | |||
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; 18,114 and 17,600 shares issued and outstanding | 18,114 | 17,600 | |
Paid-in capital | 270,762 | 262,511 | |
Accumulated other comprehensive loss | (1,275) | (1,479) | |
Accumulated undistributed net income | 7,544 | 11,501 | |
Total One Liberty Properties, Inc. stockholders' equity | 295,145 | 290,133 | |
Non-controlling interests in consolidated joint ventures | 1,713 | 1,794 | |
Total equity | 296,858 | 291,927 | |
Total liabilities and equity | $ 737,582 | $ 733,445 | |
[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: $17.8 million and $17.8 million of land, $32.1 million and $32.5 million of building and improvements, net of $3.5 million and $2.7 million of accumulated depreciation, $4.1 million and $5.5 million of other assets included in other line items, $32.5 million and $33.1 million of real estate debt, net, $3.1 million and $3.1 million of other liabilities included in other line items as of September 30, 2017 and December 31, 2016, respectively |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) shares in Thousands, $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Preferred stock, par value (in dollars per share) | $ 1 | $ 1 |
Preferred stock, shares authorized | 12,500 | 12,500 |
Preferred stock, shares issued | 0 | 0 |
Common stock, par value (in dollars per share) | $ 1 | $ 1 |
Common stock, shares authorized | 25,000 | 25,000 |
Common stock, shares issued | 18,114 | 17,600 |
Common stock, shares outstanding | 18,114 | 17,600 |
Land. | $ 210,211 | $ 211,432 |
Buildings and improvements | 554,772 | 536,633 |
Accumulated depreciation | 105,150 | 96,852 |
Consolidated VIE entities | ||
Deferred financing costs | 462 | 539 |
Land. | 17,800 | 17,800 |
Buildings and improvements | 32,100 | 32,500 |
Accumulated depreciation | 3,500 | 2,700 |
Other assets | 4,100 | 5,500 |
Real estate debt, net | 32,500 | 33,100 |
Other liabilities | 3,100 | 3,100 |
Facility | ||
Deferred financing costs | 702 | 936 |
Mortgages payable | ||
Deferred financing costs | $ 3,960 | $ 4,294 |
CONSOLIDATED STATEMENTS OF INCO
CONSOLIDATED STATEMENTS OF INCOME - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Revenues: | ||||
Rental income, net | $ 17,217 | $ 16,334 | $ 50,770 | $ 46,985 |
Tenant reimbursements | 1,920 | 1,687 | 5,252 | 4,614 |
Total revenues | 19,137 | 18,021 | 56,022 | 51,599 |
Operating expenses: | ||||
Depreciation and amortization | 5,115 | 4,663 | 15,858 | 13,246 |
General and administrative (see Note 10 for related party information) | 2,701 | 2,681 | 8,409 | 7,961 |
Real estate expenses (see Note 10 for related party information) | 2,689 | 2,188 | 7,765 | 6,521 |
Real estate acquisition costs | 162 | 610 | ||
Federal excise and state taxes | 90 | 43 | 401 | 198 |
Leasehold rent | 77 | 77 | 231 | 231 |
Impairment loss | 153 | 153 | ||
Total operating expenses | 10,825 | 9,814 | 32,817 | 28,767 |
Operating income | 8,312 | 8,207 | 23,205 | 22,832 |
Other income and expenses: | ||||
Equity in earnings of unconsolidated joint ventures | 212 | 228 | 663 | 794 |
Prepayment costs on debt | (577) | |||
Other income | 57 | 362 | 399 | 431 |
Interest: | ||||
Expense | (4,459) | (4,404) | (13,380) | (12,593) |
Amortization and write-off of deferred financing costs | (263) | (189) | (717) | (644) |
Income before gain on sale of real estate, net | 3,859 | 4,204 | 10,170 | 10,243 |
Gain on sale of real estate, net | 3,269 | 119 | 9,837 | 9,824 |
Net income | 7,128 | 4,323 | 20,007 | 20,067 |
Net income attributable to non-controlling interests | (23) | (24) | (65) | (40) |
Net income attributable to One Liberty Properties, Inc. | $ 7,105 | $ 4,299 | $ 19,942 | $ 20,027 |
Weighted average number of common shares outstanding: | ||||
Basic (in shares) | 18,000 | 16,845 | 17,859 | 16,605 |
Diluted (in shares) | 18,079 | 16,962 | 17,961 | 16,722 |
Per common share attributable to common stockholders - basic: | $ 0.38 | $ 0.24 | $ 1.07 | $ 1.16 |
Per common share attributable to common stockholders - diluted: | 0.38 | 0.24 | 1.07 | 1.15 |
Cash distributions declared per share of common stock | $ 0.43 | $ 0.41 | $ 1.29 | $ 1.23 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME | ||||
Net income | $ 7,128 | $ 4,323 | $ 20,007 | $ 20,067 |
Other comprehensive gain (loss) | ||||
Reclassification of gain on available-for-sale securities included in net income | (27) | |||
Net unrealized gain (loss) on derivative instruments | 104 | 1,018 | 172 | (5,177) |
One Liberty Properties Inc.'s share of joint venture net unrealized gain (loss) on derivative instruments | 11 | 44 | 34 | (92) |
Other comprehensive gain (loss) | 115 | 1,062 | 206 | (5,296) |
Comprehensive income | 7,243 | 5,385 | 20,213 | 14,771 |
Net income attributable to non-controlling interests | (23) | (24) | (65) | (40) |
Adjustment for derivative instruments attributable to non-controlling interests | (1) | (5) | (2) | 15 |
Comprehensive income attributable to One Liberty Properties, Inc. | $ 7,219 | $ 5,356 | $ 20,146 | $ 14,746 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - USD ($) $ in Thousands | Common Stock | Paid-in Capital | Accumulated Other Comprehensive Loss | Accumulated Undistributed Net Income | Non-Controlling Interests in Consolidated Joint Ventures | Total |
Balances at Dec. 31, 2015 | $ 16,292 | $ 232,378 | $ (4,390) | $ 16,215 | $ 1,931 | $ 262,426 |
Distributions - common stock | ||||||
Cash - $1.23 per share and $1.29 per share for the year ended September 30, 2016 and 2017 respectively | (21,330) | (21,330) | ||||
Shares issued through equity offering program - net | 608 | 13,689 | 14,297 | |||
Restricted stock vesting | 73 | (73) | ||||
Shares issued through dividend reinvestment plan | 101 | 2,087 | 2,188 | |||
Contributions from non-controlling interests | 30 | 30 | ||||
Distributions to non-controlling interests | (236) | (236) | ||||
Compensation expense - restricted stock | 2,176 | 2,176 | ||||
Net income | 20,027 | 40 | 20,067 | |||
Other comprehensive (loss) income | (5,281) | (15) | (5,296) | |||
Balances at Sep. 30, 2016 | 17,074 | 250,257 | (9,671) | 14,912 | 1,750 | 274,322 |
Balances at Dec. 31, 2016 | 17,600 | 262,511 | (1,479) | 11,501 | 1,794 | 291,927 |
Distributions - common stock | ||||||
Cash - $1.23 per share and $1.29 per share for the year ended September 30, 2016 and 2017 respectively | (23,899) | (23,899) | ||||
Shares issued through equity offering program - net | 135 | 2,932 | 3,067 | |||
Restricted stock vesting | 232 | (232) | ||||
Shares issued through dividend reinvestment plan | 147 | 3,210 | 3,357 | |||
Distributions to non-controlling interests | (148) | (148) | ||||
Compensation expense - restricted stock | 2,341 | 2,341 | ||||
Net income | 19,942 | 65 | 20,007 | |||
Other comprehensive (loss) income | 204 | 2 | 206 | |||
Balances at Sep. 30, 2017 | $ 18,114 | $ 270,762 | $ (1,275) | $ 7,544 | $ 1,713 | $ 296,858 |
CONSOLIDATED STATEMENTS OF CHA7
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (Parenthetical) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY | ||||
Distributions - common stock, Cash per share (in dollars per share) | $ 0.43 | $ 0.41 | $ 1.29 | $ 1.23 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Cash flows from operating activities: | ||
Net income | $ 20,007,000 | $ 20,067,000 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Gain on sale of real estate, net | (9,837,000) | (9,824,000) |
Gain on available-for-sale securities | (27,000) | |
Prepayment costs on debt | 577,000 | |
Impairment loss | 153,000 | |
Increase in unbilled rent receivable | (509,000) | (1,757,000) |
Write-off of unbilled rent receivable | 362,000 | 7,000 |
Bad debt expense | 310,000 | 190,000 |
Amortization and write-off of intangibles relating to leases, net | (654,000) | (465,000) |
Amortization of restricted stock expense | 2,341,000 | 2,176,000 |
Equity in earnings of unconsolidated joint ventures | (663,000) | (794,000) |
Distributions of earnings from unconsolidated joint ventures | 584,000 | 755,000 |
Depreciation and amortization | 15,858,000 | 13,246,000 |
Amortization and write-off of deferred financing costs | 717,000 | 644,000 |
Payment of leasing commissions | (67,000) | (1,041,000) |
Decrease (increase) in escrow, deposits, other assets and receivables | 165,000 | (1,153,000) |
Increase (decrease) in accrued expenses and other liabilities | 1,377,000 | (121,000) |
Net cash provided by operating activities | 30,144,000 | 22,480,000 |
Cash flows from investing activities: | ||
Purchase of real estate | (35,443,000) | (118,589,000) |
Improvements to real estate | (2,321,000) | (3,900,000) |
Net proceeds from sale of real estate | 24,093,000 | 40,207,000 |
Net proceeds from sale of available-for-sale securities | 33,000 | |
Distributions of capital from unconsolidated joint ventures | 298,000 | 305,000 |
Net cash used in investing activities | (13,373,000) | (81,944,000) |
Cash flows from financing activities: | ||
Scheduled amortization payments of mortgages payable | (7,808,000) | (6,621,000) |
Repayment of mortgages payable | (11,541,000) | (38,115,000) |
Proceeds from mortgage financings | 21,210,000 | 111,102,000 |
Proceeds from sale of common stock, net | 3,067,000 | 14,297,000 |
Proceeds from bank line of credit | 34,500,000 | 86,000,000 |
Repayment on bank line of credit | (38,100,000) | (81,450,000) |
Issuance of shares through dividend reinvestment plan | 3,357,000 | 2,188,000 |
Payment of financing costs | (150,000) | (1,260,000) |
Prepayment costs on debt | (577,000) | |
Capital contributions from non-controlling interests | 30,000 | |
Distributions to non-controlling interests | (148,000) | (236,000) |
Cash distributions to common stockholders | (23,652,000) | (20,985,000) |
Net cash (used in) provided by financing activities | (19,265,000) | 64,373,000 |
Net (decrease) increase in cash and cash equivalents | (2,494,000) | 4,909,000 |
Cash and cash equivalents at beginning of year | 17,420,000 | 12,736,000 |
Cash and cash equivalents at end of period | 14,926,000 | 17,645,000 |
Supplemental disclosures of cash flow information: | ||
Cash paid during the period for interest expense | 13,350,000 | 12,590,000 |
Cash paid during the period for income taxes | 63,000 | 45,000 |
Cash paid during the period for Federal excise tax | 190,000 | |
Supplemental schedule of non-cash investing activities: | ||
Purchase accounting allocation - intangible lease assets | 4,009,000 | 8,194,000 |
Purchase accounting allocation - intangible lease liabilities | $ (158,000) | $ (6,288,000) |
Organization and Background
Organization and Background | 9 Months Ended |
Sep. 30, 2017 | |
Organization and Background | |
Organization and Background | Note 1 — Organization and Background One Liberty Properties, Inc. (“OLP”) was incorporated in 1982 in Maryland. OLP is a self-administered and self-managed real estate investment trust (“REIT”). OLP acquires, owns and manages a geographically diversified portfolio consisting primarily of retail, industrial, restaurant, health and fitness, and theater properties, many of which are subject to long-term net leases. As of September 30, 2017, OLP owns 119 properties, including six properties owned by consolidated joint ventures and five properties owned by unconsolidated joint ventures. The 119 properties are located in 31 states. |
Summary Accounting Policies
Summary Accounting Policies | 9 Months Ended |
Sep. 30, 2017 | |
Summary Accounting Policies | |
Summary Accounting Policies | Note 2 — Summary Accounting Policies Principles of Consolidation/Basis of Preparation The accompanying unaudited consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and include all of the information and disclosures required by U.S. Generally Accepted Accounting Principles (“GAAP”) for interim reporting. Accordingly, they do not include all of the disclosures required by GAAP for complete financial statement disclosures. In the opinion of management, all adjustments of a normal recurring nature necessary for fair presentation have been included. The results of operations for the three and nine months ended September 30, 2017 and 2016 are not necessarily indicative of the results for the full year. These statements should be read in conjunction with the consolidated financial statements and related notes included in OLP’s Annual Report on Form 10-K for the year ended December 31, 2016. The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. The consolidated financial statements include the accounts and operations of OLP, its wholly-owned subsidiaries, its joint ventures in which the Company, as defined, has a controlling interest, and variable interest entities (“VIEs”) of which the Company is the primary beneficiary. OLP and its consolidated subsidiaries are referred to herein as the “Company”. Material intercompany items and transactions have been eliminated in consolidation. 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’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. Additionally, the Company assesses the accounting treatment for any interests pursuant to which the Company may have a variable interest as a lessor. 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. Leases may contain certain protective rights, such as the right of sale and the receipt of certain escrow deposits. 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’s tax return before filing, and (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. 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 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 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 and nine months ended September 30, 2017 and 2016, there was no impairment charge related to the Company’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’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 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. Reclassifications Certain amounts previously reported in the consolidated financial statements have been reclassified in the accompanying consolidated financial statements to conform to the current period’s presentation, primarily to change the presentation of Gain on sale of real estate, net on the consolidated statement of operations for the three and nine months ended September 30, 2016. The Company has included a caption for Income before gain on sale of real estate, net, to present gain 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 three and nine months ended September 30, 2016 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. |
Earnings Per Common Share
Earnings Per Common Share | 9 Months Ended |
Sep. 30, 2017 | |
Earnings Per Common Share | |
Earnings Per Common Share | Note 3 — Earnings Per Common Share Basic earnings per share was determined by dividing net income allocable to common stockholders for each period by the weighted average number of shares of common stock outstanding during the applicable period. Net income is also allocated to the unvested restricted stock outstanding during each period, 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 losses are allocated entirely to the common stockholders, other than the holders of unvested restricted stock. As of September 30, 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: Number of Three Months Ended Nine Months Ended underlying shares 2017 2016 2017 2016 2009 Incentive Plan (a) (a) 2016 Incentive Plan (b) — (b) — (a) RSUs with respect to 113,584 shares vested on June 30, 2017 and such shares were issued in August 2017. (b) Includes 38,125 shares that would be issued pursuant to a return on capital performance metric, assuming the end of the quarterly period was the June 30, 2020 vesting date. None of the remaining 38,125 shares (of a total of 76,250 that were awarded on September 26, 2017) are included as the applicable total stockholder return metric has not been met for these shares. The following table provides a reconciliation of the numerator and denominator of earnings per share calculations (amounts in thousands, except per share amounts): Three Months Ended Nine Months Ended 2017 2016 2017 2016 Numerator for basic and diluted earnings per share: Net income $ $ $ $ Less net income attributable to non-controlling interests ) ) ) ) Less earnings allocated to unvested restricted stock (a) ) ) ) ) Net income available for common stockholders, basic and diluted $ $ $ $ Denominator for basic earnings per share: Effect of diluted securities: RSUs Denominator for diluted earnings per share: Earnings per common share, basic $ .38 $ .24 $ $ Earnings per common share, diluted $ .38 $ .24 $ $ Net income attributable to One Liberty Properties, Inc. common stockholders, net of non-controlling interests $ $ $ $ (a) Represents an allocation of distributed earnings to unvested restricted stock which, as participating securities, are entitled to receive dividends. |
Real Estate Acquisitions
Real Estate Acquisitions | 9 Months Ended |
Sep. 30, 2017 | |
Real Estate Acquisitions | |
Real Estate Acquisitions | Note 4 — Real Estate Acquisitions 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 not a business. The Company analyzed the real estate acquisitions made during the nine months ended September 30, 2017 and determined the gross assets acquired are concentrated in a single identifiable asset. Therefore, the transactions do not meet the definition of a business and are accounted for as asset acquisitions. In accordance with this guidance, direct transaction costs associated with these asset acquisitions have been capitalized to real estate assets and depreciated over the respective useful lives. The following chart details the Company’s acquisitions of real estate during the nine months ended September 30, 2017 (amounts in thousands): Description of Property Date Acquired Contract Terms of Payment Third Party Forbo industrial facility, Cash and $5,190 Huntersville, North Carolina May 25, 2017 $ mortgage (b) $ Saddle Creek Logistics industrial facility, June 9, 2017 All cash (c) Corporate Woods industrial facility, June 20, 2017 All cash (d) Totals $ $ (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. The following chart details the allocation of the purchase price for the Company’s acquisitions of real estate during the nine months ended September 30, 2017 (amounts in thousands): Building Intangible Lease Description of Property Land Building Improvements Asset Liability Total Forbo industrial facility, Huntersville, North Carolina $ $ $ $ $ — $ Saddle Creek Logistics industrial facility, — Corporate Woods industrial facility, Ankeny, Iowa ) Totals $ $ $ $ $ ) $ As of September 30, 2017, the weighted average amortization for the 2017 acquisitions is 7.0 years and 12.4 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 14) in the fair value hierarchy. Property Acquisition Subsequent to September 30, 2017 On October 10, 2017, the Company acquired, in a sale-leaseback transaction, a distribution facility/corporate headquarters, located in Memphis, Tennessee for $8 million. The initial term of the lease is ten years. |
Sale of Properties
Sale of Properties | 9 Months Ended |
Sep. 30, 2017 | |
Sale of Properties | |
Sale of Properties | Note 5 — Sale of Properties The following chart details the Company’s sales of real estate during the nine months ended September 30, 2017 and 2016 (amounts in thousands): Description of Property Date Sold Gross Gain on Sale of Retail property, Greenwood Village, Colorado May 8, 2017 $ $ Retail property, Kansas City, Missouri (a) July 14, 2017 Retail property, Niles, Illinois August 31, 2017 Totals — nine months ended September 30, 2017 $ $ Portfolio of eight retail properties, Louisiana and Mississippi February 1, 2016 $ $ Retail property, Killeen, Texas May 19, 2016 Land, Sandy Springs, Georgia June 15, 2016 Industrial property, Tomlinson, Pennsylvania June 30, 2016 Partial condemnation of land, Greenwood Village, Colorado July 5, 2016 Totals — nine months ended September 30, 2016 $ $ (a) See Note 14 for information on the payoff of the mortgage on this property and the early termination of the interest rate swap derivative. |
Variable Interest Entities, Con
Variable Interest Entities, Contingent Liabilities and Consolidated Joint Ventures | 9 Months Ended |
Sep. 30, 2017 | |
Variable Interest Entities, Contingent Liabilities and Consolidated Joint Ventures | |
Variable Interest Entities, Contingent Liabilities and Consolidated Joint Ventures | Note 6 — Variable Interest Entities, Contingent Liabilities and Consolidated Joint Ventures Variable Interest Entities — Ground Leases The Company determined that with respect to the properties identified in the table below, it has a variable interest through its ground leases and the three owner/operators (which are affiliated with one another) are VIEs because their 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 VIEs because the Company has shared power over certain activities that most significantly impact the owner/operator’s economic performance ( i.e. , shared rights on the sale of the property) and therefore, does not consolidate these VIEs for financial statement purposes. Accordingly, the Company accounts for these investments as land and the revenues from the ground leases as Rental income, net. Such rental income amounted to $954,000 and $2,758,000 for the three and nine months ended September 30, 2017, respectively, and $663,000 and $1,525,000 for the three and nine months ended September 30, 2016, respectively. Included in these amounts, for the three and nine months ended September 30, 2016, is rental income for a similarly structured transaction for a property located in Sandy Springs, Georgia, amounting to $0 and $308,000, respectively, which the Company sold in June 2016 (see Note 5). The following chart details the VIEs through the Company’s ground leases and the aggregate carrying amount and maximum exposure to loss as of September 30, 2017 (dollars in thousands): Description of Property(a) Date Acquired Land # Units in Owner/ Type of Carrying The Meadows Apartments, Lakemoor, Illinois March 24, 2015 $ $ Land $ The Briarbrook Village Apartments, Wheaton, Illinois August 2, 2016 Land The Vue Apartments, Beachwood, Ohio August 16, 2016 Land Totals $ $ $ (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, the owner/operator obtained a mortgage from a third party which, together with the Company’s purchase of the land, provided substantially all of the aggregate funds to acquire the complex. The Company provided its land as collateral for the respective owner/operator’s mortgage loans; accordingly, each land position is subordinated to the applicable mortgage. Other than as described above, no other financial support has been provided by the Company to the owner/operator. 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 $530,000 and $643,000 at September 30, 2017 and December 31, 2016, respectively, and is included in Restricted cash on the consolidated balance sheets. Variable Interest Entity — Consolidated Joint Ventures With respect to the six consolidated joint ventures in which the Company holds between an 85% to 95% interest, the Company has determined 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 Company has determined it is the primary beneficiary of the VIE as it has the power to direct the activities that most significantly impact each joint venture’s performance including management, approval of expenditures, and the obligation to absorb the losses or rights to receive benefits. Accordingly, the Company consolidates the operations of these joint ventures for financial statement purposes. The joint ventures’ creditors do not have recourse to the assets of the Company other than those held by these joint ventures. The following is a summary of the consolidated VIEs’ carrying amounts and classification in the Company’s consolidated balance sheets, none of which are restricted (amounts in thousands): September 30, December 31, Land $ $ Buildings and improvements, net of accumulated depreciation of $3,536 and $2,732, respectively Cash Unbilled rent receivable Unamortized intangible lease assets, net Escrow, deposits and other assets and receivables Mortgages payable, net of unamortized deferred financing costs of $462 and $539, respectively Accrued expenses and other liabilities Unamortized intangible lease liabilities, net Accumulated other comprehensive loss ) ) Non-controlling interests in consolidated joint ventures At September 30, 2017, MCB Real Estate, LLC and its affiliates (‘‘MCB’’) are the Company’s joint venture partner in four consolidated joint ventures in which the Company has an aggregate equity investment of approximately $9,469,000. The Company’s equity investment in its two other consolidated joint ventures is approximately $7,378,000. Distributions to each joint venture partner are determined pursuant to the applicable operating agreement and may not be pro rata to the equity interest each partner has in the applicable venture. |
Investment in Unconsolidated Jo
Investment in Unconsolidated Joint Ventures | 9 Months Ended |
Sep. 30, 2017 | |
Investment in Unconsolidated Joint Ventures | |
Investment in Unconsolidated Joint Ventures | Note 7 — Investment in Unconsolidated Joint Ventures At September 30, 2017 and December 31, 2016, the Company’s five unconsolidated joint ventures each owned and operated one property. The Company’s equity investment in such unconsolidated joint ventures at such dates totaled $10,648,000 and $10,833,000, respectively. The Company recorded equity in earnings of $212,000 and $663,000 for the three and nine months ended September 30, 2017, respectively, and $228,000 and $794,000 for the three and nine months ended September 30, 2016, respectively. At September 30, 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 $8,171,000. |
Allowance for Doubtful Accounts
Allowance for Doubtful Accounts | 9 Months Ended |
Sep. 30, 2017 | |
Allowance for Doubtful Accounts | |
Allowance for Doubtful Accounts | Note 8 — Allowance for Doubtful Accounts The Company maintains an allowance for doubtful accounts for estimated losses resulting from the inability of a tenant to make required rent and other payments. If the financial condition of a specific tenant were to deteriorate, adversely impacting its ability to make payments, allowances may be required. At September 30, 2017 and December 31, 2016, there was no balance in 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 $310,000 during the nine months ended September 30, 2017. Such bad debt expense related to rental income and tenant reimbursements due from tenants at four properties that filed for Chapter 11 bankruptcy protection. The Company sold one of these properties, located in Niles, Illinois, in August 2017 (see Note 5). Each tenant accounted for less than 1.2% of rental income for each of the three and nine months ended September 30, 2017 and 2016. In addition, during the nine months ended September 30, 2017, the Company wrote-off (i) $362,000 of unbilled straight-line rent receivable and $67,000 of unamortized intangible lease assets as a reduction to rental income and (ii) $884,000 of tenant origination costs as an increase to depreciation expense related to these tenants. Except with respect to its property located in Ann Arbor, Michigan (discussed below), the Company has determined that no impairment charge is required with respect to the two other properties, which at September 30, 2017, had an aggregate net book value of $2,382,000. There was no bad debt expense in the three months ended September 30, 2017. The Company recorded bad debt expense of $190,000 during the nine months ended September 30, 2016, respectively, related to rental income and tenant reimbursements due from Sports Authority, the former tenant at its Greenwood Village, Colorado property, that filed for Chapter 11 bankruptcy in March 2016. This tenant accounted for less than 1% of the Company’s rental income for the three and nine months ended September 30, 2016. The Company sold this property in May 2017 (see Note 5). There was no bad debt expense in the three months ended September 30, 2016. Impairment Loss As of September 30, 2017, the Company determined that it was more likely than not that its property formerly tenanted by Joe’s Crab Shack, located in Ann Arbor, Michigan would be disposed of before the end of its previously estimated useful life. Subsequent to September 30, 2017 the Company entered into a contract to sell the property. As the sales price is less than the book value, the Company determined that the property is impaired and recorded an impairment loss of $153,000 representing the difference between the expected net sales price and the net book value as of September 30, 2017. |
Debt Obligations
Debt Obligations | 9 Months Ended |
Sep. 30, 2017 | |
Debt Obligations | |
Debt Obligations | Note 9 — Debt Obligations Mortgages Payable The following table details the Mortgages payable, net, balances per the consolidated balance sheets at September 30, 2017 and December 31, 2016 (amounts in thousands): September 30, December 31, Mortgages payable, gross $ $ Unamortized deferred financing costs ) ) Mortgages payable, net $ $ Line of Credit The Company has a credit facility with Manufacturers & Traders Trust Company, People’s United Bank, VNB New York, LLC, and Bank Leumi USA, pursuant to which the Company may borrow up to $100,000,000, subject to borrowing base requirements. The facility, which matures December 31, 2019, provides that the Company pay an interest rate equal to the one month LIBOR rate plus an applicable margin ranging from 175 basis points to 300 basis points depending on the ratio of the Company’s total debt to total value, as determined pursuant to the facility. At September 30, 2017 and 2016, the applicable margin was 175 basis points. An unused facility fee of .25% per annum applies to the facility. The average interest rate on the facility was approximately 2.83% and 2.20% for the nine months ended September 30, 2017 and 2016, respectively. The Company was in compliance with all covenants at September 30, 2017. The following table details the Line of credit, net, balances per the consolidated balance sheets at September 30, 2017 and December 31, 2016 (amounts in thousands): September 30, December 31, Line of credit, gross $ $ Unamortized deferred financing costs ) ) Line of credit, net $ $ At November 3, 2017, there was an outstanding balance of $13,400,000 (before unamortized deferred financing costs) under the facility. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2017 | |
Related Party Transactions | |
Related Party Transactions | Note 10 — Related Party Transactions Compensation and Services Agreement Pursuant to the compensation and services agreement with Majestic Property Management Corp. (‘‘Majestic’’), the Company pays fees to Majestic and Majestic provides to the Company the services of all affiliated executive, administrative, legal, accounting, clerical and property management personnel, as well as property acquisition, sale and lease consulting and brokerage services, consulting services with respect to mortgage financings and construction supervisory services. Majestic is wholly-owned by the Company’s vice-chairman and certain of the Company’s executive officers are officers of, 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. In consideration for the services described above, the Company paid Majestic $667,000 and $1,996,000 for the three and nine months ended September 30, 2017, respectively and $629,000 and $1,855,000 for the three and nine months ended September 30, 2016, respectively. Included in these fees are $287,000 and $857,000 of property management costs for the three and nine months ended September 30, 2017, respectively, and $267,000 and $770,000 for the three and nine months ended September 30, 2016, respectively. The property management fee portion of the compensation and services agreement is paid 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. Majestic credits against the fees due 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 and services agreement also provides for an additional payment to Majestic of $54,000 and $162,000 for the three and nine months ended September 30, 2017, respectively, and $49,000 and $147,000 for the three and nine months ended September 30, 2016, respectively, for the Company’s share of all direct office expenses, including rent, telephone, postage, computer 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. Executive officers and others providing services to the Company under the compensation and services agreement were awarded shares of restricted stock and RSUs under the Company’s stock incentive plans (described in Note 13). The related expense charged to the Company’s operations was $361,000 and $1,128,000 for the three and nine months ended September 30, 2017, respectively, and $399,000 and $1,125,000 for the three and nine months ended September 30, 2016, respectively. The fees paid under the compensation and services agreement (except for the property management fees 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 the three and nine months ended September 30, 2017 and 2016. Joint Venture Partners and Affiliates The Company paid an aggregate of $30,000 and $112,000 for the three and nine months ended September 30, 2017, respectively, and $35,000 and $123,000 for the three and nine months ended September 30, 2016, respectively, to its joint venture partners or their affiliates (none of whom are officers, directors or employees of the Company) of its consolidated joint ventures for property management fees, which are included in Real estate expenses on the consolidated statements of income. The Company’s unconsolidated joint ventures paid management fees of $45,000 and $132,000 for the three and nine months ended September 30, 2017, respectively, and $55,000 and $127,000 for the three and nine months ended September 30, 2016, respectively, to the other partner of the venture, which reduced Equity in earnings of unconsolidated joint ventures on the consolidated statements of income by $22,000 and $66,000 for the three and nine months ended September 30, 2017, respectively, and $27,000 and $63,000 for the three and nine months ended September 30, 2016, respectively. Other For 2017 and 2016, the Company paid quarterly fees of (i) $69,000 and $65,625 to the Company’s chairman, respectively, and (ii) $27,500 and $26,250 to the Company’s vice-chairman, respectively. These fees are included in General and administrative expenses on the consolidated statements of income. The Company obtains its property insurance in conjunction with Gould Investors L.P. (“Gould Investors”), a related party and reimburses Gould Investors annually for the Company’s insurance cost relating to its properties. Amounts reimbursed to Gould were $782,000 during the three and nine months ended September 30, 2017 and $699,000 during the three and nine months ended September 30, 2016. Included in Real estate expenses on the consolidated statements of income is insurance expense of $204,000 and $551,000 for the three and nine months ended September 30, 2017, respectively, and $169,000 and $371,000 for the three and nine months ended September 30, 2016, respectively. The $470,000 balance of the amounts reimbursed to Gould Investors represents prepaid insurance at September 30, 2017 and is included in Other assets on the consolidated balance sheets. |
Common Stock Cash Dividend
Common Stock Cash Dividend | 9 Months Ended |
Sep. 30, 2017 | |
Common Stock Cash Dividend | |
Common Stock Cash Dividend | Note 11 — Common Stock Cash Dividend On September 13, 2017, the Board of Directors declared a quarterly cash dividend of $.43 per share on the Company’s common stock, totaling $8,053,000. The quarterly dividend was paid on October 4, 2017 to stockholders of record on September 25, 2017. |
Shares Issued through Equity Of
Shares Issued through Equity Offering Program | 9 Months Ended |
Sep. 30, 2017 | |
Shares Issued through Equity Offering Program | |
Shares Issued through Equity Offering Program | Note 12 — Shares Issued through Equity Offering Program During the three months ended September 30, 2017, the Company sold 103,196 shares for proceeds of $2,461,000, net of commissions of $25,000, and incurred offering costs of $43,000 for professional fees. During the nine months ended September 30, 2017, the Company sold 135,196 shares for proceeds of $3,252,000, net of commissions of $33,000, and incurred offering costs of $185,000 for professional fees. Subsequent to September 30, 2017, the Company sold 4,197 shares for proceeds of $102,000, net of commissions of $1,000. |
Stock Based Compensation
Stock Based Compensation | 9 Months Ended |
Sep. 30, 2017 | |
Stock Based Compensation | |
Stock Based Compensation | Note 13 — Stock Based Compensation The Company’s 2016 Incentive Plan (‘‘Plan’’), approved by the Company’s stockholders in June 2016, permits 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’s common stock is authorized for issuance pursuant to this Plan. As of September 30, 2017, (i) restricted stock 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 and are outstanding. Under the Company’s 2012 Incentive Plan, as of September 30, 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. 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’s relationship with the Company terminated, unvested restricted stock awards vest on the fifth anniversary of the grant date, and under certain circumstances may vest earlier. During the quarter ended September 30, 2017, 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 meet the definition of a market condition, and up to 50% vest upon achievement of metrics related to average annual return on capital (the “ROC Awards”), which metrics meet the definition of a performance condition. The holders of the RSUs are not entitled to dividends or to vote 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, a third party appraiser prepared a Monte Carlo simulation pricing model to determine the fair value. The Monte Carlo valuation consisted of computing the grant date fair value of the awards using One Liberty’s simulated stock price. The per unit or share fair value was estimated using the following assumptions: an expected life of three years, a dividend rate of 7.16%, a risk-free interest rate of 1.14% - 1.64% and an expected price volatility of 16.57% - 19.15%. The expected price volatility was calculated based on the historical volatility and implied volatility. For the ROC awards, the fair value is based on the market value on the date 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 result of service conditions or the Company’s performance expectations. The total amount recorded as deferred compensation is $919,000, based on performance and market assumptions and will be charged to General and administrative expense. None of these RSUs were forfeited or vested during the three months ended September 30, 2017. In 2010, RSUs exchangeable for up to 200,000 shares of common stock were awarded pursuant to the Company’s 2009 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. As of June 30, 2017, 113,584 shares of common stock underlying the RSUs were deemed to have vested and in the quarter ended September 30, 2017, such shares were issued. RSUs with respect to the balance of 86,416 shares were forfeited. The following is a summary of the activity of the equity incentive plans: Three Months Ended Nine Months Ended 2017 2016 2017 2016 Restricted stock: Number of shares — — Average per share grant price — — $ $ Deferred compensation to be recognized over — — $ $ Number of non-vested shares: Non-vested beginning of period Grants — — Vested during period — — ) ) Forfeitures — ) ) ) Non-vested end of period RSU grants: Number of shares — — Average per share grant price $ — $ — Number of non-vested shares: Non-vested beginning of period — Grants — — Vested during period — — ) — Forfeitures — — ) — Non-vested end of period Restricted stock and RSU grants: Average per share value of non-vested shares $ $ $ $ Value of stock vested during the period $ — $ — $ $ Average per share value of shares forfeited during the period (based on grant price) $ — $ $ $ The total charge to operations: $ $ $ $ Outstanding RSUs — Total charge to operations $ $ $ $ As of September 30, 2017, total compensation costs of $7,805,000 related to non-vested restricted stock awards and RSUs that 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 2.4 years for the restricted stock and 2.8 years for the RSUs. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2017 | |
Fair Value Measurements | |
Fair Value Measurements | Note 14 — 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. 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’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” market inputs and Level 3 assets/liabilities are valued based significantly on “unobservable” market inputs. 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. At September 30, 2017, the $414,746,000 estimated fair value of the Company’s mortgages payable is greater than their $401,053,000 carrying value (before unamortized deferred financing costs) by approximately $13,693,000 assuming a blended market interest rate of 3.69% based on the 8.9 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 September 30, 2017 and December 31, 2016, the carrying amount of the Company’s line of credit (before unamortized deferred financing costs) of $6,400,000 and $10,000,000, 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 estimated fair value. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts. Fair Value on a Recurring Basis The fair value of the Company’s derivative financial instruments, using Level 2 inputs, was determined to be the following (amounts in thousands) : As of Carrying and Financial assets: Interest rate swaps September 30, 2017 $ December 31, 2016 Financial liabilities: Interest rate swaps September 30, 2017 $ December 31, 2016 The Company does not 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 using interest rate swaps is to add stability to interest expense. The Company does not use derivatives for trading or speculative purposes. 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 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 September 30, 2017, 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. As of September 30, 2017, the Company had entered into 29 interest rate derivatives, all of which were interest rate swaps, related to 29 outstanding mortgage loans with an aggregate $135,251,000 notional amount and mature between 2018 and 2028 (weighted average remaining term to maturity of 7.3 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 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 September 30, 2017 with an aggregate $10,556,000 notional amount. These interest rate swaps, which were designated as cash flow hedges, have interest rates of 3.49% and 5.81% and mature in 2022 and 2018, respectively. The following table presents the effect of the Company’s derivative financial instruments on the consolidated statements of income for the periods presented (amounts in thousands): Three Months Ended Nine Months Ended 2017 2016 2017 2016 One Liberty Properties, Inc. and Consolidated subsidiaries Amount of (loss) gain recognized on derivatives in Other comprehensive loss $ ) $ $ ) $ ) Amount of (loss) reclassification from Accumulated other comprehensive loss into Interest expense $ ) ) ) ) Unconsolidated Joint Ventures (Company’s share) Amount of (loss) gain recognized on derivatives in Other comprehensive loss $ ) $ $ ) $ ) Amount of (loss) reclassification from Accumulated other comprehensive loss into Equity in earnings of unconsolidated joint ventures ) ) ) ) On July 14, 2017, in connection with the sale of a property tenanted by Kohl’s and located in Kansas City, Missouri, the Company paid off the mortgage and terminated the related interest rate swap. In June 2017, the Company discontinued hedge accounting on this interest rate swap as the hedged forecasted transaction became probable not to occur. As a result, the Company accelerated the reclassification of $118,000 from accumulated other comprehensive loss to interest expense for the nine months ended September 30, 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 months ended September 30, 2017 and the three and nine months ended September 30, 2016. During the twelve months ending September 30, 2018, the Company estimates an additional $988,000 will be reclassified from other accumulated other comprehensive loss as an increase to interest expense and $26,000 will be reclassified from accumulated other comprehensive loss as a decrease to equity in earnings of unconsolidated joint ventures. The derivative agreements in effect at September 30, 2017 provide that if the wholly-owned subsidiary of the Company which is a party to the agreement defaults or is capable of being declared in default on any of its indebtedness, then a default can be declared on such subsidiary’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 nine months ended September 30, 2016, the Company terminated three interest rate swaps in connection with the early payoff of the related mortgages. As a result of these hedged forecasted transactions being terminated, the Company accelerated the reclassification of $178,000 in accumulated other comprehensive loss to earnings which are included in Prepayment costs on debt on the consolidated statement of income. As of September 30, 2017, the fair value of the derivatives in a liability position, including accrued interest of $71,000, but excluding any adjustments for nonperformance risk, was approximately $2,516,000. 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 $2,516,000. This termination liability value, net of $135,000 adjustments for nonperformance risk, or $2,381,000, is included in Accrued expenses and other liabilities on the consolidated balance sheet at September 30, 2017. |
Commitments
Commitments | 9 Months Ended |
Sep. 30, 2017 | |
Commitments | |
Commitments | Note 15 — Commitments 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 $1,858,000 has been spent through September 30, 2017, (ii) to reimburse Regal Cinemas, a tenant in Greensboro, North Carolina, $3,000,000 if and when the tenant completes specified improvements to the property and (iii) to reimburse Huttig Building Products, a tenant in Saco, Maine, for up to a maximum of $2,050,000 for building expansion costs by July 31, 2018. |
New Accounting Pronouncements
New Accounting Pronouncements | 9 Months Ended |
Sep. 30, 2017 | |
New Accounting Pronouncements | |
New Accounting Pronouncements | Note 16 — New Accounting Pronouncements 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 is currently evaluating the new guidance to determine the impact, if any, it may have on its consolidated financial statements. 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 currently evaluating the new guidance to determine the impact, if any, it may have on its 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 that aren’t 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. Early adoption is permitted after December 2018. The Company is currently evaluating the new guidance to determine the impact it may have on its consolidated financial statements. In February 2016, the FASB issued ASU No. 2016-02, Leases , 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 date of the standard 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. The Company is currently evaluating this new standard. The Company anticipates adopting this guidance 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) (ASU 2014-09), 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 on January 1, 2018, and applying the cumulative-effect adoption method. Since the Company’s revenue is primarily related to leasing activities, management does not anticipate that the adoption of the New Revenue Recognition Standards will have a material impact on the consolidated financial statements. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2017 | |
Subsequent Events | |
Subsequent Events | Note 17 — Subsequent Events Subsequent events have been evaluated and, except as previously disclosed, there were no other events relative to the Company’s consolidated financial statements that require additional disclosure. |
Summary Accounting Policies (Po
Summary Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2017 | |
Summary Accounting Policies | |
Principles of Consolidation/Basis of Preparation | Principles of Consolidation/Basis of Preparation The accompanying unaudited consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and include all of the information and disclosures required by U.S. Generally Accepted Accounting Principles (“GAAP”) for interim reporting. Accordingly, they do not include all of the disclosures required by GAAP for complete financial statement disclosures. In the opinion of management, all adjustments of a normal recurring nature necessary for fair presentation have been included. The results of operations for the three and nine months ended September 30, 2017 and 2016 are not necessarily indicative of the results for the full year. These statements should be read in conjunction with the consolidated financial statements and related notes included in OLP’s Annual Report on Form 10-K for the year ended December 31, 2016. The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. The consolidated financial statements include the accounts and operations of OLP, its wholly-owned subsidiaries, its joint ventures in which the Company, as defined, has a controlling interest, and variable interest entities (“VIEs”) of which the Company is the primary beneficiary. OLP and its consolidated subsidiaries are referred to herein as the “Company”. Material intercompany items and transactions have been eliminated in consolidation. |
Investment in Joint Ventures and Variable Interest Entities | 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’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. Additionally, the Company assesses the accounting treatment for any interests pursuant to which the Company may have a variable interest as a lessor. 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. Leases may contain certain protective rights, such as the right of sale and the receipt of certain escrow deposits. 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’s tax return before filing, and (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. 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 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 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 and nine months ended September 30, 2017 and 2016, there was no impairment charge related to the Company’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’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 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. |
Reclassifications | Reclassifications Certain amounts previously reported in the consolidated financial statements have been reclassified in the accompanying consolidated financial statements to conform to the current period’s presentation, primarily to change the presentation of Gain on sale of real estate, net on the consolidated statement of operations for the three and nine months ended September 30, 2016. The Company has included a caption for Income before gain on sale of real estate, net, to present gain 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 three and nine months ended September 30, 2016 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. |
Earnings Per Common Share (Tabl
Earnings Per Common Share (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Earnings Per Common Share | |
Schedule of diluted weighted average number of shares of common stock includes common stock underlying RSUs awarded | Number of Three Months Ended Nine Months Ended underlying shares 2017 2016 2017 2016 2009 Incentive Plan (a) (a) 2016 Incentive Plan (b) — (b) — (a) RSUs with respect to 113,584 shares vested on June 30, 2017 and such shares were issued in August 2017. (b) Includes 38,125 shares that would be issued pursuant to a return on capital performance metric, assuming the end of the quarterly period was the June 30, 2020 vesting date. None of the remaining 38,125 shares (of a total of 76,250 that were awarded on September 26, 2017) are included as the applicable total stockholder return metric has not been met for these shares. |
Schedule of reconciliation of the numerator and denominator of earnings per share calculations | The following table provides a reconciliation of the numerator and denominator of earnings per share calculations (amounts in thousands, except per share amounts): Three Months Ended Nine Months Ended 2017 2016 2017 2016 Numerator for basic and diluted earnings per share: Net income $ $ $ $ Less net income attributable to non-controlling interests ) ) ) ) Less earnings allocated to unvested restricted stock (a) ) ) ) ) Net income available for common stockholders, basic and diluted $ $ $ $ Denominator for basic earnings per share: Effect of diluted securities: RSUs Denominator for diluted earnings per share: Earnings per common share, basic $ .38 $ .24 $ $ Earnings per common share, diluted $ .38 $ .24 $ $ Net income attributable to One Liberty Properties, Inc. common stockholders, net of non-controlling interests $ $ $ $ (a) Represents an allocation of distributed earnings to unvested restricted stock which, as participating securities, are entitled to receive dividends. |
Real Estate Acquisitions (Table
Real Estate Acquisitions (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Real Estate Acquisitions | |
Schedule of the Company's acquisitions of real estate | The following chart details the Company’s acquisitions of real estate during the nine months ended September 30, 2017 (amounts in thousands): Description of Property Date Acquired Contract Terms of Payment Third Party Forbo industrial facility, Cash and $5,190 Huntersville, North Carolina May 25, 2017 $ mortgage (b) $ Saddle Creek Logistics industrial facility, June 9, 2017 All cash (c) Corporate Woods industrial facility, June 20, 2017 All cash (d) Totals $ $ (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. |
Schedule of allocation of the purchase price for the company's acquisitions of real estate | The following chart details the allocation of the purchase price for the Company’s acquisitions of real estate during the nine months ended September 30, 2017 (amounts in thousands): Building Intangible Lease Description of Property Land Building Improvements Asset Liability Total Forbo industrial facility, Huntersville, North Carolina $ $ $ $ $ — $ Saddle Creek Logistics industrial facility, — Corporate Woods industrial facility, Ankeny, Iowa ) Totals $ $ $ $ $ ) $ |
Sale of Properties (Tables)
Sale of Properties (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Sale of Properties | |
Schedule of sale of real estate property | The following chart details the Company’s sales of real estate during the nine months ended September 30, 2017 and 2016 (amounts in thousands): Description of Property Date Sold Gross Gain on Sale of Retail property, Greenwood Village, Colorado May 8, 2017 $ $ Retail property, Kansas City, Missouri (a) July 14, 2017 Retail property, Niles, Illinois August 31, 2017 Totals — nine months ended September 30, 2017 $ $ Portfolio of eight retail properties, Louisiana and Mississippi February 1, 2016 $ $ Retail property, Killeen, Texas May 19, 2016 Land, Sandy Springs, Georgia June 15, 2016 Industrial property, Tomlinson, Pennsylvania June 30, 2016 Partial condemnation of land, Greenwood Village, Colorado July 5, 2016 Totals — nine months ended September 30, 2016 $ $ (a) See Note 14 for information on the payoff of the mortgage on this property and the early termination of the interest rate swap derivative. |
Variable Interest Entities, C30
Variable Interest Entities, Contingent Liabilities and Consolidated Joint Ventures (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Unconsolidated JV | |
Schedule of Variable Interest Entities through Ground Leases and Carrying Amount and Maximum Exposure to Loss | The following chart details the VIEs through the Company’s ground leases and the aggregate carrying amount and maximum exposure to loss as of September 30, 2017 (dollars in thousands): Description of Property(a) Date Acquired Land # Units in Owner/ Type of Carrying The Meadows Apartments, Lakemoor, Illinois March 24, 2015 $ $ Land $ The Briarbrook Village Apartments, Wheaton, Illinois August 2, 2016 Land The Vue Apartments, Beachwood, Ohio August 16, 2016 Land Totals $ $ $ (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, the owner/operator obtained a mortgage from a third party which, together with the Company’s purchase of the land, provided substantially all of the aggregate funds to acquire the complex. The Company provided its land as collateral for the respective owner/operator’s mortgage loans; accordingly, each land position is subordinated to the applicable mortgage. Other than as described above, no other financial support has been provided by the Company to the owner/operator. |
Consolidated JV | |
Summary of our variable interests in identified VIEs | The following is a summary of the consolidated VIEs’ carrying amounts and classification in the Company’s consolidated balance sheets, none of which are restricted (amounts in thousands): September 30, December 31, Land $ $ Buildings and improvements, net of accumulated depreciation of $3,536 and $2,732, respectively Cash Unbilled rent receivable Unamortized intangible lease assets, net Escrow, deposits and other assets and receivables Mortgages payable, net of unamortized deferred financing costs of $462 and $539, respectively Accrued expenses and other liabilities Unamortized intangible lease liabilities, net Accumulated other comprehensive loss ) ) Non-controlling interests in consolidated joint ventures |
Debt Obligations (Tables)
Debt Obligations (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Debt Obligations | |
Schedule of Mortgages payable, net | The following table details the Mortgages payable, net, balances per the consolidated balance sheets at September 30, 2017 and December 31, 2016 (amounts in thousands): September 30, December 31, Mortgages payable, gross $ $ Unamortized deferred financing costs ) ) Mortgages payable, net $ $ |
Schedule of Line of credit, net | The following table details the Line of credit, net, balances per the consolidated balance sheets at September 30, 2017 and December 31, 2016 (amounts in thousands): September 30, December 31, Line of credit, gross $ $ Unamortized deferred financing costs ) ) Line of credit, net $ $ |
Stock Based Compensation (Table
Stock Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Stock Based Compensation | |
Summary of the activity of the equity incentive plans | Three Months Ended Nine Months Ended 2017 2016 2017 2016 Restricted stock: Number of shares — — Average per share grant price — — $ $ Deferred compensation to be recognized over — — $ $ Number of non-vested shares: Non-vested beginning of period Grants — — Vested during period — — ) ) Forfeitures — ) ) ) Non-vested end of period RSU grants: Number of shares — — Average per share grant price $ — $ — Number of non-vested shares: Non-vested beginning of period — Grants — — Vested during period — — ) — Forfeitures — — ) — Non-vested end of period Restricted stock and RSU grants: Average per share value of non-vested shares $ $ $ $ Value of stock vested during the period $ — $ — $ $ Average per share value of shares forfeited during the period (based on grant price) $ — $ $ $ The total charge to operations: $ $ $ $ Outstanding RSUs — Total charge to operations $ $ $ $ |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Fair Value Measurements | |
Schedule of derivative financial instruments measured at fair value, using Level 2 inputs | The fair value of the Company’s derivative financial instruments, using Level 2 inputs, was determined to be the following (amounts in thousands) : As of Carrying and Financial assets: Interest rate swaps September 30, 2017 $ December 31, 2016 Financial liabilities: Interest rate swaps September 30, 2017 $ December 31, 2016 |
Schedule of effect of derivative financial instruments on statements of income | The following table presents the effect of the Company’s derivative financial instruments on the consolidated statements of income for the periods presented (amounts in thousands): Three Months Ended Nine Months Ended 2017 2016 2017 2016 One Liberty Properties, Inc. and Consolidated subsidiaries Amount of (loss) gain recognized on derivatives in Other comprehensive loss $ ) $ $ ) $ ) Amount of (loss) reclassification from Accumulated other comprehensive loss into Interest expense $ ) ) ) ) Unconsolidated Joint Ventures (Company’s share) Amount of (loss) gain recognized on derivatives in Other comprehensive loss $ ) $ $ ) $ ) Amount of (loss) reclassification from Accumulated other comprehensive loss into Equity in earnings of unconsolidated joint ventures ) ) ) ) |
Organization and Background (De
Organization and Background (Details) | Sep. 30, 2017stateproperty |
Organization and Background | |
Number of real estate properties | 119 |
Number of states in which properties are located | state | 31 |
Properties owned by consolidated joint ventures | |
Organization and Background | |
Number of real estate properties | 6 |
Properties owned by unconsolidated joint ventures | |
Organization and Background | |
Number of real estate properties | 5 |
Summary Accounting Policies (De
Summary Accounting Policies (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2017USD ($)item | Sep. 30, 2016USD ($) | |
Investment in Joint Ventures and Variable Interest Entities | ||||
Number of Unconsolidated Joint Venture VIEs | item | 0 | |||
Recourse debt of joint venture | $ 0 | $ 0 | ||
Impairment charge relating to investments in unconsolidated joint ventures | $ 0 | $ 0 | $ 0 | $ 0 |
Earnings Per Common Share (Deta
Earnings Per Common Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Jun. 30, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | ||
Number of shares issued included as applicable total stockholder return metric has not been met | 0 | |||||
Numerator for basic and diluted earnings per share: | ||||||
Net income | $ 7,128 | $ 4,323 | $ 20,007 | $ 20,067 | ||
Less net income attributable to non-controlling interests | (23) | (24) | (65) | (40) | ||
Less earnings allocated to unvested restricted stock | [1] | (263) | (248) | (796) | (744) | |
Net income available for common stockholders, basic | 6,842 | 4,051 | 19,146 | 19,283 | ||
Net income available for common stockholders, diluted | $ 6,842 | $ 19,146 | $ 4,051 | $ 19,283 | ||
Denominator for basic earnings per share: | ||||||
Weighted average common shares | 18,000,000 | 16,845,000 | 17,859,000 | 16,605,000 | ||
Effect of diluted securities: | ||||||
RSUs | 79,000 | 117,000 | 102,000 | 117,000 | ||
Denominator for diluted earnings per share: weighted average shares | 18,079,000 | 16,962,000 | 17,961,000 | 16,722,000 | ||
Earnings per common share, basic | $ 0.38 | $ 0.24 | $ 1.07 | $ 1.16 | ||
Earnings per common share, diluted | $ 0.38 | $ 0.24 | $ 1.07 | $ 1.15 | ||
Net income attributable to One Liberty Properties, Inc. common stockholders, net of non-controlling interests | $ 7,105 | $ 4,299 | $ 19,942 | $ 20,027 | ||
2009 Incentive Plan | ||||||
Number of underlying shares | 200,000 | |||||
Effect of diluted securities: | ||||||
RSUs | 117,000 | 113,584 | 117,000 | |||
2016 Incentive Plan | ||||||
Number of underlying shares | 76,250 | |||||
Number of shares included in diluted weighted average number of shares pursuant to return on capital performance metric | 38,125 | 38,125 | ||||
[1] | Represents an allocation of distributed earnings to unvested restricted stock which, as participating securities, are entitled to receive dividends |
Real Estate Acquisitions (Detai
Real Estate Acquisitions (Details) - USD ($) $ in Thousands | Oct. 10, 2017 | Aug. 31, 2017 | Jul. 31, 2017 | Sep. 30, 2017 |
Real Estate Acquisitions | ||||
Contract purchase price (real estate) | $ 35,150 | |||
Third Party Real Estate Acquisition Costs | 293 | |||
Allocation of purchase price for the company's real estate acquisitions | ||||
Land | 3,395 | |||
Building | 27,541 | |||
Building Improvements | 656 | |||
Intangible Lease Asset | 4,009 | |||
Intangible Lease Liability | (158) | |||
Total | $ 35,443 | |||
Weighted average amortization period for intangible lease assets | 7 years | |||
Weighted average amortization period for intangible lease liabilities | 12 years 4 months 24 days | |||
Subsequent to September 30, 2017 | ||||
Allocation of purchase price for the company's real estate acquisitions | ||||
Payments to acquire sale-leaseback transaction | $ 8,000 | |||
Initial term of lease | P10Y | |||
Forbo industrial facility, Huntersville, North Carolina | ||||
Real Estate Acquisitions | ||||
Contract purchase price (real estate) | $ 8,700 | |||
Mortgage incurred | 5,190 | |||
Third Party Real Estate Acquisition Costs | 65 | |||
Allocation of purchase price for the company's real estate acquisitions | ||||
Land | 1,045 | |||
Building | 6,446 | |||
Building Improvements | 222 | |||
Intangible Lease Asset | 1,052 | |||
Total | 8,765 | |||
Saddle Creek Logistics industrial facility, Pittston, Pennsylvania | ||||
Real Estate Acquisitions | ||||
Contract purchase price (real estate) | 11,750 | |||
Mortgage incurred | $ 7,200 | |||
Third Party Real Estate Acquisition Costs | 199 | |||
Allocation of purchase price for the company's real estate acquisitions | ||||
Land | 999 | |||
Building | 9,675 | |||
Building Improvements | 247 | |||
Intangible Lease Asset | 1,028 | |||
Total | 11,949 | |||
Corporate Woods industrial facility, Ankeny, Iowa | ||||
Real Estate Acquisitions | ||||
Contract purchase price (real estate) | 14,700 | |||
Mortgage incurred | $ 8,820 | |||
Third Party Real Estate Acquisition Costs | 29 | |||
Allocation of purchase price for the company's real estate acquisitions | ||||
Land | 1,351 | |||
Building | 11,420 | |||
Building Improvements | 187 | |||
Intangible Lease Asset | 1,929 | |||
Intangible Lease Liability | (158) | |||
Total | $ 14,729 |
Sale of Properties (Details)
Sale of Properties (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Sale of Properties | ||
Gross Sales Price | $ 24,750 | $ 40,611 |
Gain on Sales of Real Estate, Net | 9,837 | 9,824 |
Retail property, Greenwood Village, Colorado | ||
Sale of Properties | ||
Gross Sales Price | 9,500 | |
Gain on Sales of Real Estate, Net | 6,568 | |
Retail Property Kansas City, Missouri | ||
Sale of Properties | ||
Gross Sales Price | 10,250 | |
Gain on Sales of Real Estate, Net | 2,180 | |
Retail Property Niles Illinois | ||
Sale of Properties | ||
Gross Sales Price | 5,000 | |
Gain on Sales of Real Estate, Net | $ 1,089 | |
Portfolio of eight retail properties, Louisiana and Mississippi | ||
Sale of Properties | ||
Gross Sales Price | 13,750 | |
Gain on Sales of Real Estate, Net | 787 | |
Retail property, Killeen, Texas | ||
Sale of Properties | ||
Gross Sales Price | 3,100 | |
Gain on Sales of Real Estate, Net | 980 | |
Land, Sandy Springs, Georgia | ||
Sale of Properties | ||
Gross Sales Price | 8,808 | |
Gain on Sales of Real Estate, Net | 2,281 | |
Industrial property, Tomlinson, Pennsylvania | ||
Sale of Properties | ||
Gross Sales Price | 14,800 | |
Gain on Sales of Real Estate, Net | 5,660 | |
Partial condemnation of land, greenwood village, colorado | ||
Sale of Properties | ||
Gross Sales Price | 153 | |
Gain on Sales of Real Estate, Net | $ 116 |
Variable Interest Entities, C39
Variable Interest Entities, Contingent Liabilities and Consolidated Joint Ventures - Ground Leases (Details) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017USD ($)item | Sep. 30, 2016USD ($) | Sep. 30, 2017USD ($)item | Sep. 30, 2016USD ($) | Dec. 31, 2016USD ($) | |
Variable Interest Entities | |||||
Number of VIEs | item | 3 | 3 | |||
Restricted cash - ground lease | $ 530,000 | $ 530,000 | $ 643,000 | ||
The Meadows Apartments, Lakemoor, Illinois; Briarbrook Village Apartments, Wheaton, Illinois and Vue Apartments, Beachwood, Ohio | |||||
Variable Interest Entities | |||||
Land Contract Purchase Price | $ 33,726,000 | ||||
Units in Apartment Complex | item | 1,186 | ||||
Owner/ Operator Mortgage from Third Party | $ 150,679,000 | ||||
Carrying Amount and Maximum Exposure to Loss | 34,029,000 | 34,029,000 | |||
The Meadows Apartments, Lakemoor, Illinois | |||||
Variable Interest Entities | |||||
Land Contract Purchase Price | $ 9,300,000 | ||||
Units in Apartment Complex | item | 496 | ||||
Owner/ Operator Mortgage from Third Party | $ 43,824,000 | ||||
The Meadows Apartments, Lakemoor, Illinois | Land | |||||
Variable Interest Entities | |||||
Carrying Amount and Maximum Exposure to Loss | 9,592,000 | 9,592,000 | |||
The Briarbrook Village Apartments Wheaton, Illinois | |||||
Variable Interest Entities | |||||
Land Contract Purchase Price | $ 10,530,000 | ||||
Units in Apartment Complex | item | 342 | ||||
Owner/ Operator Mortgage from Third Party | $ 39,411,000 | ||||
The Briarbrook Village Apartments Wheaton, Illinois | Land | |||||
Variable Interest Entities | |||||
Carrying Amount and Maximum Exposure to Loss | 10,536,000 | 10,536,000 | |||
The Vue Apartments, Beachwood, Ohio | |||||
Variable Interest Entities | |||||
Land Contract Purchase Price | $ 13,896,000 | ||||
Units in Apartment Complex | item | 348 | ||||
Owner/ Operator Mortgage from Third Party | $ 67,444,000 | ||||
The Vue Apartments, Beachwood, Ohio | Land | |||||
Variable Interest Entities | |||||
Carrying Amount and Maximum Exposure to Loss | 13,901,000 | 13,901,000 | |||
The Meadows Apartments, Lakemoor, Illinois; Briarbrook Village Apartments, Wheaton, Illinois; Vue Apartments, Beachwood, Ohio and River Crossing Apartments, Sandy Springs, Georgia | |||||
Variable Interest Entities | |||||
Revenue from the ground lease | $ 954,000 | $ 663,000 | $ 2,758,000 | $ 1,525,000 | |
River Crossing Apartments, Sandy Springs, Georgia | |||||
Variable Interest Entities | |||||
Revenue from the ground lease | $ 0 | $ 308,000 |
Variable Interest Entities, C40
Variable Interest Entities, Contingent Liabilities and Consolidated Joint Ventures - Consolidated Joint Ventures (Details) - Consolidated JV | 9 Months Ended |
Sep. 30, 2017item | |
Variable Interest Entities | |
Number of joint ventures with controlling interest | 6 |
Consolidated VIE entities | |
Variable Interest Entities | |
Number of joint ventures with controlling interest | 6 |
Minimum | |
Variable Interest Entities | |
Ownership interest in consolidated joint venture of the company (as a percent) | 85.00% |
Maximum | |
Variable Interest Entities | |
Ownership interest in consolidated joint venture of the company (as a percent) | 95.00% |
Variable Interest Entities, C41
Variable Interest Entities, Contingent Liabilities and Consolidated Joint Ventures - Summary of Consolidated VIE's (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Consolidated VIEs Carrying Amount of Assets and Liabilities | ||
Land | $ 3,395 | |
Unbilled rent receivable | 13,839 | $ 13,797 |
Unamortized intangible lease assets, net | 31,774 | 32,645 |
Escrow, deposits and other assets and receivables | 6,032 | 6,894 |
Mortgages payable, net of unamortized deferred financing costs of $462 and $539, respectively | 397,093 | 394,898 |
Accrued expenses and other liabilities | 11,890 | 10,470 |
Unamortized intangible lease liabilities, net | 17,990 | 19,280 |
Accumulated other comprehensive loss | (1,275) | (1,479) |
Non-controlling interests in consolidated joint ventures | 1,713 | 1,794 |
Consolidated VIE entities | ||
Consolidated VIEs Carrying Amount of Assets and Liabilities | ||
Land | 17,844 | 17,844 |
Buildings and improvements, net of accumulated depreciation of $3,536 and $2,732, respectively | 32,061 | 32,535 |
Cash | 1,053 | 1,796 |
Unbilled rent receivable | 870 | 775 |
Unamortized intangible lease assets, net | 1,315 | 1,595 |
Escrow, deposits and other assets and receivables | 910 | 1,355 |
Mortgages payable, net of unamortized deferred financing costs of $462 and $539, respectively | 32,478 | 33,121 |
Accrued expenses and other liabilities | 1,004 | 893 |
Unamortized intangible lease liabilities, net | 2,061 | 2,200 |
Accumulated other comprehensive loss | (49) | (70) |
Non-controlling interests in consolidated joint ventures | 1,713 | 1,794 |
Accumulated depreciation | 3,536 | 2,732 |
Unamortized deferred financing costs | $ 462 | $ 539 |
Variable Interest Entities, C42
Variable Interest Entities, Contingent Liabilities and Consolidated Joint Ventures - MCB Real Estate, LLC (Details) | 9 Months Ended |
Sep. 30, 2017USD ($)item | |
Consolidated JV | |
Consolidated VIEs Carrying Amount of Assets and Liabilities | |
Number of joint ventures with controlling interest | 6 |
Other Consolidated JV | |
Consolidated VIEs Carrying Amount of Assets and Liabilities | |
Number of joint ventures with controlling interest | 2 |
Investment in consolidated joint ventures | $ | $ 7,378,000 |
MCB Real Estate LLC And Its Affiliates | Consolidated JV | |
Consolidated VIEs Carrying Amount of Assets and Liabilities | |
Number of joint ventures with controlling interest | 4 |
Investment in consolidated joint ventures | $ | $ 9,469,000 |
Investment in Unconsolidated 43
Investment in Unconsolidated Joint Ventures (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2017USD ($)property | Sep. 30, 2016USD ($) | Sep. 30, 2017USD ($)propertyitem | Sep. 30, 2016USD ($) | Dec. 31, 2016USD ($)propertyitem | |
Investment in Unconsolidated Joint Ventures | |||||
Number of unconsolidated joint ventures | item | 5 | 5 | |||
Number of properties owned and operated by each unconsolidated joint venture | property | 1 | 1 | 1 | ||
Investment in unconsolidated joint ventures | $ 10,648,000 | $ 10,648,000 | $ 10,833,000 | ||
Equity in earnings of unconsolidated joint ventures | 212,000 | $ 228,000 | 663,000 | $ 794,000 | |
MCB Real Estate LLC And Its Affiliates | |||||
Investment in Unconsolidated Joint Ventures | |||||
Investment in unconsolidated joint ventures | $ 8,171,000 | $ 8,171,000 |
Allowance for Doubtful Accoun44
Allowance for Doubtful Accounts (Details) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Aug. 31, 2017property | Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2017USD ($)property | Sep. 30, 2016USD ($) | Dec. 31, 2016USD ($) | |
Allowance for Doubtful Accounts | ||||||
Balance in allowance for doubtful accounts | $ 0 | $ 0 | $ 0 | |||
Bad debt expense | $ 0 | $ 0 | $ 310,000 | $ 190,000 | ||
Number of properties relating to bad debt expense | property | 4 | |||||
Number of properties sold | property | 1 | |||||
Percentage of rental income | 1.20% | 1.20% | 1.20% | 1.20% | ||
Write-off of unbilled rent receivable | $ 362,000 | |||||
Write-off of unamortized intangible lease assets | 67,000 | |||||
Write off of tenant origination costs | 884,000 | |||||
Impairment charge on other than ann arbor property | $ 0 | |||||
Number of properties other than ann arbor property | property | 2 | |||||
Impairment loss | $ 153,000 | $ 153,000 | ||||
Net book value of property | $ 2,382,000 | 2,382,000 | ||||
Joe's Crab Shack restaurant Ann Arbor, Michigan | ||||||
Allowance for Doubtful Accounts | ||||||
Impairment loss | $ 153,000 | |||||
Sports Authority Inc. | ||||||
Allowance for Doubtful Accounts | ||||||
Bad debt expense | $ 190,000 | |||||
Maximum | Sports Authority Inc. | ||||||
Allowance for Doubtful Accounts | ||||||
Percentage of rental income | 1.00% | 1.00% |
Debt Obligations - Mortgage Pay
Debt Obligations - Mortgage Payable current (Details) - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
Mortgages Payable | ||
Mortgages payable, net | $ 397,093,000 | $ 394,898,000 |
Mortgages payable | ||
Mortgages Payable | ||
Mortgages payable, gross | 401,053,000 | 399,192,000 |
Unamortized deferred financing costs | (3,960,000) | (4,294,000) |
Mortgages payable, net | $ 397,093,000 | $ 394,898,000 |
Debt Obligations - Line of Cred
Debt Obligations - Line of Credit (Details) - USD ($) | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Nov. 03, 2017 | Dec. 31, 2016 | |
Line of Credit | ||||
Line of credit, net | $ 5,698,000 | $ 9,064,000 | ||
Facility | ||||
Line of Credit | ||||
Unused facility fee (as a percent) | 0.25% | |||
Interest rate during the period (as a percent) | 2.83% | 2.20% | ||
Line of credit, gross | $ 6,400,000 | 10,000,000 | ||
Unamortized deferred financing costs | (702,000) | (936,000) | ||
Facility | Credit Facility | ||||
Line of Credit | ||||
Line of credit, gross | 6,400,000 | $ 13,400,000 | 10,000,000 | |
Unamortized deferred financing costs | (702,000) | (936,000) | ||
Line of credit, net | 5,698,000 | $ 9,064,000 | ||
Facility | Credit Facility | Maximum | ||||
Line of Credit | ||||
Borrowing capacity | $ 100,000,000 | |||
Facility | LIBOR | Credit Facility | ||||
Line of Credit | ||||
Spread on variable interest rate (as a percent) | 1.75% | 1.75% | ||
Facility | LIBOR | Credit Facility | Maximum | ||||
Line of Credit | ||||
Spread on variable interest rate (as a percent) | 3.00% | |||
Facility | LIBOR | Credit Facility | Minimum | ||||
Line of Credit | ||||
Spread on variable interest rate (as a percent) | 1.75% |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Related Party Transaction | ||||
Share based compensation charged to operations | $ 684,000 | $ 770,000 | $ 2,341,000 | $ 2,176,000 |
Majestic | ||||
Related Party Transaction | ||||
Fees under compensation and services agreement | 667,000 | 629,000 | 1,996,000 | 1,855,000 |
Property management costs allocated to real estate expenses | 287,000 | 267,000 | 857,000 | 770,000 |
Additional payment for the entity's share of all direct office expenses | 54,000 | 49,000 | 162,000 | 147,000 |
Executive officers and others | ||||
Related Party Transaction | ||||
Share based compensation charged to operations | 361,000 | 399,000 | 1,128,000 | 1,125,000 |
Joint venture partners | ||||
Related Party Transaction | ||||
Real estate property management costs | 30,000 | 35,000 | 112,000 | 123,000 |
Corporate joint venture | ||||
Related Party Transaction | ||||
Aggregate fees paid to other partners | 45,000 | 55,000 | 132,000 | 127,000 |
Decrease in equity earnings, joint venture transaction | 22,000 | 27,000 | 66,000 | 63,000 |
Chairman | ||||
Related Party Transaction | ||||
Fee paid | 69,000 | 65,625 | ||
Vice Chairman | ||||
Related Party Transaction | ||||
Fee paid | 27,500 | 26,250 | ||
Gould Investors L.P. | ||||
Related Party Transaction | ||||
Insurance Reimbursement | 782,000 | 699,000 | 782,000 | 699,000 |
Real estate insurance expense | $ 204,000 | $ 169,000 | 551,000 | $ 371,000 |
Gould Investors L.P. | Other assets | ||||
Related Party Transaction | ||||
Prepaid Insurance Reimbursement | $ 470,000 | |||
Net lease tenants | Majestic | ||||
Related Party Transaction | ||||
Property management fee (as a percent) | 1.50% | |||
Operating lease tenants | Majestic | ||||
Related Party Transaction | ||||
Property management fee (as a percent) | 2.00% |
Common Stock Cash Dividend (Det
Common Stock Cash Dividend (Details) - USD ($) | Sep. 13, 2017 | Sep. 30, 2017 | Sep. 30, 2016 |
Common Stock Cash Dividend | |||
Quarterly cash dividend declared (in dollars per share) | $ 0.43 | ||
Quarterly cash dividend declared | $ 8,053,000 | $ 23,899,000 | $ 21,330,000 |
Shares Issued through Equity 49
Shares Issued through Equity Offering Program (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended |
Oct. 31, 2017 | Sep. 30, 2017 | Sep. 30, 2017 | |
Shares Issued through Equity Offering Program | |||
Number of shares sold (in shares) | 4,197 | 103,196 | 135,196 |
Proceeds from sale of shares, net of commission and before offering costs | $ 102,000 | $ 2,461,000 | $ 3,252,000 |
Payment of commissions on sale of shares | $ 1,000 | 25,000 | 33,000 |
Payment of offering costs on sale of shares. | $ 43,000 | $ 185,000 |
Stock Based Compensation (Detai
Stock Based Compensation (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Stock Based Compensation | ||||
Number of shares to be vested and issued for each unit outstanding on satisfying performance criteria | 76,250 | 76,250 | ||
Summary of the activity of the incentive plans | ||||
Average per share grant price (in dollars per share) | $ 24.03 | $ 24.03 | ||
Restricted stock and RSU grants: | ||||
Average per share value of non-vested shares (based on grant price) (in dollars per share) | $ 22.89 | $ 18 | $ 22.89 | $ 18 |
Value of stock vested during the period (based on grant price) | $ 3,008,000 | $ 1,177,000 | ||
Average per share value of shares forfeited during the period (based on grant price) (in dollars per share) | $ 21.05 | $ 8.37 | $ 21.05 | |
The total charge to operations: | ||||
Share based compensation charged to operations | $ 684,000 | $ 770,000 | $ 2,341,000 | $ 2,176,000 |
Compensation costs related to non-vested awards that have not yet been recognized | $ 7,805,000 | $ 7,805,000 | ||
Restricted stock | ||||
Summary of the activity of the incentive plans | ||||
Number of shares | 140,100 | 139,225 | ||
Average per share grant price (in dollars per share) | $ 24.75 | $ 21.74 | ||
Deferred compensation to be recognized over vesting period | $ 3,467,000 | $ 3,027,000 | ||
Number of non-vested shares: | ||||
Non-vested beginning of period (in shares) | 612,900 | 605,000 | 591,750 | 538,755 |
Grants (in shares) | 140,100 | 139,225 | ||
Vested during period (in shares) | (118,450) | (72,730) | ||
Forfeitures (in shares) | (250) | (500) | (500) | |
Non-vested end of period (in shares) | 612,900 | 604,750 | 612,900 | 604,750 |
The total charge to operations: | ||||
Share based compensation charged to operations | $ 684,000 | $ 639,000 | $ 2,255,000 | $ 1,930,000 |
Approximate weighted average vesting period | 2 years 4 months 24 days | |||
RSUs | ||||
Stock Based Compensation | ||||
Vesting period | 3 years | |||
Percentage of units to be vested on satisfaction of performance criteria of average total stockholder return | 50.00% | |||
Percent of number of units to be vested on satisfaction of performance criteria related to average annual return on capital | 50.00% | |||
Summary of the activity of the incentive plans | ||||
Number of shares | 76,250 | 76,250 | ||
Number of non-vested shares: | ||||
Non-vested beginning of period (in shares) | 200,000 | 200,000 | 200,000 | |
Grants (in shares) | 76,250 | 76,250 | ||
Vested during period (in shares) | (113,584) | |||
Forfeitures (in shares) | (86,416) | |||
Non-vested end of period (in shares) | 76,250 | 200,000 | 76,250 | 200,000 |
The total charge to operations: | ||||
Share based compensation charged to operations | $ 131,000 | $ 86,000 | $ 246,000 | |
Approximate weighted average vesting period | 2 years 9 months 18 days | |||
TSR awards | ||||
Stock Based Compensation | ||||
Expected life | 3 years | |||
Dividend rate | 7.16% | |||
Risk-free interest rate minimum | 1.14% | |||
Risk-free interest rate maximum | 1.64% | |||
Expected price volatility minimum | 16.57% | |||
Expected price volatility maximum | 19.15% | |||
2016 Incentive Plan | ||||
Stock Based Compensation | ||||
Number of shares authorized for issuance | 750,000 | 750,000 | ||
Shares vested pursuant to Plan | 3,000 | |||
2016 Incentive Plan | Restricted stock | ||||
Summary of the activity of the incentive plans | ||||
Number of shares | 140,100 | |||
Number of non-vested shares: | ||||
Grants (in shares) | 140,100 | |||
Vested during period (in shares) | (3,000) | |||
Forfeitures (in shares) | (100) | |||
2016 Incentive Plan | RSUs | ||||
Number of non-vested shares: | ||||
Non-vested end of period (in shares) | 76,250 | 76,250 | ||
2012 Incentive Plan | ||||
Stock Based Compensation | ||||
Shares issued pursuant to plan | 500,700 | |||
Shares forfeited pursuant to Plan | 3,350 | |||
Shares vested pursuant to Plan | 21,450 | |||
Summary of the activity of the incentive plans | ||||
Number of shares | 0 | |||
Number of non-vested shares: | ||||
Grants (in shares) | 0 | |||
Pay-for-performance program | RSUs | General and administrative expense | ||||
Summary of the activity of the incentive plans | ||||
Deferred compensation to be recognized over vesting period | $ 919,000 |
Fair Value Measurements - Avail
Fair Value Measurements - Available for Sale (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Facility | ||
Fair Value of Financial Instruments | ||
Line of credit, gross | $ 6,400,000 | $ 10,000,000 |
Recurring | Level 2 | Interest rate swap | ||
Financial assets: | ||
Derivative financial instruments | 1,040,000 | 1,257,000 |
Financial liabilities: | ||
Derivative financial instruments | 2,310,000 | 2,695,000 |
Mortgages payable | ||
Fair Value of Financial Instruments | ||
Estimated fair value of mortgages payable | 414,746,000 | 413,916,000 |
Carrying value of mortgage loans | 401,053,000 | 399,192,000 |
Excess of fair value over carrying value | $ 13,693,000 | $ 14,724,000 |
Blended or estimated market interest rate (as a percent) | 3.69% | 3.74% |
Weighted average remaining term of the mortgages | 8 years 10 months 24 days | 9 years 3 months 18 days |
Fair Value Measurements - Inter
Fair Value Measurements - Interest Rate Derivatives (Details) - Interest rate derivatives - Cash flow hedges | 9 Months Ended |
Sep. 30, 2017USD ($)item | |
Fair Value Measurements | |
Number of interest rate derivatives held | 29 |
Number of mortgage loans outstanding | 29 |
Number of mortgage loans designated as cash flow hedges | 29 |
Notional Amount | $ | $ 135,251,000 |
Weighted average maturity | 7 years 3 months 18 days |
Weighted average annual interest rate (as a percent) | 4.12% |
Minimum | |
Fair Value Measurements | |
Fixed Interest Rate (as a percent) | 3.02% |
Maximum | |
Fair Value Measurements | |
Fixed Interest Rate (as a percent) | 5.38% |
Fair Value Measurements - Deriv
Fair Value Measurements - Derivative Instruments, Gain (Loss) (Details) - Cash flow hedges | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2017USD ($)item | Sep. 30, 2016USD ($) | Sep. 30, 2017USD ($)item | Sep. 30, 2016USD ($)item | Sep. 30, 2018USD ($) | |
Reclassification of gain (loss) | |||||
Gain or loss recognized with respect to cash flow hedges' ineffectiveness | $ 0 | $ 0 | |||
Property located in Kansas, Missouri | |||||
Reclassification of gain (loss) | |||||
Loss on derivative instrument reclassified into interest expense | 118,000 | ||||
Interest rate swap | |||||
Fair Value Measurements | |||||
Amount of (loss) gain recognized on derivatives in Other comprehensive loss | (248,000) | $ 385,000 | (1,234,000) | $ (7,197,000) | |
Amount of (loss) reclassification from Accumulated other comprehensive loss into Interest expense | (352,000) | (633,000) | (1,406,000) | $ (2,020,000) | |
Reclassification of gain (loss) | |||||
Additional amount to be reclassified during the next twelve months | $ 988,000 | ||||
Number of interest rate derivative instruments terminated | item | 3 | ||||
Credit risk related contingent feature | |||||
Accrued interest on derivative in a liability position | 71,000 | 71,000 | |||
Fair value of derivative in a liability position, including accrued interest but excluding adjustments for nonperformance risk | 2,516,000 | 2,516,000 | |||
Termination value of derivative agreement | $ 2,516,000 | 2,516,000 | |||
Adjustments for nonperformance risk | $ 135,000 | ||||
Interest rate swap | Unconsolidated joint ventures | |||||
Fair Value Measurements | |||||
Number of unconsolidated joint ventures of the entity with interest rate derivatives outstanding | item | 3 | ||||
Percentage of ownership in unconsolidated joint venture | 50.00% | 50.00% | |||
Number interest rate derivatives outstanding | item | 2 | 2 | |||
Notional Amount | $ 10,556,000 | $ 10,556,000 | |||
Amount of (loss) gain recognized on derivatives in Other comprehensive loss | (2,000) | 21,000 | (14,000) | $ (164,000) | |
Amount of (loss) reclassification from Accumulated other comprehensive loss into Equity in earnings of unconsolidated joint ventures | $ (13,000) | (23,000) | $ (48,000) | $ (72,000) | |
Reclassification of gain (loss) | |||||
Additional amount to be reclassified during the next twelve months | $ 26,000 | ||||
Interest rate swap | Unconsolidated joint ventures | Minimum | |||||
Fair Value Measurements | |||||
Fixed Interest Rate (as a percent) | 3.49% | 3.49% | |||
Interest rate swap | Unconsolidated joint ventures | Maximum | |||||
Fair Value Measurements | |||||
Fixed Interest Rate (as a percent) | 5.81% | 5.81% | |||
Interest rate swap | Prepayment costs on debt | |||||
Reclassification of gain (loss) | |||||
Loss on termination of interest rate swap | $ 178,000 | ||||
Interest rate swap | Accrued expenses and other liabilities | |||||
Credit risk related contingent feature | |||||
Termination value of derivative agreement | $ 2,381,000 | $ 2,381,000 |
Commitments (Details)
Commitments (Details) - USD ($) | Dec. 31, 2018 | Jul. 31, 2018 | Sep. 30, 2017 |
Building located In Hauppauge, New York | |||
Contractual obligation | $ 7,800,000 | $ 1,858,000 | |
Regal Cinemas In Greensboro, North Carolina | |||
Contractual obligation | $ 3,000,000 | ||
Maximum | Huttig Building Products In Saco , Maine | |||
Contractual obligation | $ 2,050,000 |