Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 01, 2023 | |
Document and Entity Information | ||
Entity Registrant Name | ONE LIBERTY PROPERTIES, INC. | |
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2023 | |
Entity File Number | 001-09279 | |
Entity Incorporation, State or Country Code | MD | |
Entity Tax Identification Number | 13-3147497 | |
Entity Address, Address Line One | 60 Cutter Mill Road | |
Entity Address, City or Town | Great Neck | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 11021 | |
City Area Code | 516 | |
Local Phone Number | 466-3100 | |
Title of 12(b) Security | Common Stock | |
Trading Symbol | OLP | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 21,065,691 | |
Entity Central Index Key | 0000712770 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | |
Real estate investments, at cost | |||
Land | $ 179,342 | $ 181,805 | |
Buildings and improvements | 706,027 | 697,791 | |
Total real estate investments, at cost | 885,369 | 879,596 | |
Less accumulated depreciation | 184,414 | 173,143 | |
Real estate investments, net | 700,955 | 706,453 | |
Investment in unconsolidated joint ventures | 9,607 | 10,400 | |
Cash and cash equivalents | 5,471 | 6,718 | |
Unbilled rent receivable | 17,242 | 16,079 | |
Unamortized intangible lease assets, net | 16,848 | 19,841 | |
Escrow, deposits and other assets and receivables | 17,651 | 23,764 | |
Total assets | [1] | 767,774 | 783,255 |
Liabilities: | |||
Mortgages payable, net | 416,727 | 405,162 | |
Line of credit, net of $594 and $732 of deferred financing costs, respectively | 11,906 | 21,068 | |
Dividends payable | 9,890 | 9,693 | |
Accrued expenses and other liabilities | 15,691 | 19,270 | |
Unamortized intangible lease liabilities, net | 10,443 | 11,125 | |
Total liabilities | [1] | 464,657 | 466,318 |
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; 50,000 shares authorized; 20,409 and 20,362 shares issued and outstanding | 20,409 | 20,362 | |
Paid-in capital | 326,635 | 325,895 | |
Accumulated other comprehensive income | 1,337 | 1,810 | |
Distributions in excess of net income | (46,274) | (32,102) | |
Total One Liberty Properties, Inc. stockholders' equity | 302,107 | 315,965 | |
Non-controlling interests in consolidated joint ventures | [1] | 1,010 | 972 |
Total equity | 303,117 | 316,937 | |
Total liabilities and equity | $ 767,774 | $ 783,255 | |
[1] The Company’s consolidated balance sheets include assets and liabilities of consolidated variable interest entities (“VIEs”). See Note 6. The consolidated balance sheets include the following amounts related to the Company’s consolidated VIEs: $10,365 and $10,365 of land, $17,929 and $17,870 of building and improvements, net of $6,235 and $5,670 of accumulated depreciation, $3,163 and $3,518 of other assets included in other line items, $17,960 and $18,500 of real estate debt, net, $1,042 and $1,135 of other liabilities included in other line items and $1,010 and $972 of non-controlling interests as of September 30, 2023 and December 31, 2022, respectively. |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) shares in Thousands, $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | |
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 | 50,000 | 50,000 | |
Common stock, shares issued | 20,409 | 20,362 | |
Common stock, shares outstanding | 20,409 | 20,362 | |
Land | $ 179,342 | $ 181,805 | |
Buildings and improvements | 706,027 | 697,791 | |
Accumulated depreciation | 184,414 | 173,143 | |
Non-controlling interests in consolidated joint ventures | [1] | 1,010 | 972 |
Line of Credit | |||
Deferred financing costs | 594 | 732 | |
Consolidated Joint Venture-VIEs | |||
Land | 10,365 | 10,365 | |
Buildings and improvements | 17,929 | 17,870 | |
Accumulated depreciation | 6,235 | 5,670 | |
Other assets | 3,163 | 3,518 | |
Real estate debt, net | 17,960 | 18,500 | |
Other liabilities | 1,042 | 1,135 | |
Non-controlling interests in consolidated joint ventures | $ 1,010 | $ 972 | |
[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: $10,365 and $10,365 of land, $17,929 and $17,870 of building and improvements, net of $6,235 and $5,670 of accumulated depreciation, $3,163 and $3,518 of other assets included in other line items, $17,960 and $18,500 of real estate debt, net, $1,042 and $1,135 of other liabilities included in other line items and $1,010 and $972 of non-controlling interests as of September 30, 2023 and December 31, 2022, respectively. |
CONSOLIDATED STATEMENTS OF INCO
CONSOLIDATED STATEMENTS OF INCOME - USD ($) shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Revenues: | ||||
Total revenues | $ 22,546,000 | $ 21,473,000 | $ 67,905,000 | $ 64,501,000 |
Operating expenses: | ||||
Depreciation and amortization | 6,310,000 | 5,970,000 | 18,569,000 | 17,718,000 |
General and administrative (see Note 9 for related party information) | 3,864,000 | 3,769,000 | 12,068,000 | 11,534,000 |
Real estate expenses (see Note 9 for related party information) | 4,061,000 | 3,970,000 | 12,139,000 | 11,206,000 |
State taxes | 76,000 | 60,000 | 232,000 | 211,000 |
Total operating expenses | 14,311,000 | 13,769,000 | 43,008,000 | 40,669,000 |
Other operating income | ||||
Gain on sale of real estate, net | 332,000 | 4,063,000 | 5,046,000 | 16,762,000 |
Operating income | 8,567,000 | 11,767,000 | 29,943,000 | 40,594,000 |
Other income and expenses: | ||||
Equity in (loss) earnings of unconsolidated joint ventures | (905,000) | 82,000 | (761,000) | 310,000 |
Income on settlement of litigation (see Note 13) | 5,388,000 | |||
Other income (see Note 13) | 87,000 | 17,000 | 131,000 | 997,000 |
Interest: | ||||
Expense | (4,768,000) | (4,367,000) | (13,978,000) | (13,026,000) |
Amortization and write-off of deferred financing costs | (212,000) | (278,000) | (619,000) | (917,000) |
Net income | 2,769,000 | 7,221,000 | 14,716,000 | 33,346,000 |
Net income attributable to non-controlling interests | (22,000) | (17,000) | (64,000) | (52,000) |
Net income attributable to One Liberty Properties, Inc. | $ 2,747,000 | $ 7,204,000 | $ 14,652,000 | $ 33,294,000 |
Weighted average number of common shares outstanding: | ||||
Basic (in shares) | 20,567 | 20,340 | 20,552 | 20,361 |
Diluted (in shares) | 20,596 | 20,416 | 20,598 | 20,472 |
Per common share attributable to common stockholders: | ||||
Basic (in dollars per share) | $ 0.12 | $ 0.34 | $ 0.67 | $ 1.58 |
Diluted (in dollars per share) | 0.12 | 0.34 | 0.66 | 1.57 |
Cash distributions per share of common stock (in dollars per share) | $ 0.45 | $ 0.45 | $ 1.35 | $ 1.35 |
Rental income, net | ||||
Revenues: | ||||
Total revenues | $ 22,546,000 | $ 21,473,000 | $ 67,905,000 | $ 64,476,000 |
Lease termination fee | ||||
Revenues: | ||||
Total revenues | $ 25,000 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME | ||||
Net income | $ 2,769 | $ 7,221 | $ 14,716 | $ 33,346 |
Other comprehensive income | ||||
Net unrealized (loss) gain on derivative instruments | (207) | 931 | (475) | 3,371 |
Comprehensive income | 2,562 | 8,152 | 14,241 | 36,717 |
Net income attributable to non-controlling interests | (22) | (17) | (64) | (52) |
Adjustment for derivative instruments attributable to non-controlling interests | 1 | (1) | 2 | (3) |
Comprehensive income attributable to One Liberty Properties, Inc. | $ 2,541 | $ 8,134 | $ 14,179 | $ 36,662 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - USD ($) $ in Thousands | Common Stock | Paid-in Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Distributions in Excess of Net Income | Non-Controlling Interests in Consolidated Joint Ventures | Total |
Beginning Balance at Dec. 31, 2021 | $ 20,239 | $ 322,793 | $ (1,513) | $ (36,187) | $ 946 | $ 306,278 |
Distributions - common stock | ||||||
Cash | (9,559) | (9,559) | ||||
Restricted stock and restricted stock unit vesting | 131 | (131) | ||||
Shares issued through equity offering program - net | 17 | 546 | 563 | |||
Shares issued through dividend reinvestment plan | 5 | 156 | 161 | |||
Distributions to non-controlling interests | (33) | (33) | ||||
Compensation expense - restricted stock and RSUs | 1,325 | 1,325 | ||||
Net income | 9,323 | 17 | 9,340 | |||
Other comprehensive income (loss) | 1,773 | 2 | 1,775 | |||
Ending Balance at Mar. 31, 2022 | 20,392 | 324,689 | 260 | (36,423) | 932 | 309,850 |
Beginning Balance at Dec. 31, 2021 | 20,239 | 322,793 | (1,513) | (36,187) | 946 | 306,278 |
Distributions - common stock | ||||||
Net income | 33,346 | |||||
Ending Balance at Sep. 30, 2022 | 20,311 | 323,576 | 1,855 | (31,450) | 959 | 315,251 |
Beginning Balance at Mar. 31, 2022 | 20,392 | 324,689 | 260 | (36,423) | 932 | 309,850 |
Distributions - common stock | ||||||
Cash | (9,494) | (9,494) | ||||
Restricted stock and restricted stock unit vesting | 16 | (16) | ||||
Repurchases of common stock - net | (133) | (3,285) | (3,418) | |||
Shares issued through equity offering program - net | 6 | 157 | 163 | |||
Distributions to non-controlling interests | (8) | (8) | ||||
Compensation expense - restricted stock and RSUs | 1,559 | 1,559 | ||||
Net income | 16,767 | 18 | 16,785 | |||
Other comprehensive income (loss) | 665 | 665 | ||||
Ending Balance at Jun. 30, 2022 | 20,281 | 323,104 | 925 | (29,150) | 942 | 316,102 |
Distributions - common stock | ||||||
Cash | (9,504) | (9,504) | ||||
Restricted stock and restricted stock unit vesting | 65 | (65) | ||||
Repurchases of common stock - net | (75) | (1,747) | (1,822) | |||
Shares issued through equity offering program - net | 40 | 978 | 1,018 | |||
Distributions to non-controlling interests | (1) | (1) | ||||
Compensation expense - restricted stock and RSUs | 1,306 | 1,306 | ||||
Net income | 7,204 | 17 | 7,221 | |||
Other comprehensive income (loss) | 930 | 1 | 931 | |||
Ending Balance at Sep. 30, 2022 | 20,311 | 323,576 | 1,855 | (31,450) | 959 | 315,251 |
Beginning Balance at Dec. 31, 2022 | 20,362 | 325,895 | 1,810 | (32,102) | 972 | 316,937 |
Distributions - common stock | ||||||
Cash | (9,628) | (9,628) | ||||
Restricted stock and restricted stock unit vesting | 135 | (135) | ||||
Shares issued through dividend reinvestment plan | 49 | 1,025 | 1,074 | |||
Distributions to non-controlling interests | (9) | (9) | ||||
Compensation expense - restricted stock and RSUs | 1,328 | 1,328 | ||||
Net income | 5,386 | 22 | 5,408 | |||
Other comprehensive income (loss) | (409) | (409) | ||||
Ending Balance at Mar. 31, 2023 | 20,546 | 328,113 | 1,401 | (36,344) | 985 | 314,701 |
Beginning Balance at Dec. 31, 2022 | 20,362 | 325,895 | 1,810 | (32,102) | 972 | 316,937 |
Distributions - common stock | ||||||
Net income | 14,716 | |||||
Ending Balance at Sep. 30, 2023 | 20,409 | 326,635 | 1,337 | (46,274) | 1,010 | 303,117 |
Beginning Balance at Mar. 31, 2023 | 20,546 | 328,113 | 1,401 | (36,344) | 985 | 314,701 |
Distributions - common stock | ||||||
Cash | (9,626) | (9,626) | ||||
Restricted stock and restricted stock unit vesting | 17 | (17) | ||||
Repurchases of common stock - net | (73) | (1,382) | (1,455) | |||
Shares issued through equity offering program - net | 50 | 1,048 | 1,098 | |||
Distributions to non-controlling interests | (7) | (7) | ||||
Compensation expense - restricted stock and RSUs | 1,564 | 1,564 | ||||
Net income | 6,519 | 20 | 6,539 | |||
Other comprehensive income (loss) | 142 | (1) | 141 | |||
Ending Balance at Jun. 30, 2023 | 20,540 | 329,326 | 1,543 | (39,451) | 997 | 312,955 |
Distributions - common stock | ||||||
Cash | (9,570) | (9,570) | ||||
Restricted stock and restricted stock unit vesting | 75 | (75) | ||||
Repurchases of common stock - net | (262) | (4,882) | (5,144) | |||
Shares issued through dividend reinvestment plan | 56 | 1,055 | 1,111 | |||
Distributions to non-controlling interests | (8) | (8) | ||||
Compensation expense - restricted stock and RSUs | 1,211 | 1,211 | ||||
Net income | 2,747 | 22 | 2,769 | |||
Other comprehensive income (loss) | (206) | (1) | (207) | |||
Ending Balance at Sep. 30, 2023 | $ 20,409 | $ 326,635 | $ 1,337 | $ (46,274) | $ 1,010 | $ 303,117 |
CONSOLIDATED STATEMENTS OF CH_2
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (Parenthetical) - $ / shares | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Distributions - common stock | ||||||||
Cash | $ 0.45 | $ 0.45 | $ 0.45 | $ 0.45 | $ 0.45 | $ 0.45 | $ 1.35 | $ 1.35 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash flows from operating activities: | ||
Net income | $ 14,716,000 | $ 33,346,000 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Gain on sale of real estate, net | (5,046,000) | (16,762,000) |
Increase in net amortization of unbilled rental income | (1,574,000) | (1,579,000) |
Write-off of unbilled rent receivable | 133,000 | |
Amortization and write-off of intangibles relating to leases, net | (698,000) | (617,000) |
Amortization of restricted stock and RSU compensation expense | 4,103,000 | 4,190,000 |
Equity in (loss) earnings of unconsolidated joint ventures | 761,000 | (310,000) |
Distributions of earnings from unconsolidated joint venture | 23,000 | 170,000 |
Depreciation and amortization | 18,569,000 | 17,718,000 |
Amortization and write-off of deferred financing costs | 619,000 | 917,000 |
Payment of leasing commissions | (499,000) | (1,101,000) |
Decrease (Increase) in escrow, deposits, other assets and receivables | 4,088,000 | (2,049,000) |
Increase in accrued expenses and other liabilities | 887,000 | 897,000 |
Net cash provided by operating activities | 36,082,000 | 34,820,000 |
Cash flows from investing activities: | ||
Purchase of real estate | (9,229,000) | (39,888,000) |
Improvements to real estate | (3,887,000) | (3,529,000) |
Investments in ground leased property | (668,000) | (499,000) |
Net proceeds from sale of real estate | 13,185,000 | 30,253,000 |
Insurance recovery proceeds due to casualty loss | 918,000 | |
Distributions of capital from unconsolidated joint venture | 9,000 | |
Net cash used in investing activities | (590,000) | (12,745,000) |
Cash flows from financing activities: | ||
Scheduled amortization payments of mortgages payable | (9,284,000) | (9,601,000) |
Repayment of mortgages payable | (6,735,000) | (54,585,000) |
Proceeds from mortgage financings | 23,450,000 | 70,690,000 |
Proceeds from bank line of credit | 30,900,000 | 39,500,000 |
Repayments on bank line of credit | (40,200,000) | (40,200,000) |
Issuance of shares through dividend reinvestment plan | 3,283,000 | 1,342,000 |
Repurchases of common stock, net | (6,599,000) | (5,240,000) |
Proceeds from sale of common stock, net | 563,000 | |
Payment of financing costs | (449,000) | (839,000) |
Distributions to non-controlling interests | (24,000) | (42,000) |
Cash distributions to common stockholders | (28,627,000) | (28,387,000) |
Net cash used in financing activities | (34,285,000) | (26,799,000) |
Net increase (decrease) in cash, cash equivalents and restricted cash | 1,207,000 | (4,724,000) |
Cash, cash equivalents and restricted cash at beginning of year | 7,277,000 | 16,666,000 |
Cash, cash equivalents and restricted cash at end of period | 8,484,000 | 11,942,000 |
Supplemental disclosure of cash flow information: | ||
Cash paid during the period for interest expense | 13,939,000 | 12,988,000 |
Supplemental disclosure of non-cash investing activities: | ||
Assumption of mortgage payable upon acquisition of properties | 4,280,000 | |
Lease liabilities adjustment from the reassessment of right of use assets | 3,366,000 | |
Purchase accounting allocation - intangible lease assets | 871,000 | 2,816,000 |
Purchase accounting allocation - intangible mortgage asset | 260,000 | |
Purchase accounting allocation - intangible lease liabilities | $ (237,000) | $ (1,152,000) |
CONSOLIDATED STATEMENTS OF CA_2
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2023 | Sep. 30, 2022 |
Reconciliation of cash, cash equivalents, and restricted cash | ||
Cash and cash equivalents | $ 5,471 | $ 11,579 |
Restricted cash included in escrow, deposits and other assets and receivables | 3,013 | 363 |
Total cash, cash equivalents and restricted cash shown in the consolidated statement of cash flows | $ 8,484 | $ 11,942 |
ORGANIZATION AND BACKGROUND
ORGANIZATION AND BACKGROUND | 9 Months Ended |
Sep. 30, 2023 | |
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 industrial and retail properties, many of which are subject to long-term net leases. As of September 30, 2023, OLP owns |
SUMMARY ACCOUNTING POLICIES
SUMMARY ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2023 | |
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, 2023 and 2022 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, 2022. 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. Purchase Accounting for Acquisition of Real Estate In acquiring real estate, the Company evaluates whether substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets, and if that requirement is met, the asset group is accounted for as an asset acquisition and not a business combination. Transaction costs incurred with such asset acquisitions are capitalized to real estate assets and depreciated over the respectful useful lives. The Company allocates the purchase price of real estate, including direct transaction costs applicable to an asset acquisition, among land, building, improvements and intangibles ( e.g., The Company assesses the fair value of the gross assets acquired based on available market information which utilizes estimated cash flow projections; such inputs are categorized as Level 3 inputs in the fair value hierarchy. In determining fair value, factors considered by management include an evaluation of current market demand, market capitalization rates and discount rates, estimates of carrying costs ( e.g. NOTE 2 – SUMMARY ACCOUNTING POLICIES (CONTINUED) Investment in Joint Ventures and Variable Interest Entities The Financial Accounting Standards Board, or FASB, provides guidance for determining whether an entity is a VIE. VIEs are defined as entities in which equity investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support. A VIE is required to be consolidated by its primary beneficiary, which is the party that (i) has the power to control the activities that most significantly impact the VIE’s economic performance and (ii) has the obligation to absorb losses, or the right to receive benefits, of the VIE that could potentially be significant to the VIE. The Company assesses the accounting treatment for each of its investments, including a review of each venture or limited liability company or partnership agreement, to determine the rights of each party and whether those rights are protective or participating. The agreements typically contain certain protective rights, such as the requirement of partner approval to sell, finance or refinance the property and to pay capital expenditures and operating expenditures outside of the approved budget or operating plan. In situations where, among other things, the Company and its partners jointly (i) approve the annual budget, (ii) approve certain expenditures, (iii) prepare or review and approve the joint venture’s tax return before filing, or (iv) approve each lease at a property, the Company does not consolidate as the Company considers these to be substantive participation rights that result in shared, joint power over the activities that most significantly impact the performance of the joint venture or property. Additionally, the Company assesses the accounting treatment for any interests pursuant to which the Company may have a variable interest as a lessor. Leases may contain certain protective rights, such as the right of sale and the receipt of certain escrow deposits. The Company accounts for its investments in unconsolidated joint ventures under the equity method of accounting. All investments in unconsolidated joint ventures have sufficient equity at risk to permit the entity to finance its activities without additional subordinated financial support and, as a group, the holders of the equity at risk have power through voting rights to direct the activities of these 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 reviews on a quarterly basis its investments in unconsolidated joint ventures for other-than-temporary losses in investment value. Any decline that is not expected to be recovered based on the underlying assets of the investment is considered other than temporary and an impairment charge is recorded as a reduction in the carrying value of the investment. During the three and nine months ended September 30, 2023 and 2022, there were no such other-than-temporary impairment charges 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 a return of its investment. Cash received from the unconsolidated entity is presumed to be a return on the investment to the extent that, on a cumulative basis, distributions received by the investor are less than its share of the equity in the undistributed earnings of the entity. |
LEASES
LEASES | 9 Months Ended |
Sep. 30, 2023 | |
LEASES | |
LEASES | NOTE 3 – LEASES Lessor Accounting The Company owns rental properties which are leased to tenants under operating leases with current expirations ranging from 2023 to 2055, with options to extend terminate not Fixed lease revenues represent the base rent that each tenant is required to pay in accordance with the terms of their respective leases, and any lease incentives paid or payable to the lessee, reported on a straight-line basis over the non-cancelable term of the lease. Variable lease revenues typically include payments based on (i) tenant reimbursements, (ii) changes in the index or market-based indices after the inception of the lease, (iii) percentage rents and (iv) the operating performance of the property. Variable lease revenues are not recognized until the specific events that trigger the variable payments have occurred. The components of lease revenues are as follows (amounts in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2023 2022 2023 2022 Fixed lease revenues $ 18,872 $ 18,339 $ 57,159 $ 55,085 Variable lease revenues 3,431 2,914 10,048 8,774 Lease revenues (a) $ 22,303 $ 21,253 $ 67,207 $ 63,859 (a) Excludes $243 and $698 of amortization related to lease intangible assets and liabilities for the three and nine months ended September 30, 2023, respectively, and $220 and $617 for the three and nine months ended September 30, 2022, respectively. In many of the Company’s leases, the tenant is obligated to pay the real estate taxes, insurance, and certain other expenses directly to the vendor. These obligations, which have been assumed by the tenants, are not reflected in our consolidated financial statements. To the extent any such tenant defaults on its lease or if it is deemed probable that the tenant will fail to pay for such obligations, a liability for such obligations would be recorded. On a quarterly basis, the Company assesses the collectability of substantially all lease payments due by reviewing the tenant’s payment history or financial condition. Changes to collectability are recognized as a current period adjustment to rental revenue. As of September 30, 2023, the Company has assessed the collectability of all recorded lease revenues as probable. During the nine months ended September 30, 2023, the Company wrote-off, as a reduction to rental income, net, $133,000 of unbilled rent receivable related to its tenant, Bed Bath & Beyond at its Kennesaw, Georgia property, as the tenant filed for Chapter 11 bankruptcy protection and rejected its lease in April 2023. NOTE 3 – LEASES (CONTINUED) Minimum Future Rents As of September 30, 2023, the minimum future contractual rents to be received on non-cancellable operating leases are included in the table below (amounts in thousands). The minimum future contractual rents do not include (i) straight-line rent or amortization of lease intangibles or incentives and (ii) variable lease payments as described above. From October 1 – December 31, 2023 $ 18,195 For the year ending December 31, 2024 69,767 2025 65,185 2026 61,088 2027 52,581 2028 41,900 Thereafter 133,228 Total $ 441,944 Lessee Accounting Ground Lease The Company is a lessee under a ground lease in Greensboro, North Carolina, which is classified as an operating lease. The ground lease expires March 3, 2025 and provides for up to four, 5-year renewal options and one seven-month renewal option. As of September 30, 2023, the remaining lease term, including a five-year Office Lease The Company is a lessee under a corporate office lease in Great Neck, New York, which is classified as an operating lease. The lease expires on December 31, 2031 and provides for a five-year Minimum Future Lease Payments As of September 30, 2023, the minimum future lease payments related to these operating leases are as follows (amounts in thousands): From October 1 – December 31, 2023 $ 127 For the year ending December 31, 2024 557 2025 626 2026 627 2027 629 2028 630 Thereafter 1,229 Total undiscounted cash flows $ 4,425 Present value discount (1,039) Lease liability $ 3,386 The lease liability is included in other liabilities on the consolidated balance sheet. |
REAL ESTATE ACQUISITION
REAL ESTATE ACQUISITION | 9 Months Ended |
Sep. 30, 2023 | |
REAL ESTATE ACQUISITION | |
REAL ESTATE ACQUISITION | NOTE 4 – REAL ESTATE ACQUISITIONS Contract Capitalized Date Purchase Terms of Transaction Description of Industrial Property Acquired Price Payment Costs Multi-tenant Blythewood, South Carolina July 13, 2023 $ 13,400 Cash and $4,280 mortgage (a) $ 109 TOTAL - Nine months ended September 30, 2023 $ 13,400 $ 109 Conditioned Air Company of Naples LLC Fort Myers, Florida January 5, 2022 $ 8,100 All cash (b) $ 66 Q.E.P. Co., Inc. Dalton, Georgia May 12, 2022 17,000 All cash (b) 330 Multi-tenant Hillside, Illinois May 16, 2022 5,770 All cash 112 Curaleaf, Inc. Lexington, Kentucky June 17, 2022 8,430 Cash and $5,480 mortgage (c) 80 Multi-tenant Northwood, Ohio November 15, 2022 8,629 Cash and $6,034 mortgage (d) 87 Multi-tenant Northwood, Ohio November 15, 2022 8,561 Cash and $6,034 mortgage (d) 86 TOTAL - Year ended December 31, 2022 $ 56,490 $ 761 (a) Simultaneously with the acquisition of this property, the Company assumed a $4,280 mortgage, bearing an interest rate of 4.60% and maturing in 2029. (b) Subsequent to the acquisitions of the Fort Myers, Florida and Dalton, Georgia properties, the Company obtained new mortgage debt of $4,860 and $10,000 , bearing interest rates of 3.09% and 3.50% and maturing in 2031 and 2032, respectively. (c) Simultaneously with the acquisition of this property, the Company obtained new mortgage debt of $5,480 , bearing an interest rate of 3.85% and maturing in 2047. (d) Simultaneously with the acquisition of these properties, the Company assumed a $6,034 mortgage encumbering both properties, bearing an interest rate of 3.57% and maturing in 2030. The following table details the allocation of the purchase price of the real estate acquired during the nine months ended September 30, 2023 (amounts in thousands): Building & Intangible Lease Mortgage Description of Property Land Improvements Asset Liability Intangible Total Multi-tenant Blythewood, South Carolina $ 311 $ 12,304 $ 871 $ (237) $ 260 $ 13,509 TOTAL - Nine months ended September 30, 2023 $ 311 $ 12,304 $ 871 $ (237) $ 260 $ 13,509 |
SALES OF PROPERTIES
SALES OF PROPERTIES | 9 Months Ended |
Sep. 30, 2023 | |
SALES OF PROPERTIES | |
SALE OF PROPERTIES | NOTE 5 SALES OF PROPERTIES The following table details the Company’s sales of real estate during the nine months ended September 30, 2023 and 2022 (amounts in thousands): Gross Gain on Sale of Description of Property Date Sold Sales Price Real Estate, Net TGI Fridays restaurant Hauppauge, New York February 28, 2023 $ 4,200 $ 1,534 Havertys retail property Duluth, Georgia May 31, 2023 6,000 3,180 TGI Fridays restaurant Greensboro, North Carolina September 20, 2023 3,250 332 TOTAL - Nine months ended September 30, 2023 $ 13,450 $ 5,046 (a) Wendy's restaurants - 4 properties Various cities, Pennsylvania March 22, 2022 $ 10,000 $ 4,649 Orlando Baking industrial property Columbus, Ohio May 2, 2022 8,500 6,925 Havertys retail property Fayetteville, Georgia (b) June 17, 2022 4,800 1,125 Vacant retail property Columbus, Ohio August 8, 2022 8,300 4,063 TOTAL - Nine months ended September 30, 2022 $ 31,600 $ 16,762 (c) (a) As a result of these sales, the Company wrote-off, as a reduction to Gain on sale of real estate, net, an aggregate of $190 of other assets and receivables and $123 of unbilled rent receivable. (b) In connection with this sale, the Company paid off the $1,563 mortgage. (c) As a result of these sales, the Company wrote-off, as a reduction to Gain on sale of real estate, net, an aggregate of $519 of unbilled rent receivable and $4 of net unamortized intangible lease liabilities and assets. From August 2023 through October 2023, the Company entered into contracts to sell one restaurant and two retail properties for an aggregate sales price of approximately $13,800,000 . The buyers’ rights to terminate the contracts without penalty expires by early November 2023. The Company anticipates recognizing an aggregate gain on sale of real estate, net, of approximately $ |
VARIABLE INTEREST ENTITIES, CON
VARIABLE INTEREST ENTITIES, CONTINGENT LIABILITY AND CONSOLIDATED JOINT VENTURES | 9 Months Ended |
Sep. 30, 2023 | |
VARIABLE INTEREST ENTITIES, CONTINGENT LIABILITY AND CONSOLIDATED JOINT VENTURES | |
VARIABLE INTEREST ENTITIES, CONTINGENT LIABILITY AND CONSOLIDATED JOINT VENTURES | NOTE 6 – VARIABLE INTEREST ENTITIES, CONTINGENT LIABILITY AND CONSOLIDATED JOINT VENTURES Variable Interest Entity – Ground Lease The Company determined it has a variable interest through its ground lease at its Beachwood, Ohio property (the “Vue Apartments”) and the owner/operator is a VIE because its 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 this VIE because the Company does not have power over the activities that most significantly impact the owner/operator’s economic performance and therefore, does not consolidate this VIE for financial statement purposes. Accordingly, the Company accounts for this investment as land and the revenues from the ground lease as Rental income, net. The ground lease provides for rent which can be deferred and paid based on the operating performance of the property; therefore, this rent is recognized as rental income when the operating performance is achieved and the rent is received. As of September 30, 2023, the VIE’s maximum exposure to loss was $17,012,000 which represented the carrying amount of the land. In purchasing the property in 2016, the owner/operator obtained a mortgage for from a third party which, together with the Company’s purchase of the land, provided substantially all of the funds to acquire the multi-family property. The Company provided its land as collateral for the owner/operator’s mortgage loan; accordingly, the land position is subordinated to the mortgage. The mortgage balance was Pursuant to the ground lease, as amended in November 2020, the Company agreed, in its discretion, to fund 78% of (i) any operating expense shortfalls at the property and (ii) any capital expenditures required at the property. The Company funded $697,000 during the year ended December 31, 2022 and $668,000 during the nine months ended September 30, 2023. These amounts are included as part of the carrying amount of the land. The Company’s ground lease tenant was a plaintiff/claimant in various legal proceedings (the “Proceedings”) against, among others, the developer of such apartment complex alleging, among other things, that the buildings’ construction was flawed. The Proceedings were settled in the quarter ended December 31, 2022 and although the Company was not a party to the Proceedings, pursuant to the lease with the tenant, the Company received Variable Interest Entities – Consolidated Joint Ventures The Company has determined the three consolidated joint ventures in which it holds between a 90% to 95% interest are VIEs because the non-controlling interests do not hold substantive kick-out or participating rights. The Company has determined it is the primary beneficiary of these VIEs 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 VIEs for financial statement purposes. The VIEs’ creditors do not have recourse to the assets of the Company other than those held by the applicable joint venture. NOTE 6 – VARIABLE INTEREST ENTITIES, CONTINGENT LIABILITY AND CONSOLIDATED JOINT VENTURES (CONTINUED) 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, 2023 2022 Land $ 10,365 $ 10,365 Buildings and improvements, net of accumulated depreciation of $6,235 and $5,670, respectively 17,929 17,870 Cash 829 1,163 Unbilled rent receivable 1,059 1,111 Unamortized intangible lease assets, net 419 472 Escrow, deposits and other assets and receivables 856 772 Mortgages payable, net of unamortized deferred financing costs of $120 and $152, respectively 17,960 18,500 Accrued expenses and other liabilities 650 711 Unamortized intangible lease liabilities, net 392 424 Accumulated other comprehensive income 9 22 Non-controlling interests in consolidated joint ventures 1,010 972 As of September 30, 2023 and December 31, 2022, MCB Real Estate, LLC and its affiliates (‘‘MCB’’) are the Company’s joint venture partner in two consolidated joint ventures in which the Company has aggregate equity investments of approximately $4,475,000 and $4,563,000, respectively. Distributions to each joint venture partner are determined pursuant to the applicable operating agreement and, in the event of a sale of, or refinancing of the mortgage encumbering, the property owned by such venture, the distributions to the Company may be less than that implied by the Company’s equity ownership interest in the venture. |
INVESTMENT IN UNCONSOLIDATED JO
INVESTMENT IN UNCONSOLIDATED JOINT VENTURES | 9 Months Ended |
Sep. 30, 2023 | |
INVESTMENT IN UNCONSOLIDATED JOINT VENTURES | |
INVESTMENT IN UNCONSOLIDATED JOINT VENTURES | NOTE 7 – INVESTMENT IN UNCONSOLIDATED JOINT VENTURES As of September 30, 2023 and December 31, 2022, the Company participated in three unconsolidated joint ventures, each of which owns and operates one property; the Company’s equity investment in these ventures totaled $9,607,000 and $10,400,000 , respectively. The Company recorded equity in loss of for the three and nine months ended September 30, 2022, respectively. Included in equity in loss for the three and nine months ended September 30, 2023 is an impairment charge of As of September 30, 2023 and December 31, 2022, MCB and the Company are partners in an unconsolidated joint venture in which the Company’s equity investment is approximately $8,042,000 and $8,963,000, respectively. Impairment and Sale of Manahawkin, New Jersey Property On September 8, 2023, the Company and its joint venture partner entered into a contract to sell its joint venture property located in Manahawkin, New Jersey for $36,500,000 . As a result, the joint venture recorded an impairment charge of |
DEBT OBLIGATIONS
DEBT OBLIGATIONS | 9 Months Ended |
Sep. 30, 2023 | |
DEBT OBLIGATIONS | |
DEBT OBLIGATIONS | NOTE 8 – DEBT OBLIGATIONS Mortgages Payable The following table details the Mortgages payable, net, balances per the consolidated balance sheets (amounts in thousands): September 30, December 31, 2023 2022 Mortgages payable, gross $ 420,886 $ 409,175 Unamortized deferred financing costs (3,321) (3,355) Unamortized mortgage intangible assets (a) (838) (658) Mortgages payable, net $ 416,727 $ 405,162 (a) In connection with the assumption of below-market mortgages upon the acquisition of the Northwood, Ohio and Blythewood, South Carolina properties (see Note 4). The following table sets forth, as of September 30, 2023, scheduled principal repayments with respect to the Company’s mortgage debt during the three months ending December 31, 2023 and for each of the subsequent twelve months through maturity (amounts in thousands): 2023 2024 2025 2026 2027 Thereafter Total Amortization payments $ 3,150 $ 11,732 $ 10,449 $ 10,348 $ 9,241 $ 41,844 $ 86,764 Principal due at maturity 6,238 50,695 32,063 19,179 38,524 187,423 334,122 Total $ 9,388 $ 62,427 $ 42,512 $ 29,527 $ 47,765 $ 229,267 $ 420,886 Line of Credit The Company’s credit facility with Manufacturers and Traders Trust Company and VNB New York, LLC, provides that it may borrow up to $100,000,000, subject to borrowing base requirements. The facility is available for the acquisition of commercial real estate, repayment of mortgage debt, and renovation and operating expense purposes; provided, that if used for renovation and operating expense purposes, the amount outstanding for such purposes will not exceed the lesser of $40,000,000 and 40% of the borrowing base. Net proceeds received from the sale, financing or refinancing of properties are generally required to be used to repay amounts outstanding under the credit facility. The facility is guaranteed by subsidiaries of the Company that own unencumbered properties and the Company is required to pledge to the lenders the equity interests in such subsidiaries. The facility, which matures December 31, 2026, provides for an interest rate equal to 30-day SOFR plus an applicable margin ranging from 175 basis points to 275 basis points depending on the ratio of the Company’s total debt to total value, as determined pursuant to the facility. The applicable margin was 175 basis points at September 30, 2023 and 2022. An unused facility fee of per annum applies to the facility. The weighted average interest rate on the facility was approximately The following table details the Line of credit, net, balances per the consolidated balance sheets (amounts in thousands): September 30, December 31, 2023 2022 Line of credit, gross $ 12,500 $ 21,800 Unamortized deferred financing costs (594) (732) Line of credit, net $ 11,906 $ 21,068 At September 30, 2023 and November 1, 2023, $87,500,000 and $77,500,000, respectively, was available to be borrowed under the facility, including an aggregate of up to $36,000,000 and $26,000,000, respectively, available for renovation and operating expense purposes. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2023 | |
RELATED PARTY TRANSACTIONS | |
RELATED PARTY TRANSACTIONS | NOTE 9 – RELATED PARTY TRANSACTIONS Compensation and Services Agreement Pursuant to the compensation and services agreement with Majestic Property Management Corp. (“Majestic”), Majestic provides the Company with certain (i) executive, administrative, legal, accounting, clerical, property management, property acquisition, consulting ( i.e ., sale, leasing, brokerage, and mortgage financing), and construction supervisory services (collectively, the “Services”) and (ii) facilities and other resources. Majestic is wholly-owned by the Company’s vice- chairman and it provides compensation to several of the Company’s executive officers. In consideration for the Services, the Company paid Majestic $812,000 and $2,501,000 for the three and nine months ended September 30, 2023, respectively, and $763,000 and $2,289,000 for the three and nine months ended September 30, 2022, respectively. Included in these amounts are fees for property management services of Executive officers and others providing services to the Company under the compensation and services agreement were awarded shares of restricted stock and restricted stock units (“RSUs”) under the Company’s stock incentive plans (described in Note 11). The related expense charged to the Company’s operations was $594,000 and $1,879,000 for the three and nine months ended September 30, 2023, respectively, and $640,000 and $1,927,000 for the three and nine months ended September 30, 2022, respectively. The amounts paid under the compensation and services agreement (except for the property management services 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. Joint Venture Partners and Affiliates The Company paid an aggregate of $22,000 and $69,000 for the three and nine months ended September 30, 2023, respectively, and $19,000 and $60,000 for the three and nine months ended September 30, 2022, respectively, to its consolidated joint venture partner or their affiliates (none of whom are officers, directors, or employees of the Company) for property management services, which are included in Real estate expenses on the consolidated statements of income. The Company’s unconsolidated joint ventures paid management fees of $31,000 and $89,000 for the three and nine months ended September 30, 2023, respectively, and $32,000 and $101,000 for the three and nine months ended September 30, 2022, respectively, to the other partner of the ventures, which increased Equity in loss on the consolidated statements of income by $16,000 and $44,000 for the three and nine months ended September 30, 2023, respectively, and reduced Equity in earnings by $16,000 and $51,000 for the three and nine months ended September 30, 2022, respectively. NOTE 9 – RELATED PARTY TRANSACTIONS (CONTINUED) Other During 2023 and 2022, the Company paid quarterly fees of (i) $78,250 to the Company’s chairman and (ii) $31,300 to the Company’s vice-chairman. 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 Investors were during the three and nine months ended September 30, 2022. Included in Real estate expenses on the consolidated statements of income is insurance expense of for the three and nine months ended September 30, 2022, respectively, of amounts reimbursed to Gould Investors in prior periods. The balance of amounts reimbursed to Gould Investors represents prepaid insurance and is included in Other Assets on the consolidated balance sheets. |
EARNINGS PER COMMON SHARE
EARNINGS PER COMMON SHARE | 9 Months Ended |
Sep. 30, 2023 | |
EARNINGS PER COMMON SHARE | |
EARNINGS PER COMMON SHARE | NOTE 10 – 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. As of September 30, 2023, the shares of common stock underlying the RSUs (see Note 11) are excluded from the basic earnings per share calculation, as these units are not participating securities until they vest and are issued. 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. 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 September 30, September 30, 2023 2022 2023 2022 Numerator for basic and diluted earnings per share: Net income $ 2,769 $ 7,221 $ 14,716 $ 33,346 Deduct net income attributable to non-controlling interests (22) (17) (64) (52) Deduct earnings allocated to unvested restricted stock (a) (321) (320) (971) (1,134) Net income available for common stockholders: basic and diluted $ 2,426 $ 6,884 $ 13,681 $ 32,160 Denominator for basic earnings per share: Weighted average number of common shares outstanding 20,567 20,340 20,552 20,361 Effect of dilutive securities: RSUs 29 76 46 111 Denominator for diluted earnings per share: Weighted average number of shares 20,596 20,416 20,598 20,472 Earnings per common share, basic $ .12 $ .34 $ .67 $ 1.58 Earnings per common share, diluted $ .12 $ .34 $ .66 $ 1.57 (a) Represents an allocation of distributed earnings to unvested restricted stock that, as participating securities, are entitled to receive dividends. NOTE 10 – EARNINGS PER COMMON SHARE (CONTINUED) The following table identifies the number of shares of common stock underlying the RSUs that are included in the calculation, on a diluted basis, of the weighted average number of shares of common stock for such periods: Three and Nine Months Ended September 30, 2023: Total Number Shares Included Based on (a) of Underlying Return on Stockholder Shares Date of Award Shares Capital Metric Return Metric Total Excluded (b) July 1, 2023 85,250 23,839 — 23,839 61,411 July 1, 2022 85,350 35,344 — 35,344 50,006 August 3, 2021 80,700 39,811 — 39,811 40,889 Totals 251,300 98,994 — 98,994 152,306 Three and Nine Months Ended September 30, 2022: Total Number Shares Included Based on (a) of Underlying Return on Stockholder Shares Date of Award Shares Capital Metric Return Metric Total Excluded (b) July 1, 2022 85,350 20,210 — 20,210 65,140 August 3, 2021 80,700 40,350 — 40,350 40,350 August 3, 2020 75,026 37,513 37,513 75,026 — Totals 241,076 98,073 37,513 135,586 105,490 (a) Reflects the number of shares underlying RSUs that would be issued assuming the measurement date used to determine whether the applicable conditions are satisfied is September 30 of the applicable period. (b) Excluded as the applicable conditions had not been met for these shares at the applicable measurement dates. (c) The RSUs awarded in 2023, 2022 and 2021 vest, subject to satisfaction of the applicable market and/or performance conditions, as of June 30, 2026, 2025 and 2024, respectively (see Note 11). (d) With respect to the RSUs awarded August 3, 2020, 74,988 shares were deemed to have vested and the balance of 38 shares were forfeited in June 2023. The 74,988 vested shares were issued in August 2023 (see Note 11). |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 9 Months Ended |
Sep. 30, 2023 | |
STOCKHOLDERS' EQUITY | |
STOCKHOLDERS' EQUITY | NOTE 11 – STOCKHOLDERS’ EQUITY Stock Based Compensation The Company’s 2022, 2019 and 2016 Incentive Plans (collectively, the “Plans”), permit the Company to grant, among other things, stock options, restricted stock, RSUs, performance share awards and dividend equivalent rights and any one or more of the foregoing to its employees, officers, directors and consultants. A maximum of 750,000 shares of the Company’s common stock was authorized for issuance pursuant to each plan at such plan’s inception. The following details the shares subject to awards that are outstanding under the Plans as of September 30, 2023: 2022 2019 2016 Incentive Plan Incentive Plan (a) Incentive Plan (a) Restricted stock 149,335 426,675 136,650 RSUs 170,600 80,700 — Totals 319,935 507,375 136,650 (a) No additional awards may be granted under such plan . NOTE 11 – STOCKHOLDERS’ EQUITY (CONTINUED) 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 The following table reflects the activities involving RSUs during the indicated years: 2023 (a) 2022 2021 2020 RSUs granted (b) 85,250 85,350 80,700 75,026 RSUs vested — — — 74,988 (c) RSUs forfeited — — — 38 (d) RSUs outstanding 85,250 85,350 80,700 — Vesting Date (e) (f) 6/30/2026 6/30/2025 6/30/2024 6/30/2023 (a) These shares were granted in July 2023. (b) The shares underlying the RSUs are excluded from the shares shown as outstanding on the balance sheet until they have vested and been issued. (c) Such shares were issued in August 2023. (d) Such shares were forfeited due to the retirement of a plan participant prior to the end of the performance period. (e) Generally, the recipient must maintain a relationship with the Company during the applicable three-year performance cycle. (f) RSUs vest upon satisfaction of metrics related to average annual total stockholder return (“TSR Metric”) and average annual return on capital (“ROC Metric”; together with the TSR Metric, the “Metrics”) and are issued to the extent the Compensation Committee determines that the Metrics with respect to the vesting of such shares have been satisfied. The specific metrics and other material terms and conditions of the RSUs are as follows: Performance Criteria (a) Year RSU Granted Metric Weight Minimum Maximum 2020 (b) ROC Metric (c) 50% Average annual of at least 7.0% Average annual of at least 9.75% TSR Metric (d) 50% Average annual of at least 7.0% Average annual of at least 12.0% 2021 - 2023 (e) (f) ROC Metric (c) 50% Average annual of at least 6.0% Average annual of at least 8.75% TSR Metric (d) 50% Average annual of at least 6.0% Average annual of at least 11.0% (a) If the average annual ROC or TSR falls between the applicable minimum and maximum performance criteria, a pro-rata portion of such units, as applicable, vest. (b) Such RSUs are not entitled to voting or dividend rights. (c) The ROC Metrics meet the definition of a performance condition. Fair value is based on the market value on the date of grant. For ROC Awards, the Company does not recognize expense when performance conditions are not expected to be met; such performance assumptions are re-evaluated quarterly. (d) The TSR Metrics meet the definition of a market condition. A third-party appraiser prepares a Monte Carlo simulation pricing model to determine the fair value of such awards, which is recognized ratably over the three-year service period. For the 2023 TSR awards, the per unit or share fair value was estimated using the following assumptions: an expected life of three years , a dividend rate of 8.72% , a risk-free interest rate of 4.42% - 5.28% and an expected volatility of 28.69% - 30.05% . (e) Such RSUs are (i) not entitled to voting rights and (ii) upon vesting, the holders receive an amount equal to the dividends that would have been paid on the underlying shares had such shares been outstanding during the three-year performance cycle. (f) As of September 30, 2023 and December 31, 2022, the Company accrued an aggregate of $385,000 and $210,000 of dividend equivalents, respectively, for the 2023, 2022 and 2021 RSUs based on the number of shares that would have been issued, underlying such RSUs, using performance and market assumptions determined at such dates. NOTE 11 – STOCKHOLDERS’ EQUITY (CONTINUED) As of September 30, 2023, based on performance and market assumptions, the fair value of the RSUs granted in 2023, 2022 and 2021 is $979,000, $1,400,000 and $1,822,000, respectively. Recognition of such deferred compensation will be charged to General and administrative expense over the respective three-year performance cycles. The following is a summary of the activity of the Plans: Three Months Ended Nine Months Ended September 30, September 30, 2023 2022 2023 2022 Restricted stock grants: Number of shares — — 152,955 153,575 Average per share grant price $ — $ — $ 22.09 $ 33.75 Deferred compensation to be recognized over vesting period $ — $ — $ 3,379,000 $ 5,183,000 Number of non-vested shares: Non-vested beginning of the period 712,920 712,375 712,375 706,450 Grants — — 152,955 153,575 Vested during the period — — (152,300) (146,900) Forfeitures (260) — (370) (750) Non-vested end of the period 712,660 712,375 712,660 712,375 RSU grants: Number of underlying shares 85,250 85,350 85,250 85,350 Average per share grant price $ 20.32 $ 26.44 $ 20.32 $ 26.44 Deferred compensation to be recognized over vesting period $ 979,000 $ 1,352,000 $ 979,000 $ 1,352,000 Number of non-vested shares: Non-vested beginning of the period 166,050 155,726 241,076 230,752 Grants 85,250 85,350 85,250 85,350 Vested during the period — — (74,988) (64,488) Forfeitures — — (38) (10,538) Non-vested end of the period 251,300 241,076 251,300 241,076 Restricted stock and RSU grants (based on grant price): Weighted average per share value of non-vested shares $ 25.91 $ 26.26 $ 25.91 $ 26.26 Value of stock vested during the period $ — $ — $ 5,165,000 $ 5,535,000 Weighted average per share value of shares forfeited during the period $ 25.85 $ — $ 25.47 $ 29.12 Total charge to operations: Outstanding restricted stock grants $ 923,000 $ 951,000 $ 3,051,000 $ 3,106,000 Outstanding RSUs 288,000 355,000 1,052,000 1,084,000 Total charge to operations $ 1,211,000 $ 1,306,000 $ 4,103,000 $ 4,190,000 As of September 30, 2023, total compensation costs of $8,557,000 and $2,184,000 related to non-vested restricted stock awards and RSUs, respectively, have not yet been recognized. These compensation costs will be charged to General and administrative expense over the remaining respective vesting periods. The weighted average remaining vesting period is years for the RSUs. The Company recognizes the effect of forfeitures on restricted stock awards and RSUs when they occur, and previously recognized compensation expense is reversed in the period the grant or unit is forfeited. NOTE 11 – STOCKHOLDERS’ EQUITY (CONTINUED) Common Stock Dividend On September 20, 2023, the Board of Directors declared a quarterly cash dividend of $0.45 per share on the Company’s common stock, totaling approximately $9,505,000 , payable to stockholders of record at the close of business on October 3, 2023. The quarterly dividend was paid on October 11, 2023; Dividend Reinvestment Plan The Company’s Dividend Reinvestment Plan (the “DRP”), among other things, provides stockholders with the opportunity to reinvest all or a portion of their cash dividends paid on the Company’s common stock in additional shares of its common stock, at a discount, determined in the Company’s sole discretion, of up to 5% from the market price (as such price is calculated pursuant to the DRP). The discount is currently being offered at 3%. Under the DRP, the Company issued approximately 56,000 and 155,000 shares of common stock during the three and nine months ended September 30, 2023, respectively, and 40,000 and 51,000 shares of common stock during the three and nine months ended September 30, 2022, respectively. Stock Repurchase Program Pursuant to a stock repurchase plan entered into in 2022, as amended (the “2022 Repurchase Plan”), the Board of Directors authorized the repurchase of up to $7,720,000 of shares of the Company’s common stock in open-market, through privately negotiated transactions or otherwise. During the three and nine months ended September 30, 2023, the Company repurchased approximately , respectively. In October 2023, the Company repurchased, pursuant to the 2022 Repurchase Plan, approximately In October 2023, the Board of Directors approved a new share repurchase plan (the “2023 Repurchase Plan”) authorizing the repurchase of up to $10,000,000 of shares of the Company’s common stock in open-market, through privately negotiated transactions or otherwise. In October 2023, pursuant to the 2023 Repurchase Plan, the Company repurchased approximately 71,000 shares of common stock, for $1,345,000, net of commissions of $4,000 . After giving effect to such repurchases, the Company is authorized to repurchase approximately |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 9 Months Ended |
Sep. 30, 2023 | |
FAIR VALUE MEASUREMENTS | |
FAIR VALUE MEASUREMENTS | NOTE 12 – 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, escrow, deposits and other assets and receivables, 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. NOTE 12 – FAIR VALUE MEASUREMENTS (CONTINUED) The fair value and carrying amounts of the Company’s mortgages payable are as follows (dollars in thousands): September 30, December 31, 2023 2022 Fair value of mortgages payable (a) $ 381,284 $ 378,943 Carrying value of mortgages payable, gross $ 420,886 $ 409,175 Fair value less than the carrying value $ (39,602) $ (30,232) Blended market interest rate (a) 6.67 % 5.87 % Weighted average interest rate 4.18 % 4.10 % Weighted average remaining term to maturity (years) 6.0 6.5 (a) Estimated using unobservable inputs such as available market information and discounted cash flow analysis based on borrowing rates the Company believes it could obtain with similar terms and maturities. These fair value measurements fall within Level 3 of the fair value hierarchy. At September 30, 2023 and December 31, 2022, the carrying amount of the Company’s line of credit (before unamortized deferred financing costs) of $12,500,000 and $21,800,000, respectively, approximates its fair value. 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 As of September 30, 2023, the Company had in effect 16 interest rate derivatives, all of which were interest rate swaps, related to 16 outstanding mortgage loans with an aggregate $41,054,000 notional amount maturing between 2023 and 2026 (weighted average remaining term to maturity of 1.1 years). The Company’s objective in using interest rate swaps is to add stability to interest expense. These interest rate swaps, all of which were designated as cash flow hedges, converted SOFR based variable rate mortgages to fixed annual rate mortgages (with interest rates ranging from 2.97% to 4.60% and a weighted average interest rate of 3.97% at September 30, 2023). 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 fair value analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves and implied volatilities. Although the Company has determined the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the associated credit valuation adjustments 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, 2023, the Company has assessed and determined the impact of the credit valuation adjustments on the overall valuation of its derivative positions is not significant. As a result, the Company determined its derivative valuation is classified in Level 2 of the fair value hierarchy. The Company does not currently own any financial instruments that are measured on a recurring basis and that are classified as Level 1 or 3. The fair value of the Company’s derivative financial instruments was determined to be the following (amounts in thousands): Carrying and Balance Sheet As of Fair Value Classification Financial assets: September 30, 2023 $ 1,338 Other assets December 31, 2022 1,811 As of September 30, 2023 and December 31, 2022, there were no derivatives in a liability position. NOTE 12 – FAIR VALUE MEASUREMENTS (CONTINUED) 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 September 30, September 30, 2023 2022 2023 2022 Amount of gain recognized on derivatives in other comprehensive income $ 133 $ 931 $ 500 $ 2,886 Amount of reclassification from Accumulated other comprehensive income into Interest expense 340 — 975 (485) During the twelve months ending September 30, 2024, the Company estimates an additional $1,005,000 will be reclassified from Accumulated other comprehensive income as a decrease to Interest expense. The derivative agreements in effect at September 30, 2023 provide that if the wholly-owned subsidiary of the Company which is a party to such 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, the Company could be held liable for such swap breakage losses. |
OTHER INCOME
OTHER INCOME | 9 Months Ended |
Sep. 30, 2023 | |
OTHER INCOME | |
OTHER INCOME | NOTE 13 – OTHER INCOME Settlement of Litigation During the nine months ended September 30, 2022, the Company received $5,388,000 in connection with the settlement of a lawsuit which was recognized as Income on settlement of litigation on the consolidated statement of income. Insurance Recovery on Hurricane Casualty During the nine months ended September 30, 2022, the Company recognized a gain on insurance recovery of $918,000, which is included in Other income on the consolidated statement of income, related to hurricane damage to one of its properties in 2020. No such gain was recognized during the three and nine months ended September 30, 2023. |
NEW ACCOUNTING PRONOUNCEMENTS
NEW ACCOUNTING PRONOUNCEMENTS | 9 Months Ended |
Sep. 30, 2023 | |
NEW ACCOUNTING PRONOUNCEMENTS | |
NEW ACCOUNTING PRONOUNCEMENTS | NOTE 14 – NEW ACCOUNTING PRONOUNCEMENT In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848) Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2023 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 15 – SUBSEQUENT EVENTS Subsequent events have been evaluated and except as disclosed herein, there were no other events relative to the consolidated financial statements that require additional disclosure. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
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, 2023 and 2022 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, 2022. 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. |
Purchase Accounting for Acquisition of Real Estate | Purchase Accounting for Acquisition of Real Estate In acquiring real estate, the Company evaluates whether substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets, and if that requirement is met, the asset group is accounted for as an asset acquisition and not a business combination. Transaction costs incurred with such asset acquisitions are capitalized to real estate assets and depreciated over the respectful useful lives. The Company allocates the purchase price of real estate, including direct transaction costs applicable to an asset acquisition, among land, building, improvements and intangibles ( e.g., The Company assesses the fair value of the gross assets acquired based on available market information which utilizes estimated cash flow projections; such inputs are categorized as Level 3 inputs in the fair value hierarchy. In determining fair value, factors considered by management include an evaluation of current market demand, market capitalization rates and discount rates, estimates of carrying costs ( e.g. |
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. The agreements typically contain certain protective rights, such as the requirement of partner approval to sell, finance or refinance the property and to pay capital expenditures and operating expenditures outside of the approved budget or operating plan. In situations where, among other things, the Company and its partners jointly (i) approve the annual budget, (ii) approve certain expenditures, (iii) prepare or review and approve the joint venture’s tax return before filing, or (iv) approve each lease at a property, the Company does not consolidate as the Company considers these to be substantive participation rights that result in shared, joint power over the activities that most significantly impact the performance of the joint venture or property. Additionally, the Company assesses the accounting treatment for any interests pursuant to which the Company may have a variable interest as a lessor. Leases may contain certain protective rights, such as the right of sale and the receipt of certain escrow deposits. The Company accounts for its investments in unconsolidated joint ventures under the equity method of accounting. All investments in unconsolidated joint ventures have sufficient equity at risk to permit the entity to finance its activities without additional subordinated financial support and, as a group, the holders of the equity at risk have power through voting rights to direct the activities of these 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 reviews on a quarterly basis its investments in unconsolidated joint ventures for other-than-temporary losses in investment value. Any decline that is not expected to be recovered based on the underlying assets of the investment is considered other than temporary and an impairment charge is recorded as a reduction in the carrying value of the investment. During the three and nine months ended September 30, 2023 and 2022, there were no such other-than-temporary impairment charges 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 a return of its investment. Cash received from the unconsolidated entity is presumed to be a return on the investment to the extent that, on a cumulative basis, distributions received by the investor are less than its share of the equity in the undistributed earnings of the entity. |
LEASES (Tables)
LEASES (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
LEASES | |
Schedule of components of lease revenues | The components of lease revenues are as follows (amounts in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2023 2022 2023 2022 Fixed lease revenues $ 18,872 $ 18,339 $ 57,159 $ 55,085 Variable lease revenues 3,431 2,914 10,048 8,774 Lease revenues (a) $ 22,303 $ 21,253 $ 67,207 $ 63,859 (a) Excludes $243 and $698 of amortization related to lease intangible assets and liabilities for the three and nine months ended September 30, 2023, respectively, and $220 and $617 for the three and nine months ended September 30, 2022, respectively. |
Schedule of minimum future contractual rents to be received | As of September 30, 2023, the minimum future contractual rents to be received on non-cancellable operating leases are included in the table below (amounts in thousands). The minimum future contractual rents do not include (i) straight-line rent or amortization of lease intangibles or incentives and (ii) variable lease payments as described above. From October 1 – December 31, 2023 $ 18,195 For the year ending December 31, 2024 69,767 2025 65,185 2026 61,088 2027 52,581 2028 41,900 Thereafter 133,228 Total $ 441,944 |
Schedule of minimum future lease payments | As of September 30, 2023, the minimum future lease payments related to these operating leases are as follows (amounts in thousands): From October 1 – December 31, 2023 $ 127 For the year ending December 31, 2024 557 2025 626 2026 627 2027 629 2028 630 Thereafter 1,229 Total undiscounted cash flows $ 4,425 Present value discount (1,039) Lease liability $ 3,386 |
REAL ESTATE INVESTMENT (Tables)
REAL ESTATE INVESTMENT (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
REAL ESTATE ACQUISITION | |
Schedule of the Company's real estate acquisitions | Contract Capitalized Date Purchase Terms of Transaction Description of Industrial Property Acquired Price Payment Costs Multi-tenant Blythewood, South Carolina July 13, 2023 $ 13,400 Cash and $4,280 mortgage (a) $ 109 TOTAL - Nine months ended September 30, 2023 $ 13,400 $ 109 Conditioned Air Company of Naples LLC Fort Myers, Florida January 5, 2022 $ 8,100 All cash (b) $ 66 Q.E.P. Co., Inc. Dalton, Georgia May 12, 2022 17,000 All cash (b) 330 Multi-tenant Hillside, Illinois May 16, 2022 5,770 All cash 112 Curaleaf, Inc. Lexington, Kentucky June 17, 2022 8,430 Cash and $5,480 mortgage (c) 80 Multi-tenant Northwood, Ohio November 15, 2022 8,629 Cash and $6,034 mortgage (d) 87 Multi-tenant Northwood, Ohio November 15, 2022 8,561 Cash and $6,034 mortgage (d) 86 TOTAL - Year ended December 31, 2022 $ 56,490 $ 761 (a) Simultaneously with the acquisition of this property, the Company assumed a $4,280 mortgage, bearing an interest rate of 4.60% and maturing in 2029. (b) Subsequent to the acquisitions of the Fort Myers, Florida and Dalton, Georgia properties, the Company obtained new mortgage debt of $4,860 and $10,000 , bearing interest rates of 3.09% and 3.50% and maturing in 2031 and 2032, respectively. (c) Simultaneously with the acquisition of this property, the Company obtained new mortgage debt of $5,480 , bearing an interest rate of 3.85% and maturing in 2047. (d) Simultaneously with the acquisition of these properties, the Company assumed a $6,034 mortgage encumbering both properties, bearing an interest rate of 3.57% and maturing in 2030. |
Schedule of allocation of the purchase price for the company's acquisitions of real estate | The following table details the allocation of the purchase price of the real estate acquired during the nine months ended September 30, 2023 (amounts in thousands): Building & Intangible Lease Mortgage Description of Property Land Improvements Asset Liability Intangible Total Multi-tenant Blythewood, South Carolina $ 311 $ 12,304 $ 871 $ (237) $ 260 $ 13,509 TOTAL - Nine months ended September 30, 2023 $ 311 $ 12,304 $ 871 $ (237) $ 260 $ 13,509 |
SALES OF PROPERTIES (Tables)
SALES OF PROPERTIES (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
SALES OF PROPERTIES | |
Schedule of sales of real estate | The following table details the Company’s sales of real estate during the nine months ended September 30, 2023 and 2022 (amounts in thousands): Gross Gain on Sale of Description of Property Date Sold Sales Price Real Estate, Net TGI Fridays restaurant Hauppauge, New York February 28, 2023 $ 4,200 $ 1,534 Havertys retail property Duluth, Georgia May 31, 2023 6,000 3,180 TGI Fridays restaurant Greensboro, North Carolina September 20, 2023 3,250 332 TOTAL - Nine months ended September 30, 2023 $ 13,450 $ 5,046 (a) Wendy's restaurants - 4 properties Various cities, Pennsylvania March 22, 2022 $ 10,000 $ 4,649 Orlando Baking industrial property Columbus, Ohio May 2, 2022 8,500 6,925 Havertys retail property Fayetteville, Georgia (b) June 17, 2022 4,800 1,125 Vacant retail property Columbus, Ohio August 8, 2022 8,300 4,063 TOTAL - Nine months ended September 30, 2022 $ 31,600 $ 16,762 (c) (a) As a result of these sales, the Company wrote-off, as a reduction to Gain on sale of real estate, net, an aggregate of $190 of other assets and receivables and $123 of unbilled rent receivable. (b) In connection with this sale, the Company paid off the $1,563 mortgage. (c) As a result of these sales, the Company wrote-off, as a reduction to Gain on sale of real estate, net, an aggregate of $519 of unbilled rent receivable and $4 of net unamortized intangible lease liabilities and assets. |
VARIABLE INTEREST ENTITIES, C_2
VARIABLE INTEREST ENTITIES, CONTINGENT LIABILITY AND CONSOLIDATED JOINT VENTURES (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Consolidated Joint Venture-VIEs | |
Variable Interest Entities | |
Schedule of the consolidated VIE's carrying amounts and classification in the Company's balance sheet | 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, 2023 2022 Land $ 10,365 $ 10,365 Buildings and improvements, net of accumulated depreciation of $6,235 and $5,670, respectively 17,929 17,870 Cash 829 1,163 Unbilled rent receivable 1,059 1,111 Unamortized intangible lease assets, net 419 472 Escrow, deposits and other assets and receivables 856 772 Mortgages payable, net of unamortized deferred financing costs of $120 and $152, respectively 17,960 18,500 Accrued expenses and other liabilities 650 711 Unamortized intangible lease liabilities, net 392 424 Accumulated other comprehensive income 9 22 Non-controlling interests in consolidated joint ventures 1,010 972 |
DEBT OBLIGATIONS (Tables)
DEBT OBLIGATIONS (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
DEBT OBLIGATIONS | |
Schedule of mortgages payable, net | The following table details the Mortgages payable, net, balances per the consolidated balance sheets (amounts in thousands): September 30, December 31, 2023 2022 Mortgages payable, gross $ 420,886 $ 409,175 Unamortized deferred financing costs (3,321) (3,355) Unamortized mortgage intangible assets (a) (838) (658) Mortgages payable, net $ 416,727 $ 405,162 (a) In connection with the assumption of below-market mortgages upon the acquisition of the Northwood, Ohio and Blythewood, South Carolina properties (see Note 4). |
Schedule of principal repayments | The following table sets forth, as of September 30, 2023, scheduled principal repayments with respect to the Company’s mortgage debt during the three months ending December 31, 2023 and for each of the subsequent twelve months through maturity (amounts in thousands): 2023 2024 2025 2026 2027 Thereafter Total Amortization payments $ 3,150 $ 11,732 $ 10,449 $ 10,348 $ 9,241 $ 41,844 $ 86,764 Principal due at maturity 6,238 50,695 32,063 19,179 38,524 187,423 334,122 Total $ 9,388 $ 62,427 $ 42,512 $ 29,527 $ 47,765 $ 229,267 $ 420,886 |
Schedule of line of credit, net | The following table details the Line of credit, net, balances per the consolidated balance sheets (amounts in thousands): September 30, December 31, 2023 2022 Line of credit, gross $ 12,500 $ 21,800 Unamortized deferred financing costs (594) (732) Line of credit, net $ 11,906 $ 21,068 |
EARNINGS PER COMMON SHARE (Tabl
EARNINGS PER COMMON SHARE (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
EARNINGS PER COMMON SHARE | |
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 September 30, September 30, 2023 2022 2023 2022 Numerator for basic and diluted earnings per share: Net income $ 2,769 $ 7,221 $ 14,716 $ 33,346 Deduct net income attributable to non-controlling interests (22) (17) (64) (52) Deduct earnings allocated to unvested restricted stock (a) (321) (320) (971) (1,134) Net income available for common stockholders: basic and diluted $ 2,426 $ 6,884 $ 13,681 $ 32,160 Denominator for basic earnings per share: Weighted average number of common shares outstanding 20,567 20,340 20,552 20,361 Effect of dilutive securities: RSUs 29 76 46 111 Denominator for diluted earnings per share: Weighted average number of shares 20,596 20,416 20,598 20,472 Earnings per common share, basic $ .12 $ .34 $ .67 $ 1.58 Earnings per common share, diluted $ .12 $ .34 $ .66 $ 1.57 (a) Represents an allocation of distributed earnings to unvested restricted stock that, as participating securities, are entitled to receive dividends. |
Schedule of impact to the diluted weighted average number of shares of common stock related to the RSUs | The following table identifies the number of shares of common stock underlying the RSUs that are included in the calculation, on a diluted basis, of the weighted average number of shares of common stock for such periods: Three and Nine Months Ended September 30, 2023: Total Number Shares Included Based on (a) of Underlying Return on Stockholder Shares Date of Award Shares Capital Metric Return Metric Total Excluded (b) July 1, 2023 85,250 23,839 — 23,839 61,411 July 1, 2022 85,350 35,344 — 35,344 50,006 August 3, 2021 80,700 39,811 — 39,811 40,889 Totals 251,300 98,994 — 98,994 152,306 Three and Nine Months Ended September 30, 2022: Total Number Shares Included Based on (a) of Underlying Return on Stockholder Shares Date of Award Shares Capital Metric Return Metric Total Excluded (b) July 1, 2022 85,350 20,210 — 20,210 65,140 August 3, 2021 80,700 40,350 — 40,350 40,350 August 3, 2020 75,026 37,513 37,513 75,026 — Totals 241,076 98,073 37,513 135,586 105,490 (a) Reflects the number of shares underlying RSUs that would be issued assuming the measurement date used to determine whether the applicable conditions are satisfied is September 30 of the applicable period. (b) Excluded as the applicable conditions had not been met for these shares at the applicable measurement dates. (c) The RSUs awarded in 2023, 2022 and 2021 vest, subject to satisfaction of the applicable market and/or performance conditions, as of June 30, 2026, 2025 and 2024, respectively (see Note 11). (d) With respect to the RSUs awarded August 3, 2020, 74,988 shares were deemed to have vested and the balance of 38 shares were forfeited in June 2023. The 74,988 vested shares were issued in August 2023 (see Note 11). |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
STOCKHOLDERS' EQUITY | |
Summary of shares subject to outstanding awards | The following details the shares subject to awards that are outstanding under the Plans as of September 30, 2023: 2022 2019 2016 Incentive Plan Incentive Plan (a) Incentive Plan (a) Restricted stock 149,335 426,675 136,650 RSUs 170,600 80,700 — Totals 319,935 507,375 136,650 (a) No additional awards may be granted under such plan . |
Summary of RSU activity and other material terms and conditions | The following table reflects the activities involving RSUs during the indicated years: 2023 (a) 2022 2021 2020 RSUs granted (b) 85,250 85,350 80,700 75,026 RSUs vested — — — 74,988 (c) RSUs forfeited — — — 38 (d) RSUs outstanding 85,250 85,350 80,700 — Vesting Date (e) (f) 6/30/2026 6/30/2025 6/30/2024 6/30/2023 (a) These shares were granted in July 2023. (b) The shares underlying the RSUs are excluded from the shares shown as outstanding on the balance sheet until they have vested and been issued. (c) Such shares were issued in August 2023. (d) Such shares were forfeited due to the retirement of a plan participant prior to the end of the performance period. (e) Generally, the recipient must maintain a relationship with the Company during the applicable three-year performance cycle. (f) RSUs vest upon satisfaction of metrics related to average annual total stockholder return (“TSR Metric”) and average annual return on capital (“ROC Metric”; together with the TSR Metric, the “Metrics”) and are issued to the extent the Compensation Committee determines that the Metrics with respect to the vesting of such shares have been satisfied. The specific metrics and other material terms and conditions of the RSUs are as follows: Performance Criteria (a) Year RSU Granted Metric Weight Minimum Maximum 2020 (b) ROC Metric (c) 50% Average annual of at least 7.0% Average annual of at least 9.75% TSR Metric (d) 50% Average annual of at least 7.0% Average annual of at least 12.0% 2021 - 2023 (e) (f) ROC Metric (c) 50% Average annual of at least 6.0% Average annual of at least 8.75% TSR Metric (d) 50% Average annual of at least 6.0% Average annual of at least 11.0% (a) If the average annual ROC or TSR falls between the applicable minimum and maximum performance criteria, a pro-rata portion of such units, as applicable, vest. (b) Such RSUs are not entitled to voting or dividend rights. (c) The ROC Metrics meet the definition of a performance condition. Fair value is based on the market value on the date of grant. For ROC Awards, the Company does not recognize expense when performance conditions are not expected to be met; such performance assumptions are re-evaluated quarterly. (d) The TSR Metrics meet the definition of a market condition. A third-party appraiser prepares a Monte Carlo simulation pricing model to determine the fair value of such awards, which is recognized ratably over the three-year service period. For the 2023 TSR awards, the per unit or share fair value was estimated using the following assumptions: an expected life of three years , a dividend rate of 8.72% , a risk-free interest rate of 4.42% - 5.28% and an expected volatility of 28.69% - 30.05% . (e) Such RSUs are (i) not entitled to voting rights and (ii) upon vesting, the holders receive an amount equal to the dividends that would have been paid on the underlying shares had such shares been outstanding during the three-year performance cycle. (f) As of September 30, 2023 and December 31, 2022, the Company accrued an aggregate of $385,000 and $210,000 of dividend equivalents, respectively, for the 2023, 2022 and 2021 RSUs based on the number of shares that would have been issued, underlying such RSUs, using performance and market assumptions determined at such dates. |
Schedule of equity incentive plans | Three Months Ended Nine Months Ended September 30, September 30, 2023 2022 2023 2022 Restricted stock grants: Number of shares — — 152,955 153,575 Average per share grant price $ — $ — $ 22.09 $ 33.75 Deferred compensation to be recognized over vesting period $ — $ — $ 3,379,000 $ 5,183,000 Number of non-vested shares: Non-vested beginning of the period 712,920 712,375 712,375 706,450 Grants — — 152,955 153,575 Vested during the period — — (152,300) (146,900) Forfeitures (260) — (370) (750) Non-vested end of the period 712,660 712,375 712,660 712,375 RSU grants: Number of underlying shares 85,250 85,350 85,250 85,350 Average per share grant price $ 20.32 $ 26.44 $ 20.32 $ 26.44 Deferred compensation to be recognized over vesting period $ 979,000 $ 1,352,000 $ 979,000 $ 1,352,000 Number of non-vested shares: Non-vested beginning of the period 166,050 155,726 241,076 230,752 Grants 85,250 85,350 85,250 85,350 Vested during the period — — (74,988) (64,488) Forfeitures — — (38) (10,538) Non-vested end of the period 251,300 241,076 251,300 241,076 Restricted stock and RSU grants (based on grant price): Weighted average per share value of non-vested shares $ 25.91 $ 26.26 $ 25.91 $ 26.26 Value of stock vested during the period $ — $ — $ 5,165,000 $ 5,535,000 Weighted average per share value of shares forfeited during the period $ 25.85 $ — $ 25.47 $ 29.12 Total charge to operations: Outstanding restricted stock grants $ 923,000 $ 951,000 $ 3,051,000 $ 3,106,000 Outstanding RSUs 288,000 355,000 1,052,000 1,084,000 Total charge to operations $ 1,211,000 $ 1,306,000 $ 4,103,000 $ 4,190,000 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
FAIR VALUE MEASUREMENTS | |
Schedule of fair value and carrying amounts of the Company's mortgages payable | The fair value and carrying amounts of the Company’s mortgages payable are as follows (dollars in thousands): September 30, December 31, 2023 2022 Fair value of mortgages payable (a) $ 381,284 $ 378,943 Carrying value of mortgages payable, gross $ 420,886 $ 409,175 Fair value less than the carrying value $ (39,602) $ (30,232) Blended market interest rate (a) 6.67 % 5.87 % Weighted average interest rate 4.18 % 4.10 % Weighted average remaining term to maturity (years) 6.0 6.5 (a) Estimated using unobservable inputs such as available market information and discounted cash flow analysis based on borrowing rates the Company believes it could obtain with similar terms and maturities. These fair value measurements fall within Level 3 of the fair value hierarchy. |
Schedule of derivative financial instruments measured at fair value | The fair value of the Company’s derivative financial instruments was determined to be the following (amounts in thousands): Carrying and Balance Sheet As of Fair Value Classification Financial assets: September 30, 2023 $ 1,338 Other assets December 31, 2022 1,811 |
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 September 30, September 30, 2023 2022 2023 2022 Amount of gain recognized on derivatives in other comprehensive income $ 133 $ 931 $ 500 $ 2,886 Amount of reclassification from Accumulated other comprehensive income into Interest expense 340 — 975 (485) |
ORGANIZATION AND BACKGROUND (De
ORGANIZATION AND BACKGROUND (Details) | Sep. 30, 2023 property state |
Organization and Background | |
Number of real estate properties | 118 |
Number of states in which properties are located | state | 31 |
Properties owned by consolidated joint ventures | |
Organization and Background | |
Number of real estate properties | 3 |
Properties owned by unconsolidated joint ventures | |
Organization and Background | |
Number of real estate properties | 3 |
SUMMARY ACCOUNTING POLICIES (De
SUMMARY ACCOUNTING POLICIES (Details) | Sep. 30, 2023 USD ($) item |
Investment in Joint Ventures and Variable Interest Entities | |
Number of Unconsolidated Joint Venture VIEs | item | 0 |
Recourse debt of joint ventures | $ | $ 0 |
LEASES - As Lessor (Details)
LEASES - As Lessor (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Lessor Accounting | ||||
Operating Lease, option to extend | true | |||
Operating Lease, option to terminate | true | |||
Practical expedient, single lease component | false | false | ||
Components of lease revenues | ||||
Fixed lease revenues | $ 18,872,000 | $ 18,339,000 | $ 57,159,000 | $ 55,085,000 |
Variable lease revenues | 3,431,000 | 2,914,000 | 10,048,000 | 8,774,000 |
Lease revenues | 22,303,000 | 21,253,000 | 67,207,000 | 63,859,000 |
Amortization of intangibles relating to leases, net | $ 243,000 | $ 220,000 | 698,000 | $ 617,000 |
Write-off of unbilled rent receivable | $ 133,000 |
LEASES - As Lessor - Minimum Fu
LEASES - As Lessor - Minimum Future Rents (Details) $ in Thousands | Sep. 30, 2023 USD ($) |
Minimum future contractual base rents to be received | |
From October 1 - December 31, 2023 | $ 18,195 |
For the year ending December 31, 2024 | 69,767 |
For the year ending December 31, 2025 | 65,185 |
For the year ending December 31, 2026 | 61,088 |
For the year ending December 31, 2027 | 52,581 |
For the year ending December 31, 2028 | 41,900 |
Thereafter | 133,228 |
Total | $ 441,944 |
LEASES - As Lessee - Ground Lea
LEASES - As Lessee - Ground Lease and Office Lease (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 USD ($) item | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) item | Sep. 30, 2022 USD ($) | |
Real Estate in Greensboro, NC | ||||
Lessee Accounting | ||||
Operating lease, renewal term | 5 years | 5 years | ||
Operating lease, option to extend | true | |||
Operating lease, remaining lease term | 6 years 4 months 24 days | 6 years 4 months 24 days | ||
Real Estate in Greensboro, NC | Real estate expenses | ||||
Lessee Accounting | ||||
Operating lease expense | $ | $ 122,000 | $ 150,000 | $ 422,000 | $ 449,000 |
Real Estate in Greensboro, NC | Five-Year Lease | ||||
Lessee Accounting | ||||
Operating lease, renewal term | 5 years | 5 years | ||
Real Estate in Greensboro, NC | Five-Year Lease | Maximum | ||||
Lessee Accounting | ||||
Operating lease, number of renewal options | item | 4 | 4 | ||
Real Estate in Greensboro, NC | Seven-Month Lease | ||||
Lessee Accounting | ||||
Operating lease, number of renewal options | item | 1 | 1 | ||
Operating lease, renewal term | 7 months | 7 months | ||
Corporate office lease in Great Neck, NY | ||||
Lessee Accounting | ||||
Operating lease, option to extend | true | |||
Operating lease, remaining lease term | 13 years 3 months 18 days | 13 years 3 months 18 days | ||
Corporate office lease in Great Neck, NY | General and administrative expense | ||||
Lessee Accounting | ||||
Operating lease expense | $ | $ 14,000 | $ 14,000 | $ 42,000 | $ 42,000 |
Corporate office lease in Great Neck, NY | Five-Year Lease | ||||
Lessee Accounting | ||||
Operating lease, renewal term | 5 years | 5 years |
LEASES - As Lessee - Minimum Fu
LEASES - As Lessee - Minimum Future Lease Payments (Details) $ in Thousands | Sep. 30, 2023 USD ($) |
Minimum future lease payments | |
From October 1 - December 31, 2023 | $ 127 |
For the year ending December 31, 2024 | 557 |
For the year ending December 31, 2025 | 626 |
For the year ending December 31, 2026 | 627 |
For the year ending December 31, 2027 | 629 |
For the year ending December 31, 2028 | 630 |
Thereafter | 1,229 |
Total undiscounted cash flows | 4,425 |
Present value discount | (1,039) |
Lease liability | $ 3,386 |
REAL ESTATE INVESTMENTS - Acqui
REAL ESTATE INVESTMENTS - Acquisitions (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||||||
Jul. 13, 2023 | Nov. 15, 2022 | Jun. 17, 2022 | May 16, 2022 | May 12, 2022 | Jan. 05, 2022 | Sep. 30, 2023 | Dec. 31, 2022 | |
Real Estate Acquisitions in 2023 | ||||||||
REAL ESTATE INVESTMENTS | ||||||||
Contract Purchase Price | $ 13,400 | |||||||
Capitalized Transaction Costs | $ 109 | |||||||
Real Estate Acquisitions in 2023 | Multi-Tenant Industrial Property, Blythewood, South Carolina | ||||||||
REAL ESTATE INVESTMENTS | ||||||||
Contract Purchase Price | $ 13,400 | |||||||
Capitalized Transaction Costs | 109 | |||||||
New mortgage debt | $ 4,280 | |||||||
Interest rate (as a percent) | 4.60% | |||||||
Real Estate Acquisitions in 2022 | ||||||||
REAL ESTATE INVESTMENTS | ||||||||
Contract Purchase Price | $ 56,490 | |||||||
Capitalized Transaction Costs | $ 761 | |||||||
Real Estate Acquisitions in 2022 | Conditioned Air Company of Naples LLC, Fort Myers, Florida | ||||||||
REAL ESTATE INVESTMENTS | ||||||||
Contract Purchase Price | $ 8,100 | |||||||
Capitalized Transaction Costs | 66 | |||||||
New mortgage debt | $ 4,860 | |||||||
Interest rate (as a percent) | 3.09% | |||||||
Real Estate Acquisitions in 2022 | Q.E.P. Co., Inc., Dalton Georgia | ||||||||
REAL ESTATE INVESTMENTS | ||||||||
Contract Purchase Price | $ 17,000 | |||||||
Capitalized Transaction Costs | 330 | |||||||
New mortgage debt | $ 10,000 | |||||||
Interest rate (as a percent) | 3.50% | |||||||
Real Estate Acquisitions in 2022 | Multi-tenant, Hillside, Illinois | ||||||||
REAL ESTATE INVESTMENTS | ||||||||
Contract Purchase Price | $ 5,770 | |||||||
Capitalized Transaction Costs | $ 112 | |||||||
Real Estate Acquisitions in 2022 | Curaleaf, Inc., Lexington, Kentucky | ||||||||
REAL ESTATE INVESTMENTS | ||||||||
Contract Purchase Price | $ 8,430 | |||||||
Capitalized Transaction Costs | 80 | |||||||
New mortgage debt | $ 5,480 | |||||||
Interest rate (as a percent) | 3.85% | |||||||
Real Estate Acquisitions in 2022 | Two Multi Tenant Facilities In Northwood, Ohio | ||||||||
REAL ESTATE INVESTMENTS | ||||||||
New mortgage debt | $ 6,034 | |||||||
Interest rate (as a percent) | 3.57% | |||||||
Real Estate Acquisitions in 2022 | Multi-tenant, Northwood, Ohio - 1 | ||||||||
REAL ESTATE INVESTMENTS | ||||||||
Contract Purchase Price | $ 8,629 | |||||||
Capitalized Transaction Costs | 87 | |||||||
New mortgage debt | 6,034 | |||||||
Real Estate Acquisitions in 2022 | Multi-tenant, Northwood, Ohio - 2 | ||||||||
REAL ESTATE INVESTMENTS | ||||||||
Contract Purchase Price | 8,561 | |||||||
Capitalized Transaction Costs | 86 | |||||||
New mortgage debt | $ 6,034 |
REAL ESTATE ACQUISITION - Purch
REAL ESTATE ACQUISITION - Purchase price allocation (Details) - Real Estate Acquisitions in 2023 $ in Thousands | Sep. 30, 2023 USD ($) |
REAL ESTATE ACQUISITION | |
Intangible Lease Asset | $ 871 |
Intangible Lease Liability | (237) |
Mortgage Intangible | 260 |
Total | 13,509 |
Land | |
REAL ESTATE ACQUISITION | |
Acquired property | 311 |
Building & Improvements | |
REAL ESTATE ACQUISITION | |
Acquired property | 12,304 |
Multi-Tenant Industrial Property, Blythewood, South Carolina | |
REAL ESTATE ACQUISITION | |
Intangible Lease Asset | 871 |
Intangible Lease Liability | (237) |
Mortgage Intangible | 260 |
Total | 13,509 |
Multi-Tenant Industrial Property, Blythewood, South Carolina | Land | |
REAL ESTATE ACQUISITION | |
Acquired property | 311 |
Multi-Tenant Industrial Property, Blythewood, South Carolina | Building & Improvements | |
REAL ESTATE ACQUISITION | |
Acquired property | $ 12,304 |
SALES OF PROPERTIES (Details)
SALES OF PROPERTIES (Details) | 3 Months Ended | 9 Months Ended | |||||||||||
Sep. 20, 2023 USD ($) | May 31, 2023 USD ($) | Feb. 28, 2023 USD ($) | Aug. 08, 2022 USD ($) | Jun. 17, 2022 USD ($) | May 02, 2022 USD ($) | Mar. 22, 2022 USD ($) | Dec. 31, 2023 USD ($) | Oct. 31, 2023 USD ($) property | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | |
SALES OF PROPERTIES | |||||||||||||
Gain on sale of real estate, net | $ 332,000 | $ 4,063,000 | $ 5,046,000 | $ 16,762,000 | |||||||||
Properties disposed of by sale | |||||||||||||
SALES OF PROPERTIES | |||||||||||||
Gross Sales Price | 31,600,000 | 13,450,000 | |||||||||||
Gain on sale of real estate, net | 16,762,000 | 5,046,000 | |||||||||||
Reduction to Gain on sale of real estate, net, attributable to the write-off of other assets and receivables | 190,000 | ||||||||||||
Reduction to Gain on sale of real estate, net, attributable to the write-off of unbilled rent receivable. | $ 123,000 | 519,000 | |||||||||||
Reduction to Gain on sale of real estate, net, attributable to the write-off of net unamortized lease liabilities and assets | $ 4,000 | $ 4,000 | |||||||||||
Properties disposed of by sale | TGI Fridays Restaurant, Hauppauge, New York | |||||||||||||
SALES OF PROPERTIES | |||||||||||||
Gross Sales Price | $ 4,200,000 | ||||||||||||
Gain on sale of real estate, net | $ 1,534,000 | ||||||||||||
Properties disposed of by sale | Haverty's retail property, Duluth, Georgia | |||||||||||||
SALES OF PROPERTIES | |||||||||||||
Gross Sales Price | $ 6,000,000 | ||||||||||||
Gain on sale of real estate, net | $ 3,180,000 | ||||||||||||
Properties disposed of by sale | TGI Fridays Restaurant, Greensboro, North Carolina | |||||||||||||
SALES OF PROPERTIES | |||||||||||||
Gross Sales Price | $ 3,250,000 | ||||||||||||
Gain on sale of real estate, net | $ 332,000 | ||||||||||||
Properties disposed of by sale | Wendy's restaurants - 4 properties, Various cities, Pennsylvania | |||||||||||||
SALES OF PROPERTIES | |||||||||||||
Gross Sales Price | $ 10,000,000 | ||||||||||||
Gain on sale of real estate, net | $ 4,649,000 | ||||||||||||
Properties disposed of by sale | Orlando Baking industrial property, Columbus, Ohio | |||||||||||||
SALES OF PROPERTIES | |||||||||||||
Gross Sales Price | $ 8,500,000 | ||||||||||||
Gain on sale of real estate, net | $ 6,925,000 | ||||||||||||
Properties disposed of by sale | Haverty's retail property, Fayetteville, Georgia | |||||||||||||
SALES OF PROPERTIES | |||||||||||||
Gross Sales Price | $ 4,800,000 | ||||||||||||
Gain on sale of real estate, net | 1,125,000 | ||||||||||||
Mortgage prepaid on sale of real estate | $ 1,563,000 | ||||||||||||
Properties disposed of by sale | Vacant Retail Property, Columbus, Ohio | |||||||||||||
SALES OF PROPERTIES | |||||||||||||
Gross Sales Price | $ 8,300,000 | ||||||||||||
Gain on sale of real estate, net | $ 4,063,000 | ||||||||||||
Properties held-for-sale | |||||||||||||
SALES OF PROPERTIES | |||||||||||||
Contracted sale price of property | $ 13,800,000 | ||||||||||||
Properties held-for-sale | Restaurant property | |||||||||||||
SALES OF PROPERTIES | |||||||||||||
Number of properties under contract for sale | property | 1 | ||||||||||||
Properties held-for-sale | Retail properties | |||||||||||||
SALES OF PROPERTIES | |||||||||||||
Number of properties under contract for sale | property | 2 | ||||||||||||
Properties held-for-sale | Retail properties | Minimum | Forecast | |||||||||||||
SALES OF PROPERTIES | |||||||||||||
Gain on sale of real estate, net | $ 6,000,000 | ||||||||||||
Properties held-for-sale | Retail properties | Maximum | Forecast | |||||||||||||
SALES OF PROPERTIES | |||||||||||||
Gain on sale of real estate, net | $ 7,000,000 |
VARIABLE INTEREST ENTITIES, C_3
VARIABLE INTEREST ENTITIES, CONTINGENT LIABILITY AND CONSOLIDATED JOINT VENTURES - Ground Leases (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | 36 Months Ended | ||||
Jan. 31, 2023 | Nov. 30, 2020 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2016 | Sep. 30, 2023 | |
Variable Interest Entities - Ground Lease | |||||||||
Revenue | $ 22,546,000 | $ 21,473,000 | $ 67,905,000 | $ 64,501,000 | |||||
Variable Interest Entity, Not Primary Beneficiary | The Vue | |||||||||
Variable Interest Entities - Ground Lease | |||||||||
Maximum exposure to loss | 17,012,000 | 17,012,000 | $ 17,012,000 | ||||||
Owner/ Operator Mortgage from Third Party | $ 67,444,000 | ||||||||
Current Balance of Owner or Operator Mortgage Debt Obtained From Third Party | $ 63,887,000 | 63,887,000 | 63,887,000 | ||||||
Percentage of operating expense shortfalls & cap-ex covered by the Company | 78% | ||||||||
Amount of operating expense shortfalls & cap-ex covered by the Company | $ 668,000 | $ 697,000 | |||||||
Proceeds received from settlement of lawsuit | $ 4,642,000 | ||||||||
Accrued rental income | $ 4,626,000 | ||||||||
Variable Interest Entity, Not Primary Beneficiary | The Vue | Ground lease rental income | |||||||||
Variable Interest Entities - Ground Lease | |||||||||
Revenue | $ 0 |
VARIABLE INTEREST ENTITIES, C_4
VARIABLE INTEREST ENTITIES, CONTINGENT LIABILITY AND CONSOLIDATED JOINT VENTURES - Consolidated Joint Ventures (Details) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2023 USD ($) item | Dec. 31, 2022 USD ($) | ||
Consolidated VIEs Carrying Amount of Assets and Liabilities | |||
Land | $ 179,342 | $ 181,805 | |
Unbilled rent receivable | 17,242 | 16,079 | |
Unamortized intangible lease assets, net | 16,848 | 19,841 | |
Escrow, deposits and other assets and receivables | 17,651 | 23,764 | |
Mortgages payable, net of unamortized deferred financing costs of $120 and $152, respectively | 416,727 | 405,162 | |
Accrued expenses and other liabilities | 15,691 | 19,270 | |
Unamortized intangible lease liabilities, net | 10,443 | 11,125 | |
Accumulated other comprehensive income | 1,337 | 1,810 | |
Non-controlling interests in consolidated joint ventures | [1] | 1,010 | 972 |
Mortgages payable | |||
Consolidated VIEs Carrying Amount of Assets and Liabilities | |||
Mortgages payable, net of unamortized deferred financing costs of $120 and $152, respectively | 416,727 | 405,162 | |
Unamortized deferred financing costs | $ 3,321 | 3,355 | |
Consolidated Joint Venture-VIEs | |||
Variable Interest Entities | |||
Number of joint ventures with controlling interest | item | 3 | ||
Consolidated VIEs Carrying Amount of Assets and Liabilities | |||
Land | $ 10,365 | 10,365 | |
Buildings and improvements, net of accumulated depreciation of $6,235 and $5,670, respectively | 17,929 | 17,870 | |
Accumulated depreciation | 6,235 | 5,670 | |
Cash | 829 | 1,163 | |
Unbilled rent receivable | 1,059 | 1,111 | |
Unamortized intangible lease assets, net | 419 | 472 | |
Escrow, deposits and other assets and receivables | 856 | 772 | |
Mortgages payable, net of unamortized deferred financing costs of $120 and $152, respectively | 17,960 | 18,500 | |
Accrued expenses and other liabilities | 650 | 711 | |
Unamortized intangible lease liabilities, net | 392 | 424 | |
Accumulated other comprehensive income | 9 | 22 | |
Non-controlling interests in consolidated joint ventures | $ 1,010 | 972 | |
Consolidated Joint Venture-VIEs | Minimum | |||
Variable Interest Entities | |||
Ownership interest in consolidated joint venture of the company (as a percent) | 90% | ||
Consolidated Joint Venture-VIEs | Maximum | |||
Variable Interest Entities | |||
Ownership interest in consolidated joint venture of the company (as a percent) | 95% | ||
Consolidated Joint Venture-VIEs | Mortgages payable | |||
Consolidated VIEs Carrying Amount of Assets and Liabilities | |||
Unamortized deferred financing costs | $ 120 | $ 152 | |
[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: $10,365 and $10,365 of land, $17,929 and $17,870 of building and improvements, net of $6,235 and $5,670 of accumulated depreciation, $3,163 and $3,518 of other assets included in other line items, $17,960 and $18,500 of real estate debt, net, $1,042 and $1,135 of other liabilities included in other line items and $1,010 and $972 of non-controlling interests as of September 30, 2023 and December 31, 2022, respectively. |
VARIABLE INTEREST ENTITIES, C_5
VARIABLE INTEREST ENTITIES, CONTINGENT LIABILITY AND CONSOLIDATED JOINT VENTURES - MCB Real Estate, LLC (Details) - Consolidated Joint Venture-VIEs - Joint venture partner - MCB Real Estate LLC And Its Affiliates | Sep. 30, 2023 USD ($) item | Dec. 31, 2022 USD ($) item |
Consolidated VIEs Carrying Amount of Assets and Liabilities | ||
Number of consolidated joint ventures | item | 2 | 2 |
Investment in consolidated joint ventures | $ | $ 4,475,000 | $ 4,563,000 |
INVESTMENT IN UNCONSOLIDATED _2
INVESTMENT IN UNCONSOLIDATED JOINT VENTURES (Details) | 3 Months Ended | 9 Months Ended | ||||
Sep. 08, 2023 USD ($) | Sep. 30, 2023 USD ($) item | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) item | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) item | |
INVESTMENT IN UNCONSOLIDATED JOINT VENTURES | ||||||
Investment in unconsolidated joint ventures | $ 9,607,000 | $ 9,607,000 | $ 10,400,000 | |||
Equity in (loss) earnings of unconsolidated joint ventures | $ (905,000) | $ 82,000 | $ (761,000) | $ 310,000 | ||
Unconsolidated Joint Ventures | ||||||
INVESTMENT IN UNCONSOLIDATED JOINT VENTURES | ||||||
Number of unconsolidated joint ventures | item | 3 | 3 | 3 | |||
Number of properties owned and operated by each unconsolidated joint venture | item | 1 | 1 | 1 | |||
Investment in unconsolidated joint ventures | $ 9,607,000 | $ 9,607,000 | $ 10,400,000 | |||
Equity in (loss) earnings of unconsolidated joint ventures | (905,000) | $ 82,000 | (761,000) | $ 310,000 | ||
Unconsolidated Joint Ventures | Joint venture partner | MCB Real Estate LLC And Its Affiliates | ||||||
INVESTMENT IN UNCONSOLIDATED JOINT VENTURES | ||||||
Investment in unconsolidated joint ventures | $ 8,042,000 | $ 8,042,000 | $ 8,963,000 | |||
Unconsolidated Joint Ventures | Joint Venture Property in Manahawkin, New Jersey | ||||||
INVESTMENT IN UNCONSOLIDATED JOINT VENTURES | ||||||
Impairment charge related to sale of joint venture property | $ 1,699,000 | |||||
Percentage of impairment charges recognized by the Company | 50% | 50% | ||||
Unconsolidated Joint Ventures | Joint Venture Property in Manahawkin, New Jersey | Properties held-for-sale | ||||||
INVESTMENT IN UNCONSOLIDATED JOINT VENTURES | ||||||
Contract sale price of joint venture property | $ 36,500,000 | |||||
Impairment charge related to sale of joint venture property | $ 850,000 | $ 850,000 |
DEBT OBLIGATIONS - Mortgage Pay
DEBT OBLIGATIONS - Mortgage Payable (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Mortgages payable, net | ||
Mortgages payable, net | $ 416,727 | $ 405,162 |
Mortgages payable | ||
Mortgages payable, net | ||
Mortgages payable, gross | 420,886 | 409,175 |
Unamortized deferred financing costs | (3,321) | (3,355) |
Unamortized mortgage intangible asset | (838) | (658) |
Mortgages payable, net | $ 416,727 | $ 405,162 |
DEBT OBLIGATIONS - Principal re
DEBT OBLIGATIONS - Principal repayments (Details) - Mortgages payable - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Amortization payments | ||
Amortization payments, three months ended December 31, 2023 | $ 3,150 | |
Amortization payments, 2024 | 11,732 | |
Amortization payments, 2025 | 10,449 | |
Amortization payments, 2026 | 10,348 | |
Amortization payments, 2027 | 9,241 | |
Amortization payments, Thereafter | 41,844 | |
Amortization payments, Total | 86,764 | |
Principal due at maturity | ||
Principal due at maturity, three months ended December 31, 2023 | 6,238 | |
Principal due at maturity, 2024 | 50,695 | |
Principal due at maturity, 2025 | 32,063 | |
Principal due at maturity, 2026 | 19,179 | |
Principal due at maturity, 2027 | 38,524 | |
Principal due at maturity, Thereafter | 187,423 | |
Principal due at maturity, Total | 334,122 | |
Total | ||
Total, three months ended December 31, 2023 | 9,388 | |
Total, 2024 | 62,427 | |
Total, 2025 | 42,512 | |
Total, 2026 | 29,527 | |
Total, 2027 | 47,765 | |
Total, Thereafter | 229,267 | |
Total | $ 420,886 | $ 409,175 |
DEBT OBLIGATIONS - Line of Cred
DEBT OBLIGATIONS - Line of Credit (Details) - USD ($) | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Nov. 01, 2023 | Dec. 31, 2022 | |
Line of credit, net, balances per the consolidated balance sheets | ||||
Line of credit, net | $ 11,906,000 | $ 21,068,000 | ||
Line of Credit | ||||
Line of Credit | ||||
Maximum borrowing capacity | 100,000,000 | |||
Borrowing capacity available for renovation and operating expense purposes | $ 40,000,000 | |||
Percentage of permitted borrowing base available for renovation and operating expense purposes | 40% | |||
Unused facility fee (as a percent) | 0.25% | |||
Amount available to be borrowed under the facility | $ 87,500,000 | $ 77,500,000 | ||
Remaining borrowing capacity available for renovation and operating expense purposes | 36,000,000 | $ 26,000,000 | ||
Line of credit, net, balances per the consolidated balance sheets | ||||
Line of credit, gross | 12,500,000 | 21,800,000 | ||
Unamortized deferred financing costs | (594,000) | (732,000) | ||
Line of credit, net | $ 11,906,000 | $ 21,068,000 | ||
Line of Credit | Weighted average | ||||
Line of Credit | ||||
Line of credit, interest rate during the period | 6.60% | 2.74% | ||
Line of Credit | SOFR | ||||
Line of Credit | ||||
Basis of interest rate | 30-day SOFR | |||
Applicable margin (as a percent) | 1.75% | 1.75% | ||
Line of Credit | SOFR | Minimum | ||||
Line of Credit | ||||
Applicable margin (as a percent) | 1.75% | |||
Line of Credit | SOFR | Maximum | ||||
Line of Credit | ||||
Applicable margin (as a percent) | 2.75% |
RELATED PARTY TRANSACTIONS - Co
RELATED PARTY TRANSACTIONS - Compensation and Services Agreement (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Affiliated Entity | Majestic | ||||
Related Party Transactions | ||||
Aggregate fees under compensation and services agreement | $ 812,000 | $ 763,000 | $ 2,501,000 | $ 2,289,000 |
Property management services | 360,000 | 333,000 | 1,146,000 | 999,000 |
Additional payment for the entity's share of all direct office expenses | 79,000 | $ 238,000 | ||
Affiliated Entity | Majestic | Net lease tenants | ||||
Related Party Transactions | ||||
Property management costs as a percentage of rental payments | 1.50% | |||
Affiliated Entity | Majestic | Operating lease tenants | ||||
Related Party Transactions | ||||
Property management costs as a percentage of rental payments | 2% | |||
Executive officers and others | ||||
Related Party Transactions | ||||
Stock incentive plan expense | $ 594,000 | $ 640,000 | $ 1,879,000 | $ 1,927,000 |
RELATED PARTY TRANSACTIONS - Jo
RELATED PARTY TRANSACTIONS - Joint Venture Partners and Affiliates (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Unconsolidated Joint Ventures | ||||
Related Party Transactions | ||||
Aggregate management fees paid to other partners | $ 31,000 | $ 32,000 | $ 89,000 | $ 101,000 |
Decrease in equity earnings, joint venture transaction | 16,000 | 16,000 | 44,000 | 51,000 |
Joint Venture Partners and Affiliates | Real estate expenses | ||||
Related Party Transactions | ||||
Payments for property management services | $ 22,000 | $ 19,000 | $ 69,000 | $ 60,000 |
RELATED PARTY TRANSACTIONS - Ot
RELATED PARTY TRANSACTIONS - Other (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Chairman | General and administrative expense | ||||||||
Related Party Transactions | ||||||||
Quarterly fees paid | $ 78,250 | $ 78,250 | $ 78,250 | $ 78,250 | $ 78,250 | $ 78,250 | ||
Vice Chairman | General and administrative expense | ||||||||
Related Party Transactions | ||||||||
Quarterly fees paid | 31,300 | $ 31,300 | $ 31,300 | 31,300 | $ 31,300 | $ 31,300 | ||
Affiliated Entity | Gould Investors L.P. | ||||||||
Related Party Transactions | ||||||||
Amount of insurance reimbursed | 1,093,000 | 586,000 | $ 1,093,000 | $ 586,000 | ||||
Affiliated Entity | Gould Investors L.P. | Real estate expenses | ||||||||
Related Party Transactions | ||||||||
Insurance expense recognized of amounts reimbursed to related party | $ 363,000 | $ 187,000 | $ 613,000 | $ 793,000 |
EARNINGS PER COMMON SHARE - Rec
EARNINGS PER COMMON SHARE - Reconciliation (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Numerator for basic and diluted earnings per share: | ||||||||
Net income | $ 2,769 | $ 6,539 | $ 5,408 | $ 7,221 | $ 16,785 | $ 9,340 | $ 14,716 | $ 33,346 |
Deduct net income loss attributable to non-controlling interests | (22) | (17) | (64) | (52) | ||||
Deduct earnings allocated to unvested restricted stock | (321) | (320) | (971) | (1,134) | ||||
Net income available for common stockholders: basic | 2,426 | 6,884 | 13,681 | 32,160 | ||||
Net income available for common stockholders: diluted | $ 2,426 | $ 6,884 | $ 13,681 | $ 32,160 | ||||
Denominator for basic earnings per share: | ||||||||
Weighted average number of common shares outstanding | 20,567 | 20,340 | 20,552 | 20,361 | ||||
Effect of diluted securities: | ||||||||
RSUs | 29 | 76 | 46 | 111 | ||||
Denominator for diluted earnings per share: | ||||||||
Weighted average number of shares | 20,596 | 20,416 | 20,598 | 20,472 | ||||
Earnings per common share, basic (in dollars per share) | $ 0.12 | $ 0.34 | $ 0.67 | $ 1.58 | ||||
Earnings per common share, diluted (in dollars per share) | $ 0.12 | $ 0.34 | $ 0.66 | $ 1.57 |
EARNINGS PER COMMON SHARE - Sha
EARNINGS PER COMMON SHARE - Shares of common stock underlying RSUs (Details) - shares | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||
Jun. 30, 2023 | Aug. 31, 2023 | Jun. 30, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Earnings Per Common Share | |||||||
Number of underlying shares | 251,300 | 241,076 | 251,300 | 241,076 | |||
Number of shares included in diluted weighted average number of shares pursuant to return on capital performance metric | 98,994 | 98,073 | 98,994 | 98,073 | |||
Number of shares in diluted weighted average number of shares pursuant to stockholder return metric | 37,513 | 37,513 | |||||
Total | 98,994 | 135,586 | 98,994 | 135,586 | |||
Common shares not included in calculation due applicable metric had not been met at measurement dates | 152,306 | 105,490 | 152,306 | 105,490 | |||
July 1, 2022 | |||||||
Earnings Per Common Share | |||||||
Number of underlying shares | 85,250 | 85,250 | |||||
Number of shares included in diluted weighted average number of shares pursuant to return on capital performance metric | 23,839 | 23,839 | |||||
Total | 23,839 | 23,839 | |||||
Common shares not included in calculation due applicable metric had not been met at measurement dates | 61,411 | 61,411 | |||||
August 3, 2021 | |||||||
Earnings Per Common Share | |||||||
Number of underlying shares | 85,350 | 85,350 | 85,350 | 85,350 | |||
Number of shares included in diluted weighted average number of shares pursuant to return on capital performance metric | 35,344 | 20,210 | 35,344 | 20,210 | |||
Total | 35,344 | 20,210 | 35,344 | 20,210 | |||
Common shares not included in calculation due applicable metric had not been met at measurement dates | 50,006 | 65,140 | 50,006 | 65,140 | |||
August 3, 2020 | |||||||
Earnings Per Common Share | |||||||
Number of underlying shares | 80,700 | 80,700 | 80,700 | 80,700 | |||
Number of shares included in diluted weighted average number of shares pursuant to return on capital performance metric | 39,811 | 40,350 | 39,811 | 40,350 | |||
Total | 39,811 | 40,350 | 39,811 | 40,350 | |||
Common shares not included in calculation due applicable metric had not been met at measurement dates | 40,889 | 40,350 | 40,889 | 40,350 | |||
July 1, 2019 | |||||||
Earnings Per Common Share | |||||||
Number of underlying shares | 75,026 | 75,026 | |||||
Number of shares included in diluted weighted average number of shares pursuant to return on capital performance metric | 37,513 | 37,513 | |||||
Number of shares in diluted weighted average number of shares pursuant to stockholder return metric | 37,513 | 37,513 | |||||
Total | 75,026 | 75,026 | |||||
Restricted stock units | |||||||
Earnings Per Common Share | |||||||
Number of shares vested | 74,988 | 74,988 | 64,488 | ||||
Number of shares forfeited | 38 | 38 | 10,538 | ||||
Restricted stock units | August 3, 2020 | |||||||
Earnings Per Common Share | |||||||
Number of shares vested | 74,988 | ||||||
Number of shares forfeited | 38 | ||||||
Number of shares issued upon vesting | 74,988 |
STOCKHOLDERS' EQUITY - Stock Ba
STOCKHOLDERS' EQUITY - Stock Based Compensation - Summary of Plans (Details) - shares | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Jun. 30, 2023 | Dec. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | |
Restricted stock grants | ||||||||
STOCKHOLDERS' EQUITY | ||||||||
Number of shares outstanding | 712,660 | 712,375 | 712,660 | 712,375 | 712,920 | 712,375 | 712,375 | 706,450 |
Number of shares granted | 152,955 | 153,575 | ||||||
Vesting period | 5 years | |||||||
Restricted stock units | ||||||||
STOCKHOLDERS' EQUITY | ||||||||
Number of shares outstanding | 251,300 | 241,076 | 251,300 | 241,076 | 166,050 | 241,076 | 155,726 | 230,752 |
Number of shares granted | 85,250 | 85,350 | 85,250 | 85,350 | ||||
Vesting period | 3 years | |||||||
2022 Incentive Plan | ||||||||
STOCKHOLDERS' EQUITY | ||||||||
Maximum number of shares authorized for issuance | 750,000 | 750,000 | ||||||
2022 Incentive Plan | Restricted stock and RSU grants | ||||||||
STOCKHOLDERS' EQUITY | ||||||||
Number of shares outstanding | 319,935 | 319,935 | ||||||
2022 Incentive Plan | Restricted stock grants | ||||||||
STOCKHOLDERS' EQUITY | ||||||||
Number of shares outstanding | 149,335 | 149,335 | ||||||
2022 Incentive Plan | Restricted stock units | ||||||||
STOCKHOLDERS' EQUITY | ||||||||
Number of shares outstanding | 170,600 | 170,600 | ||||||
2019 Incentive Plan | ||||||||
STOCKHOLDERS' EQUITY | ||||||||
Remaining shares which may be granted under the Plan | 0 | 0 | ||||||
2019 Incentive Plan | Restricted stock and RSU grants | ||||||||
STOCKHOLDERS' EQUITY | ||||||||
Number of shares outstanding | 507,375 | 507,375 | ||||||
2019 Incentive Plan | Restricted stock grants | ||||||||
STOCKHOLDERS' EQUITY | ||||||||
Number of shares outstanding | 426,675 | 426,675 | ||||||
2019 Incentive Plan | Restricted stock units | ||||||||
STOCKHOLDERS' EQUITY | ||||||||
Number of shares outstanding | 80,700 | 80,700 | ||||||
2016 Incentive Plan | ||||||||
STOCKHOLDERS' EQUITY | ||||||||
Remaining shares which may be granted under the Plan | 0 | 0 | ||||||
2016 Incentive Plan | Restricted stock and RSU grants | ||||||||
STOCKHOLDERS' EQUITY | ||||||||
Number of shares outstanding | 136,650 | 136,650 | ||||||
2016 Incentive Plan | Restricted stock grants | ||||||||
STOCKHOLDERS' EQUITY | ||||||||
Number of shares outstanding | 136,650 | 136,650 |
STOCKHOLDERS' EQUITY - Stock _2
STOCKHOLDERS' EQUITY - Stock Based Compensation - RSUs (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Jun. 30, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2022 | |
Restricted stock units | |||||||||
STOCKHOLDERS' EQUITY | |||||||||
Number of shares granted | 85,250 | 85,350 | 85,250 | 85,350 | |||||
Number of shares vested | 74,988 | 74,988 | 64,488 | ||||||
Number of shares forfeited | 38 | 38 | 10,538 | ||||||
Number of shares outstanding | 166,050 | 251,300 | 241,076 | 251,300 | 241,076 | 241,076 | 230,752 | 155,726 | |
Performance cycle | 3 years | ||||||||
Restricted stock units | Vesting Date: June 30, 2026 | |||||||||
STOCKHOLDERS' EQUITY | |||||||||
Number of shares granted | 85,250 | ||||||||
Restricted stock units | Vesting Date: June 30, 2025 | |||||||||
STOCKHOLDERS' EQUITY | |||||||||
Number of shares granted | 85,350 | ||||||||
Restricted stock units | Vesting Date: June 30, 2024 | |||||||||
STOCKHOLDERS' EQUITY | |||||||||
Number of shares granted | 80,700 | ||||||||
Restricted stock units | Vesting Date: June 30, 2023 | |||||||||
STOCKHOLDERS' EQUITY | |||||||||
Number of shares granted | 75,026 | ||||||||
Restricted stock units | Awards granted in 2023 | |||||||||
STOCKHOLDERS' EQUITY | |||||||||
Number of shares outstanding | 85,250 | 85,250 | |||||||
Aggregate fair value of the shares granted | $ 979,000 | $ 979,000 | |||||||
Restricted stock units | Awards granted in 2022 | |||||||||
STOCKHOLDERS' EQUITY | |||||||||
Number of shares outstanding | 85,350 | 85,350 | |||||||
Aggregate fair value of the shares granted | $ 1,400,000 | $ 1,400,000 | |||||||
Restricted stock units | Awards granted in 2021 | |||||||||
STOCKHOLDERS' EQUITY | |||||||||
Number of shares outstanding | 80,700 | 80,700 | |||||||
Aggregate fair value of the shares granted | $ 1,822,000 | $ 1,822,000 | |||||||
Restricted stock units | Years granted: 2021 - 2022 | |||||||||
STOCKHOLDERS' EQUITY | |||||||||
Performance cycle | 3 years | ||||||||
Accrual for dividend equivalent rights | $ 385,000 | $ 385,000 | $ 210,000 | ||||||
ROC Awards | Awards granted in 2020 | |||||||||
STOCKHOLDERS' EQUITY | |||||||||
Weight | 50% | 50% | |||||||
ROC Awards | Awards granted in 2020 | Minimum | |||||||||
STOCKHOLDERS' EQUITY | |||||||||
Average of annual ROC | 7% | 7% | |||||||
ROC Awards | Awards granted in 2020 | Maximum | |||||||||
STOCKHOLDERS' EQUITY | |||||||||
Average of annual ROC | 9.75% | 9.75% | |||||||
ROC Awards | Years granted: 2021 - 2022 | |||||||||
STOCKHOLDERS' EQUITY | |||||||||
Weight | 50% | 50% | |||||||
ROC Awards | Years granted: 2021 - 2022 | Minimum | |||||||||
STOCKHOLDERS' EQUITY | |||||||||
Average of annual ROC | 6% | 6% | |||||||
ROC Awards | Years granted: 2021 - 2022 | Maximum | |||||||||
STOCKHOLDERS' EQUITY | |||||||||
Average of annual ROC | 8.75% | 8.75% | |||||||
TSR awards | |||||||||
STOCKHOLDERS' EQUITY | |||||||||
Service period | 3 years | ||||||||
Valuation assumptions | |||||||||
Expected life | 3 years | ||||||||
Dividend rate | 8.72% | ||||||||
Risk-free interest rate minimum | 4.42% | ||||||||
Risk-free interest rate maximum | 5.28% | ||||||||
Expected price volatility minimum | 28.69% | ||||||||
Expected price volatility maximum | 30.05% | ||||||||
TSR awards | Awards granted in 2020 | |||||||||
STOCKHOLDERS' EQUITY | |||||||||
Weight | 50% | 50% | |||||||
TSR awards | Awards granted in 2020 | Minimum | |||||||||
STOCKHOLDERS' EQUITY | |||||||||
Average of annual TSR | 7% | 7% | |||||||
TSR awards | Awards granted in 2020 | Maximum | |||||||||
STOCKHOLDERS' EQUITY | |||||||||
Average of annual TSR | 12% | 12% | |||||||
TSR awards | Years granted: 2021 - 2022 | |||||||||
STOCKHOLDERS' EQUITY | |||||||||
Weight | 50% | 50% | |||||||
TSR awards | Years granted: 2021 - 2022 | Minimum | |||||||||
STOCKHOLDERS' EQUITY | |||||||||
Average of annual TSR | 6% | 6% | |||||||
TSR awards | Years granted: 2021 - 2022 | Maximum | |||||||||
STOCKHOLDERS' EQUITY | |||||||||
Average of annual TSR | 11% | 11% |
STOCKHOLDERS' EQUITY - Activity
STOCKHOLDERS' EQUITY - Activity of the Plans (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Restricted stock and RSU grants | ||||||
Restricted stock and RSU grants (based on grant price): | ||||||
Weighted average per share value of non-vested shares (in dollars per share) | $ 25.91 | $ 26.26 | $ 25.91 | $ 26.26 | ||
Value of stock vested during the period | $ 5,165,000 | $ 5,535,000 | ||||
Weighted average per share value of shares forfeited during the period (in dollars per share) | $ 25.85 | $ 0 | $ 25.47 | $ 29.12 | ||
Total charge to operations: | ||||||
Total charge to operations | $ 1,211,000 | $ 1,306,000 | $ 4,103,000 | $ 4,190,000 | ||
Restricted stock grants | ||||||
Summary of the activity of the incentive Plans | ||||||
Average per share grant price (in dollars per share) | $ 22.09 | $ 33.75 | ||||
Deferred compensation to be recognized over vesting period | $ 3,379,000 | $ 5,183,000 | $ 3,379,000 | $ 5,183,000 | ||
Number of non-vested shares: | ||||||
Non-vested beginning of period (in shares) | 712,920 | 712,375 | 712,375 | 706,450 | 706,450 | |
Number of shares granted | 152,955 | 153,575 | ||||
Vested during period (in shares) | (152,300) | (146,900) | ||||
Forfeitures (in shares) | (260) | (370) | (750) | |||
Non-vested end of period (in shares) | 712,920 | 712,660 | 712,375 | 712,660 | 712,375 | 712,375 |
Total charge to operations: | ||||||
Total charge to operations | $ 923,000 | $ 951,000 | $ 3,051,000 | $ 3,106,000 | ||
Weighted average vesting period | 2 years 3 months 18 days | |||||
Restricted stock grants | General and administrative expense | ||||||
Total charge to operations: | ||||||
Total compensation costs related to non-vested awards that have not yet been recognized | $ 8,557,000 | $ 8,557,000 | ||||
Restricted stock units | ||||||
Summary of the activity of the incentive Plans | ||||||
Average per share grant price (in dollars per share) | $ 20.32 | $ 26.44 | $ 20.32 | $ 26.44 | ||
Deferred compensation to be recognized over vesting period | $ 979,000 | $ 1,352,000 | $ 979,000 | $ 1,352,000 | ||
Number of non-vested shares: | ||||||
Non-vested beginning of period (in shares) | 166,050 | 155,726 | 241,076 | 230,752 | 230,752 | |
Number of shares granted | 85,250 | 85,350 | 85,250 | 85,350 | ||
Vested during period (in shares) | (74,988) | (74,988) | (64,488) | |||
Forfeitures (in shares) | (38) | (38) | (10,538) | |||
Non-vested end of period (in shares) | 166,050 | 251,300 | 241,076 | 251,300 | 241,076 | 241,076 |
Total charge to operations: | ||||||
Total charge to operations | $ 288,000 | $ 355,000 | $ 1,052,000 | $ 1,084,000 | ||
Weighted average vesting period | 1 year 9 months 18 days | |||||
Restricted stock units | General and administrative expense | ||||||
Total charge to operations: | ||||||
Total compensation costs related to non-vested awards that have not yet been recognized | $ 2,184,000 | $ 2,184,000 |
STOCKHOLDERS' EQUITY - Common S
STOCKHOLDERS' EQUITY - Common Stock Dividend (Details) - USD ($) | Oct. 11, 2023 | Sep. 20, 2023 |
Common Stock Dividend | ||
Quarterly cash dividend declared (in dollars per share) | $ 0.45 | |
Total Dividend | $ 9,505,000 | |
Cash Distributed | $ 8,072,000 | |
Stock Issued | 78,000 |
STOCKHOLDERS' EQUITY - Dividend
STOCKHOLDERS' EQUITY - Dividend Reinvestment Plan (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Dividend Reinvestment Plan | ||||
Market price discount (as a percent) | 3% | |||
Common shares issued under Dividend Reinvestment Plan | 56,000 | 40,000 | 155,000 | 51,000 |
Maximum | ||||
Dividend Reinvestment Plan | ||||
Market price discount (as a percent) | 5% |
STOCKHOLDERS' EQUITY - Stock Re
STOCKHOLDERS' EQUITY - Stock Repurchase Program (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||
Oct. 31, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Nov. 01, 2023 | |
Stock Repurchase Program | ||||||||
Repurchases of common stock - net | $ 5,144,000 | $ 1,455,000 | $ 1,822,000 | $ 3,418,000 | ||||
Stock Repurchase Program, September 2022 | ||||||||
Stock Repurchase Program | ||||||||
Value of common shares authorized for repurchase | $ 7,720,000 | $ 7,720,000 | ||||||
Remaining number of common shares authorized for repurchase | 0 | |||||||
Number of shares repurchased | 62,000 | 262,000 | 75,000 | 335,000 | 208,000 | |||
Repurchases of common stock - net | $ 1,122,000 | $ 5,144,000 | $ 1,822,000 | $ 6,599,000 | $ 5,214,000 | |||
Payment of commissions on sale of shares | 4,000 | $ 16,000 | $ 5,000 | $ 20,000 | $ 12,000 | |||
Stock Repurchase Program, October 2023 | ||||||||
Stock Repurchase Program | ||||||||
Value of common shares authorized for repurchase | $ 10,000,000 | |||||||
Remaining value of common shares authorized for repurchase | $ 8,655,000 | |||||||
Number of shares repurchased | 71,000 | |||||||
Repurchases of common stock - net | $ 1,345,000 | |||||||
Payment of commissions on sale of shares | $ 4,000 |
FAIR VALUE MEASUREMENTS - Mortg
FAIR VALUE MEASUREMENTS - Mortgages Payable (Details) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 USD ($) Y | Dec. 31, 2022 USD ($) Y | |
Line of Credit | ||
FAIR VALUE MEASUREMENTS | ||
Line of credit, gross | $ 12,500,000 | $ 21,800,000 |
Mortgages payable | ||
FAIR VALUE MEASUREMENTS | ||
Fair value of mortgages payable | 381,284,000 | 378,943,000 |
Carrying value of mortgages payable, gross | 420,886,000 | 409,175,000 |
Fair value less than carrying value | $ (39,602,000) | $ (30,232,000) |
Weighted average interest rate | 4.18% | 4.10% |
Mortgages payable | Blended market interest rate | ||
FAIR VALUE MEASUREMENTS | ||
Long-term debt, measurement input | 0.0667 | 0.0587 |
Mortgages payable | Weighted average remaining term to maturity (years) | ||
FAIR VALUE MEASUREMENTS | ||
Long-term debt, measurement input | Y | 6 | 6.5 |
FAIR VALUE MEASUREMENTS - Fair
FAIR VALUE MEASUREMENTS - Fair Value of Derivatives (Details) | 9 Months Ended | |
Sep. 30, 2023 USD ($) item | Dec. 31, 2022 USD ($) | |
FAIR VALUE MEASUREMENTS | ||
Number of mortgage loans outstanding with related interest rate swaps | item | 16 | |
Interest rate swap | Level 2 | ||
Financial assets: | ||
Financial assets | $ 1,338,000 | $ 1,811,000 |
Financial assets, Balance Sheet Classification | Escrow, deposits and other assets and receivables | Escrow, deposits and other assets and receivables |
Interest rate swap | Cash flow hedges | ||
FAIR VALUE MEASUREMENTS | ||
Number of interest rate derivatives held | item | 16 | |
Notional Amount | $ 41,054,000 | |
Weighted average maturity | 1 year 1 month 6 days | |
Weighted average annual interest rate (as a percent) | 3.97% | |
Financial liabilities: | ||
Financial liabilities | $ 0 | $ 0 |
Interest rate swap | Cash flow hedges | Minimum | ||
FAIR VALUE MEASUREMENTS | ||
Fixed interest rate (as a percent) | 2.97% | |
Interest rate swap | Cash flow hedges | Maximum | ||
FAIR VALUE MEASUREMENTS | ||
Fixed interest rate (as a percent) | 4.60% |
FAIR VALUE MEASUREMENTS - Effec
FAIR VALUE MEASUREMENTS - Effect of derivatives on Consolidated Statements of Income (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
FAIR VALUE MEASUREMENTS | ||||
Additional amount to be reclassified during the next twelve months | $ 1,005,000 | |||
Interest rate swap | Cash flow hedges | ||||
FAIR VALUE MEASUREMENTS | ||||
Amount of gain recognized on derivatives in other comprehensive income | $ 133,000 | $ 931,000 | 500,000 | $ 2,886,000 |
Amount of reclassification from Accumulated other comprehensive income into Interest expense | $ 340,000 | $ 975,000 | $ (485,000) |
OTHER INCOME - Litigation Settl
OTHER INCOME - Litigation Settlement (Details) | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
OTHER INCOME | |
Income on settlement of litigation | $ 5,388,000 |
OTHER INCOME - Insurance Recove
OTHER INCOME - Insurance Recoveries on Hurricane Casualty (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | |
Insurance Recoveries on Hurricane Casualty | |||
Casualty loss, insurance recovery proceeds received, classified as investing activities | $ 918,000 | ||
Other income | |||
Insurance Recoveries on Hurricane Casualty | |||
Gain on insurance recoveries | $ 0 | $ 0 | $ 918,000 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Pay vs Performance Disclosure | ||||
Net Income (Loss) | $ 2,747 | $ 7,204 | $ 14,652 | $ 33,294 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Sep. 30, 2023 | |
Trading Arrangements, by Individual | |
Material Terms of Trading Arrangement | Item 5. Other Information None of our officers or directors had any contract, instruction, or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any "non-Rule 10b5-1 trading arrangement" in effect at any time during the three months ended September 30, 2023. |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |