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TABLE OF CONTENTS Form 10-K
Item 7A. Qualitative and Quantitative Disclosures About Market Risk.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K


ý

 

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

For the fiscal year ended December 31, 20142015

Or

o

 

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

Commission File Number 001-09279

ONE LIBERTY PROPERTIES, INC.
(Exact name of registrant as specified in its charter)

MARYLAND
(State or other jurisdiction of
Incorporation or Organization)
 13-3147497
(I.R.S. employer
Identification No.)

60 Cutter Mill Road, Great Neck, New York
(Address of principal executive offices)

 

11021
(Zip Code)

Registrant's telephone number, including area code:(516) 466-3100

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

Title of each class Name of exchange on which registered
Common Stock, par value $1.00 per share New York Stock Exchange

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

         Indicate by check mark if the registrant is a well-known seasoned issuer as defined in Rule 405 of the Securities Act. Yes o    No ý

         Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes o    No ý

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

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

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

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

Large accelerated filer o Accelerated filerý Non-accelerated filero
(Do not check if a
small reporting company)
 Smaller reporting companyo

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

         As of June 30, 20142015 (the last business day of the registrant's most recently completed second quarter), the aggregate market value of all common equity held by non-affiliates of the registrant, computed by reference to the price at which common equity was last sold on said date, was approximately $267$270 million.

         As of March 9, 2015,2016, the registrant had 16,365,05917,001,058 shares of common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

         Portions of the proxy statement for the 20152016 annual meeting of stockholders of One Liberty Properties, Inc., to be filed pursuant to Regulation 14A not later than April 30, 2015,29, 2016, are incorporated by reference into Part III of this Annual Report on Form 10-K.

   


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TABLE OF CONTENTS
Form 10-K

Item No.
  
 Page(s) 

PART I

      

1.

 

Business

  2 

1A.

 

Risk Factors

  9 

1B.

 

Unresolved Staff Comments

  18 

2.

 

Properties

  19 

3.

 

Legal Proceedings

  25 

4.

 

Mine Safety Disclosures

  25 

PART II

    
 
 

5.

 

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

  25 

6.

 

Selected Financial Data

  27 

7.

 

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

  30 

7A.

 

Quantitative and Qualitative Disclosures About Market Risk

  43 

8.

 

Financial Statements and Supplementary Data

  44 

9.

 

Changes In and Disagreements With Accountants on Accounting and Financial Disclosure

  44 

9A.

 

Controls and Procedures

  44 

9B.

 

Other Information

  45 

PART III

    
 
 

10.

 

Directors, Executive Officers and Corporate Governance

  45 

11.

 

Executive Compensation

  45 

12.

 

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

  45 

13.

 

Certain Relationships and Related Transactions, and Director Independence

  46 

14.

 

Principal Accountant Fees and Services

  46 

PART IV

    
 
 

15.

 

Exhibits and Financial Statement Schedules

  46 

Signatures

  50 
Item No.
  
 
Page(s)
 
 

PART I

 

 

    
 

1.

 

Business

  2 
 

1A.

 

Risk Factors

  10 
 

1B.

 

Unresolved Staff Comments

  20 
 

2.

 

Properties

  21 
 

3.

 

Legal Proceedings

  27 
 

4.

 

Mine Safety Disclosures

  27 
 

PART II

 

 

    
 

5.

 

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

  28 
 

6.

 

Selected Financial Data

  30 
 

7.

 

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

  34 
 

7A.

 

Quantitative and Qualitative Disclosures About Market Risk

  48 
 

8.

 

Financial Statements and Supplementary Data

  49 
 

9.

 

Changes In and Disagreements With Accountants on Accounting and Financial Disclosure

  49 
 

9A.

 

Controls and Procedures

  49 
 

9B.

 

Other Information

  50 
 

PART III

 

 

    
 

10.

 

Directors, Executive Officers and Corporate Governance

  50 
 

11.

 

Executive Compensation

  51 
 

12.

 

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

  51 
 

13.

 

Certain Relationships and Related Transactions, and Director Independence

  52 
 

14.

 

Principal Accountant Fees and Services

  52 
 

PART IV

 

 

    
 

15.

 

Exhibits and Financial Statement Schedules

  53 
 

Signatures

  56 

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PART I

Item 1.    Business.

General

        We are a self-administered and self-managed real estate investment trust, also known as a REIT. We were incorporated in Maryland on December 20, 1982. We acquire, own and manage a geographically diversified portfolio, consisting primarily of retail, industrial, flex and health and fitness and other properties, a substantial portionmany of which are under long-term leases. Substantially allMany of our leases are "net leases" and ground leases under which the tenant is typically responsible for real estate taxes, insurance and ordinary maintenance and repairs. As of December 31, 2014,2015, we own 110107 properties (including two(excluding a portfolio of eight properties disposed of in January 2015 as described below)February 2016) and participate in joint ventures that own five properties. These properties and the properties owned by our joint ventures are located in 30 states and have an aggregate of approximately 6.88.2 million square feet (including an aggregate of approximately 924,000967,000 square feet at properties owned by our joint ventures).

        As of December 31, 2014:2015:

        Our 20152016 contractual rental income represents, after giving effect to any abatements, concessions or adjustments, the base rent payable to us in 20152016 under leases in effect at December 31, 2014.2015. Contractual rental income for 20152016: (i) includes $452,000 of base rent payable in 2016 by Sports Authority located in Greenwood Village, Colorado , which filed for Chapter 11 bankruptcy protection on March 2, 2016; and (ii) excludes approximately $1.3$1.2 million of straight-line rent, amortization of approximately $514,000$651,000 of intangibles, the base rent payable with respect to a portfolio of eight retail properties we sold in February 2016, and our share of the rental incomebase rent payable to our joint ventures, which in 2015 will be2016 is approximately $1.5$2.7 million.

20142015 Highlights and Recent Developments

        In 2014:2015:


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        Since January 1, 2015, we:


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        On February 1, 2016, we sold a joint venture in which we have a 90% equity interest, a 101,590 square foot shopping centerportfolio of eight retail properties located in Lakewood, Colorado,Louisiana and Mississippi with an aggregate of 25,197 square feet for approximately $17.5 million.$13.8 million and paid off the $7.8 million mortgage. In connection with the acquisition,quarter ending March 31, 2016, we obtained $11.9 millionanticipate recognizing a $785,000 gain on this sale and incurring a mortgage prepayment expense of $380,000. In 2015, this portfolio accounted for 2.3% of rental income and 3.1% of mortgage debt maturing in 2025, amortizing over 25 years and bearing an annual interest rate of 4.12%.expense.

        In the narrative portion of this report,Annual Report on Form 10-K:

Acquisition Strategies

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


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properties. We pay substantially all the operating expenses at community shopping centers, a significant portion of which is reimbursed by tenants pursuant to their leases.

        Generally, we hold the properties we acquire for an extended period of time. Our investment criteria are intended to identify properties from which increased asset value and overall return can be


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realized from an extended period of ownership. Although our investment criteria favor an extended period of ownership, we will dispose of a property if we regard the disposition of the property as an opportunity to realize the overall value of the property sooner or to avoid future risks by achieving a determinable return from the property.

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

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

        It is our policy, and the policy of our affiliated entities, that any investment opportunity presented to us or to any of our affiliated entities that involves primarily the acquisition of a net leased property, a ground lease or a community shopping center, will first be offered to us and may not be pursued by any of our affiliated entities unless we decline the opportunity. Further, to the extent our affiliates are unable or unwilling to pursue an acquisition of a multi-family property (including a ground lease of a multi-family property), we may pursue such transaction if it meets our investment objectives.

Investment Evaluation

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


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Our Business Objective

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


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Typical Property Attributes

        As of December 31, 2014,2015, the properties in our portfolio and those owned by our joint ventures typically have the following attributes:


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Our Tenants

        The following table sets forth information about the diversification of our tenants by industry sector as of December 31, 2014:2015:

Type of Property
 Number of
Tenants
 Number of
Properties
 2015 Contractual
Rental Income
 Percentage of
2015 Contractual
Rental Income
  Number of
Tenants
 Number of
Properties
 2016 Contractual
Rental Income
 Percentage of
2016 Contractual
Rental Income
 

Retail—General

 56 41 $14,497,880 27.2% 77 35 $16,186,334 28.3%

Industrial

 11 14 11,111,543 20.8  15 18 13,027,873 22.7 

Retail—Furniture(1)

 4 14 5,808,162 10.9  4 14 5,821,981 10.2 

Retail—Restaurant

 13 19 3,691,503 6.9  16 19 3,933,599 6.9 

Flex

 3 3 3,339,262 6.3  3 3 3,246,265 5.7 

Health & Fitness

 1 3 3,075,583 5.4 

Retail—Office Supply(2)

 2 8 3,100,631 5.8  2 7 2,430,407 4.2 

Health & Fitness

 1 3 3,054,922 5.7 

Retail—Supermarket

 3 3 2,818,230 5.3  2 2 2,402,194 4.2 

Other

 5 5 5,922,579 11.1  6 6 7,149,186 12.4 

 98 110 $53,344,712 100.0% 126 107 $57,273,422 100.0%

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

(2)
Includes seven properties which are net leased to Office Depot pursuant to seven separate leases. Five of the Office Depot leases contain cross-default provisions. Also includes one property net leased to OfficeMax which was acquired by Office Depot in November 2013.

        Many of our retail tenants (including franchisees of national chains) operate on a national basis and include, among others, Applebees, Barnes & Noble, CarMax, CVS, FedEx, Ferguson Enterprises, Kohl's, LA Fitness, Marshalls, Mens'


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Men's Wearhouse, Northern Tool, Office Depot, Party City, PetSmart, TGI Fridays, The Sports Authority, Ross Stores, Shutterfly, Urban Outfitters, Walgreens, Wendy's and Whole Foods and some of our tenants operate on a regional basis, including Haverty Furniture, Giant Food Stores and hhgregg.

Our Leases

        Substantially allMany of our leases are net or ground leases (including the leases entered into by our joint ventures) under which the tenant, in addition to its rental obligation, typically is responsible for expenses attributable to the operation of the property, such as real estate taxes and assessments, water and sewer rents and other charges. The tenant is also generally responsible for maintaining the property and for restoration following a casualty or partial condemnation. The tenant is typically obligated to indemnify us for claims arising from the property and is responsible for maintaining insurance coverage for the property it leases and naming us an additional insured. Under some net leases, we are responsible for structural repairs, including foundation and slab, roof repair or replacement and restoration following a casualty event, and at several properties we are responsible for certain expenses related to the operation and maintenance of the property.

        Our typical lease provides for contractual rent increases periodically throughout the term of the lease or for rent increases pursuant to a formula based on the consumer price index. Some of our leases provide for minimum rents supplemented by additional payments based on sales derived from the property subject to the lease. Such additional payments were not a material part of our 2014 rental revenueslease (i.e., percentage rent). Percentage rent contributed, and are notis expected to becontribute, a material part of ournominal amount to 2015 rental revenues.income and 2016 rental income, respectively.


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        OurGenerally, our strategy has beenis to acquire properties that are subject to existing long-term leases or to enter into long-term leases with our tenants. Our leases generally provide the tenant with one or more renewal options.

        The following table sets forth scheduled lease expirations of leases for our properties as of December 31, 2014 (other than our Cherry Hill, New Jersey and Morrow, Georgia properties which were disposed of in January 2015):2015:

Year of Lease Expiration(1)
 Number of
Expiring Leases
 Approximate Square
Footage Subject to
Expiring Leases
 2015 Contractual
Rental Income Under
Expiring Leases
 Percent of 2015
Contractual
Rental Income
Represented by
Expiring Leases
  Number of
Expiring Leases
 Approximate Square
Footage Subject to
Expiring Leases
 2016 Contractual
Rental Income Under
Expiring Leases
 Percent of 2016
Contractual
Rental Income
Represented by
Expiring Leases
 

2015(2)

 8 439,385 1,713,238 3.2%

2016

 14 456,882 3,805,534 7.1 

2016(2)

 11 271,040 $1,492,034 2.6%

2017

 11 107,008 2,134,068 4.0  20 138,672 2,525,827 4.4 

2018

 18 394,055 5,564,863 10.4 

2018(3)

 20 368,097 4,197,408 7.3 

2019

 6 146,303 1,915,218 3.6  10 124,648 1,665,909 2.9 

2020

 8 185,108 4,560,783 8.6  10 142,008 2,913,573 5.1 

2021

 8 179,286 1,754,300 3.3  13 438,564 3,836,682 6.7 

2022

 11 1,371,615 11,001,473 20.6  14 1,894,794 13,542,281 23.6 

2023

 5 545,092 3,851,903 7.2  7 562,820 4,046,758 7.1 

2024 and thereafter

 27 1,877,152 17,043,332 32.0 

2024

 5 377,222 1,909,589 3.3 

2025 and thereafter

 37 2,495,996 21,143,361 37.0 

 116 5,701,886 $53,344,712 100.0% 147 6,813,861 $57,273,422 100.0%

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

(2)
Subsequent to December 31, 2014,2015, two leases accounting for an aggregate of $460,642 of the $1,492,034, or 30.9%, of 2016 contractual rental income associated with the leases scheduled to expire in 2016, were extended until 2021 and 2023.

(3)
Subsequent to December 31, 2015, a lease that accounts for $1,160,320 of 45,974 square feetthe $4,197,408, or 27.6%, of retail space expired. This property accounted for $494,000 of2016 contractual rental income with respect to leases expiring in 2014.2018, was extended until 2028.

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Financing, Re-Renting and Disposition of Our Properties

        Our charter documents do not limit the level of debt we may incur. Our revolving credit facility matures on December 31, 2018 and, among other things, limits total debt that we may incur to 70% of the value of our properties (as determined pursuant to the credit facility). We borrow funds on a secured and unsecured basis and intend to continue to do so in the future.

        We mortgage specific properties on a non-recourse basis, subject to the standard carve-outs described under "Item 2. Properties—Mortgage Debt", to enhance the return on our investment in a specific property. The proceeds of mortgage loans may be used for property acquisitions, investments in joint ventures or other entities that own real property, to reduce bank debt and for working capital purposes. The funds available pursuant to our credit facility may be used to payoff existing mortgages, fund the acquisition of additional properties, and to a more limited extent, to invest in joint ventures and for working capital. Net proceeds received from the sale, financing or refinancing of properties are generally required to be used to repay amounts outstanding under our credit facility.

        With respect to properties we acquire on a free and clear basis, we usually seek to obtain long-term fixed-rate mortgage financing, when available at acceptable terms, shortly after the acquisition of such property to avoid the risk of movement of interest rates and fluctuating supply and demand in the mortgage markets. We also will acquire a property that is subject to (and will assume) a


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fixed-rate mortgage. Substantially all of our mortgages provide for amortization of part of the principal balance during the term, thereby reducing the refinancing risk at maturity. Some of our properties may be financed on a cross-defaulted or cross-collateralized basis, and we may collateralize a single financing with more than one property.

        After termination or expiration of any lease relating to any of our properties, we will seek to re-rent or sell such property in a manner that will maximize the return to us, considering, among other factors, the income potential and market value of such property. We acquire properties for long-term investment for income purposes and do not typically engage in the turnover of investments. We will consider the sale of a property if a sale appears advantageous in view of our investment objectives. If there is a substantial tax gain, we may seek to enter into a tax deferred transaction and reinvest the proceeds in another property. Cash realized from the sale of properties, net of required payoffs of the related mortgage debt, if any, required paydowns of our credit facility, and of any distributions to stockholders, is available for general working capital purposes and the acquisition of additional properties.

Our Joint Ventures

        As of December 31, 2014,2015, we participated in five joint ventures that own an aggregate of five properties, with approximately 924,000967,000 rentable square feet of space. Four of the properties are retail properties and one is an industrial property. We own 50% of the equity interest in all of these joint ventures. At December 31, 2014,2015, our investment in joint ventures was approximately $4.9$11.4 million.

        Based on the leases in effect at December 31, 2014,2015, we anticipate that our share of rental incomethe base rent payable in 2016 to our joint ventures in 2015 will beis approximately $1.5$2.7 million. The leasesLeases for two properties are expected to contribute 78.1%88.4% of the aggregate projected rental incomebase rent payable to all of our joint ventures in 20152016. Leases with respect to 7.2%, 62.5% and expire30.3% of the aggregate projected base rent payable to all of our joint ventures in 20212016, is payable pursuant to leases expiring from 2016 to 2017, from 2018 to 2019, and 2022.thereafter, respectively.

Competition

        We face competition for the acquisition of properties from a variety of investors, including domestic and foreign corporations and real estate companies, financial institutions, insurance companies, pension funds, investment funds, other REITs and individuals, some of which have significant advantages over us, including a larger, more diverse group of properties and greater financial and other resources than we have.


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Our Structure

        Nine employees, including Patrick J. Callan, Jr., our Presidentpresident and Chief Executive Officer,chief executive officer, Lawrence G. Ricketts, Jr., our Executive Vice Presidentexecutive vice president and Chief Operating Officer,chief operating officer, Justin Clair, a Vice-President,vice-president, Karen Dunleavy, Vice President-Financialvice president-financial and five other employees, devote all of their business time to us. Our other executive, administrative, legal, accounting and clerical personnel shareprovide their services to us on a part-time basis with uspursuant to the compensation and other affiliated entities that share our executive offices.services agreement described below.

        We entered into a compensation and services agreement with Majestic Property Management Corp., effective as of January 1, 2007. Majestic Property is wholly-owned by our vice chairman of the board and it provides compensation to certain of our executive officers. Pursuant to this agreement, we pay an annual fee to Majestic Property and Majestic Property provides us with the services of all affiliated executive, administrative, legal, accounting and clerical personnel that we use on a part time basis, as well as property management services, property acquisition, sales and leasing and mortgage


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brokerage services. The fees we pay Majestic Property are negotiated by us and Majestic Property and are approved by our audit committee and independent directors.

        In 2014,2015, pursuant to the compensation and services agreement, we paid Majestic Property a fee of approximately $2.7$2.3 million (including $892,500 for property management services) and $186,000$196,000 for our share of all direct office expenses, including, among other expenses, rent, telephone, postage, computer services and internet usage. See Note 10Effective January 1, 2016, in lieu of a fixed fee for the property management services provided pursuant to our consolidated financial statements for information regarding equity awardsthis agreement, we will pay Majestic Property 1.5% and 2.0% of the rental payments (including tenant reimbursements) actually received by us from net lease tenants and operating lease tenants, respectively, and will not pay Majestic Property property management fees with respect to individuals performing servicesproperties managed by third parties. Based on our behalf.portfolio of properties at December 31, 2015, we estimate that the property management fee in 2016 will be approximately $1.0 million.

        We believe that the compensation and services agreement allows us to benefit from (i) access to, and from the services of, a group of senior executives with significant knowledge and experience in the real estate industry and our company.company, (ii) other individuals who perform services on our behalf, and (iii) general economies of scale. If not for this agreement, we believe that a company of our size would not have access to the skills and expertise of these executives at the cost that we have incurred and will incur in the future. For a description of the background of our management, please see the information under the heading "Executive Officers" in Part I of this Annual Report. See Note 11 to our consolidated financial statements for information regarding equity awards to individuals performing services on our behalf pursuant to the compensation and services agreement.

Available Information

        Our Internet address is www.onelibertyproperties.com. On the Investor Information page of our web site, we post the following filings as soon as reasonably practicable after they are electronically filed with or furnished to the Securities and Exchange Commission (the "SEC"): our annual report on Form 10-K, our quarterly reports on Form 10-Q, our current reports on Form 8-K, and any amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended. All such filings on our Investor Information Web page, which also includes Forms 3, 4 and 5 filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, as amended, are available to be viewed free of charge.

        On the Corporate Governance page of our web site, we post the following charters and guidelines: Audit Committee Charter, Compensation Committee Charter, Nominating and Corporate Governance Committee Charter, Corporate Governance Guidelines and Code of Business Conduct and Ethics, as amended and restated. All such documents on our Corporate Governance Web page are available to be viewed free of charge.

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


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Forward-Looking Statements

        This Annual Report on Form 10-K, together with other statements and information publicly disseminated by us, contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. We intend such forward-looking statements to be covered by the safe harbor provision for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and


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include this statement for purposes of complying with these safe harbor provisions. Forward-looking statements, which are based on certain assumptions and describe our future plans, strategies and expectations, are generally identifiable by use of the words "may," "will," "could," "believe," "expect," "intend," "anticipate," "estimate," "project," or similar expressions or variations thereof. You should not rely on forward-looking statements since they involve known and unknown risks, uncertainties and other factors which are, in some cases, beyond our control and which could materially affect actual results, performance or achievements. Factors which may cause actual results to differ materially from current expectations include, but are not limited to:

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

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

Item 1A.    Risk Factors.

        Set forth below is a discussion of certain risks affecting our business. The categorization of risks set forth below is meant to help you better understand the risks facing our business and is not intended to limit your consideration of the possible effects of these risks to the listed categories. Any adverse effects arising


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from the realization of any of the risks discussed, including our financial condition and results of operation, may, and likely will, adversely affect many aspects of our business.

        In addition to the other information contained or incorporated by reference in this Form 10-K, readers should carefully consider the following risk factors:


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Risks Related to Our Business

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

        Substantially all of our revenues are derived from rental income paid by our tenants. From 20152016 through 2017,2018, leases with respect to 3351 tenants that account for 14.3% of our 20152016 contractual rental income, expire. If our tenants, and in particular, our significant tenants, (i) do not renew their leases upon the expiration of same, (ii) default on their obligations or (iii) seek rent relief, lease renegotiation or other accommodations, our revenues could decline. At the same time, we would remain responsible for the payment of the mortgage obligations with respect to the related properties and would become responsible for the operating expenses related to these properties, including, among other things, real estate taxes, maintenance and insurance. In addition, we may incur expenses in enforcing our rights as landlord. Even if we find replacement tenants or renegotiate leases with current tenants, the terms of the new or renegotiated leases, including the cost of required renovations or concessions to tenants, or the expense of the reconfiguration of a single tenancy property for use by multiple tenants, may be less favorable than current lease terms and could reduce the amount of cash available to meet expenses and pay distributions.distributions.Since June 2015, a tenant at a Philadelphia, Pennsylvania property (i.e., Pathmark) and a tenant at a Greenwood Village, Colorado property (i.e.,Sports Authority) have sought bankruptcy protection. While we believe we will find replacement tenants for these properties, no assurance can be given that we will be successful in this regard.

Approximately 56.1%53.8% of our 20152016 contractual rental income is derived from tenants operating in the retail industry and the failure of those tenants to pay rent would significantly reduce our revenues.

        Approximately 56.1%53.8% of our 20152016 contractual rental income is derived from retail tenants, including 10.9%10.2% and 5.8%4.2%, from tenants engaged in retail furniture (i.e., Haverty's,Haverty Furniture, which accounts for 8.6%8.0% of 20152016 contractual rental income) and office supply activities (i.e., Office Depot, which accounts for 5.8%4.2% of 20152016 contractual rental income), respectively.

        Various factors could cause our retail tenants to close their locations, including difficult economic conditions and corporate merger activity. Corporate merger activity, such as the contemplatedproposed merger between Office Depot and Staples, may result in the closure of duplicate or geographically overlapping retail locations. Based on our analysis, fourthree of our eightseven Office Depot properties will overlap geographically with Staples' properties—as a result, the company resulting from this contemplatedproposed merger, if it is completed, may determine to close one or more of such locations. The failure of our retail tenants to meet their lease obligations, including rent payment obligations, due to difficult economic conditions, corporate merger activity and otherwise, may make it difficult for us to satisfy our operating and debt service requirements, make capital expenditures and make distributions to stockholders.

Approximately 29.8%26.7% of our 20152016 contractual rental income is derived from five tenants. The default, financial distress or failure of any of these tenants could significantly reduce our revenues.

        Haverty Furniture, Office Depot, LA Fitness, Northern Tool, and Ferguson Enterprises and Office Depot account for approximately 8.6%8.0%, 5.8%5.4%, 5.7%4.8%, 5.1%4.3% and 4.6%4.2%, respectively, of our 20152016 contractual rental income. The default, financial distress or bankruptcy of any of these tenants could cause interruptions in the receipt of, or the loss of, a significant amount of rental income and would require us to pay operating expenses (including real estate taxes) currently paid by the tenant. This could also result in the vacancy of the property or properties occupied by the defaulting tenant, which would significantly reduce our rental revenues and net income until the re-rental of the property or properties, and could decrease the ultimate sale value of the property.


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

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

Competition that traditional retail tenants face from on-line retail sales could adversely affect our business.

        Our retail tenants face increasing competition from on-line retailers. On-line retailers may be able to provide customers with better pricing and the ease and comfort of shopping from their home or office. Internet sales have been obtaining an increasing percentage of retail sales over the past few years and this trend is expected to continue. The continued growth of on-line sales could decrease the need for traditional retail outlets and reduce retailers' space and property requirements. This could adversely impact our ability to rent space at our retail properties and increase competition for retail tenants thereby reducing the rent we would receive at these properties and adversely affectingaffect our results of operations and financial condition.

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

        We had, as of December 31, 2014, $292.02015, $326.6 million in mortgage debt outstanding, all of which is non-recourse (subject to standard carve-outs) and our ratio of mortgage debt to total assets was 49.5%51.2%. Our joint ventures had $17.2$36.8 million in total mortgage indebtedness (all of which is non-recourse, subject to standard carve-outs). The risks associated with our mortgage debt and the mortgage debt of our joint ventures include the risk that cash flow from properties securing the indebtedness and our available cash and cash equivalents and short-term investments will be insufficient to meet required payments of principal and interest.

        Generally, only a relatively small portion of the principal of our mortgage indebtedness will be repaid prior to or at maturity and we do not plan to retain sufficient cash to repay such indebtedness at maturity. Accordingly, to meet these obligations if they cannot be refinanced at maturity, we will have to use funds available under our credit facility, if any, and our available cash and cash equivalents to pay our mortgage debt or seek to raise funds through the financing of unencumbered properties, sale of properties or the issuance of additional equity. From 20152016 through 2019,2020, approximately $120.2$103.8 million of our mortgage debt matures—specifically, $22.0 million in 2015, $33.0$31.0 million in 2016, $29.9$23.3 million in 2017, $19.7$19.1 million in 2018, and $15.6$17.4 million in 2019.2019 and $13.0 million in 2020. With respect to our joint ventures, approximately $17.2$7.9 million of mortgage debt matures from 20152016 through 2019—2020—specifically, $13.6$866,000 in 2016, $912,000 in 2017, $4.3 million in 2015, $94,0002018, $877,000 in 2016, $101,0002019, and $911,000 in 2017, $3.4 million in 2018.2020. If we (or our joint ventures) are unsuccessful in refinancing or extending existing mortgage indebtedness or financing unencumbered properties, selling properties on favorable terms or raising additional equity, our cash flow (or the cash flow of a joint venture) will not be sufficient to repay all maturing mortgage debt when payments become due, and we (or a joint venture) may be forced to dispose of properties on disadvantageous terms or convey properties secured by mortgages to the mortgagees, which would lower our revenues and the value of our portfolio.


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        We may find that the value of a property could be less than the mortgage secured by such property. We may also have to decide whether we should refinance or pay off a mortgage on a property at which the mortgage matures prior to lease expiration and the tenant may not renew the lease. For example, a tenant leasing a property with a net book value of approximately $2.8 million and generating approximately 2.9% of 2015 contractual rental income has indicated it may not renew the lease when it expires in 2020, generating uncertainty as to whether we should refinance or payoff the mortgage maturing in 2015 or surrender the property to the mortgagee. In these types of situations, after evaluating various factors, including among other things, the tenant's competitive position in the applicable submarket, our and our tenant's estimates of its prospects, consideration of alternative uses and opportunities to re-purpose or re-let the property, we may seek to renegotiate the terms of the mortgage, or to the extent that the loan is non-recourse and the terms of the mortgage cannot be satisfactorily renegotiated, forfeit the property by conveying it to the mortgagee and writing off our investment.

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

        The terms of our revolving credit facility limit our ability to incur indebtedness, including limiting the total indebtedness that we may incur to an amount equal to 70% of the value (as defined in the credit facility) of our properties. Increased leverage could result in increased risk of default on our payment obligations related to borrowings and in an increase in debt service requirements, which could reduce our net income and the amount of cash available to meet expenses and to make distributions to our stockholders.

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

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

        Failure to meet interest and other payment obligations under our revolving credit facility or a breach by us of the covenants to maintain the financial ratios would place us in default under our credit facility, and, if the banks called a default and required us to repay the full amount outstanding under the credit facility, we might be required to rapidly dispose of our properties, which could have an adverse impact on the amounts we receive on such disposition. If we are unable to dispose of our properties in a timely fashion to the satisfaction of the banks, the banks could foreclose on that portion of our collateral pledged to the banks, which could result in the disposition of our properties at below market values. The disposition of our properties at below our carrying value would adversely affect our net income, reduce our stockholders' equity and adversely affect our ability to pay distributions to our stockholders.

Impairment charges against owned real estate may not be adequate to cover actual losses.

        Impairment charges are based on an evaluation of known risks and economic factors. The determination of an appropriate level of impairment charges is an inherently difficult process and is based on numerous assumptions. The amount of impairment charges of real estate is susceptible to changes in economic, operating and other conditions that are largely beyond our control. Any impairment charges that we may take may not be adequate to cover actual losses and we may need to take additional impairment charges in the future. Actual losses and additional impairment charges in the future could materially affect our results of operations.


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

        ReducedIncreases in interest rates or reduced access to credit markets or increases in interest rates may make it difficult for us to securefinance or refinance mortgage debt, limit the mortgage debt available on properties we wish to acquire and limit the properties we can acquire. Even in the event that we are able to secure mortgage debt on, or otherwise finance our real estate properties, due to increased costs associated with securing financing and other factors beyond our control, we may be unable to refinance the entire outstanding loan balance or be subject to unfavorable terms (such as higher loan fees, interest rates and periodic payments) if we do refinance the loan balance. Either of these results could reduce income from those properties and reduce cash available for distribution, which may adversely affect the investment goals of our stockholders.

        Interest rates have been at historically low levels the past several years. If we are required to refinance mortgage debt that matures over the next several years at higher interest rates than such mortgage debt currently bears, the funds available for distribution to stockholders may be significantly reduced. The following table sets forth scheduled principal (excluding amortization) mortgage payments due on our properties as of December 31, 2015 and the weighted average interest rate thereon (dollars in thousands):

Year
 Principal
Payments
Due
 Weighted
Average Interest
Rate
 

2016

 $23,064  5.78%

2017

  14,282  5.41 

2018

  10,260  4.26 

2019

  8,332  4.31 

2020

  3,431  5.75 

2021 and thereafter

  155,690  4.51 

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

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

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

        Substantially all of our tenants obtain, for our benefit, comprehensive insurance covering our properties in amounts that are intended to be sufficient to provide for the replacement of the improvements at each property. However, the amount of insurance coverage maintained for any property may not be sufficient to pay the full replacement cost of the improvements at the property following a casualty event. In addition, the rent loss coverage under the policy may not extend for the full period of time that a tenant may be entitled to a rent abatement as a result of, or that may be


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

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

        We are subject to the general risks of investing in real estate. These include adverse changes in economic conditions and local conditions such as changing demographics, retailing trends and traffic patterns, declines in the rental rates, changes in the supply and price of quality properties and the market supply and demand of competing properties, the impact of environmental laws, security concerns, prepayment penalties applicable under mortgage financings, changes in tax, zoning, building


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code, fire safety and other laws and regulations, the type of insurance coverage available in the market, and changes in the type, capacity and sophistication of building systems. Approximately 56.1%53.8% and 20.8%22.7% of our 20152016 contractual rental income is expected to come from retail and industrial tenants, respectively, and we are vulnerable to economic declines that negatively impact these sectors of the economy, which could have an adverse effect on our results of operations, liquidity and financial condition.

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

        We are subject to the general risks of investing in leased real estate. These include the non-performance of lease obligations by tenants, leasehold improvements that will be costly or difficult to remove should it become necessary to re-rent the leased space for other uses, covenants in certain retail leases that limit the types of tenants to which available space can be rented (which may limit demand or reduce the rents realized on re-renting), rights of termination of leases due to events of casualty or condemnation affecting the leased space or the property or due to interruption of the tenant's quiet enjoyment of the leased premises, and obligations of a landlord to restore the leased premises or the property following events of casualty or condemnation. The occurrence of any of these events could adversely impact our results of operations, liquidity and financial condition.

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

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


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

        TheMany of the properties we own may beare located in the same or a limited number of geographic regions. Approximately 46.7%42.6% of our 20152016 contractual rental income will be derived from properties located in five states—Texas (11.7%(11.3%), New York (10.5%(9.5%), Pennsylvania (8.6%South Carolina (7.5%), Georgia (8.0%(7.3%) and South Carolina (7.9%Pennsylvania (7.0%). At December 31, 2014,2015, approximately 47.5%41.6% of the net book value of our real estate investments was located in five states—Texas (12.5%(11.3%), South Carolina (10.2%(9.1%), Pennsylvania (9.0%(8.2%), Maryland (7.5%(6.7%) and Georgia (7.3%(6.3%). As a result, a decline in the economic conditions in these regions (including a decline in Texas as a result of challenges facing the oil industry) or in regions where our properties may be concentrated in the future, may have an adverse effect on the rental and occupancy rates for, and the property values of, these properties, which could lead to a reduction in our rental income and in the results of operations.

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

        We have been, and in the future will be, subject to significant competition for attractive investment opportunities from other real estate investors, many of which have greater financial resources than us, including publicly-traded REITs, non-traded REITs, insurance companies, commercial and investment banking firms, private institutional funds, hedge funds, private equity funds and other investors. We may not be able to compete successfully for investments. If we pay higher prices for investments, our


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returns may be lower and the value of our assets may not increase or may decrease significantly below the amount we paid for such assets. If such events occur, we may experience lower returns on our investments.

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

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

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

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


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Our current and future investments in joint ventures could be adversely affected by the lack of sole decision making authority, reliance on joint venture partners' financial condition, and any dispute that may arise between our joint venture partners and us.

        A number of properties in which we have an interest are owned through joint ventures (including both consolidated and unconsolidated joint ventures). Specifically, with respect to our (i) consolidated joint ventures, we own five properties that accounted for 4.5% of 2015 rental income with one joint venture partner and its affiliates (and we own one property with this same joint venture partner through an unconsolidated joint venture) and two properties that accounted for 3.4% of 2015 rental income with another joint venture partner and its affiliates, and (ii) unconsolidated joint ventures, we own three properties with one joint venture partner and its affiliates, which properties accounted in 2015 for $107,000 of equity in earnings of unconsolidated joint ventures. We may continue to acquire properties through joint ventures and/or contribute some of our properties to joint ventures. Investments in joint ventures may, under certain circumstances, involve risks not present when a third party is not involved, including the possibility that joint venture partners might file for bankruptcy protection, or fail to fund their share of required capital contributions. Further, joint venture partners may have conflicting business interests or goals, and as a result there is the potential risk of impasses on decisions, such as a sale.sale and the timing thereof. Any disputes that may arise between joint venture partners and us may result in litigation or arbitration that would increase our expenses and prevent our officers and/or directors from focusing their time and effort on our business. Consequently, actions by or disputes with joint venture partners might result in subjecting properties owned by the joint venture to additional risk.

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

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


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        We cannot provide any assurance that existing environmental studies with respect to any of our properties reveal all potential environmental liabilities, that any prior owner of a property did not create any material environmental condition not known to us, or that a material environmental condition does not otherwise exist, or may not exist in the future, as to any one or more of our properties. If a material environmental condition does in fact exist, or exists in the future, the remediation costs could have a material adverse impact upon our results of operations, liquidity and financial condition.

Compliance with the Americans with Disabilities Act could be costly.

        Under the Americans with Disabilities Act of 1990, all public accommodations must meet Federal requirements for access and use by disabled persons. A determination that our properties do not


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comply with the Americans with Disabilities Act could result in liability for both governmental fines and damages. If we are required to make unanticipated major modifications to any of our properties to comply with the Americans with Disabilities Act, which are determined not to be the responsibility of our tenants, we could incur unanticipated expenses that could have an adverse impact upon our results of operations, liquidity and financial condition.

Our senior management and other key personnel are critical to our business and our future success depends on our ability to retain them.

        We depend on the services of Matthew J. Gould, chairman of our Boardboard of Directors,directors, Fredric H. Gould, vice chairman of our Boardboard of Directors,directors, Patrick J. Callan, Jr., our president and chief executive officer, Lawrence G. Ricketts, Jr., our executive vice president and chief operating officer, Karen Dunleavy, our Vice President—Financial,vice president—financial, and other members of our senior management to carry out our business and investment strategies. Only three of our senior officers, Messrs. Callan and Ricketts, and Ms. Dunleavy, devote all of their business time to us. The remainder of our senior management provides services to us on a part-time, as-needed basis. The loss of the services of any of our senior management or other key personnel, the inability or failure of the members of senior management providing services to us on a part-time basis to devote sufficient time or attention to our activities or our inability to recruit and retain qualified personnel in the future, could impair our ability to carry out our business and investment strategies.

Our transactions with affiliated entities involve conflicts of interest.

        From time to time we have entered into transactions with persons and entities affiliated with us and with certain of our officers and directors. Such transactions involve a potential conflict of interest, and entail a risk that we could have obtained more favorable terms if we had entered into such transaction with an unaffiliated third party. Our policy for transactions with affiliates is to have these transactions approved by our audit committee. We entered into a compensation and services agreement with Majestic Property effective as of January 1, 2007. Majestic Property is wholly-owned by the vice-chairman of our Boardboard of Directorsdirectors and it provides compensation to certain of our part-time senior executive officers.officers and other individuals performing services on our behalf. Pursuant to the compensation and services agreement, we pay an annual fee to Majestic Property which provides us with the services of all affiliated executive, administrative, legal, accounting and clerical personnel that we use on a part time basis, as well as property management services, property acquisition, sales and leasing and mortgage brokerage services. In 2014,2015, pursuant to the compensation and services agreement, we paid Majestic Property a fee of $2.7$2.3 million and an additional $186,000$196,000 for our share of all direct office expenses, including rent, telephone, postage, computer services, and internet usage. We also obtain our property insurance in conjunction with Gould Investors L.P., our affiliate, and in 2014,2015, reimbursed Gould Investors $400,000$520,000 for our share of the insurance premiums paid by Gould.Gould Investors. Gould Investors beneficially owns approximately 10.5%10.6% of our outstanding common stock and certain of our senior executive officers are also executive officers of the


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managing general partner of Gould Investors. See Note 9 toNote11 of our consolidated financial statements for information regarding equity awards to individuals performing services on our behalf.behalf pursuant to the compensation and services agreement.

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

        We have diversified our cash and cash equivalents between several banking institutions in an attempt to minimize exposure to any one of these entities. However, the Federal Deposit Insurance Corporation or "FDIC," only insures accounts in amounts up to $250,000 per depositor per insured bank. We currently have cash and cash equivalents deposited in certain financial institutions significantly in excess


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of federally insured levels. If any of the banking institutions in which we have deposited funds ultimately fails, we may lose our deposits over $250,000. The loss of our deposits may have an adverse effect on our financial condition.

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

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

Risks Related to the REIT Industry

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

        We operate so as to qualify as a REIT under the Internal Revenue Code of 1986, as amended. Qualification as a REIT involves the application of technical and complex legal provisions for which there are limited judicial and administrative interpretations. The determination of various factual matters and circumstances not entirely within our control may affect our ability to qualify as a REIT. In addition, no assurance can be given that legislation, new regulations, administrative interpretations or court decisions will not significantly change the tax laws with respect to qualification as a REIT or the federal income tax consequences of such qualification. If we fail to quality as a REIT, we will be subject to federal, certain additional state and local income tax (including any applicable alternative minimum tax) on our taxable income at regular corporate rates and would not be allowed a deduction in computing our taxable income for amounts distributed to stockholders. In addition, unless entitled to relief under certain statutory provisions, we would be disqualified from treatment as a REIT for the four taxable years following the year during which qualification is lost. The additional tax would reduce significantly our net income and the cash available for distributions to stockholders.

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

        To obtain the favorable tax treatment associated with being a REIT, we generally are required, among other things, to distribute to our stockholders at least 90% of our ordinary taxable income (subject to certain adjustments) each year. To the extent that we satisfy these distribution requirements, but distribute less than 100% of our taxable income we will be subject to Federal corporate tax on our undistributed taxable income.

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


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

        In order to qualify as a REIT for Federal income tax purposes, we must continually satisfy tests concerning, among other things, our sources of income, the amounts we distribute to our stockholders


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and the ownership of our stock. We may also be required to make distributions to stockholders at disadvantageous times or when we do not have funds readily available for distribution. Accordingly, compliance with REIT requirements may hinder our ability to operate solely on the basis of maximizing profits.

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

Item 1B.    Unresolved Staff Comments.

        None.



EXECUTIVE OFFICERS

        Set forth below is a list of our executive officers whose terms expire at our 2015 annual board of directors' meeting. The business history of our officers, who are also directors, will be provided in our proxy statement to be filed pursuant to Regulation 14A not later than April 30, 2015.

NAME
AGEPOSITION WITH THE COMPANY

Matthew J. Gould*

55Chairman of the Board

Fredric H. Gould*

79Vice Chairman of the Board

Patrick J. Callan, Jr. 

52President, Chief Executive Officer and Director

Lawrence G. Ricketts, Jr. 

38Executive Vice President and Chief Operating Officer

Jeffrey A. Gould*

49Senior Vice President and Director

David W. Kalish***

67Senior Vice President and Chief Financial Officer

Mark H. Lundy**

52Senior Vice President and Secretary

Israel Rosenzweig

67Senior Vice President

Simeon Brinberg**

81Senior Counsel

Karen Dunleavy

56Vice President, Financial

Alysa Block

54Treasurer

Richard M. Figueroa

47Vice President and Assistant Secretary

Isaac Kalish***

39Vice President and Assistant Treasurer

Justin Clair

32Vice President

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

**
Mark H. Lundy is Simeon Brinberg's son-in-law.

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

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

        David W. Kalish.    Mr. Kalish has served as our Senior Vice President and Chief Financial Officer since 1990 and as Senior Vice President, Finance of BRT Realty Trust since 1998. Since 1990, he has served as Vice President and Chief Financial Officer of the managing general partner of Gould


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Investors L.P., a master limited partnership involved primarily in the ownership and operation of a diversified portfolio of real estate assets. Mr. Kalish is a certified public accountant.

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

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

        Simeon Brinberg.    Mr. Brinberg served as our Senior Vice President from 1989 through 2013. He served as Secretary of BRT Realty Trust from 1983 through 2013, as Senior Vice President of BRT from 1988 through 2014 and as Vice President of the managing general partner of Gould Investors since 1988. Mr. Brinberg is an attorney admitted to practice in New York.

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

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

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

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

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

Item 2.    Properties.

        As of December 31, 2014,2015, we own 110107 properties with an aggregate net book value of $515.0$562.3 million and participate in joint ventures that own five properties. Our occupancy rate, based on total rentable square footage, was 98.3%98.4% and 99.6%98.3% as of December 31, 20142015 and 2013,2014, respectively. The occupancy rate of our joint venture properties, based on total rentable square footage, iswas 97.6% and 100% as of December 31, 2015 and 2014, and 2013.


Table of Contentsrespectively.

Our Properties

        The following table summarizes as of December 31, 20142015 information about our properties:

Location
 Type of Property Percentage
of 2015
Contractual
Rental Income
 Approximate
Square Footage
of Building
 2015
Contractual
Rental Income
per
Square Foot
  Type of Property Percentage
of 2016
Contractual
Rental Income
 Approximate
Square Footage
of Building
 2016
Contractual
Rental Income
per Leased
Square Foot
 

Fort Mill, SC

 Industrial 5.1% 701,595 $3.84  Industrial 4.8% 701,595 $3.90 

Baltimore, MD

 Industrial 4.6 367,000 6.72  Industrial 4.3 367,000 6.72 

Royersford, PA(1)

 Retail 3.8 194,600 10.56  Retail 3.5 194,600 10.24 

Round Rock, TX

 Assisted Living Facility 3.5 87,560 21.30  Assisted Living Facility 3.4 87,560 21.93 

Hauppauge, NY

 Flex 3.1 149,870 11.02  Flex 3.0 149,870 11.30 

Greensboro, NC

 Theater 2.9 61,213 25.60  Theater 2.8 61,213 25.93 

W. Hartford, CT(2)

 Retail—Supermarket 2.6 47,174 29.54  Retail—Supermarket 2.7 47,174 32.97 

Littleton, CO(2)

 Retail 2.4 101,596 13.72 

Delport, MO

 Industrial 2.4 339,094 4.06 

Secaucus, NJ

 Health & Fitness 2.5 44,863 29.93  Health & Fitness 2.4 44,863 30.40 

Lincoln, NE

 Retail 2.1 112,260 10.75 

Brooklyn, NY

 Office 2.2 66,000 18.15  Office 2.1 66,000 18.15 

McCalla, AL

 Industrial 2.1 294,000 4.02 

Knoxville, TN

 Retail 2.2 35,330 32.84  Retail 2.0 35,330 32.84 

Lakemoor, IL(3)

 Apartments 1.9 480,684 2.29 

Philadelphia, PA

 Industrial 2.0 166,000 6.37  Industrial 1.9 166,000 6.53 

Fort Mill, SC

 Flex 2.0 303,188 3.48  Flex 1.9 303,188 3.55 

Tucker, GA

 Health & Fitness 1.8 58,800 16.67  Health & Fitness 1.7 58,800 16.67 

El Paso, TX(3)(4)

 Retail 1.6 109,205 8.32 

Kansas City, MO

 Retail 1.5 88,807 8.77  Retail 1.4 88,807 8.81 

Hamilton, OH

 Health & Fitness 1.4 38,000 19.25  Health & Fitness 1.3 38,000 19.25 

Cedar Park, TX

 Retail—Furniture 1.3 50,810 13.88  Retail—Furniture 1.2 50,810 13.88 

Columbus, OH

 Retail—Furniture 1.3 96,924 7.13  Retail—Furniture 1.2 96,924 7.27 

Indianapolis, IN

 Theater 1.3 57,688 11.89  Theater 1.2 57,688 12.01 

El Paso, TX(3)(4)

 Retail 1.3 110,179 8.54 

Joppa, MD

 Industrial 1.3 258,710 2.62 

Indianapolis, IN

 Industrial 1.3 125,622 5.35  Industrial 1.2 125,622 5.35 

Lake Charles, LA(5)

 Retail 1.2 54,229 12.23 

Sandy Springs, GA(3)

 Apartments 1.1 215,124 3.02 

Houston, TX(6)

 Retail 1.1 42,446 14.53 

Ft. Myers, FL

 Retail 1.1 29,993 20.17 

Columbus, OH

 Industrial 1.2 100,220 6.55  Industrial 1.0 100,220 5.71 

Lake Charles, LA(4)

 Retail 1.2 54,229 11.95 

Ronkonkoma, NY(5)

 Flex 1.2 89,500 8.50 

Houston, TX(6)

 Retail 1.2 42,446 15.72 

Sandy Springs, GA(7)

 Apartments 1.1 215,124 2.82 

Ft. Myers, FL

 Retail 1.1 29,993 20.17 

Philadelphia, PA

 Retail—Supermarket 1.1 57,653 10.41 

Champaign, IL(7)

 Retail .9 50,530 10.53 

Chicago, IL

 Retail—Office Supply 1.1 23,939 24.62  Retail—Office Supply .9 23,939 22.16 

Kennesaw, GA

 Retail—Office Supply 1.0 32,052 17.35 

Saco, ME

 Industrial 1.0 91,400 5.82 

Wichita, KS

 Retail—Furniture 1.0 88,108 5.99  Retail—Furniture .9 88,108 5.99 

Clemmons, NC

 Retail 1.0 96,725 5.40  Retail .9 96,725 5.40 

New Hope, MN

 Industrial 1.0 122,461 4.18  Industrial .9 122,461 4.18 

Melville, NY

 Industrial .9 51,351 9.48  Industrial .9 51,351 9.67 

Athens, GA(8)

 Retail .9 41,280 11.63 

Greenwood Village, CO

 Retail .9 45,000 10.50 

New Hyde Park, NY

 Industrial .9 38,000 12.41 

Champaign, IL(9)

 Retail .9 50,530 9.30 

Cary, NC

 Retail—Office Supply .9 33,490 13.99 

Tyler, TX

 Retail—Furniture .9 72,000 6.36 

Onalaska, WI

 Retail .8 63,919 7.00 

Fayetteville, GA

 Retail—Furniture .8 65,951 6.57 

Houston, TX

 Retail .8 25,005 16.70 

Table of Contents

Location
 Type of Property Percentage
of 2015
Contractual
Rental Income
 Approximate
Square Footage
of Building
 2015
Contractual
Rental Income
per
Square Foot
  Type of Property Percentage
of 2016
Contractual
Rental Income
 Approximate
Square Footage
of Building
 2016
Contractual
Rental Income
per Leased
Square Foot
 

Athens, GA(8)

 Retail .8 41,280 11.63 

Ronkonkoma, NY(9)

 Flex .8 89,629 8.00 

Tyler, TX

 Retail—Furniture .8 72,000 6.36 

Greenwood Village, CO(10)

 Retail .8 45,000 10.04 

Louisville, KY

 Industrial .8 125,370 3.60 

Onalaska, WI

 Retail .8 63,919 7.00 

Cary, NC

 Retail—Office Supply .8 33,490 13.29 

Fayetteville, GA

 Retail—Furniture .8 65,951 6.57 

Houston, TX

 Retail .7 25,005 16.70 

Niles, IL

 Retail .7 33,089 12.09  Retail .7 33,089 12.49 

Highlands Ranch, CO

 Retail .7 43,480 9.12  Retail .7 43,480 9.12 

Eugene, OR

 Retail—Office Supply .7 24,978 15.66 

New Hyde Park, NY

 Industrial .7 38,000 10.36 

Kennesaw, GA

 Retail .7 32,138 12.03 

Richmond, VA

 Retail—Furniture .7 38,788 9.93  Retail—Furniture .7 38,788 9.93 

Amarillo, TX

 Retail—Furniture .7 72,227 5.31  Retail—Furniture .7 72,027 5.32 

Virginia Beach, VA

 Retail—Furniture .7 58,937 6.44  Retail—Furniture .7 58,937 6.44 

Selden, NY

 Retail .7 14,550 26.05  Retail .7 14,550 26.05 

Deptford, NJ

 Retail .7 25,358 14.90  Retail .7 25,358 14.90 

El Paso, TX

 Retail—Office Supply .7 25,000 14.54 

Eugene, OR

 Retail—Office Supply .6 24,978 14.88 

Newark, DE

 Retail .6 23,547 15.40 

Lexington, KY

 Retail—Furniture .7 30,173 11.78  Retail—Furniture .6 30,173 11.78 

Saco, ME

 Industrial .6 91,400 3.88 

Woodbury, MN

 Retail .7 49,406 7.00  Retail .6 49,406 7.00 

Duluth, GA

 Retail—Furniture .6 50,260 6.88  Retail—Furniture .6 50,260 6.88 

Newark, DE

 Retail .6 23,547 14.47 

El Paso, TX

 Retail—Office Supply .6 25,000 13.81 

Newport News, VA

 Retail—Furniture .6 49,865 6.69  Retail—Furniture .6 49,865 6.69 

Durham, NC

 Industrial .6 46,181 6.89 

Houston, TX

 Retail .6 20,087 15.50  Retail .5 20,087 15.50 

Hyannis, MA

 Retail .6 9,750 30.07  Retail .5 9,750 30.07 

Greensboro, NC

 Retail .5 12,950 22.08 

Hauppauge, NY

 Retail—Restaurant .5 7,000 40.73  Retail—Restaurant .5 7,000 40.73 

Batavia, NY

 Retail—Office Supply .5 23,483 12.10  Retail—Office Supply .5 23,483 12.10 

Somerville, MA

 Retail .5 12,054 23.23  Retail .5 12,054 23.23 

Greensboro, NC

 Retail .5 12,950 21.58 

Gurnee, IL

 Retail—Furniture .5 22,768 12.21  Retail—Furniture .5 22,768 12.21 

Naples, FL

 Retail—Furniture .5 15,912 17.00  Retail—Furniture .5 15,912 17.00 

Crystal Lake, IL

 Retail .5 32,446 8.27 

Pinellas Park, FL

 Industrial .5 53,064 5.03 

Bluffton, SC

 Retail—Furniture .5 35,011 7.47  Retail—Furniture .5 35,011 7.47 

Crystal Lake, IL

 Retail .5 32,446 8.00 

Carrollton, GA

 Retail—Restaurant .5 6,012 42.26  Retail—Restaurant .4 6,012 42.79 

Pinellas Park, FL

 Industrial .5 53,064 4.61 

Island Park, NY

 Retail—Restaurant .4 6,125 40.05 

Cartersville, GA

 Retail—Restaurant .5 5,635 42.55  Retail—Restaurant .4 5,635 43.08 

Island Park, NY

 Retail—Restaurant .4 6,125 37.55 

Richmond, VA

 Retail—Restaurant .4 9,367 24.15  Retail—Restaurant .4 9,367 24.46 

Greensboro, NC

 Retail—Restaurant .4 6,655 33.84  Retail—Restaurant .4 6,655 34.27 

Bolingbrook, IL

 Retail .4 33,111 6.74 

W. Hartford, CT(11)

 Retail .4   

Ann Arbor, MI

 Retail—Restaurant .4 7,945 27.47  Retail—Restaurant .4 7,945 27.47 

Vicksburg, MS

 Retail .4 2,790 73.30 

Bolingbrook, IL

 Retail .4 33,111 6.10 

W. Hartford, CT(10)

 Retail .4   

Kennesaw, GA

 Retail—Restaurant .3 4,051 49.20 

Cape Girardeau, MO

 Retail .4 13,502 14.71  Retail .3 13,502 14.71 

Myrtle Beach, SC

 Retail—Restaurant .4 6,734 29.39 

Miamisburg, OH

 Industrial .4 35,707 5.48 

Kennesaw, GA

 Retail—Restaurant .4 4,051 48.04 

Everett, MA

 Retail .4 18,572 10.39 

Lawrenceville, GA

 Retail—Restaurant .4 4,025 46.86 

Concord, NC

 Retail—Restaurant .4 4,749 38.99 

Killeen, TX

 Retail—Restaurant .3 7,470 24.61 

Flowood, MS

 Retail .3 4,505 40.78 

Monroe, LA

 Retail .3 2,756 64.35 

Bastrop, LA

 Retail .3 2,607 68.02 

D'Iberville, MS

 Retail .3 2,650 65.11 

Table of Contents

Location
 Type of Property Percentage
of 2015
Contractual
Rental Income
 Approximate
Square Footage
of Building
 2015
Contractual
Rental Income
per
Square Foot
  Type of Property Percentage
of 2016
Contractual
Rental Income
 Approximate
Square Footage
of Building
 2016
Contractual
Rental Income
per Leased
Square Foot
 

Kentwood, LA

 Retail .3 2,578 66.93 

Monroe, LA

 Retail .3 2,806 60.35 

Myrtle Beach, SC

 Retail—Restaurant .3 6,734 29.39 

Miamisburg, OH

 Industrial .3 35,707 5.48 

Everett, MA

 Retail .3 18,572 10.39 

Lawrenceville, GA

 Retail—Restaurant .3 4,025 47.44 

Killeen, TX

 Retail—Restaurant .3 7,470 24.98 

Concord, NC

 Retail—Restaurant .3 4,749 38.99 

Houston, TX

 Retail .3 12,000 14.00  Retail .3 12,000 14.00 

Vicksburg, MS

 Retail .3 4,505 37.24 

Indianapolis, IN

 Retail—Restaurant .3 12,820 12.86  Retail—Restaurant .3 12,820 12.86 

Marston Mills, MA

 Retail .3 8,775 18.00  Retail .3 8,775 18.00 

Monroeville, PA

 Retail .3 6,051 23.96  Retail .3 6,051 25.30 

Gettysburg, PA

 Retail—Restaurant .3 2,944 45.84  Retail—Restaurant .2 2,944 46.76 

Hanover, PA

 Retail—Restaurant .3 2,702 48.75  Retail—Restaurant .2 2,702 49.72 

West Palm Beach, FL

 Industrial .3 10,361 11.80  Industrial .2 10,361 11.98 

Palmyra, PA

 Retail—Restaurant .2 2,798 43.05  Retail—Restaurant .2 2,798 43.91 

Reading, PA

 Retail—Restaurant .2 2,551 46.65  Retail—Restaurant .2 2,551 47.58 

Reading, PA

 Retail—Restaurant .2 2,754 42.54  Retail—Restaurant .2 2,754 43.39 

Trexlertown, PA

 Retail—Restaurant .2 3,004 38.21  Retail—Restaurant .2 3,004 38.97 

Durham, NC

 Industrial .2 46,181 2.30 

Lawrence, KS

 Retail .2 8,600 12.21  Retail .2 8,600 12.21 

Seattle, WA

 Retail .1 3,038 21.40  Retail .1 3,038 23.04 

Rosenberg, TX

 Retail .1 8,000 7.99  Retail .1 8,000 7.99 

Cherry Hill, NJ(11)

 Retail  112,630  

Morrow, GA(11)

 Retail  50,400  

Louisville, KY

 Industrial .1 9,642 3.79 

Joppa, MD(12)

 Industrial  258,710  

Philadelphia, PA(13)

 Vacant  57,653  

 100.0% 5,914,958    100.0% 7,188,418   

(1)
This property is leased to twelve tenants. Contractual rental income per square foot excludes 2,200 vacant square feet. Approximately 27.9% of the square footage is leased to a supermarket.

(2)
TheThis property, a community shopping center, is leased to 26 tenants. Contractual rental income per square foot excludes 8,120 vacant square feet.

(3)
This property is ground leased to a supermarket. Additional parking for such property is identified inmulti-unit apartment complex owner/operator. See note 10 below.5 of our consolidated financial statements.

(3)(4)
Contractual rental income per square foot excludes 30,26216,593 vacant square feet. Subsequent to December 31, 2014, as a result of a lease expiration, an additional 45,9742015, 13,500 square feet at such property became vacant.was leased to a new tenant.

(4)(5)
This property has three tenants. Approximately 43.4% of the square footage is leased to a retail office supply operator.

(5)
Contractual rental income per square foot excludes 15,000 vacant square feet.

(6)
This property, a community shopping center, has 1516 tenants. Contractual rental income per square foot excludes 2,5801,380 vacant square feet.

(7)
This property is ground leased to a multi-unit apartment complex owner/operator. See note 3 of our consolidated financial statements.has two tenants.

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

(9)
This property has two tenants.Contractual rental income per square foot excludes 29,901 vacant square feet.


Table of Contents

(10)
ThisSports Authority, the tenant at this property, is the additional parking lotfiled for the property identifiedChapter 11 bankruptcy protection in note 2 above.March 2016.

(11)
This property provides additional parking for the W. Hartford, CT, retail supermarket.

(12)
The lease for this property expired on December 31, 2015. On January 7, 2016, a tenant leased this property for approximately 10 years.

(13)
This property was disposed ofoperated as a Pathmark supermarket. The tenant filed for Chapter 11 bankruptcy protection, rejected the lease and in January 2015.late September 2015, vacated the property. At December 31, 2015, the property is vacant.

Table of Contents

        The following table summarizes as of December 31, 20142015 information about the properties owned by joint ventures in which we are a venture partner. We own a 50% economic interest in each joint venture:

Location
 Type of
Property
 Percentage of
Rent Payable
in 2015
Contributed by the
Applicable
Joint Venture(1)
 Approximate
Square Footage
of Building(2)
 2015
Contractual
Rental
Income per
Square
Foot
  Type of
Property
 Percentage of
Rent Payable
in 2016
Contributed by the
Applicable
Joint Venture(1)
 Approximate
Square Footage
of Building(2)
 2016
Contractual
Rental
Income per
Leased
Square
Foot
 

Lincoln, NE

 Retail 40.4% 112,260 $10.75 

Manahawkin, NJ(3)

 Retail 67.9% 319,349 $11.69 

Milwaukee, WI

 Industrial 37.7 656,631 1.71  Industrial 20.5 492,644 2.28 

Savannah, GA

 Retail 12.2 45,973 7.95  Retail 6.7 45,973 7.95 

Savannah, GA

 Retail 8.3 101,550 2.44  Retail 4.5 101,550 2.44 

Savannah, GA

 Retail 1.4 7,959 5.36  Retail .4 7,959 2.97 

 100.0% 924,373    100.0% 967,475   

(1)
Represents the base rent payable in 20152016 with respect to such joint venture property, expressed as a percentage of the aggregate base rent payable in 20152016 with respect to all of our joint venture properties.

(2)
Approximate square footage indicated represents the total rentable square footage of the building owned by the joint venture.

(3)
This property, a community shopping center, is leased to 26 tenants. Contractual rental income per square foot excludes 23,568 vacant square feet.

Table of Contents

        As of December 31, 2014,2015, the 110107 properties owned by us are located in 2930 states. The following table sets forth information, presented by state, related to our properties as of December 31, 2014:2015:

State
 Number of
Properties
 2015
Contractual
Rental
Income
 Percentage of
2015
Contractual
Rental Income
 Approximate
Building
Square Feet
  Number of
Properties
 2016
Contractual
Rental
Income
 Percentage of
2016
Contractual
Rental Income
 Approximate
Building
Square Feet
 

Texas

 12 $6,228,419 11.7% 532,784  12 $6,485,624 11.3% 531,610 

New York

 9 5,619,775 10.5 445,879  9 5,452,729 9.5 446,008 

South Carolina

 4 4,272,232 7.5 1,046,528 

Georgia

 10 4,165,802 7.3 483,276 

Pennsylvania

 10 4,573,231 8.6 441,057  10 3,982,350 7.0 441,057 

Georgia

 11 4,279,805 8.0 533,590 

South Carolina

 4 4,210,693 7.9 1,046,528 

North Carolina

 7 3,565,587 6.7 261,963  7 3,358,765 5.9 261,963 

Illinois

 7 3,347,691 5.8 676,567 

Maryland

 2 3,145,743 5.9 625,710  2 2,466,630 4.3 625,710 

Missouri

 3 2,358,804 4.1 441,403 

Colorado

 3 2,242,528 3.9 190,076 

Ohio

 4 2,274,408 4.3 270,851  4 2,204,383 3.8 270,851 

Illinois

 6 2,198,573 4.1 195,883 

Connecticut

 2 1,777,376 3.1 47,174 

New Jersey

 3 1,720,799 3.2 182,851  2 1,741,460 3.0 70,221 

Connecticut

 2 1,593,412 3.0 47,174 

Indiana

 3 1,522,716 2.9 196,130  3 1,529,574 2.7 196,130 

Louisiana

 5 1,344,596 2.5 64,976 

Virginia

 4 1,324,461 2.5 156,957  4 1,327,289 2.3 156,957 

Florida

 4 1,242,300 2.3 109,330  4 1,266,411 2.2 109,330 

Nebraska

 1 1,207,188 2.1 112,260 

Alabama

 1 1,180,655 2.1 294,000 

Tennessee

 1 1,160,320 2.2 35,330  1 1,160,320 2.0 35,330 

Massachussetts

 4 924,121 1.6 49,151 

Minnesota

 2 857,639 1.5 171,867 

Kentucky

 3 843,178 1.5 165,185 

Louisiana

 1 663,124 1.2 54,229 

Kansas

 2 632,940 1.1 96,708 

Other

 23 7,339,874 13.7 767,965  6 1,824,609 3.2 214,827 

 110 $53,344,712 100.0% 5,914,958  107 $57,273,422 100.0% 7,188,418 

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        The following table sets forth information, presented by state, related to the properties owned by our joint ventures as of December 31, 2014.2015. We own a 50% economic interest in each joint venture:

State
 Number of
Properties
 Our Share
of Rent Payable
in 2015 to Our
Joint Ventures
 Approximate
Building
Square Feet
  Number of
Properties
 Our Share
of Rent Payable
in 2016 to Our
Joint Ventures
 Approximate
Building
Square Feet
 

Nebraska

 1 $603,594 112,260 

New Jersey

 1 $1,866,732 319,349 

Wisconsin

 1 562,500 656,631  1 562,500 492,644 

Georgia

 3 327,881 155,482  3 318,360 155,482 

 5 $1,493,975 924,373  5 $2,747,592 967,475 

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Mortgage Debt

        At December 31, 2014,2015, we had:

        The following table sets forth scheduled principal (including amortization) mortgage payments due foron our properties as of December 31, 2014:2015 (dollars in thousands):

YEAR
 PRINCIPAL
PAYMENTS DUE
(Dollars in Thousands)(1)
  PRINCIPAL
PAYMENTS DUE
 

2015

 $21,968 

2016

 32,986  $30,970(1)

2017

 29,868  23,367 

2018

 19,760  19,099 

2019

 15,623  17,398 

2020

 12,987 

Thereafter

 171,844  222,793 

Total

 $292,049  $326,614 

(1)
IncludesFrom February through March 2016, $8.6 million of such debt bearing weighted average interest rate of 5.3% was paid off. In addition, in March 2016, $12.2 million of mortgage debt maturing in aggregate principal amount2016 and bearing an interest rate of $8.96.1% was refinanced with new debt of $18.0 million, associated with the Morrow, Georgiabearing an interest rate of 3.38% and Cherry Hill, New Jersey properties which were disposed ofmaturing in January 2015. Does not give effect to financings and refinancings completed after December 31, 2014. See "Item 9B. Other Information."2028.

        At December 31, 2014,2015, our joint ventures had first mortgages on four properties with outstanding balances aggregating approximately $17.2$36.8 million, bearing interest at rates ranging from 5.81%3.49% to 6%5.81% with a weighted average interest rate of 5.82%3.90%. Substantially all of these mortgages contain prepayment


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penalties. The following table sets forth the scheduled principal mortgage payments due for properties owned by our joint ventures as of December 31, 2014:2015:

YEAR
 PRINCIPAL
PAYMENTS DUE
(Dollars in Thousands)
 

2015

 $13,556(1)

2016

  94 

2017

  101 

2018

  3,429 

Total

 $17,180 

(1)
In February 2015, a joint venture refinanced $6.2 million of such mortgage debt bearing an annual interest rate of 6.0% with $7.5 million of mortgage debt maturing in 2022 and bearing an annual interest rate of 3.49%.
YEAR
 PRINCIPAL
PAYMENTS DUE
(Dollars in Thousands)
 

2016

 $866 

2017

  912 

2018

  4,281 

2019

  877 

2020

  911 

Thereafter

  28,987 

Total

 $36,834 

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


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claims which could create liens on property and the conversion of security deposits, insurance proceeds or condemnation awards.

Item 3.    Legal Proceedings.

        Not applicable.

Item 4.    Mine Safety Disclosures.

        Not applicable.


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Part II

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

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


 2014 2013  2015 2014 
Quarter Ended
 High Low Dividend
Per Share(1)
 High Low Dividend
Per Share(1)
  High Low Dividend
Per Share(1)
 High Low Dividend
Per Share(1)
 

March 31

 $23.23 $19.70 $.37 $24.36 $20.65 $.35  $25.88 $22.45 $.39 $23.23 $19.70 $.37 

June 30

 22.74 21.13 .37 27.74 21.28 .35  24.77 21.15 .39 22.74 21.13 .37 

September 30

 21.95 20.20 .37 24.58 19.75 .35  23.25 21.00 .39 21.95 20.20 .37 

December 31

 24.50 20.11 .39 22.24 19.60 .37  24.19 20.99 .41 24.50 20.11 .39 

(1)
The dividends in the fourth quarter of 20142015 and 20132014 were distributed on January 5, 2016 and January 7, 2015, and January 3, 2014, respectively.

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        As of March 6, 2015,9, 2016, there were approximately 296308 holders of record of our common stock.

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


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Stock Performance Graph

        The following graph compares the performance of our common stock with the Standard and Poor's 500 index and a peer group index of publicly traded equity real estate investment trusts prepared by the National Association of Real Estate Investment Trusts. As indicated, the graph assumes $100 was invested on December 31, 20092010 in our common stock and assumes the reinvestment of dividends.


COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*

Among One Liberty Properties, Inc., the S&P 500 Index, and the FTSE NAREIT
Equity
REITs Index



*$100
$100 Investedinvested on 12/31/0910 in stock or index, including reinvestment ofor dividends.

Fiscal

year ending December 31.


 December 31,  December 31, 

 2009 2010 2011 2012 2013 2014  2010 2011 2012 2013 2014 2015 

OLP

 $100 $204.97 $220.27 $290.44 $307.27 $386.43  $100 $107.46 $141.69 $149.91 $188.53 $183.37 

S&P 500

 100 115.06 117.49 136.30 180.44 205.14  100 102.11 118.45 156.82 178.29 180.75 

FTSE NAREIT Equity REITs Index

 100 127.96 138.57 163.60 167.63 218.16  100 108.29 127.85 131.01 170.49 175.94 

Issuer Purchases of Equity Securities

        We did not repurchase any shares of our outstanding common stock in October, November or December 2014.2015.


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Item 6.    Selected Financial Data.

        The following table sets forth the selected consolidated statement of operations data for each of the periods indicated, all of which are derived fromon a historical basis our audited consolidated financial statements and related notes. The selected financial data for each of 2014, 2013, and 2012data. This information should be read togetherin conjunction with our consolidated financial statements and related notes appearing elsewhere in this Annual Report on Form 10-K and in "Management's Discussion and Analysis of Financial Condition and Results of Operations," below, whereOperations" appearing elsewhere in this data is discussed in more detail.Annual Report on Form 10-K.

 
 As of and for the Year Ended December 31,
(Amounts in thousands, except per share data)
 
 
 2014 2013 2012 2011 2010 

OPERATING DATA

                

Total revenues

 $60,477(1)$50,979 $43,793 $40,874 $36,715 

Equity in earnings of unconsolidated joint ventures

  533  651  1,368  914  992 

Income from continuing operations

  22,197(2) 17,409(2) 11,328  11,088  6,990 

Income from discontinued operations

  13  515  20,980(3) 2,632  2,316 

Net income attributable to One Liberty Properties, Inc. 

  22,116  17,875  32,320  13,724  9,306 

Weighted average number of common shares outstanding:

                

Basic

  15,563  14,948  14,427  13,801  11,465 

Diluted

  15,663  15,048  14,527  13,851  11,510 

Net income per common share—basic

                

Income from continuing operations

 $1.37(2)$1.12(2)$.77 $.77 $.61 

Income from discontinued operations

    .03  1.41(3) .19  .20 

Net income

 $1.37 $1.15 $2.18 $.96 $.81 

Net income per common share—diluted

                

Income from continuing operations

 $1.37(2)$1.11(2)$.76 $.77 $.61 

Income from discontinued operations

    .03  1.40(3) .19  .20 

Net income

 $1.37 $1.14 $2.16 $.96 $.81 

Cash distributions per share of common stock

 $1.50 $1.42 $1.34 $1.32 $1.23 

BALANCE SHEET DATA

  
 
  
 
  
 
  
 
  
 
 

Real estate investments, net

 $504,850 $496,187 $405,161 $370,617 $360,779 

Properties held for sale and related assets

  10,176  5,177  5,364  22,481  33,829 

Investment in unconsolidated joint ventures

  4,907  4,906  19,485  7,170  6,769 

Cash and cash equivalents

  20,344  16,631  14,577  12,668  7,732 

Total assets

  590,439  571,898  481,166  452,821  436,362 

Mortgages payable

  292,049  278,045  225,971  190,967  199,989 

Mortgages payable—properties held for sale

        6,970  7,058 

Due under line of credit

  13,250  23,250    20,000  36,200 

Total liabilities

  334,535  321,808  243,107  233,874  257,179 

Total equity

  255,904  250,090  238,059  218,947  179,183 

OTHER DATA(4)

  
 
  
 
  
 
  
 
  
 
 

Funds from operations

 $28,248 $25,740 $23,739 $22,823 $18,160 

Funds from operations per common share:

                

Basic

 $1.76 $1.67 $1.60 $1.61 $1.58 

Diluted

 $1.75 $1.66 $1.59 $1.61 $1.58 

Adjusted funds from operations

 $29,703 $27,094 $24,617 $22,095 $18,589 

Adjusted funds from operations per common share:

                

Basic

 $1.85 $1.76 $1.66 $1.56 $1.62 

Diluted

 $1.84 $1.75 $1.65 $1.56 $1.62 

 
 As of and for the Year Ended December 31,
(Dollars in thousands, except per share data)
 
 
 2015 2014 2013 2012 2011 

OPERATING DATA

                

Total revenues

 $65,711(1)$60,477(1)$50,979 $43,793 $40,874 

Gain on sale of real estate

  5,392(2) 10,180(2) 4,705     

Equity in earnings of unconsolidated joint ventures

  412  533  651  1,368  914 

Income from continuing operations

  21,907  22,197  17,409  11,328  11,088 

Income from discontinued operations

    13  515  20,980(3) 2,632(3)

Net income attributable to One Liberty Properties, Inc. 

  20,517  22,116  17,875  32,320  13,724 

Weighted average number of common shares outstanding:

                

Basic

  15,971  15,563  14,948  14,427  13,801 

Diluted

  16,079  15,663  15,048  14,527  13,851 

Net income per common share—basic

                

Income from continuing operations

 $1.23 $1.37 $1.12 $.77 $.77 

Income from discontinued operations

      .03  1.41(3) .19 

Net income

 $1.23 $1.37 $1.15 $2.18 $.96 

Net income per common share—diluted

                

Income from continuing operations

 $1.22 $1.37 $1.11 $.76 $.77 

Income from discontinued operations

      .03  1.40(3) .19 

Net income

 $1.22 $1.37 $1.14 $2.16 $.96 

Cash distributions per share of common stock

 $1.58 $1.50 $1.42 $1.34 $1.32 

BALANCE SHEET DATA

                

Real estate investments, net

 $562,257 $504,850 $496,187 $405,161 $370,617 

Properties held-for-sale

  12,259  10,176  5,177  5,364  22,481 

Investment in unconsolidated joint ventures

  11,350  4,907  4,906  19,485  7,170 

Cash and cash equivalents

  12,736  20,344  16,631  14,577  12,668 

Total assets

  650,378  590,439  571,898  481,166  452,821 

Mortgages payable

  334,428  292,049  278,045  225,971  190,967 

Mortgages payable—properties held-for-sale

          6,970 

Due under line of credit

  18,250  13,250  23,250    20,000 

Total liabilities

  387,952  334,535  321,808  243,107  233,874 

Total equity

  262,426  255,904  250,090  238,059  218,947 

OTHER DATA(4)

                

Funds from operations

 $32,717 $28,248 $25,740 $23,739 $22,823 

Funds from operations per common share:

                

Basic

 $1.98 $1.76 $1.67 $1.60 $1.61 

Diluted

 $1.97 $1.75 $1.66 $1.59 $1.61 

Adjusted funds from operations

 $31,997 $29,703 $27,094 $24,617 $22,095 

Adjusted funds from operations per common share:

                

Basic

 $1.94 $1.85 $1.76 $1.66 $1.56 

Diluted

 $1.92 $1.84 $1.75 $1.65 $1.56 

(1)
Includes a lease termination feefees of $2.9 million and $1.3 million.

(2)
Includesmillion for 2015 and 2014, a $10.2 million net gain from the sale of our Parsippany, NJ property less the related $1.6 million prepayment cost on debt related to real estate, and for 2013, gains of approximately $4.7 million from the sales of interests in real estate.respectively.

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(2)
Does not reflect, for 2015 and 2014, the $472,000 and $1.6 million of debt prepayment cost associated with such sales.

(3)
Includes $19.4 million from net gain on sales of real estate.estate of $19.4 million and $932,000 for 2012 and 2011, respectively.

(4)
See "—Funds from Operations and Adjusted Funds from Operations" for a discussion of the limitations on such data and a reconciliation of such data to our financial information presented in accordance with GAAP.

Funds from Operations and Adjusted Funds from Operations

        We compute funds from operations, or FFO, in accordance with the "White Paper on Funds From Operations" issued by the National Association of Real Estate Investment Trusts ("NAREIT") and NAREIT's related guidance. FFO is defined in the White Paper as net income (computed in accordance with generally acceptingaccepted accounting principles), excluding gains (or losses) from sales of property, plus real estate depreciation and amortization, plus impairment write-downs of depreciable real estate and after adjustments for unconsolidated partnerships and joint ventures. Adjustments for unconsolidated partnerships and joint ventures will be calculated to reflect funds from operations on the same basis. In computing FFO, we do not add back to net income the amortization of costs in connection with our financing activities or depreciation of non-real estate assets. Since the NAREIT White Paper only provides guidelines for computing FFO, the computation of FFO may vary from one REIT to another. We compute adjusted funds from operations, or AFFO, by deductingadjusting from FFO for our straight-line rent accruals and amortization of lease intangibles, deducting lease termination fee incomefees and gain on extinguishment of debt and adding back amortization of restricted stock compensation, amortization of costs in connection with our financing activities (including our share of our unconsolidated joint ventures) and debt prepayment costs.

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

        FFO and AFFO do not represent net income or cash flows from operations as defined by GAAP. FFO and AFFO should not be considered to be an alternative to net income as a reliable measure of our operating performance; nor should FFO and AFFO be considered an alternative to cash flows from operating, investing or financing activities (as defined by GAAP) as measures of liquidity.

        FFO and AFFO do not measure whether cash flow is sufficient to fund all of our cash needs, including principal amortization, capital improvements and distributions to stockholders. FFO and AFFO do not represent cash flows from operating, investing or financing activities as defined by GAAP.

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


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

 
 2014 2013 2012 2011 2010 

Net income attributable to One Liberty Properties, Inc

 $22,116 $17,875 $32,320 $13,724 $9,306 

Add: depreciation of properties

  14,381  11,790  9,824  9,362  8,606 

Add: our share of depreciation in unconsolidated joint ventures

  374  517  849  595  537 

Add: impairment loss/charges

  1,093  62       

Add: amortization of deferred leasing costs

  162  148  106  74  53 

Add: our share of amortization of deferred leasing cost in unconsolidated joint ventures

    8  82     

Add: Federal excise tax relating to gain on sales

  302  45  290     

Deduct: gain on sales of real estate

  (10,180)   (19,732) (932) (235)

Deduct: net gains on sales of real estate of unconsolidated joint ventures

    (4,705)     (107)

Funds from operations

  28,248  25,740  23,739  22,823  18,160 

Deduct: straight line rent accruals and amortization of lease intangibles

  (1,734) (1,256) (1,331) (1,429) (1,129)

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

  (1) 91  154  35  (1)

Deduct: lease termination fee income

  (1,269)        

Deduct: gain on extinguishment of debt

        (1,240)  

Add: prepayment costs on debt related to sale of real estate

  1,581  171       

Add: amortization of restricted stock compensation

  1,833  1,440  1,223  1,009  915 

Add: amortization of deferred financing costs

  1,028  883  797  850  610 

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

  17  25  35  47  34 

Adjusted funds from operations

 $29,703 $27,094 $24,617 $22,095 $18,589 

 
 2015 2014 2013 2012 2011 

GAAP net income attributable to One Liberty Properties, Inc

 $20,517 $22,116 $17,875 $32,320 $13,724 

Add: depreciation of properties

  16,150  14,494  11,891  9,857  9,363 

Add: our share of depreciation of unconsolidated joint ventures

  634  374  517  849  595 

Add: impairment loss

    1,093  62     

Add: amortization of deferred leasing costs

  234  168  152  109  74 

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

      8  82   

Add: Federal excise tax relating to gain on sales

  174  302  45  290   

Deduct: gain on sales of real estate

  (5,392) (10,180)   (19,732) (932)

Deduct: purchase price fair value adjustment

  (960)        

Deduct: net gains on sales of real estate of unconsolidated joint ventures

      (4,705)    

Adjustments for non-controlling interests

  1,360  (119) (105) (36) (1)

NAREIT funds from operations applicable to common stock

  32,717  28,248  25,740  23,739  22,823 

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

  (1,605) (1,756) (1,274) (1,353) (1,429)

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

  7  (1) 91  154  35 

Deduct: lease termination fee income

  (2,886) (1,269)      

Deduct: gain on extinguishment of debt

          (1,240)

Add: prepayment costs on debt

  568  1,581  171     

Add: amortization of restricted stock compensation

  2,334  1,833  1,440  1,223  1,009 

Add: amortization and write-off of deferred financing costs

  1,023  1,038  891  800  850 

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

  23  17  25  35  47 

Adjustments for non-controlling interests

  (184) 12  10  19   

Adjusted funds from operations applicable to common stock

 $31,997 $29,703 $27,094 $24,617 $22,095 

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        The table below provides a reconciliation of net income per common share (on a diluted basis) in accordance with GAAP to FFO and AFFO:

 
 2014 2013 2012 2011 2010 

Net income attributable to One Liberty Properties, Inc

 $1.37 $1.14 $2.16 $.96 $.81 

Add: depreciation of properties

  .89  .77  .66  .66  .75 

Add: our share of depreciation in unconsolidated joint ventures

  .02  .03  .06  .05  .05 

Add: impairment loss/charges

  .07  .01       

Add: amortization of deferred leasing costs

  .01  .01  .01  .01   

Add: our share of amortization of deferred leasing cost in
unconsolidated joint ventures

           

Add: Federal excise tax relating to gain on sales

  .02    .02     

Deduct: gain on sales of real estate

  (.63)   (1.32) (.07) (.02)

Deduct: net gains on sales of real estate of unconsolidated joint
ventures

    (.30)     (.01)

Funds from operations

  1.75  1.66  1.59  1.61  1.58 

Deduct: straight line rent accruals and amortization of lease
intangibles

  (.10) (.07) (.09) (.10) (.10)

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

      .01     

Deduct: lease termination fee income

  (.08)        

Deduct: gain on extinguishment of debt

        (.08)  

Add: prepayment costs on debt related to sale of real estate

  .10  .01       

Add: amortization of restricted stock compensation

  .11  .09  .08  .07  .08 

Add: amortization of deferred financing costs

  .06  .06  .06  .06  .06 

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

           

Adjusted funds from operations

 $1.84 $1.75 $1.65 $1.56 $1.62 

 
 2015 2014 2013 2012 2011 

GAAP net income attributable to One Liberty Properties, Inc

 $1.22 $1.37 $1.14 $2.16 $.96 

Add: depreciation of properties

  .98  .90  .78  .66  .66 

Add: our share of depreciation of unconsolidated joint ventures

  .04  .02  .03  .06  .05 

Add: impairment loss

    .07  .01     

Add: amortization of deferred leasing costs

  .02  .01  .01  .01  .01 

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

           

Add: Federal excise tax relating to gain on sales

  .01  .02    .02   

Deduct: gain on sales of real estate

  (.32) (.63)   (1.32) (.07)

Deduct: purchase price fair value adjustment

  (.06)        

Deduct: net gains on sales of real estate of unconsolidated joint ventures

      (.30)    

Adjustments for non-controlling interests

  .08  (.01) (.01)    

NAREIT funds from operations per share of common stock

  1.97  1.75  1.66  1.59  1.61 

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

  (.10) (.10) (.07) (.09) (.10)

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

        .01   

Deduct: lease termination fee income

  (.17) (.08)      

Deduct: gain on extinguishment of debt

          (.08)

Add: prepayment costs on debt

  .03  .10  .01     

Add: amortization of restricted stock compensation

  .14  .11  .09  .08  .07 

Add: amortization and write-off of deferred financing costs

  .06  .06  .06  .06  .06 

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

           

Adjustments for non-controlling interests

  (.01)        

Adjusted funds from operations per share of common stock

 $1.92 $1.84 $1.75 $1.65 $1.56 

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

Overview

        We are a self-administered and self-managed real estate investment trust. We acquire, own and manage a geographically diversified portfolio primarily consisting of retail, industrial, flex and health and fitness office and other properties, a substantial portionmany of which are leased under long-term net leases. As of December 31, 2014,2015, we own 110107 properties (including the Cherry Hill, NJ and Morrow, GA properties disposed of in January 2015) and our joint ventures own five properties. These 115112 properties are located in 30 states.

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

        We seek to manage the risk of our real property portfolio and the related financing arrangements by diversifying among types of properties, and industries, locations, tenants, and scheduled lease expirations.expirations and lenders, and by seeking to minimize our exposure to interest rate fluctuations. As a result:result, as of December 31, 2015:

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

        In acquiring properties, we balance an evaluation of the terms of the leases and the credit of the existing tenants with a fundamental analysis of the real estate to be acquired, which analysis takes into


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account, among other things, the estimated value of the property, local demographics and the ability to re-rent or dispose of the property on favorable terms upon lease expiration or early termination.

        Further, we are sensitive to the risks facing the retail industry as a result of the growth of e-commerce. We are addressing our exposure to the retail industry by seeking to acquire properties that we believe capitalize on e-commerce activities, such as e-commerce distribution and warehousing facilities—however, we intend to continue to acquire retail properties as we deem appropriate.

20142015 Highlights and Recent Developments

        In 2014:2015:


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        Since January 1, 2015, we:

        On February 1, 2016, we sold a portfolio of eight retail properties located in Louisiana and Mississippi with an aggregate of 25,197 square feet for $13.8 million and paid off the $7.8 million mortgage. In the quarter ending March 31, 2016, we anticipate recognizing a $785,000 gain on this sale and incurring a mortgage prepayment expense of $380,000. In 2015, this portfolio accounted for $1.4 million, or 2.3% of rental income, and $477,000, or 3.1% of mortgage interest expense.


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Results of Operations

Comparison of Years Ended December 31, 2015 and 2014

Revenues

        The following table compares total revenues for the periods indicated:

 
 Year Ended
December 31,
  
  
 
 
 Increase
(Decrease)
  
 
(Dollars in thousands)
 2015 2014 % Change 

Rental income, net

 $58,973 $56,647 $2,326  4.1%

Tenant reimbursements

  3,852  2,561  1,291  50.4 

Lease termination fees

  2,886  1,269  1,617  127.4 

Total revenues

 $65,711 $60,477 $5,234  8.7 

        Rental income, net.    The increase is due primarily to $4.4 million earned from seven properties acquired in 2015 and $2.2 million from nine properties acquired in 2014, offset by the $530,000 write-off against rental income of the entire balance of unbilled rent receivables and the intangible lease asset related to the 2015 lease termination fees described below. Rental income for 2014 includes $3.7 million from three properties, which we refer to as the Sold Properties, that were sold or disposed of from October 2014 through mid-January 2015 (including the sale, for substantial gains, of the Parsippany and Cherry Hill, New Jersey properties). We estimate that rental income in 2016 (calculated on a straight-line basis and excluding tenant reimbursements) from the properties acquired in 2015 is approximately $7.0 million.

        Tenant reimbursements.    Real estate tax and operating expense reimbursements in 2015 increased by (i) $834,000 and $361,000 from the properties acquired in 2015 and 2014, respectively, (ii) $399,000 from three properties at which we recognized an equivalent amount of real estate expense and (iii) $280,000 due to net increases from various properties. Tenant reimbursements for 2014 include $372,000 related to our Cherry Hill, New Jersey property, which was sold in January 2015, and $211,000 related to our El Paso, Texas property, portions of which became vacant during 2014 through 2015 and for which we are paying a portion of its operating expenses. As of January 2016, 98.6% of the El Paso, Texas property is leased.

        Lease termination fees.    We received lease termination fees of $2.9 million and $1.3 million in lease buy-out transactions in 2015 and 2014, respectively. We re-leased substantially all of such premises simultaneously with the lease terminations.


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Operating Expenses

        The following table compares operating expenses for the periods indicated:

 
 Year Ended
December 31,
  
  
 
 
 Increase
(Decrease)
  
 
(Dollars in thousands)
 2015 2014 % Change 

Operating expenses:

             

Depreciation and amortization

 $16,384 $14,662 $1,722  11.7%

General and administrative

  9,527  8,796  731  8.3 

Real estate expenses

  6,047  4,407  1,640  37.2 

Federal excise and state taxes

  343  488  (145) (29.7)

Real estate acquisition costs

  449  479  (30) (6.3)

Leasehold rent

  308  308     

Impairment loss

    1,093  (1,093) (100.0)

Total operating expenses

  33,058  30,233  2,825  9.3 

Operating income

 $32,653 $30,244 $2,409  8.0 

        Depreciation and amortization.    Approximately $1.3 million and $1.2 million of the increase is due to depreciation expense on the properties acquired in 2015 and 2014, respectively, and approximately $222,000 of the increase is due to depreciation on property improvements, intangibles and leasing commissions. The $1.2 million of such expense related to properties acquired in 2014, includes the write-off of $380,000 of tenant origination costs related to the bankruptcy of the Pathmark supermarket in Philadelphia, Pennsylvania. Depreciation and amortization for 2014 includes $1.0 million related to the Sold Properties. We estimate that depreciation and amortization in 2016 related to the properties acquired in 2015 will be approximately $2.2 million.

        General and administrative expenses.    Contributing to the increase were increases of: (i) $501,000 in non-cash compensation expense primarily related to the increase in the number of shares of restricted stock granted in 2015 and the higher fair value of the awards granted in 2015 in comparison to the awards granted in 2010 that vested in 2015 and (ii) $399,000 in compensation expense payable to our full and part time personnel, primarily due to higher levels of compensation. Offsetting these increases is a decrease of $167,000 for third party audit and tax services, a significant portion of which relates to the implementation in 2014 of COSO 2013.

        Real estate expenses.    The increase in 2015 is due primarily to increases of $1.5 million from 12 of the 16 properties acquired beginning January 2014 and $399,000 from three properties acquired in or prior to 2011. Substantially all of these expenses are rebilled to tenants. In addition, in 2015, we incurred $144,000 in brokerage and professional fees. In 2015 and 2014, real estate expenses included $11,000 and $624,000, respectively, related to our Cherry Hill, New Jersey property, which was sold in January 2015.

        Federal excise and state taxes.    We incurred Federal excise tax of $174,000 in 2015 and $302,000 in 2014 because profitable property sales resulted in calendar year distributions to stockholders being less than the amount required to be distributed during such year.

        Impairment loss.    We recorded this loss with respect to a retail property located in Morrow, Georgia. The tenant did not renew its lease which expired on October 31, 2014, our efforts to re-let the property were unsuccessful and the non-recourse mortgage on the property matured November 1, 2014. We determined that it was not economical to retain the property which was acquired by the mortgagee in January 2015 in an uncontested foreclosure proceeding.


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Other Income and Expenses

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

 
 Year Ended
December 31,
  
  
 
 
 Increase
(Decrease)
  
 
(Dollars in thousands)
 2015 2014 % Change 

Other income and expenses:

             

Gain on sale of real estate, net

 $5,392 $10,180 $(4,788) (47.0)%

Purchase price fair value adjustment

  960    960  n/a 

Prepayment costs on debt

  (568) (1,581) (1,013) (64.1)

Equity in earnings of unconsolidated joint ventures

  412  533  (121) (22.7)

Gain on sale—investment in BRT Realty Trust

    134  (134) (100.0)

Other income

  108  29  79  272.4 

Interest:

             

Expense

  (16,027) (16,305) (278) (1.7)

Amortization and write-off of deferred financing costs

  (1,023) (1,037) (14) (1.4)

Income from continuing operations

  21,907  22,197  (290) (1.3)

        Gain on sale of real estate, net.    These gains were realized from the January 2015 sale of the Cherry Hill, New Jersey property and the October 2014 sale of the Parsippany, New Jersey property. The minority partner's share of the gain on the sale of the Cherry Hill, New Jersey property was $1.3 million.

        Purchase price fair value adjustment.    In connection with the acquisition of our joint venture partner's 50% interest in a property located in Lincoln, Nebraska, we recorded this adjustment, representing the difference between the book value of the preexisting equity investment on the March 31, 2015 purchase date and the fair value of the investment.

        Prepayment costs on debt.    These costs were incurred primarily in connection with property sales and the payoff, prior to the stated maturity, of the related mortgage debt. In 2015, these costs related primarily to the sale of the Cherry Hill, New Jersey property and in 2014, these costs related to the sale of the Parsippany, New Jersey property.

        Equity in earnings of unconsolidated joint ventures.    The decrease is attributable substantially to the following factors: (i) our $400,000 share of the acquisition expense associated with the June 2015 purchase of the Manahawkin, New Jersey retail center, offset by our $256,000 share of earnings from this property; and (ii) the purchase, in March 2015, of our partner's interest in a joint venture that owns a retail property in Lincoln, Nebraska. In 2015 and 2014, this Lincoln, Nebraska joint venture contributed $68,000 and $212,000 to equity in earnings of unconsolidated joint ventures, respectively. The decrease was offset by an increase of $167,000 of income from other ventures.

        Gain on sale—investment in BRT Realty Trust.    In May 2014, we sold to Gould Investors L.P., a related party, our 37,081 shares of BRT Realty Trust, a related party, for $266,000. The cost of these shares was $132,000 and we realized a gain on sale of $134,000.


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

 
 Year Ended December 31,  
  
 
 
 Increase
(Decrease)
  
 
(Dollars in thousands)
 2015 2014 % Change 

Interest expense:

             

Credit line interest

 $594 $1,211 $(617) (50.9)%

Mortgage interest

  15,433  15,094  339  2.2 

Total

 $16,027 $16,305 $(278) (1.7)

        The decrease is due to the change, pursuant to an amendment to our facility dated December 31, 2014, in the annual interest rate on this facility from a variable interest rate with a floor of 4.75%, to a variable interest rate with a floor of 1.75%. During 2015, the average interest rate on the facility was approximately 1.95%.

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

 
 Year Ended
December 31,
  
  
 
 
 Increase
(Decrease)
  
 
(Dollars in thousands)
 2015 2014 % Change 

Interest rate on mortgage debt

  4.96% 5.29% (.33)% (6.2)%

Principal amount of mortgage debt

 $310,991 $285,019 $25,972  9.1 

        The increase in mortgage interest expense is due to the increase in the average principal amount of mortgage debt outstanding, offset by a decrease in the average interest rate on outstanding mortgage debt. The decrease in the average interest rate is due to the financing (including financings effectuated in connection with acquisitions) or refinancing in 2015 and 2014 of $140.1 million of gross new mortgage debt with an average interest rate of approximately 4.3%. The increase in the average balance outstanding is due to the incurrence of mortgage debt of $57.0 million in connection with properties acquired in 2015 and 2014 and the financing or refinancing of $52.2 million, net of refinanced amounts, in connection with properties acquired prior to 2014. The increase in the average amount outstanding was offset by the payoff of five mortgages and the foreclosure of one mortgage in the year ended December 31, 2015, totaling $21.3 million.

        We estimate that in 2016, the mortgage interest expense associated with the properties acquired in 2015 will be approximately $1.5 million. Interest expense for these properties in 2015 was $723,000.


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Comparison of Years Ended December 31, 2014 and 2013

Revenues

        The following table compares total revenues for the periods indicated:

 
 Year Ended
December 31,
  
  
 
 
 Increase
(Decrease)
  
 
(Dollars in thousands)
 2014 2013 % Change 

Rental income, net

 $56,647 $49,285 $7,362  14.9%

Tenant reimbursements

  2,561  1,694  867  51.2 

Lease termination fee

  1,269    1,269  n/a 

Total revenues

 $60,477 $50,979 $9,498  18.6 

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        Rental income, net.    The increase is due primarily to (i) $5.6 million earned from eleven properties acquired in 2013 and $2.4 million from nine properties acquired in 2014, (ii) $329,000 from the lease of vacant space at the Cherry Hill, NJ property (which was sold in January 2015) and (iii) $126,000 from the straight-line calculation of a lease extension. Partially offsettingOffsetting the increase were decreases of approximately (i) $517,000 due to the sale in October 2014 of the Parsippany, NJ property, (ii) $502,000 related to property vacancies and (iii) $237,000 related to the $1.3 million write-off of straight-line rent and intangibles related to the lease termination fee transaction described belowabove and the lower rental rate obtained on the re-lease of such property. The aggregate rental income in 2014 from the Morrow, Parsippany and Cherry Hill propertiesSold Properties was $3.8 million. We estimate that the rental income in 2015 (calculated on a straight-line basis and excluding tenant reimbursements) from the nine properties we acquired in 2014 will be approximately $5.1 million.

        Tenant reimbursements.    Tenant real estate tax and expense reimbursements increased due to a $343,000 increase in rebills from tenants at our former Cherry Hill, NJ property and $260,000 from five of the properties purchased since July 1, 2013.

        Lease termination fee.    In connection with a lease buy-out of a retail tenant in June 2014, we received a lease termination fee of $1.3 million. We re-leased this property simultaneously with the termination of the lease.

Operating Expenses

        The following table compares operating expenses for the periods indicated:


 Year Ended
December 31,
  
  
  Year Ended
December 31,
  
  
 

 Increase
(Decrease)
  
  Increase
(Decrease)
  
 
(Dollars in thousands)
 2014 2013 % Change  2014 2013 % Change 

Operating expenses:

                  

Depreciation and amortization

 $14,662 $11,919 $2,743 23.0% $14,662 $11,919 $2,743 23.0%

General and administrative

 8,796 7,801 995 12.8  8,796 7,801 995 12.8 

Real estate expenses

 4,407 3,213 1,194 37.2 

Federal excise and state taxes

 488 255 233 91.4  488 255 233 91.4 

Real estate expenses

 4,407 3,213 1,194 37.2 

Real estate acquisition costs

 479 921 (442) (48.0)

Leasehold rent

 308 308    308 308   

Real estate acquisition costs

 479 921 (442) (48.0)

Impairment loss

 1,093  1,093 n/a  1,093  1,093 n/a 

Total operating expenses

 30,233 24,417 5,816 23.8  30,233 24,417 5,816 23.8 

Operating income

 $30,244 $26,562 $3,682 13.9  $30,244 $26,562 $3,682 13.9 

        Depreciation and amortization.    Approximately $632,000 and $2.2 million of the increase is due to depreciation expense on the properties we acquired in 2014 and 2013, respectively, and approximately $126,000 is due to depreciation on property improvements. Partially offsetting the increase was a $234,000 reduction in such expense due to the October 2014 sale of the Parsippany, NJ property. We incurred an aggregate of $966,000 in depreciation in 2014 related to our Morrow, Parsippany and Cherry Hill properties. We estimate that depreciation expense in 2015 related to the nine properties acquired in 2014 will be approximately $1.5 million.Sold Properties.


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        General and administrative expenses.    Contributing to the increase were increases of: (i) $393,000, in non-cash compensation expense primarily related to the increase in the number of restricted stock awards granted in 2014 and the higher fair value of such awards at the time of grant; (ii) $285,000 for third party audit and tax service,services, a significant portion of which relates to the implementation of COSO 2013; and (iii) $216,000 in net compensation expense primarily payable to full and part time personnel.


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        Federal excise and state taxes.    We incurred Federal excise tax of $302,000 in 2014 and $45,000 in 2013 (net of an approximate $110,000 over-accrual for such tax in 2012) because, as a result of profitable property sales, our calendar year distributions were less than the amount required to be distributed so as not to be subject to such tax. State taxes were $186,000 in 2014 compared to $210,000 in 2013.

        Real estate expenses.    The components of the increase include: (i) $250,000 for property management services pursuant to the compensation and services agreement due to the increase in the number and nature of properties in our portfolio; (ii) $260,000 from five of the properties acquired since July 2013, all of which is rebilled to tenants; (iii) $184,000 of real estate taxes at our former Cherry Hill, New Jersey property, a portion of which is rebilled to the tenants; (iv) $184,000 for two properties vacated by their respective tenants at lease expiration in January 2014 (one of which was re-let in May 2014); and (v) $174,000 (a significant portion of which is rebilled to tenants) in snow removal expense due to the harsh 2013/2014 winter.

        Impairment loss.Federal excise and state taxes.    We recorded this charge with respectincurred Federal excise tax of $302,000 in 2014 and $45,000 in 2013 (net of an approximate $110,000 over-accrual for such tax in 2012) because profitable property sales resulted in calendar year distributions to our Morrow, Georgia property—stockholders being less than the tenant did not renew its lease which expired on October 31, 2014, effortsamount required to re-let the property were unsuccessful and the non-recourse mortgage on the property matured November 1, 2014. The property was acquired by the mortgagee in January 2015 through a foreclosure proceeding.be distributed during such year.

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

 
 Year Ended
December 31,
  
  
 
 
 Increase
(Decrease)
  
 
(Dollars in thousands)
 2014 2013 % Change 

Other income and expenses:

             

Equity in earnings of unconsolidated joint ventures

 $533 $651 $(118) (18.1)%

Gain on disposition of real estate—unconsolidated joint venture

    2,807  (2,807) (100)

Gain on sale—unconsolidated joint venture interest

    1,898  (1,898) (100)

Gain on sale—investment in BRT Realty Trust, related party

  134    134  n/a 

Other income

  29  97  (68) (70.1)

Gain on sale of real estate, net

  10,180    10,180  n/a 

Prepayment costs on debt related to sale of real estate

  (1,581)   (1,581) n/a 

Interest:

             

Expense

  (16,305) (13,716) 2,589  18.9 

Amortization of deferred financing costs

  (1,037) (890) 147  16.5 

Income from continuing operations

  22,197  17,409  4,788  27.5 

 
 Year Ended
December 31,
  
  
 
 
 Increase
(Decrease)
  
 
(Dollars in thousands)
 2014 2013 % Change 

Other income and expenses:

             

Gain on sale of real estate, net

 $10,180 $ $10,180  n/a 

Prepayment costs on debt related to sale of real estate

  (1,581)   (1,581) n/a 

Equity in earnings of unconsolidated joint ventures

  533  651  (118) (18.1)%

Gain on disposition of real estate—unconsolidated joint venture

    2,807  (2,807) (100)

Gain on sale—unconsolidated joint venture interest

    1,898  (1,898) (100)

Gain on sale—investment in BRT Realty Trust, related party

  134    134  n/a 

Other income

  29  97  (68) (70.1)

Interest:

             

Expense

  (16,305) (13,716) 2,589  18.9 

Amortization and write-off of deferred financing costs

  (1,037) (890) 147  16.5 

Income from continuing operations

  22,197  17,409  4,788  27.5 

        Gain on sale of real estate, net.    We realized this gain from the October 2014 sale of our Parsippany, New Jersey office property.

        Equity in earnings of unconsolidated joint ventures.    The decrease is attributable primarily to the sale in May 2013 of a property owned by us and another entity as tenants-in-common and the sale in April 2013 of our interest in the Plano, Texas joint venture.

        Gain on disposition of real estate—unconsolidated joint venture.    In May 2013, the property in which we held a tenant-in-common interest was sold and we recorded a gain of $2.8 million.

        Gain on sale—unconsolidated joint venture interest.    In April 2013, we sold our 90% equity interest in our Plano, Texas unconsolidated joint venture to our partner and recorded a gain of $1.9 million.

        Gain on sale—investment in BRT Realty Trust.    We realized this gain from the sale of all of our shares in BRT Realty Trust, a related party. There was no corresponding gain in the prior year.


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        Gain on sale of real estate, net.    We realized this gain from the October 2014 sale of our Parsippany, New Jersey office property.

        Prepayment costs on debt related to sale of real estate.    In connection with the sale of the Parsippany, New Jersey property, we incurred a prepayment charge in connection with our payoff, prior to maturity, of the related mortgage. There was no corresponding charge in the prior year.

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

 
 Year Ended
December 31,
  
  
 
 
 Increase
(Decrease)
  
 
(Dollars in thousands)
 2014 2013 % Change 

Interest expense:

             

Credit line interest

 $1,211 $501 $710  141.7%

Mortgage interest

  15,094  13,215  1,879  14.2 

Total

 $16,305 $13,716 $2,589  18.9 

        The increase is due to the $16.1 million increase from $6.8 million in 2013 to $22.9 million in 2014 in the weighted average balance outstanding under our line of credit. The weighted average balance increased due to borrowings to acquire several properties in 2014, partially offset by repayments on the facility with proceeds from the (i) financing of several properties in 2014 and (ii) sale in 2014 of two properties located in Michigan and the sale of the Parsippany, New Jersey property.

        The following table reflects the average interest rate on our mortgage debt andthe average principal amount of outstanding mortgage debt in each case on a weighted average basis over the course ofduring the applicable year:

 
 Year Ended
December 31,
  
  
 
 
 Increase
(Decrease)
  
 
(Dollars in thousands)
 2014 2013 % Change 

Interest rate on mortgage debt

  5.29% 5.48% (.19)% (3.5)%

Principal amount of mortgage debt

 $285,019 $241,531 $43,488  18.0 

        The increase in mortgage interest expense is due to the increase in the weighted average principal amount of mortgage debt outstanding, partially offset by a decrease in the weighted average interest rate on outstanding mortgage debt. The increase in the weighted average balance outstanding is due to the incurrence of mortgage debt of $84.1 million in connection with properties acquired in 2014 and 2013 and the financing or refinancing of $14.4 million, net of refinanced amounts, in connection with properties acquired in prior years.to 2013. The decrease in the weighted average interest rate is due to the financing (including financings effectuated in connection with acquisitions) or refinancing in 2014 and 2013 of $130.1 million of gross new mortgage debt with a weightedan average interest rate of approximately 4.7%.

        We estimate that in 2015, the mortgage interest expense associated with the nine properties acquired in 2014 with mortgage debt (including mortgage debt placed subsequent to the purchase), will be approximately $660,000. Interest expense for these nine properties in 2014 was $169,000.


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        Amortization and write-off of deferred financing costs.    The increase is due to: (i) the write-off of $58,000 in deferred costs relating to the Parsippany, New Jersey property sold in October 2014; (ii) the write-off of an aggregate $59,000 relating to three mortgages that were refinanced, and (iii) amortization incurred in connection with financings on several properties we acquired in 2014 and 2013. We estimate that in 2015, the amortization


Table of deferred financing costs associated with the December 2014 amendment of our credit facility will be approximately $165,000.Contents

Discontinued Operations

        The following table compares discontinued operations for the periods indicated:

 
 Year Ended
December 31,
  
  
 
 
 Increase
(Decrease)
  
 
(Dollars in thousands)
 2014 2013 % Change 

Discontinued operations:

             

Income from operations

 $13 $577 $(564) (97.7)%

Impairment charge

    (62) 62  n/a 

Income from discontinued operations

 $13 $515 $(502) (97.5)

        Discontinued operations include the income from operations of two Michigan properties sold in February 2014, for which a $62,000 impairment charge was recorded.

Comparison of Years Ended December 31, 2013 and 2012

Revenues

        The following table compares total revenues for the periods indicated:

 
 Year Ended
December 31,
  
  
 
 
 Increase
(Decrease)
  
 
(Dollars in thousands)
 2013 2012 % Change 

Rental income, net

 $49,285 $42,846 $6,439  15.0%

Tenant reimbursements

  1,694  947  747  78.9 

Total revenues

 $50,979 $43,793 $7,186  16.4 

        Rental income, net.    The increase is primarily due to rental income of $2.9 million earned from eleven properties acquired in 2012 and $3.3 million from eleven properties acquired in 2013.

        Tenant reimbursements:    The increase in real estate tax and expense reimbursements from tenants is primarily from seven properties acquired from February 2012 through December 31, 2013.


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Operating Expenses

        The following table compares operating expenses for the periods indicated:

 
 Year Ended
December 31,
  
  
 
 
 Increase
(Decrease)
  
 
(Dollars in thousands)
 2013 2012 % Change 

Operating expenses:

             

Depreciation and amortization

 $11,919 $9,564 $2,355  24.6%

General and administrative

  7,801  7,317  484  6.6 

Federal excise and state taxes

  255  457  (202) (44.2)

Real estate expenses

  3,213  2,618  595  22.7 

Leasehold rent

  308  308     

Real estate acquisition costs

  921  823  98  11.9 

Total operating expenses

  24,417  21,087  3,330  15.8 

Operating income

 $26,562 $22,706 $3,856  17.0 

        Depreciation and amortization.    Approximately $1.3 million and $880,000 of the increase is due to depreciation expense on the properties we acquired in 2013 and 2012, respectively. The balance of the increase is primarily due to depreciation on property improvements.

        General and administrative.    Contributing to the increase were increases of (i) $217,000 in non-cash compensation expense primarily related to the increase in the number of restricted stock awards granted and the higher fair value of such awards at the time of grant and (ii) $145,000 in payroll and payroll related expenses due to higher compensation levels and an increase in medical insurance.

        Federal excise and state taxes.    State taxes were $210,000 in 2013 compared to $167,000 in 2012. We incurred Federal excise tax of $45,000 in 2013 (net of an approximate $110,000 over-accrual for such tax in 2012) and $290,000 in 2012 because our calendar year distributions in the applicable year were less than the amount required to be distributed so as not to be subject to such tax.

        Real estate expenses.    Contributing to the increase was the expense related to a property acquired in July 2013 and the inclusion, for a full year, of the expense related to a property acquired in November 2012.


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

 
 Year Ended
December 31,
  
  
 
 
 Increase
(Decrease)
  
 
(Dollars in thousands)
 2013 2012 % Change 

Other income and expenses:

             

Equity in earnings of unconsolidated joint ventures

 $651 $1,368 $(717) (52.4)%

Gain on disposition of real estate—unconsolidated joint venture

  2,807    2,807  n/a 

Gain on sale—unconsolidated joint venture interest

  1,898    1,898  n/a 

Other income

  97  241  (144) (59.8)

Gain on sale of real estate, net

    319  (319) (100.0)

Interest:

             

Expense

  (13,716) (12,532) 1,184  9.4 

Amortization of deferred financing costs

  (890) (774) 116  15.0 

Income from continuing operations

  17,409  11,328  6,081  53.7 

        Equity in earnings of unconsolidated joint ventures.    The decrease is attributable substantially to the following factors: (i) the sale in May 2013 of a property owned by us and another entity as tenants-in-common resulting in a decrease of $515,000, including a $148,000 mortgage prepayment penalty incurred as a result of the sale, and (ii) the inclusion in 2012 of our share of the net settlement entered into with a former tenant which accounted for $230,000 of the decrease.

        Other income.    The 2012 results include a $199,000 recovery from an insurance claim. There was no comparable income in 2013.

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

 
 Year Ended
December 31,
  
  
 
 
 Increase
(Decrease)
  
 
(Dollars in thousands)
 2013 2012 % Change 

Interest expense:

             

Credit line interest

 $501 $852 $(351) (41.2)%

Mortgage interest

  13,215  11,680  1,535  13.1 

Total

 $13,716 $12,532 $1,184  9.4 

        The decrease is due to the $7.8 million decrease from $14.6 million in 2012 to $6.8 million in 2013 in the weighted average balance outstanding under our line of credit. The weighted average balance decreased due to repayments on the facility with proceeds from the sales and financing of several properties in 2012 and 2013 and from the sale of our common stock.


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        The following table reflects the interest rate on our mortgage debt and principal amount of outstanding mortgage debt, in each case on a weighted average basis:

 
 Year Ended
December 31,
  
  
 
 
 Increase
(Decrease)
  
 
(Dollars in thousands)
 2013 2012 % Change 

Interest rate on mortgage debt

  5.48% 5.78% (0.30)% (5.2)%

Principal amount of mortgage debt

 $241,531 $202,190 $39,341  19.5 

        The increase in mortgage interest expense is due to the increase in the weighted average amount of mortgage debt outstanding, partially offset by a decrease in the weighted average interest rate on outstanding mortgage debt. The increase in the weighted average balance outstanding is due to the incurrence of mortgage debt of $80 million in connection with properties acquired in 2012 and 2013 and the financing or refinancing of $22.9 million, net of refinanced amounts, in connection with properties acquired in prior years. The decrease in the weighted average interest rate is due to the financing (including financings effectuated in connection with acquisitions) or refinancing in 2012 and 2013 of $140.2 million of gross new mortgage debt with a weighted average interest rate of approximately 4.8%.

        Amortization of deferred financing costs.    The increase is due to $63,000 of amortization incurred in connection with financings on eight properties we acquired in 2013 and 2012 and $48,000 is due to additional costs relating to the amendment to our line of credit in August 2012.

Discontinued Operations

        The following table compares discontinued operations for the periods indicated:

 
 Year Ended
December 31,
  
  
 
 
 Increase
(Decrease)
  
 
(Dollars in thousands)
 2013 2012 % Change 

Discontinued operations:

             

Income from operations

 $577 $1,567 $(990) (63.2)%

Impairment charge

  (62)   (62) n/a 

Net gain on sales

    19,413  (19,413) 100.0 

Income from discontinued operations

 $515 $20,980 $(20,465) (97.5)

        Income from discontinued operations for 2013 includes the results of operations for two properties sold in February 2014 for which a $62,000 impairment charge was recorded. For 2012, income from discontinued operations includes the results of operations and the gain on sale of five of our properties sold in 2012, as well as the results of operations for the two properties sold in February 2014.

Liquidity and Capital Resources

        Our sources of liquidity and capital include cash flow from operations, cash and cash equivalents, borrowings under our revolving credit facility, refinancing existing mortgage loans, obtaining mortgage loans secured by our unencumbered properties, issuance of our equity securities and property sales. Our available liquidity at March 6, 20159, 2016 was approximately $80.3$61.5 million, including approximately $14.4$5.0 million of cash and cash equivalents (net of the credit facility's required $3 million deposit maintenance balance) and $65.9$56.5 million available under our revolving credit facility.


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        We expect to meet substantially all of our operating cash requirements (including dividend and mortgage amortization payments) from cash flow from operations. To the extent that this cash flow is inadequate to cover all of our operating needs, we will be required to use our available cash and cash equivalents or draw on our credit line (to the extent permitted) to satisfy operating requirements.

        The following table sets forth, as of December 31, 2014,2015, information with respect to our mortgage debt that is payable from January 20142016 through December 31, 20172018 (excluding our unconsolidated joint ventures):

(Dollars in thousands)
 2015 2016 2017 Total 

Amortization payments(1)(3)

 $7,221 $7,308 $7,947 $22,476 

Principal due at maturity(2)(3)

  14,747  25,678  21,921  62,346 

Total

 $21,968 $32,986 $29,868 $84,822 

(1)
Includes an aggregate of $510,000 of amortization payments from 2015 through 2017 with respect to the Cherry Hill, New Jersey property that was sold in January 2015.

(2)
Includes $1.5 million of principal payable in 2015 with respect to the Morrow, Georgia property that was disposed of in January 2015.

(3)
See "Item 9B. Other Information" for information regarding financing and refinancing transactions completed after December 31, 2014.
(Dollars in thousands)
 2016 2017 2018 Total 

Amortization payments

 $7,906 $9,085 $8,839 $25,830 

Principal due at maturity

  23,064  14,282  10,260  47,606 

Total

 $30,970 $23,367 $19,099 $73,436 

        At December 31, 2014, the Company's2015, our unconsolidated joint ventures had first mortgages on four properties with outstanding balances aggregating approximately $17.2$36.8 million, bearing interest at rates ranging from 5.81%3.49% to 6.0%5.81% (i.e., a 5.82%3.90% weighted average interest rate) and maturing between 20152018 and 2018. (See "Item 9B. Other Information" for information regarding a refinancing completed in February 2015).2025.

        We intend to make debt amortization payments from operating cash flow and, though no assurance can be given that we will be successful in this regard, generally intend to refinance or extend the mortgage loans which mature in 20152016 through 2017.2018. We intend to repay the amounts not refinanced or extended from our existing funds and sources of funds, including our available cash and our credit line (to the extent available).

        We continually seek to refinance existing mortgage loans on terms we deem acceptable to generate additional liquidity. Additionally, in the normal course of our business, we sell properties when we


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determine that it is in our best interests, which also generates additional liquidity. Further, since each of our encumbered properties is subject to a non-recourse mortgage (with standard carve-outs), if our in-house evaluation of the market value of such property is less than the principal balance outstanding on the mortgage loan, we may determine to convey, in certain circumstances, such property to the mortgagee in order to terminate our mortgage obligations, including payment of interest, principal and real estate taxes, with respect to such property.

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


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Credit Facility

        We can borrow up to $75 million pursuant to our revolving credit facility which is available to us for the acquisition of commercial real estate, repayment of mortgage debt, property improvements and general working capital purposes; provided, that if used for property improvements and working capital purposes, the amount outstanding for such purposes will not exceed the lesser of $15 million and 15% of the borrowing base and if used for working capital purposes, will not exceed $10 million. The facility matures December 31, 2018 and bears interest equal to the one month LIBOR rate plus the applicable margin. The applicable margin ranges from 175 basis points if our ratio of total debt to total value (as calculated pursuant to the facility) is equal to or less than 50%, increasing to a maximum of 300 basis points if such ratio is greater than 65%. There is an unused facility fee of 0.25% per annum on the difference between the outstanding loan balance and $75 million. The credit facility requires the maintenance of $3.0 million in average deposit balances. For 2015, the average interest rate on the facility was approximately 1.95%.

        The terms of our revolving credit facility include certain restrictions and covenants which may limit, among other things, the incurrence of liens, and which require compliance with financial ratios relating to, among other things, the minimum amount of tangible net worth, the minimum amount of debt service coverage, the minimum amount of fixed charge coverage, the maximum amount of debt to value, the minimum level of net income, certain investment limitations and the minimum value of unencumbered properties and the number of such properties. Net proceeds received from the sale, financing or refinancing of properties are generally required to be used to repay amounts outstanding under our credit facility. At December 31, 2014,2015, we were in compliance in all material respects with the covenants under this facility.


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Contractual Obligations

        The following sets forth our contractual obligations as of December 31, 2014:2015:

 
 Payment due by period 
(Dollars in thousands)
 Less than
1 Year
 1 - 3
Years
 4 - 5
Years
 More than
5 Years
 Total 

Contractual Obligations

                

Mortgages payable—interest and amortization(1)

 $21,920 $38,463 $32,085 $97,131 $189,599 

Mortgages payable—balances due at maturity(1)

  14,747  47,599  20,492  106,293  189,131 

Credit facility(2)

      13,250    13,250 

Purchase obligations(3)

  2,950  5,857  5,851  77  14,735 

Total

 $39,617 $91,919 $71,678 $203,501 $406,715 

 
 Payment due by period 
(Dollars in thousands)
 Less than
1 Year
 1 - 3
Years
 4 - 5
Years
 More than
5 Years
 Total 

Contractual Obligations

                

Mortgages payable—interest and amortization

 $23,101 $42,154 $39,065 $101,805 $206,125 

Mortgages payable—balances due at maturity

  23,064  24,542  11,763  155,690  215,059 

Credit facility(1)

    18,250      18,250 

Purchase obligations(2)

  3,058  6,027  5,772    14,857 

Total

 $49,223 $90,973 $56,600 $257,495 $454,291 

(1)
Includes mortgage debt in aggregate principal amount of $8.9 million associated with the Morrow, Georgia and Cherry Hill, New Jersey properties which were disposed of in January 2015. Does not give effect to financings and refinancings completed after December 31, 2014. See "Item 9B. Other Information."

(2)
Represents the amount outstanding at December 31, 2014.2015. We may borrow up to $75 million under such facility.

(3)(2)
Includes $2.5Assumes that $2.6 million will be payable annually during the next five years, pursuant to the compensation and services agreement (at the rate in effect at January 1, 2015 and assuming such agreement continues for only five years), amounts payable for office space and amounts payable pursuant to a ground lease.agreement.

        As of December 31, 2014,2015, we had $292.0$326.6 million of mortgage debt outstanding (excluding mortgage indebtedness of our unconsolidated joint ventures), all of which is non-recourse (subject to standard carve- outs)carve-outs). We expect that mortgage interest and amortization payments (excluding


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repayments of principal at maturity) of approximately $60.4$65.3 million due through 20172018 will be paid primarily from cash generated from our operations. We anticipate that debt obligationsprincipal balances due at maturity through 20172018 of approximately $62.3$47.6 million will be paid primarily from cash and cash equivalents and mortgage financings and refinancings. If we are unsuccessful in refinancing our existing indebtedness or financing our unencumbered properties, our cash flow, funds available under our credit facility and available cash, if any, may not be sufficient to repay all debt obligations when payments become due, and we may need to issue additional equity, obtain long or short-term debt, or dispose of properties on unfavorable terms.

Statement of Cash Flows

 
 For the Years ended December 31, 
(Dollars in thousands)
 2015 2014 2013 

Cash flow provided by operating activities

 $33,916 $31,803 $26,737 

Cash flow used in investing activities

  (73,498) (13,758) (91,488)

Cash flow provided by (used in) financing activities

  31,974  (14,332) 66,805 

Net (decrease) increase in cash and cash equivalents

  (7,608) 3,713  2,054 

Cash and cash equivalents at beginning of year

  20,344  16,631  14,577 

Cash and cash equivalents at end of year

 $12,736 $20,344 $16,631 

        The increase in cash flow provided by operating activities in 2015 compared to 2014, and 2014 compared to 2013, is due primarily to the impact of operating activities and lease termination fees.

        The increase in cash used in investing activities in 2015 compared to 2014 is due primarily to the increased purchases of, or investments in, real estate and unconsolidated joint ventures in 2015 and reduced net proceeds in 2015 from the sale of real estate. The decrease in cash used in investing activities in 2014 compared to 2013 is due primarily to the decrease in the purchases of real estate and the increase in net proceeds from the sale of real estate in 2014.


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        The increase in cash flow provided by financing activities in 2015 compared to 2014 is due primarily to an increase in proceeds from mortgage financings and reduced repayments on the credit facility and mortgages payable. The increase in cash flow used in financing activities in 2014 compared to 2013 is due primarily to an increase in repayments of the credit facility and mortgages payable.

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

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

        Our board of directors reviews the dividend policy regularly to determine if any changes to our dividend should be made.

        We are not a party to any material off-balance sheet arrangements. See Note 3arrangements other than with respect to our Consolidated Financial Statements regarding an off-balance sheet arrangement on our propertyproperties located in Sandy Springs, Georgia.Georgia and Lakemoor, Illinois. These properties generated $1.3 million of rental income during 2015 and at December 31, 2015, our maximum exposure to loss with respect to these properties is $16.1 million, representing the unbilled rent receivable and the carrying value of the land. These properties are ground leases improved by multi-family properties and our leasehold position is subordinate to an aggregate of $60.1 million of mortgage debt incurred by our tenants, the owner/operators of the multi-family properties. We do not believe that this type of off-balance sheet arrangement has been or will be material to our liquidity and capital resource positions. See Note 5 to our consolidated financial statements for additional information regarding these arrangements.

        Our significant accounting policies are more fully described in Note 2 to our Consolidated Financial Statementsconsolidated financial statements included in this Annual Report on Form 10-K. Certain of our accounting policies are particularly important to an understanding of our financial position and results of operations and require the application of significant judgment by our management; as a result they are subject to a degree of uncertainty. These critical accounting policies include the following, discussed below.

        The fair value of real estate acquired is allocated to acquired tangible assets, consisting of land and building, and identified intangible assets and liabilities, consisting of the value of above-market and


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below-market leases and other value of in-place leases based in each case on their fair values. The fair value of the tangible assets of an acquired property (which includes land, building and building


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

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

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


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

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

        We utilize interest rate swaps to limit interest rate risk. These swaps are used for hedging purposes-not for speculation. We do not enter into interest rate swaps for trading purposes. At December 31, 2015, our aggregate liability in the event of the early termination of our swaps was $4.6 million.

        At December 31, 2014,2015, we had 1826 interest rate swap agreements outstanding (including onetwo held by twothree of our unconsolidated joint ventures). The fair market value of the interest rate swaps is dependent upon existing market interest rates and swap spreads, which change over time. As of December 31, 2014,2015, if there had been an increase of 100 basis points in forward interest rates, the fair market value of the interest rate swaps would have increased by approximately $4.8$7.4 million and the net unrealizedurealized loss on derivative instruments would have decreased by approximately $4.8$7.4 million. If there were a decrease of 100 basis points in forward interest rates, the fair market value of the interest rate swaps would have decreased by approximately $5.0$7.9 million and the net unrealized loss on derivative instruments would have increased by approximately $5.0$7.9 million. These changes would not have any impact on our net income or cash.

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

        Our variable credit rate facility is sensitive to interest rate changes. At December 31, 2014, after giving effect to the amendment to the credit facility which eliminated the interest rate floor,2015, a 100 basis point increase of the interest rate on this facility would increase our related interest costs by approximately $133,000$183,000 per year and a 100 basis point decrease of the interest rate would decrease our related interest costs by approximately $22,000$37,000 per year.

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

        The following table sets forth our debt obligations by scheduled principal cash flow payments and maturity date, weighted average interest rates and estimated fair market value at December 31, 2014:2015:


 For the Year Ended December 31,  For the Year Ended December 31, 
(Dollars in thousands)
 2015 2016 2017 2018 2019 Thereafter Total Fair
Market
Value
  2016 2017 2018 2019 2020 Thereafter Total Fair
Market
Value
 

Fixed rate:

                                  

Long-term debt(1)

 $21,968 $32,986 $29,868 $19,760 $15,623 $171,844 $292,049 $300,541  $30,970 $23,367 $19,099 $17,398 $12,987 $222,793 $326,614 $338,610 

Weighted average interest rate

 5.13% 5.08% 5.00% 5.00% 5.00% 5.01% 5.02% 4.52% 4.79% 4.72% 4.72% 4.72% 4.72% 4.70% 4.71% 4.07%

Variable rate:

                                  

Long-term debt(2)(1)

    $13,250   $13,250     $18,250    $18,250  

(1)
Includes mortgage debt in aggregate principal amount of $8.9 million associated with the Morrow, Georgia and Cherry Hill, New Jersey properties which were disposed of in January 2015. Does not give effect to financings and refinancings completed after December 31, 2014. See "Item 9B. Other Information."

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(2)
Our credit facility matures on December 31, 2018 and bears interest at the 30 day LIBOR rate plus the applicable margin. The applicable margin varies based on the ratio of total debt to total value. See "Item 7. Management's Discussion and Analysis of Financial Conditions and Results of Operations—Liquidity and Capital Resources—Credit Facility."

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Item 8.    Financial Statements and Supplementary Data.

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

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

        Not applicable.

Item 9A.    Controls and Procedures.

        A review and evaluation was performed by our management, including our Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"), of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this Annual Report on Form 10-K. Based on that review and evaluation, the CEO and CFO have concluded that our current disclosure controls and procedures, as designed and implemented, were effective. There have been no significant changes in our internal controls or in other factors that could significantly affect our internal controls subsequent to the date of their evaluation. There were no significant material weaknesses identified in the course of such review and evaluation and, therefore, we took no corrective measures.

Management Report on Internal Control over Financial Reporting

        Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as a process designed by, or under the supervision of, a company's principal executive and principal financial officers and effected by a company's board, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, and includes those policies and procedures that:

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

        Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2014.2015. In making this assessment, our management used criteria set forth by the


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Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework (2013).

        Based on its assessment, our management believes that, as of December 31, 2014,2015, our internal control over financial reporting was effective based on those criteria.


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        Our independent registered public accounting firm, Ernst & Young LLP, has issued an audit report on management's assessment of our internal control over financial reporting. This report appears on page F-1 of this Annual Report on Form 10-K.

Item 9B.    Other Information.

        On February 25, 2015, we acquired for $17.5 million (including the mortgage debt described below), through a consolidated joint venture in which we have a 90% equity interest, a 101,590 square foot shopping center located in Lakewood, Colorado.Not applicable.

        Set forth below is a table summarizing information regarding financing and refinancing activities that occurred after December 31, 2014 (dollars in thousands):

Date
 Principal
Amount
 Interest
Rate
 Maturity
Date
 Amortization
Period
 

1/30/15

 $3,800  4.375% 2030  25 years 

2/06/15(1)

  7,475  3.49% 2022  30 years 

2/10/15

  4,450  4.20% 2025  30 years 

2/25/15

  11,853  4.12% 2025  25 years 

(1)
Reflects the refinancing of $6.2 million of an unconsolidated joint venture's mortgage debt scheduled to mature in February 2015.


PART III

Item 10.    Directors, Executive Officers and Corporate Governance.

        Apart from certain information concerning our executive officers which is set forth in Part I of this Annual Report, additional information required by this Item 10 shall be included in our proxy statement for our 20152016 annual meeting of stockholders, to be filed with the SEC not later than April 30, 2015,29, 2016, and is incorporated herein by reference.


EXECUTIVE OFFICERS

        Set forth below is a list of our executive officers whose terms expire at our 2016 annual board of directors' meeting. The business history of our officers, who are also directors, will be provided in our proxy statement to be filed pursuant to Regulation 14A not later than April 29, 2016.

NAME
AGEPOSITION WITH THE COMPANY

Matthew J. Gould*

56Chairman of the Board

Fredric H. Gould*

80Vice Chairman of the Board

Patrick J. Callan, Jr. 

53President, Chief Executive Officer and Director

Lawrence G. Ricketts, Jr. 

39Executive Vice President and Chief Operating Officer

Jeffrey A. Gould*

50Senior Vice President and Director

David W. Kalish***

68Senior Vice President and Chief Financial Officer

Mark H. Lundy**

53Senior Vice President and Secretary

Israel Rosenzweig

68Senior Vice President

Simeon Brinberg**

82Senior Counsel

Karen Dunleavy

57Vice President, Financial

Alysa Block

55Treasurer

Richard M. Figueroa

48Vice President and Assistant Secretary

Isaac Kalish***

40Vice President and Assistant Treasurer

Justin Clair

33Vice President

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

**
Mark H. Lundy is Simeon Brinberg's son-in-law.

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

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

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


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

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

        Simeon Brinberg.    Mr. Brinberg served as our Senior Vice President from 1989 through 2013. He served as Secretary of BRT Realty Trust from 1983 through 2013, as Senior Vice President of BRT from 1988 through 2014 and as Vice President of the managing general partner of Gould Investors since 1988. Mr. Brinberg is an attorney admitted to practice in New York.

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

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

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

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

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

Item 11.    Executive Compensation.

        The information concerning our executive compensation required by this Item 11 shall be included in our proxy statement for our 20152016 annual meeting of stockholders, to be filed with the SEC not later than April 30, 2015,29, 2016, and is incorporated herein by reference.

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

        The information concerning our beneficial owners and management required by this Item 12 shall be included in our proxy statement for our 20152016 annual meeting of stockholders, to be filed with the SEC not later than April 30, 201529, 2016 and is incorporated herein by reference.

Equity Compensation Plan Information

        As of December 31, 2014,2015, the only equity compensation plan under which equity compensation may be awarded is our 2012 Incentive Plan, which was approved by our stockholders in June 2012. This plan permits us to grant stock options, restricted stock, restricted stock units and performance based


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awards to our employees, officers, directors and consultants. The following table provides information as of December 31, 20142015 about shares of our common stock that may be issued upon the exercise of options, warrants and rights under our 2012 Stock Incentive Plan:

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

Equity compensation plans approved by security holders

      371,050241,075 

Equity compensation plans not approved by security holders

       

Total

      371,050241,075 

(1)
Does not give effect to 129,975139,225 restricted stock awards granted January 15, 20155, 2016 pursuant to our 2012 Incentive Plan.

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

        The information concerning certain relationships, related transactions and director independence required by this Item 13 shall be included in our proxy statement for our 20152016 annual meeting of stockholders, to be filed with the SEC not later than April 30, 201529, 2016 and is incorporated herein by reference.

Item 14.    Principal Accountant Fees and Services.

        The information concerning our principal accounting fees required by this Item 14 shall be included in our proxy statement for our 20152016 annual meeting of stockholders, to be filed with the SEC not later than April 30, 2015,29, 2016, and is incorporated herein by reference.


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PART IV

Item 15.    Exhibits and Financial Statement Schedules.

(a)
Documents filed as part of this Report:

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

—Reports of Independent Registered Public Accounting Firm

 F-1 through F-2

—Statements:

  

Consolidated Balance Sheets

 F-3

Consolidated Statements of Income

 F-4

Consolidated Statements of Comprehensive Income

 F-5

Consolidated Statements of Changes in Equity

 F-6

Consolidated Statements of Cash Flows

 F-7 through F-8

Notes to Consolidated Financial Statements

 F-8F-9 through F-40F-43

—Schedule III—Real Estate and Accumulated Depreciation

 F-41F-44 through F-45F-48

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

(b)
Exhibits:

1.1Amended and Restated Equity Offering Sales Agreement, dated March 20, 2014 by and between One Liberty Properties, Inc. and Deutsche Bank Securities, Inc. (incorporated by reference to Exhibit 1.1 to our Current Report on Form 8-K filed on March 20, 2014).
 3.1 Articles of Amendment and Restatement of One Liberty Properties, Inc., dated July 20, 2004 (incorporated by reference to Exhibit 3.1 to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2004).
     
 3.2 Articles of Amendment to Restated Articles of Incorporation of One Liberty Properties, Inc. filed with the State of Assessments and Taxation of Maryland on June 17, 2005 (incorporated by reference to Exhibit 3.1 to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2005).
     
 3.3 Articles of Amendment to Restated Articles of Incorporation of One Liberty Properties, Inc. filed with the State of Assessments and Taxation of Maryland on June 21, 2005 (incorporated by reference to Exhibit 3.2 to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2005).
     
 3.4 By-Laws of One Liberty Properties, Inc., as amended (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed on December 12, 2007).
     
 3.5 Amendment, effective as of June 12, 2012, to By-Laws of One Liberty Properties, Inc. (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed on June 12, 2012).
     
 3.6 Amendment, effective as of September 11, 2014, to By-Laws of One Liberty Properties, Inc. (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed on September 12, 2014).
 
  

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 4.1*One Liberty Properties, Inc. 2009 Incentive Plan (incorporated by reference to Exhibit 4.1 to our Annual Report on Form 10-K for the year ended December 31, 2010).
     
 4.2*One Liberty Properties, Inc. 2012 Incentive Plan (incorporated by reference to Exhibit 4.1 to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2012).
     
 4.3 Form of Common Stock Certificate (incorporated by reference to Exhibit 4.1 to our Registration Statement on Form S-2, Registration No. 333-86850, filed on April 24, 2002 and declared effective on May 24, 2002).
     
 10.1 Seconded Amended and Restated Loan Agreement, dated as of March 31, 2010, by and among One Liberty Properties, Inc., Valley National Bank, Merchants Bank Division, Bank Leumi USA, Israel Discount Bank of New York and Manufacturers and Traders Trust Company (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on January 10, 2011).
     
 10.2 First Amendment dated as of January 6, 2011 to the Second Amended and Restated Loan Agreement, dated as of March 31, 2010, between VNB New York Corp. as assignee of Valley National Bank, Merchants Bank Division, Bank Leumi, USA, Manufacturers and Traders Trust Company, Israel Discount Bank of New York, and One Liberty Properties, Inc. (incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed on January 10, 2011).
 
  

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 10.3 Second Amendment to Second Amended and Restated Loan Agreement dated as of August 5, 2011, between VNB New York Corp., Bank Leumi USA, Israel Discount Bank of New York, Manufacturers and Traders Trust Company and One Liberty Properties, Inc. (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed August 15, 2011).
     
 10.4 Third Amendment to Second Amended and Restated Loan Agreement dated as of July 31, 2012, between VNB New York Corp., Bank Leumi USA, Israel Discount Bank of New York, Manufacturers and Traders Trust Company and One Liberty Properties, Inc. (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed August 2, 2012).
     
 10.5 Fourth Amendment dated as of December 31, 2014 to Second Amended and Restated Loan Agreement dated as of July 31, 2012, between VNB New York LLC, Bank Leumi USA, Israel Discount Bank of New York, Manufacturers and Traders Trust Company and One Liberty Properties, Inc. (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed January 5, 2015).
     
 10.6*Compensation and Services Agreement effective as of January 1, 2007 between One Liberty Properties, Inc. and Majestic Property Management Corp. (incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K filed on March 14, 2007).
     
 10.7*First Amendment to Compensation and Services Agreement effective as of April 1, 2012 between One Liberty Properties, Inc. and Majestic Property Management Corp. (incorporated by reference to Exhibit 10.1 of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2012).
     
 10.8*Form of Performance Award Agreement (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on September 15, 2010).
     
 10.9*Form of Restricted Stock Award Agreement for the 2009 Incentive Plan (incorporated by reference to Exhibit 10.6 to our Annual Report on Form 10-K for the year ended December 31, 2010).
 
  

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 10.10*Form of Restricted Stock Award Agreement for the 2012 Incentive Plan (incorporated by reference to Exhibit 10.9 to our Annual Report on Form 10-K for the year ended December 31, 2013).
     
 14.1 Code of Business Conduct and Ethics (incorporated by reference to Exhibit 14.1 to One Liberty Properties, Inc.'s Current Report on Form 8-K filed on March 14, 2006).
     
 21.1 Subsidiaries of the Registrant
     
 23.1 Consent of Ernst & Young LLP
     
 31.1 Certification of President and Chief Executive Officer
     
 31.2 Certification of Senior Vice President and Chief Financial Officer
     
 32.1 Certification of President and Chief Executive Officer
     
 32.2 Certification of Senior Vice President and Chief Financial Officer
     
 101.INS XBRL Instance Document
     
 101.SCH XBRL Taxonomy Extension Schema Document
     
 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document
     
 101.DEF XBRL Taxonomy Extension Definition Linkbase Document

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 101.LAB XBRL Taxonomy Extension Definition Label Linkbase Document
     
 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document

*
Indicates a management contract or compensatory plan or arrangement.

        The file number for all the exhibits incorporated by reference is 001- 09279 other than exhibit 4.3 whose file number is 333-86850.


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SIGNATURES

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

  ONE LIBERTY PROPERTIES, INC.

March 12, 201515, 2016

 

By:

 

/s/ PATRICK J. CALLAN, JR.

Patrick J. Callan, Jr.
President and Chief Executive Officer

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

Signature
 
Title
 
Date

 

 

 

 

 
/s/ MATTHEW J. GOULD

Matthew J. Gould
 Chairman of the Board of Directors March 12, 201515, 2016

/s/ FREDRIC H. GOULD

Fredric H. Gould

 

Vice Chairman of the Board of Directors

 

March 12, 201515, 2016

/s/ PATRICK J. CALLAN, JR.

Patrick J. Callan, Jr.

 

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

 

March 12, 201515, 2016

/s/ JOSEPH A. AMATO

Joseph A. Amato

 

Director

 

March 12, 201515, 2016

/s/ CHARLES BIEDERMAN

Charles Biederman

 

Director

 

March 12, 201515, 2016

/s/ JAMES J. BURNS

James J. Burns

 

Director

 

March 12, 201515, 2016

/s/ JOSEPH A. DELUCA

Joseph A. DeLuca

 

Director

 

March 12, 2015

/s/ JEFFREY A. GOULD

Jeffrey A. Gould


Director


March 12, 201515, 2016

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Signature
 
Title
 
Date

 

 

 

 

 
/s/ JEFFREY A. GOULD

Jeffrey A. Gould
DirectorMarch 15, 2016

/s/ LOUIS P. KAROL

Louis P. Karol

 

Director

 

March 12, 201515, 2016

/s/ J. ROBERT LOVEJOY

J. Robert Lovejoy

 

Director

 

March 12, 201515, 2016

/s/ LEOR SIRI

Leor Siri

 

Director

 

March 12, 201515, 2016

/s/ EUGENE I. ZURIFF

Eugene I. Zuriff

 

Director

 

March 12, 201515, 2016

/s/ DAVID W. KALISH

David W. Kalish

 

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

 

March 12, 201515, 2016

/s/ KAREN DUNLEAVY

Karen Dunleavy

 

Vice President, Financial (Principal Accounting Officer)

 

March 12, 201515, 2016

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Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders of
One Liberty Properties, Inc.

        We have audited the accompanying consolidated balance sheets of One Liberty Properties, Inc. and Subsidiaries (the "Company") as of December 31, 2015 and 2014, and the related consolidated statements of income, comprehensive income, changes in equity and cash flows for each of the three years in the period ended December 31, 2015. Our audits also included the financial statement schedule listed in the Index at Item 15(a). These financial statements and schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.

        We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of One Liberty Properties, Inc. and Subsidiaries at December 31, 2015 and 2014, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 2015, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

        We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), One Liberty Properties, Inc. and Subsidiaries' internal control over financial reporting as of December 31, 2015, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated March 15, 2016 expressed an unqualified opinion thereon.

/s/ Ernst & Young LLP

New York, New York
March 15, 2016


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Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders of
One Liberty Properties, Inc.

        We have audited One Liberty Properties, Inc. and Subsidiaries' internal control over financial reporting as of December 31, 2014,2015, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), (the COSO criteria). One Liberty Properties, Inc. and Subsidiaries' management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the company's internal control over financial reporting based on our audit.

        We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

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

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

        In our opinion, One Liberty Properties, Inc. and Subsidiaries maintained, in all material respects, effective internal control over financial reporting as of December 31, 2014,2015, based on the COSO criteria.

        We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of One Liberty Properties, Inc. and Subsidiaries as of December 31, 20142015 and 20132014, and the related consolidated statements of income, comprehensive income, changes in equity and cash flows for each of the three years in the period ended December 31, 20142015 of One Liberty Properties, Inc. and Subsidiaries and our report dated March 12, 201515, 2016 expressed an unqualified opinion thereon.

/s/ Ernst & Young LLP

New York, New York
March 12, 2015


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Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders of
One Liberty Properties, Inc.

        We have audited the accompanying consolidated balance sheets of One Liberty Properties, Inc. and Subsidiaries (the "Company") as of December 31, 2014 and 2013, and the related consolidated statements of income, comprehensive income, changes in equity and cash flows for each of the three years in the period ended December 31, 2014. Our audits also included the financial statement schedule listed in the Index at Item 15(a). These financial statements and schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.

        We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of One Liberty Properties, Inc. and Subsidiaries at December 31, 2014 and 2013, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 2014, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

        As discussed in Note 2 to the consolidated financial statements, the Company changed its method for reporting discontinued operations effective January 1, 2014.

        We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), One Liberty Properties, Inc.'s internal control over financial reporting as of December 31, 2014, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated March 12, 2015 expressed an unqualified opinion thereon.

/s/ Ernst & Young LLP

New York, New York
March 12, 201515, 2016


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ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

Consolidated Balance Sheets

(Amounts in Thousands, Except Par Value)


 December 31,  December 31, 

 2014 2013  2015 2014 

ASSETS

ASSETS

 

ASSETS

 

Real estate investments, at cost

 
 
 
 
      

Land

 $165,153 $153,529  $186,994 $165,153 

Buildings and improvements

 416,272 413,829  460,379 416,272 

Total real estate investments, at cost

 581,425 567,358  647,373 581,425 

Less accumulated depreciation

 76,575 71,171  85,116 76,575 

Real estate investments, net

 504,850 496,187  562,257 504,850 

Properties held-for-sale

 
10,176
 
5,177
  
12,259
 
10,176
 

Investment in unconsolidated joint ventures

 4,907 4,906  11,350 4,907 

Cash and cash equivalents

 20,344 16,631  12,736 20,344 

Restricted cash

 1,607   1,074 1,607 

Unbilled rent receivable (including $120 related to property held-for-sale in 2014)

 12,815 13,743 

Unbilled rent receivable (including $712 and $120 related to properties held-for-sale in 2015 and 2014, respectively)

 13,577 12,815 

Unamortized intangible lease assets, net

 27,387 26,035  28,978 27,387 

Escrow, deposits and other assets and receivables

 4,310 5,690  4,233 4,310 

Investment in BRT Realty Trust at market (related party)

  262 

Unamortized deferred financing costs, net

 4,043 3,267  3,914 4,043 

Total assets

 $590,439 $571,898  $650,378 $590,439 

LIABILITIES AND EQUITY

LIABILITIES AND EQUITY

 

LIABILITIES AND EQUITY

 

Liabilities:

 
 
 
 
      

Mortgages payable

 $292,049 $278,045  $334,428 $292,049 

Line of credit

 13,250 23,250  18,250 13,250 

Dividends payable

 6,322 5,806  6,901 6,322 

Accrued expenses and other liabilities

 12,451 7,790  13,852 12,451 

Unamortized intangible lease liabilities, net

 10,463 6,917  14,521 10,463 

Total liabilities

 334,535 321,808  387,952 334,535 


 

 

 

 

 

Commitments and contingencies

        

Equity:

 
 
 
 
  
 
 
 
 

One Liberty Properties Inc. stockholders' equity:

     

One Liberty Properties, Inc. stockholders' equity:

     

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

      

Common stock, $1 par value; 25,000 shares authorized;
15,728 and 15,221 shares issued and outstanding

 15,728 15,221 

Common stock, $1 par value; 25,000 shares authorized;
16,292 and 15,728 shares issued and outstanding

 16,292 15,728 

Paid-in capital

 219,867 210,324  232,378 219,867 

Accumulated other comprehensive loss

 (3,195) (490) (4,390) (3,195)

Accumulated undistributed net income

 21,876 23,877  16,215 21,876 

Total One Liberty Properties, Inc. stockholders' equity

 254,276 248,932  260,495 254,276 

Non-controlling interests in joint ventures

 1,628 1,158 

Non-controlling interests in consolidated joint ventures

 1,931 1,628 

Total equity

 255,904 250,090  262,426 255,904 

Total liabilities and equity

 $590,439 $571,898  $650,378 $590,439 

   

See accompanying notes.


Table of Contents


ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

Consolidated Statements of Income

(Amounts in Thousands, Except Per Share Data)


 Year Ended December 31,  Year Ended December 31, 

 2014 2013 2012  2015 2014 2013 

Revenues:

              

Rental income, net

 $56,647 $49,285 $42,846  $58,973 $56,647 $49,285 

Tenant reimbursements

 2,561 1,694 947  3,852 2,561 1,694 

Lease termination fee

 1,269   

Lease termination fees

 2,886 1,269  

Total revenues

 60,477 50,979 43,793  65,711 60,477 50,979 

Operating expenses:

              

Depreciation and amortization

 14,662 11,919 9,564  16,384 14,662 11,919 

General and administrative (including $2,385, $2,679 and $2,679 to related parties)

 8,796 7,801 7,317 

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

 9,527 8,796 7,801 

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

 6,047 4,407 3,213 

Federal excise and state taxes

 488 255 457  343 488 255 

Real estate expenses (including $850, $600 and $600 to related party)

 4,407 3,213 2,618 

Real estate acquisition costs (see Note 10 for related party information)

 449 479 921 

Leasehold rent

 308 308 308  308 308 308 

Real estate acquisition costs

 479 921 823 

Impairment loss

 1,093     1,093  

Total operating expenses

 30,233 24,417 21,087  33,058 30,233 24,417 

 

Operating income

 30,244 26,562 22,706  32,653 30,244 26,562 

Other income and expenses:

              

Equity in earnings of unconsolidated joint ventures

 533 651 1,368 

Gain on sale of real estate, net

 5,392 10,180  

Purchase price fair value adjustment

 960   

Prepayment costs on debt

 (568) (1,581)  

Equity in earnings of unconsolidated joint ventures (see Note 10 for related party information)

 412 533 651 

Gain on disposition of real estate—unconsolidated joint venture

  2,807     2,807 

Gain on sale—unconsolidated joint venture interest

  1,898     1,898 

Gain on sale—investment in BRT Realty Trust (related party)

 134     134  

Other income

 29 97 241  108 29 97 

Gain on sale of real estate, net

 10,180  319 

Prepayment costs on debt related to sale of real estate

 (1,581)   

Interest:

              

Expense

 (16,305) (13,716) (12,532) (16,027) (16,305) (13,716)

Amortization of deferred financing costs

 (1,037) (890) (774)

Amortization and write-off of deferred financing costs

 (1,023) (1,037) (890)

Income from continuing operations

 22,197 17,409 11,328  21,907 22,197 17,409 

Discontinued operations:

              

Income from operations

 13 577 1,567   13 577 

Impairment charge

  (62)  

Net gain on sales

   19,413 

Impairment loss

   (62)

Income from discontinued operations

 13 515 20,980   13 515 

 

Net income

 22,210 17,924 32,308  21,907 22,210 17,924 

Less net (income) loss attributable to non-controlling interests

 (94) (49) 12 

Less net income attributable to non-controlling interests

 (1,390) (94) (49)

 

Net income attributable to One Liberty Properties, Inc.

 $22,116 $17,875 $32,320  $20,517 $22,116 $17,875 

Weighted average number of common shares outstanding:

              

Basic

 15,563 14,948 14,427  15,971 15,563 14,948 

Diluted

 15,663 15,048 14,527  16,079 15,663 15,048 

Per common share attributable to common stockholders—basic:

              

Income from continuing operations

 $1.37 $1.12 $.77  $1.23 $1.37 $1.12 

Income from discontinued operations

  .03 1.41    .03 

 $1.37 $1.15 $2.18  $1.23 $1.37 $1.15 

Per common share attributable to common stockholders—diluted:

              

Income from continuing operations

 $1.37 $1.11 $.76  $1.22 $1.37 $1.11 

Income from discontinued operations

  .03 1.40    .03 

 $1.37 $1.14 $2.16  $1.22 $1.37 $1.14 

   

See accompanying notes.


Table of Contents


ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income

(Amounts in Thousands)


 Year Ended December 31,  Year Ended December 31, 

 2014 2013 2012  2015 2014 2013 

Net income

 $22,210 $17,924 $32,308  $21,907 $22,210 $17,924 

Other comprehensive (loss) gain

       

Net unrealized (loss) gain on available-for-sale securities

 (121) 47 11 

Other comprehensive (loss) gain:

       

Net unrealized gain (loss) on available-for-sale securities

 3 (121) 47 

Net unrealized (loss) gain on derivative instruments

 (2,643) 961 (547) (1,168) (2,643) 961 

One Liberty Property's share of joint venture net unrealized gain (loss) on derivative instruments

 24 76 (23)

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

 (1) 24 76 

Other comprehensive (loss) gain

 (2,740) 1,084 (559) (1,166) (2,740) 1,084 

Comprehensive income

 
19,470
 
19,008
 
31,749
  
20,741
 
19,470
 
19,008
 

Comprehensive (income) loss attributable to non-controlling interests

 (94) (49) 12 

Unrealized loss on derivative instruments attributable to non-controlling interests

 (35) (4)  

Comprehensive income attributable to non-controlling interests

 (1,390) (94) (49)

Unrealized gain (loss) on derivative instruments attributable to non-controlling interests

 29 (35) (4)

Comprehensive income attributable to One Liberty Properties, Inc.

 $19,341 $18,955 $31,761  $19,380 $19,341 $18,955 

   

See accompanying notes.


Table of Contents


ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

Consolidated Statements of Changes in Equity

For the Three Years Ended December 31, 20142015

(Amounts in Thousands, Except Per Share Data)


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

Balances, December 31, 2011

 $14,213 $189,486 $(1,019)$15,605 $662 $218,947 

Distributions—common stock
Cash—$1.34 per share

    (19,924)  (19,924)

Shares issued through equity offering program—net

 121 2,010    2,131 

Restricted stock vesting

 49 (49)     

Shares issued through dividend reinvestment plan

 215 3,437    3,652 

Contributions from non-controlling interests

     571 571 

Distributions to non-controlling Interests

     (290) (290)

Compensation expense—restricted stock

  1,223    1,223 

Net income (loss)

    32,320 (12) 32,308 

Other comprehensive (loss)

   (559)   (559)

Balances, December 31, 2012

 14,598 196,107 (1,578) 28,001 931 238,059  $14,598 $196,107 $(1,578)$28,001 $931 $238,059 

Distributions—common stock
Cash—$1.42 per share

    (21,999)  (21,999)    (21,999)  (21,999)

Shares issued through equity offering program—net

 363 8,802    9,165  363 8,802    9,165 

Restricted stock vesting

 50 (50)      50 (50)     

Shares issued through dividend reinvestment plan

 210 4,025    4,235  210 4,025    4,235 

Contributions from non-controlling interest

     480 480      480 480 

Distributions to non-controlling interests

     (298) (298)     (298) (298)

Compensation expense—restricted stock

  1,440    1,440 

Compensation expense—
restricted stock

  1,440    1,440 

Net income

    17,875 49 17,924     17,875 49 17,924 

Other comprehensive income (loss)

   1,088  (4) 1,084    1,088  (4) 1,084 

Balances, December 31, 2013

 15,221 210,324 (490) 23,877 1,158 250,090  15,221 210,324 (490) 23,877 1,158 250,090 

Distributions—common stock
Cash—$1.50 per share

    (24,117)  (24,117)    (24,117)  (24,117)

Shares issued through equity offering program—net

 179 3,589    3,768  179 3,589    3,768 

Restricted stock vesting

 101 (101)      101 (101)     

Shares issued through dividend reinvestment plan

 227 4,222    4,449  227 4,222    4,449 

Contributions from non-controlling interests

     639 639      639 639 

Distributions to non-controlling interests

     (228) (228)     (228) (228)

Compensation expense—restricted stock

  1,833    1,833 

Compensation expense—
restricted stock

  1,833    1,833 

Net income

    22,116 94 22,210     22,116 94 22,210 

Other comprehensive (loss)

   (2,705)  (35) (2,740)   (2,705)  (35) (2,740)

Balances, December 31, 2014

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

Distributions—common stock Cash—$1.58 per share

    (26,178)  (26,178)

Shares issued through equity offering program—net

 295 6,162    6,457 

Restricted stock vesting

 72 (72)     

Shares issued through dividend reinvestment plan

 197 4,087    4,284 

Contributions from non-controlling interests

     713 713 

Distributions to non-controlling interests

     (1,829) (1,829)

Compensation expense—
restricted stock

  2,334    2,334 

Net income

    20,517 1,390 21,907 

Other comprehensive income (loss)

   (1,195)  29 (1,166)

Balances, December 31, 2015

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

   

See accompanying notes.


Table of Contents


ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows

(Amounts in Thousands)


 Year Ended December 31,  Year Ended December 31, 

 2014 2013 2012  2015 2014 2013 

Cash flows from operating activities:

              

Net income

 $22,210 $17,924 $32,308  $21,907 $22,210 $17,924 

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

              

Gain on sale of real estate

 (5,392) (10,180)  

Purchase price fair value adjustment

 (960)   

Gain on disposition of real estate held by unconsolidated joint venture

  (2,807)     (2,807)

Gain on sale—unconsolidated joint venture interest

  (1,898)     (1,898)

Gain on sale of available-for-sale securities (to related party in 2014)

 (134) (6) (9)  (134) (6)

Gain on sale of real estate

 (10,180)  (19,732)

Impairment loss/charge

 1,093 62  

Prepayment costs on debt related to sale of real estate

 1,581   

Increase in rental income from straight-lining of rent

 (1,490) (1,114) (1,354)

Increase in rental income resulting from bad debt recovery, net

   (117)

(Increase) decrease in rental income from amortization of intangibles relating to leases

 (267) (160) 2 

Impairment loss

  1,093 62 

Prepayment costs on debt related to real estate

  1,581  

Increase in unbilled rent receivable

 (1,448) (1,569) (1,114)

Write-off of unbilled rent receivable

 566 79  

Amortization of intangibles relating to leases, net

 (723) (267) (160)

Amortization of restricted stock expense

 1,833 1,440 1,223  2,334 1,833 1,440 

Equity in earnings of unconsolidated joint ventures

 (533) (651) (1,368) (412) (533) (651)

Distributions of earnings from unconsolidated joint ventures

 502 1,103 1,016  540 502 1,103 

Depreciation and amortization

 14,662 12,043 9,966  16,384 14,662 12,043 

Amortization and write off of financing costs

 1,037 891 800 

Amortization and write-off of financing costs

 1,023 1,037 891 

Payment of leasing commissions

 (165) (200) (438) (716) (165) (200)

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

 1,149 (1,653) (492) 197 1,149 (1,653)

Increase in accrued expenses and other liabilities

 505 1,763 71  616 505 1,763 

Net cash provided by operating activities

 31,803 26,737 21,876  33,916 31,803 26,737 

Cash flows from investing activities:

 
 
 
 
 
 
        

Purchase of real estate

 (57,096) (107,579) (44,088) (67,445) (57,096) (107,579)

Improvements to real estate

 (769) (2,867) (4,969) (3,868) (769) (2,867)

Net proceeds from sale of real estate

 43,788  36,062  16,025 43,788  

Purchase of partner's interest in unconsolidated joint venture

 (6,300)   

Investment in unconsolidated joint ventures

 (12,686)   

Distributions of capital from unconsolidated joint ventures

 776 53 5,495 

Net proceeds from disposition of unconsolidated joint venture interest

  13,444     13,444 

Distributions of return of capital from unconsolidated joint ventures

 53 5,495 145 

Net proceeds from sale of available-for-sale securities (to related party in 2014)

 266 19 373   266 19 

Net cash used in investing activities

 (13,758) (91,488) (12,477) (73,498) (13,758) (91,488)

Cash flows from financing activities:

 
 
 
 
 
 
        

Scheduled amortization payments of mortgages payable

 (7,597) (6,808) (5,533) (7,793) (7,597) (6,808)

Repayment of mortgages payable

 (38,873) (4,708) (32,422) (27,967) (38,873) (4,708)

Prepayment costs on debt related to sale of real estate

 (1,581)   

Proceeds from mortgage financings

 60,474 63,590 65,989  79,605 60,474 63,590 

Proceeds from common stock offering, net

 3,768 9,165 2,131 

Proceeds from sale of common stock, net

 6,457 3,768 9,165 

Proceeds from bank line of credit

 42,500 32,500 14,550  45,400 42,500 32,500 

Repayment on bank line of credit

 (52,500) (9,250) (34,550) (40,400) (52,500) (9,250)

Issuance of shares through dividend reinvestment plan

 4,449 4,235 3,652  4,284 4,449 4,235 

Payment of financing costs

 (1,782) (656) (2,111) (897) (1,782) (656)

Prepayment costs on debt related to real estate

  (1,581)  

Capital contributions from non-controlling interests

 639 480 571  713 639 480 

Distributions to non-controlling interests

 (228) (298) (290) (1,829) (228) (298)

Cash distributions to common stockholders

 (23,601) (21,445) (19,477) (25,599) (23,601) (21,445)

Net cash (used in) provided by financing activities

 (14,332) 66,805 (7,490)

Net cash provided by (used in) financing activities

 31,974 (14,332) 66,805 

Net increase in cash and cash equivalents

 
3,713
 
2,054
 
1,909
 

Net (decrease) increase in cash and cash equivalents

 
(7,608

)
 
3,713
 
2,054
 

Cash and cash equivalents at beginning of year

 16,631 14,577 12,668  20,344 16,631 14,577 

Cash and cash equivalents at end of year

 $20,344 $16,631 $14,577  $12,736 $20,344 $16,631 

Supplemental disclosures of cash flow information:

 
 
 
 
 
 
 

Cash paid during the year for interest expense, net of capitalized interest of $9 and $35 in 2013 and 2012, respectively

 $16,403 $13,744 $13,088 

Cash paid during the year for income taxes

 90 78 68 

Cash paid during the year for Federal excise tax

 64 290  

Supplemental schedule of non-cash investing and financing activities:

 
 
 
 
 
 
 

Contribution of property to unconsolidated joint venture

 $ $ $11,734 

Purchase accounting allocations—intangible lease assets

 4,771 11,624 6,641 

Purchase accounting allocations—intangible lease liabilities

 (4,376) (2,210) (588)

Restricted cash received for tenant improvements and other reserve, net

 1,607   

Continued on next page

Continued on next page

 

Table of Contents


ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows (Continued)

(Amounts in Thousands)

 
 Year Ended December 31, 
 
 2015 2014 2013 

Supplemental disclosures of cash flow information:

          

Cash paid during the year for interest expense

 $15,986 $16,403 $13,744 

Cash paid during the year for income taxes

  70  90  78 

Cash paid during the year for Federal excise tax, net

  300  64  290 

Supplemental schedule of non-cash investing and financing activities:

  
 
  
 
  
 
 

Mortgage debt extinguished upon conveyance of property to mortgagee by deed-in-lieu of foreclosure

 $1,466 $ $ 

Consolidation of real estate investment

  2,633     

Purchase accounting allocation—intangible lease assets

  5,776  4,771  11,624 

Purchase accounting allocation—intangible lease liabilities

  (5,365) (4,376) (2,210)

   

See accompanying notes.


Table of Contents


ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 20142015

NOTE 1—ORGANIZATION AND BACKGROUND

        One Liberty Properties, Inc. ("OLP") was incorporated in 1982 in Maryland. OLP is a self-administered and self-managed real estate investment trust ("REIT"). OLP acquires, owns and manages a geographically diversified portfolio consisting primarily of retail, industrial, flex and health and fitness and other properties, a substantial portionmany of which are subject to long-term net leases. As of December 31, 2014,2015, OLP owned 115owns 120 properties, including seven properties owned by consolidated joint ventures and five properties owned by unconsolidated joint ventures. The 115120 properties are located in 3031 states.

NOTE 2—SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

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

Investment in Joint Ventures and Variable Interest Entities

        The Company assesses the accounting treatment for each joint venture investment. This assessment includes a review of each joint venture or limited liability company 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 the Company and its partner, among other things, (i) approve the annual budget, (ii) approve certain expenditures, (iii) prepare or review and approve the joint venture's tax return before filing, and (iv) approve each lease at eacha property, the Company does not consolidate the joint venture as the Company considers these to be substantive participation rights that result in shared power over the activities that most significantly impact the performance of the joint venture.

        The Financial Accounting Standards Board, or FASB, provides guidance for determining whether an entity is a variableVIE. VIEs are defined as entities in which equity investors do not have the characteristics of a controlling financial interest entity, or VIE, states that a VIE is an entity with one or more of the following characteristics: (1) the entity's totaldo not have sufficient equity investment at risk is insufficient to permitfor the entity to finance its activities without additional subordinated financial support, (2) as a group the holders of the equity investment at risk lack (a) the direct or indirect ability through voting, or similar rights to make decisions about the entity's activities that have a significant effect on the success of the entity, (b) the obligation to absorb the expected losses of the entity, or (c) the right to receive the expected residual returns of the entity, or (3) the equity investors have voting rights that are not proportional to their economic interests, and substantially all of the entity's activities either involve or are conducted on behalf of an investor that has disproportionately fewer voting rights.

support. A VIE is required to be consolidated by its primary beneficiary. The primary beneficiary, of a VIEwhich is the party that (i) has the (i) power to directcontrol the activities that most significantly impact the VIE's economic performance and (ii) has the obligation to absorb losses, of the VIE or the right to receive benefits, fromof the VIE that could potentially be significant to the VIE.


Table of Contents


ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

December 31, 2014

NOTE 2—SIGNIFICANT ACCOUNTING POLICIES (Continued)

        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. In situations where the Company does not have the power over tenant activities that most significantly impact the performance of the property, the Company would not consolidate tenant operations.

        In June 2014, the Company purchased land for $6,510,000 in Sandy Springs, Georgia improved with a 196 unit apartment complex, and simultaneously entered into a long-term triple net ground lease with the owner/operator of this complex (see Note 3). The Company determined that it has a variable interest throughaccounts for its ground lease andinvestments in unconsolidated joint ventures under the owner/operator is a VIE because its equity investmentmethod of accounting. All investments in the unconsolidated joint ventures have sufficient equity at risk is not sufficientto permit the entity to finance its activities without additional subordinated financial support. The Company's fee interest in the land is collateral for the owner/operator's loan on the buildings located at this property. The Company further determined that it is not the primary beneficiary because the Company does not have the power to direct the activities that most significantly impact the owner/operator's economic performance suchsupport and, as management, operational budgets and other rights, including leasing of the units and therefore, will not consolidate the VIE for financial statement purposes. Accordingly, the Company accounts for its investment as land and the revenue from the ground lease ($531,000 for the year ended December 31, 2014) as Rental income, net. At December 31, 2014, the Company's maximum exposure to loss as a result of the ground lease is an aggregate of $6,712,000, representing the $6,516,000 carrying value of the land, included in Real estate investments, net, on the consolidated balance sheets and the unbilled rent receivable of $196,000.

        In June 2014, the Company entered into a joint venture, in which the Company has a 95% equity interest, and acquired a property located in Joppa, Maryland (see Note 3). The Company also made a senior preferred equity investment in the joint venture. The Company has determined that this joint venture is a VIE as the Company's voting rights are not proportional to its economic interests and substantially all of the joint venture's activities are conducted by the Company. The Company further determined that it is the primary beneficiary of the VIE as it has the power to direct the activities that most significantly impact the joint venture's performance including management, approval of expenditures, and sale of the property, as well as the obligation to absorb the losses or rights to receive benefits from the VIE. Accordingly, the Company consolidates the operations of this joint venture for financial statement purposes. The carrying amounts and classification in the Company's consolidated balance sheets were assets (none of which are restricted) consisting of land of $3,805,000, building and improvements (net of depreciation) of $8,069,000, cash of $527,000, prepaid expenses and receivables of $42,000, accrued expenses and other liabilities of $152,000 and non-controlling interest in joint ventures of $312,000. The joint venture's creditors do not have recourse to the assets of the Company other than those held by the joint venture.

        With respect to six consolidated joint ventures in which the Company has between an 85% to 95% interest, the Company has determined that (i) such ventures are not VIE's and (ii) the Company exercises substantial operating control and accordingly, such ventures are consolidated for financial statement purposes. MCB Real Estate, LLC and its affiliates are the Company's joint venture partner in six of the seven of the Company's consolidated joint ventures (including the Joppa, Maryland joint venture described in the previous paragraph).


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ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

December 31, 20142015

NOTE 2—SIGNIFICANT ACCOUNTING POLICIES (Continued)

        The Company accounts for its investments in five unconsolidated joint ventures under the equity method of accounting. All investments in these 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 VIE's.VIEs. In addition, although the Company is the managing member in certain ventures, it does not exercise substantial operating control 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 has elected to follow the cumulative earnings approach when assessing, for the consolidated statement of cash flows, whether the distribution from the investee is a return of the investor's investment as compared to a return on its investment. The source of the cash generated by the investee to fund the distribution is not a factor in the analysis (that is, it does not matter whether the cash was generated through investee refinancing, sale of assets or operating results). Consequently, the investor only considers the relationship between the cash received from the investee to its equity in the undistributed earnings of the investee, on a cumulative basis, in assessing whether the distribution from the investee is a return on or return of its investment. Cash received from the unconsolidated entity is presumed to be a return on the investment to the extent that, on a cumulative basis, distributions received by the investor are less than its share of the equity in the undistributed earnings of the entity.

Use of Estimates

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

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

Revenue Recognition

        Rental income includes the base rent that each tenant is required to pay in accordance with the terms of their respective leases reported on a straight-line basis over the non-cancelable term of the lease. In determining, in its judgment, that the unbilled rent receivable applicable to each specific property is collectible, management reviews unbilled rent receivables on a quarterly basis and takes into consideration the tenant's payment history and financial condition. Some of the leases provide for increases based on the consumer price indexConsumer Price Index and for additional contingent rental revenue in the form of percentage rents. The percentage rents are based upon the level of sales achieved by the lessee and are recognized once the required sales levels are reached.


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ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

December 31, 20142015

NOTE 2—SIGNIFICANT ACCOUNTING POLICIES (Continued)

of percentage rents. The percentage rents are based upon the level of sales achieved by the lessee and are recognized once the required sales levels are reached.

        Substantially all of the Company's properties are subject to long-term net leases under which the tenant is typically responsible to pay for real estate taxes, insurance and ordinary maintenance and repairs for the property directly to the vendor, and the Company is not the primary obligor with respect to such items. As a result, the revenue and expenses relating to these properties are recorded on a net basis. For certain properties, the tenants, in addition to base rent, alsothe tenants pay the Company their share of real estate taxes and operating expenses.expenses to the Company. The income and expenses associated with these properties are generally recorded on a gross basis. For the years ended December 31, 2015, 2014 2013 and 2012,2013, the Company recorded reimbursements of expenses of $3,852,000, $2,561,000 $1,694,000 and $947,000,$1,694,000, respectively, which are reported as Tenant reimbursements in the accompanying consolidated statements of income.

        Gains or losses on disposition of properties are recorded when the criteria under GAAP has been met.

Fair Value Measurements

        The Company measures the fair value of financial instruments based on the assumptions that market participants would use in pricing the asset or liability. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). As a basis for considering market participant assumptions in fair value measurements, a fair value hierarchy distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity and the reporting entity'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 on significant "unobservable" market inputs.

Purchase Accounting for Acquisition of Real Estate

        The Company records acquired real estate investments as business combinations when the real estate is occupied, at least in part, at acquisition. Costs directly related to the acquisition of such investments are expensed as incurred. Acquired real estate investments that do not meet the definition of a business combination are recorded at cost. Transaction costs incurred with asset acquisitions that do not meet the definition of a business combination are capitalized. The Company allocates the purchase price of real estate among land, building, improvements and intangibles, such as the value of above, below and at-market leases, and origination costs associated with in-place leases at the acquisition date. The Company assesses the fair value of the lease intangibles and the assumed mortgage based on estimated cash flow projections that utilize appropriate discount rates and available market information. Such inputs are categorized as Level 3 in the fair value hierarchy. The fair value of the tangible assets of an acquired property is determined by valuing the property as if it were vacant. The value, as determined, is allocated to land, building and improvements based on management's determination of the relative fair values of these assets.


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ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

December 31, 2014

NOTE 2—SIGNIFICANT ACCOUNTING POLICIES (Continued)

        In valuing an acquired property's intangibles, factors considered by management include an estimate of carrying costs during the expected lease-up periods, such as real estate taxes, insurance, other operating expenses, and estimates of lost rental revenue during the expected lease-up periods


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ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

December 31, 2015

NOTE 2—SIGNIFICANT ACCOUNTING POLICIES (Continued)

based on its evaluation of current market demand. Management also estimates costs to execute similar leases, including leasing commissions and tenant improvements, legal and other related costs.improvements.

        The values of acquired above-market and below-market leases are recorded based on the present values (using discount rates which reflect the risks associated with the leases acquired) of the difference between the contractual amounts to be received and management's estimate of market lease rates, measured over the terms of the respective leases that management deemed appropriate at the time of the acquisitions. Such valuations include a consideration of the non-cancellable terms of the respective leases, as well as any applicable renewal period(s). The fair values associated with below-market rental renewal options are determined based on the Company's experience and the relevant facts and circumstances at the time of the acquisitions. The values of above-market leases are amortized as a reduction to rental income over the terms of the respective non-cancellable lease periods. The portion of the values of below-market leases associated with the original non-cancellable lease terms are amortized as an increase to rental income over the terms of the respective non-cancellable lease periods. The portion of the values of the leases associated with below-market renewal options that management deemed are likely to be exercised by the tenant are amortized to rental income over the respectivesuch renewal periods. The value of other intangible assets (including leasing commissions and tenant improvements) is amortizedrecorded to amortization expense over the remaining terms of the respective leases. If a lease were to be terminated prior to its contractual expiration date or not renewed, all unamortized amounts relating to that lease would be recognized in operations at that time. The estimated useful lives of intangible assets or liabilities generally range from one to 5440 years.

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

        The Company reviews its real estate portfolio on a quarterly basis to ascertain if there are any indicators of impairment to the value of any of its real estate assets, including deferred costs and intangibles, to determine if there is any need for an impairment charge. In reviewing the portfolio, the Company examines one or more of the following: the type of asset, the current financial statements or other available financial information of the tenant, the economic situation in the area in which the asset is located, the economic situation in the industry in which the tenant is involved, the timeliness of the payments made by the tenant under its lease, and any current communication with the tenant, including property inspection reports. For each real estate asset owned for which indicators of impairment exist, management performs a recoverability test by comparing the sum of the estimated undiscounted future cash flows attributable to the asset to its carrying amount. If the undiscounted cash flows are less than the asset's carrying amount, an impairment loss is recorded to the extent that the estimated fair value is less than the asset's carrying amount. The estimated fair value is determined using a discounted cash flow model of the expected future cash flows through the useful life of the property. The analysis includes an estimate of the future cash flows that are expected to result from the real estate investment's use and eventual disposition. These cash flows consider factors such as expected future operating income, trends and prospects, the effects of leasing demand, competition and other factors. Real estate assets that are classified as held-for-sale are valued at the lower of carrying amount or the estimated fair value less costs to sell on an individual asset basis.


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ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

December 31, 20142015

NOTE 2—SIGNIFICANT ACCOUNTING POLICIES (Continued)

        Real estate investments include costs of development and redevelopment activities, and construction in progress. Capitalized costs, including interest and other carrying costs during the construction and/or renovation periods, are included in the cost of the related asset when the property is ready for its intended use and charged to operations through depreciation over the asset's estimated useful life.

Properties Held-for-Sale

        In April 2014, the FASB issued ASU 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity, which changes the criteria for determining which future disposals can be presented as discontinued operations and modifies related disclosure requirements. Under the new guidance, a discontinued operation is defined as a disposal of a component or group of components that is disposed of or is classified as held-for-sale and represents a strategic shift that has (or will have) a major effect on an entity's operations and financial results. Additionally, the guidance requires additional disclosures for discontinued operations and new disclosures for individually material disposal transactions that do not meet the definition of a discontinued operation. The Company early adopted the guidance effective January 1, 2014 for disposals (or classifications as held-for-sale) that have not been reported in financial statements previously issued. It did not apply to the two properties sold in February 2014 because these properties were previously classified as properties held-for-sale as of December 31, 2013 and will continue to be accounted for as discontinued operations for the periods presented. It is expected that most of the Company's future dispositions will not meet the criteria for being treated as a discontinued operation.

        Real estate investments are classified as properties held-for-sale when management has determineddetermines that it has met the criteria described above.investment meets the applicable criteria. Real estate investments which are held-for-sale are not depreciated.

CCashash and Cash Equivalents

        All highly liquid investments with original maturities of three months or less when purchased are considered to be cash equivalents. The Company places its cash and cash equivalents in high quality financial institutions.

Escrow, Deposits and Other Assets and Receivables

        Escrow, deposits and other assets and receivables include $1,376,000$1,390,000 and $1,453,000$1,376,000 at December 31, 20142015 and 2013,2014, respectively, relating to real estate taxes, insurance and other escrows.

Allowance for Doubtful Accounts

        The Company maintains an allowance for doubtful accounts for estimated losses resulting from the inability of its tenants to make required rent payments. If the financial condition of a specific tenant were to deteriorate resulting in an impairment of its ability to make payments, additional allowances may be required. At December 31, 20142015 and 2013,2014, there was no balance in the allowance for doubtful accounts.

        The Company records bad debt expense as a reduction of rental income. For the year ended December 31, 2015, the Company incurred bad debt expense of $89,000 (see Note 5). For the years ended December 31, 2014 and 2013, the Company did not incur any bad debt expense. For the year ended


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ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

December 31, 2014

NOTE 2—SIGNIFICANT ACCOUNTING POLICIES (Continued)

December 31, 2012, the Company recorded bad debt expense of $56,000 in income from continuing operations and net recoveries of previously recognized bad debt expense of $173,000 in discontinued operations as a result of collections from one tenant.

Depreciation and Amortization

        Depreciation of buildings is computed on the straight-line method over an estimated useful life of 40 years. Depreciation of improvements is computed on the straight-line method over the lesser of the remaining lease term or the estimated useful life of the improvements. If the Company determines it is the owner of tenant improvements, the amounts funded to construct the tenant improvements are treated as a capital asset. Leasehold interest and the related ground lease payments are amortized over the initial lease term of the leasehold position. Depreciation expense, including amortization of a leasehold position, lease origination costs, and capitalized leaseleasing commissions, and excluding depreciation expense included in discontinued operations (2013 and 2012)(2013), amounted to $16,384,000, $14,662,000 $11,919,000 and $9,564,000$11,919,000 for the years ended December 31, 2015, 2014 2013 and 2012,2013, respectively.

Deferred Financing Costs

        Mortgage and credit line costs are deferred and amortized on a straight-line basis over the terms of the respective debt obligations, which approximates the effective interest method. At December 31, 20142015 and 2013,2014, accumulated amortization of such costs was $4,628,000 and $4,379,000, and $3,908,000, respectively.


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ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

December 31, 2015

NOTE 2—SIGNIFICANT ACCOUNTING POLICIES (Continued)

Investment in Available-For-Sale Securities

        The Company determines the classification of equity securities at the time of purchase and reassesses the classification at each reporting date. At December 31, 2014,2015 all equity securities have been classified as available-for-sale and recorded at fair value. The fair value of the Company's equity investment in publicly-traded companies is determined based upon the closing trading price of the securities as of the balance sheet date and unrealized gains and losses on these securities are recorded as a separate component of stockholders' equity. Unrealized losses that are determined to be other-than-temporary are recognized in earnings.

        In May 2014, the Company sold to Gould Investors L.P., a related party, 37,081 shares of BRT Realty Trust, a related party, for proceeds of $266,000 (based on the average of the closing prices for the 30 days preceding the sale). The cost of these shares was $132,000 and the Company realized a gain on sale of $134,000, of which $132,000 was reclassified from accumulated other comprehensive loss on the consolidated balance sheet into earnings. The Company's investment had a fair market value of $262,000 at December 31, 2013.

At December 31, 20142015 and 2013,2014, the total cumulative net unrealized gainsgain of $24,000$27,000 and $145,000,$24,000, respectively, on all investments in equity securities is reported as accumulated other comprehensive income (loss)loss in the stockholders' equity section.


Tablesection of Contents


ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

December 31, 2014

NOTE 2—SIGNIFICANT ACCOUNTING POLICIES (Continued)the consolidated balance sheets.

        Realized gains and losses are determined using the average cost method. During 2014 2013 and 2012,2013, sales proceeds and gross realized gains and losses on securities classified as available-for-sale were (amounts in thousands):


 2014 2013 2012  2014 2013 

Sales proceeds

 $266 $19 $373  $266 $19 

Gross realized gains

 134(a) 6(b) 9(b) 134(a) 6(b)

(a)
Reported as Gain on sale—investment in BRT Realty Trust (related party) on the consolidated statement of income. (See Note 9.)

(b)
Resulting from the sale of other available-for-sale securities and is included in Other income on the consolidated statement of income.

        There were no sales of available-for-sale securities during 2015.

Income Taxes

        The Company is qualified as a real estate investment trust under the applicable provisions of the Internal Revenue Code. Under these provisions, the Company will not be subject to Federal, and generally, state and local income taxes, on amounts distributed to stockholders, provided it distributes at least 90% of its taxable income and meets certain other conditions. During the years ended December 31, 2015, 2014 and 2013, the Company recorded accruals of Federal excise tax expense of $283,000$174,000, $302,000 and $45,000, respectively, which areis based on taxable income generated but not yet distributed.

        For 2015 and 2014, 67% and 2013, 26% and 27%, respectively, of the distributions were treated as capital gain distributions, with the balance treated as ordinary income.

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


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ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

December 31, 2015

NOTE 2—SIGNIFICANT ACCOUNTING POLICIES (Continued)

valuation allowance as a substitute for derecognition of tax positions is prohibited. The Company has not identified any uncertain tax positions requiring accrual.

Concentration of Credit Risk

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


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ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

December 31, 2014

NOTE 2—SIGNIFICANT ACCOUNTING POLICIES (Continued)

        Including the properties owned by our unconsolidated joint ventures, theThe Company's properties are located in 3031 states. The following chart lists the states where the Company's properties contributed over 10% to the Company's total revenues, excluding the lease termination feefees in 2014 (amounts in thousands):2015 and 2014:


 Year Ended December 31,  Year Ended
December 31,
 

 2014 2013 2012  2015 2014 2013 

Texas

 13.3% 13.0% 10.8% 11.6% 13.3% 13.0%

New York

 9.5 11.0 12.8  8.9 9.5 11.0 

New Jersey

 9.5 10.7 8.3  3.2 9.5 10.7 

Pennsylvania

 7.8 8.8 10.1 

        The Company owns eleven real estate investments that are located in six states and are net leasedExcluding any lease termination fees, no tenant contributed over 10% to Haverty Furniture Companies, Inc., a retail furniture company, pursuant to a master lease. The initial term of the net lease expires August 2022, with several renewal options. These real estate investments, which represented 9.1% and 9.5% of the depreciated book value of real estate investments at December 31, 2014 and 2013, respectively, generated rental revenues of approximately $4,844,000 in each year or 8.2%, 9.5%, and 11.1% for 2014, 2013 and 2012, respectively, of the Company's total revenues (excludingduring the lease termination fee in 2014).years ended December 31, 2015, 2014 and 2013.

Segment Reporting

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

Stock Based Compensation

        The fair value of restricted stock grants and restricted stock units, determined as of the date of grant, is amortized into general and administrative expense over the respective vesting period. The deferred compensation to be recognized as expense is net of certain forfeiture and performance assumptions which are re-evaluated quarterly.

Derivatives and Hedging Activities

        The Company's objective in using interest rate swaps is to add stability to interest expense and to manage its exposure to interest rate movements. The Company does not use derivatives for trading or speculative purposes.

        The Company records all derivatives on the consolidated balance sheetsheets at fair value. The valuation of these instruments is determined using widely accepted valuation techniques, including discounted cash flow analysis on the expected cash flows of the derivative.derivatives. In addition, the Company incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty's nonperformance risk in the fair value measurements. These counterparties are generally the larger financial institutions engaged in providing a variety of financial services. These


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ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

December 31, 20142015

NOTE 2—SIGNIFICANT ACCOUNTING POLICIES (Continued)

are generally the larger financial institutions engaged in providing a variety of financial services. These institutions generally face similar risks regarding adverse changes in market and economic conditions including, but not limited to, fluctuations in interest rates, exchange rates, equity and commodity prices and credit spreads.

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

Earnings Per Common Share

        Basic earnings per share was determined by dividing net income allocable to common stockholders for each year by the weighted average number of shares of common stock outstanding during eachthe applicable year. Net income is also allocated to the unvested restricted stock outstanding during each year, as the restricted stock is entitled to receive dividends and is therefore considered a participating security. Unvested restricted stock is not allocated net losses and/or any excess of dividends declared over net income; such amounts are allocated entirely to the common stockholders, other than the holders of unvested restricted stock. The restricted stock units awarded under the Pay-for-Performance program described in Note 10 are excluded from the basic earnings per share calculation, as these units are not participating securities.securities (see Note 11).

        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. For 2015, 2014 2013 and 2012,2013, the diluted weighted average number of shares of common sharesstock includes 108,000, 100,000 and 100,000 shares, representing the diluted weighted average impact of 100,000 sharesrespectively (of an aggregate of 200,000 shares) of common stock underlying the restricted stock units awarded pursuant to the Pay-For-PerformancePay-for-Performance Program. These amounts include 100,000 shares may vest upon satisfaction of the total stockholder return metric. The number of shares that would be issued pursuant to thisa metric is based on the market price and dividends paid at the end of each quarterly period, assuming the end of that quarterly period was the end of the vesting period. TheOf the remaining 100,000 shares of common stock underlying the restricted stock units awarded under the Pay-For-PerformancePay-for-Performance Program, 8,000 shares are not included duringin the diluted weighted average in 2015 and none of such 100,000 shares are included in 2014 2013 and 2012,2013, as they did not meet the return on capital performance metric during such years.

        There were no options outstanding to purchase shares of common stock or other rights exercisable for, or convertible into, common stock in 2015, 2014 2013 and 2012.2013.


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ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

December 31, 20142015

NOTE 2—SIGNIFICANT ACCOUNTING POLICIES (Continued)

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


 Year Ended December 31,  Year Ended December 31, 

 2014 2013 2012  2015 2014 2013 

Numerator for basic and diluted earnings per share:

              

Income from continuing operations

 $22,197 $17,409 $11,328  $21,907 $22,197 $17,409 

Less net (income) loss attributable to non-controlling interests

 (94) (49) 12 

Less earnings allocated to unvested shares(a)

 (722) (667)  

Less net income attributable to non-controlling interests

 (1,390) (94) (49)

Less earnings allocated to unvested restricted stock(a)

 (852) (722) (667)

Income from continuing operations available for common stockholders

 21,381 16,693 11,340  19,665 21,381 16,693 

Discontinued operations

 13 515 20,980   13 515 

Net income available for common stockholders, basic and diluted

 $21,394 $17,208 $32,320  $19,665 $21,394 $17,208 

Denominator for basic earnings per share:

              

—weighted average common shares

 15,563 14,948 14,427 

—weighted average unvested shares of restricted stock(b)

   411 

Weighted average common shares

 15,971 15,563 14,948 

Effect of diluted securities:

       

Restricted stock units awarded under Pay-for-Performance program

 108 100 100 

 15,563 14,948 14,838 

Effect of diluted securities:

       

—restricted stock units awarded under Pay-for-Performance program

 100 100 100 

Denominator for diluted earnings per share

       

—weighted average shares

 15,663 15,048 14,938 

Denominator for diluted earnings per share:

       

Weighted average shares

 16,079 15,663 15,048 

Earnings per common share, basic

 $1.37 $1.15 $2.18  $1.23 $1.37 $1.15 

Earnings per common share, diluted

 $1.37 $1.14 $2.16  $1.22 $1.37 $1.14 

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

              

Income from continuing operations

 $22,103 $17,360 $11,340  $20,517 $22,103 $17,360 

Income from discontinued operations

 13 515 20,980   13 515 

Net income attributable to One Liberty Properties, Inc.

 $22,116 $17,875 $32,320  $20,517 $22,116 $17,875 

(a)
Represents an allocation of distributed earnings to unvested restricted stock (whichwhich, as participating securities, are entitled to receive dividends) of the excess of dividends declared over net income.

(b)
The year ended December 31, 2012 includes unvested restricted stock because net income is greater than dividends declared.dividends.

ReclassificationReclassifications

        Certain amounts previously reported in the consolidated financial statements have been reclassified in the accompanying consolidated financial statements to conform to the current period's presentation; primarily to break out tenant reimbursements that had been included in rental income, net, for 2013 and 2012.


Table of Contentsyear's presentation.


ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

December 31, 2014

NOTE 2—SIGNIFICANT ACCOUNTING POLICIES (Continued)

New Accounting Pronouncements

        In February 2016, the FASB issued ASU 2016-02,Leases, which amends the existing accounting standards for lease accounting, including requiring lessees to recognize most leases on their balance sheets and making targeted changes to lessor accounting. The effective date of the standard will be for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018, and early adoption is permitted. The new leases standard requires a modified retrospective transition approach


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ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

December 31, 2015

NOTE 2—SIGNIFICANT ACCOUNTING POLICIES (Continued)

for all leases existing at, or entered into after, the date of initial application, with an option to use certain transition relief. The Company is currently evaluating the new guidance to determine the impact it may have on its consolidated financial statements.

        In September 2015, the FASB issued ASU 2015-16,Business Combinations: Simplifying the Accounting for Measurement Period Adjustments, which eliminates the requirement for an acquirer in a business combination to account for measurement period adjustments retrospectively. Instead, acquirers must recognize measurement-period adjustments during the period in which they determine the amounts, including the effect on earnings of any amounts they would have recorded in previous periods if the accounting had been completed at the acquisition date. The effective date of the standard will be for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted. The Company has not elected early adoption and is currently evaluating the new guidance to determine the impact, if any, it may have on its consolidated financial statements.

        In April 2015, the FASB issued ASU 2015-03,Interest—Imputation of Interest—Simplifying the Presentation of Debt Issuance Costs, which amends the balance sheet presentation for debt issuance costs. Under the amended guidance, a company will present unamortized debt issuance costs as a direct deduction from the carrying amount of that debt liability. The guidance is to be applied on a retrospective basis, and is effective for annual reporting periods beginning after December 15, 2015. The Company will adopt this guidance January 1, 2016. Adoption of this guidance will not have a material impact on the Company's consolidated financial statements.

        In February 2015, the FASB issued ASU 2015-02,Amendments to the Consolidation Analysis, which amends the current consolidation guidance, including introducing a separate consolidation analysis specific to limited partnerships and other similar entities. Under this analysis, limited partnerships and other similar entities will be considered VIEs unless the limited partners hold substantive kick-out rights or participating rights. The guidance is effective for annual and interim periods beginning after December 15, 2015. Early adoption is permitted. The Company has not elected early adoption and is currently evaluating the new guidance to determine the impact, if any, it may have on its consolidated financial statements.

        In January 2015, the FASB issued ASU No. 2015-01,Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items, which simplifies income statement presentation by eliminating extraordinary items from US GAAP. The ASU retains current presentation and disclosure requirements for an event or transaction that is of an unusual nature or of a type that indicates infrequency of occurrence. Transactions that meet both criteria would now also follow such presentation and disclosure requirements. The ASU is effective in annual periods, and interim periods within those annual periods, beginning after December 15, 2015. Early adoption is permitted; however, adoption must occur at the beginning of an annual period. An entity can elect to apply the guidance prospectively or retrospectively. The Company hashad elected early adoption for the year ended December 31, 2014, and its adoption did not have any impact on its consolidated financial statements.

        In August 2014, the FASB issued ASU No. 2014-15,Presentation of Financial Statements—Going Concern (Subtopic 205-40), which provides guidance on management's responsibility in evaluating whether there is substantial doubt about a company's ability to continue as a going concern and to provide related footnote disclosures. For each reporting period, management will be required to


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ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

December 31, 2015

NOTE 2—SIGNIFICANT ACCOUNTING POLICIES (Continued)

evaluate whether there are conditions or events that raise substantial doubt about a company's ability to continue as a going concern within one year from the date the financial statements are issued. The amendments in this update are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. The Company has elected early adoption for the year endingended December 31, 2015, and its adoption isdid not expected to have any impact on its consolidated financial statements.

        In May 2014, the FASB issued ASU No. 2014-09,Revenue from Contracts with Customers, which provides guidance for revenue recognition. The core principle of the new guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Additionally, the guidance requires improved disclosures to help users of financial statements better understand the nature, amount, timing and uncertainty of revenue that is recognized. This update isThe effective date of this standard will be for fiscal years, and interim and annual reporting periods beginningwithin those years, after December 15, 2016 and early2017. Early adoption is not permitted. The newpermitted after December 15, 2016. Entities have the option of using either a full retrospective or a modified approach to adopt the guidance can be applied either retrospectively to each prior reporting period presented, or as a cumulative-effect adjustment as ofin the date of adoption.ASU. The Company is currently in the process of evaluating the impact, if any, the adoption of this ASU will have on its consolidated financial statements.


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ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

December 31, 2014

NOTE 3—REAL ESTATE INVESTMENTS AND MINIMUM FUTURE RENTALS

Real Estate Acquisitions

        The following chart detailscharts detail the Company's acquisitions of real estate acquisitionsand an interest in a joint venture during 20142015 and 20132014 (amounts in thousands):

Description of Property
 Date Acquired Contract
Purchase
Price
 Terms of
Payment(a)
 Third Party
Real Estate
Acquisition
Costs(b)
 

Total Wine and More retail store,
Greensboro, North Carolina

 January 21, 2014 $2,971 All cash $20 

Chuck E Cheese restaurant,
Indianapolis, Indiana

 January 23, 2014  2,138 All cash  10 

Savers Thrift Superstore,
Highlands Ranch, Colorado

 May 7, 2014  4,825 All cash  83 

Hobby Lobby retail store,
Woodbury, Minnesota

 May 21, 2014  4,770 All cash  46 

Land—River Crossing Apartments,
Sandy Springs, Georgia(c)

 June 4, 2014  6,510 All cash  (d)

Noxell Corporation industrial building,
Joppa, Maryland(e)

 June 26, 2014  11,650 All cash  (d)

Regal Cinemas theater,
Indianapolis, Indiana

 October 2, 2014  9,000 All cash  78 

Pathmark supermarket,
Philadelphia, Pennsylvania(f)

 October 21, 2014  7,729 Cash and $4,635 mortgage(g)  162 

Progressive Converting distribution facility,
New Hope, Minnesota

 November 21, 2014  7,200 All cash  38 

Other(h)

        42 

Totals for 2014

   $56,793   $479 

Description of Property
 Date Acquired Contract
Purchase
Price
 Terms of
Payment(a)
 Third Party
Real Estate
Acquisition
Costs(b)
 

Marston Park Plaza retail stores,
Littleton, Colorado(c)

 February 25, 2015 $17,485 Cash and $11,853
mortgage(d)
 $184 

Interline Brands distribution facility,
Louisville, Kentucky

 March 18, 2015  4,400 Cash and $2,640
mortgage(e)
  48 

Land—The Meadows Apartments,
Lakemoor, Illinois(f)

 March 24, 2015  9,300 All cash  (g)

Joint venture interest—Shopko retail store,
Lincoln, Nebraska(h)

 March 31, 2015  6,300 All cash(h)  12 

Archway Roofing industrial facility,
Louisville, Kentucky(i)

 May 20, 2015  300 All cash  15 

JCIM industrial facility,
McCalla, Alabama

 July 28, 2015  16,618 All cash  45 

Fedex & CHEP USA distribution facility,
Delport (St. Louis), Missouri

 September 25, 2015  19,050 Cash and $12,383
mortgage(j)
  81 

Other costs(k)

        64 

Totals for 2015

   $73,453   $449 

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ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

December 31, 20142015

NOTE 3—REAL ESTATE INVESTMENTS AND MINIMUM FUTURE RENTALS (Continued)


Description of Property
 Date Acquired Contract
Purchase
Price
 Terms of
Payment(a)
 Third Party
Real Estate
Acquisition
Costs(b)
 

Kmart retail store,
Clemmons, North Carolina(i)

 March 22, 2013 $4,640 All cash $119 

Shutterfly flex facility,
Fort Mill, South Carolina

 July 1, 2013  15,500 Cash and $9,300
mortgage(j)
  124 

Texas Land & Cattle restaurant,
Killeen, Texas

 July 30, 2013  2,020 All cash  (k)

Hooters restaurant,
Concord, North Carolina

 August 1, 2013  2,469 All cash  15 

TRISUN Health Care—assisted living facility,
Round Rock, Texas

 August 6, 2013  22,800 Cash and $15,275
mortgage(l)
  321 

Hooters restaurant,
Myrtle Beach, South Carolina

 September 3, 2013  2,635 All cash  33 

Joe's Crab Shack restaurant,
Ann Arbor, Michigan

 September 12, 2013  2,980 All cash  31 

FedEx Express facility,
Indianapolis, Indiana

 September 13, 2013  9,270 All cash  39 

Northern Tool & Equipment distribution facility,
Fort Mill, South Carolina

 September 18, 2013  39,195 Cash and $27,300
mortgage(m)
  91 

TGIF restaurant,
Greensboro, North Carolina

 December 3, 2013  3,003 All cash  (k)

TGIF restaurant,
Richmond, Virginia

 December 3, 2013  3,017 All cash  (k)

Other(n)

        148 

Totals for 2013

   $107,529   $921 
Description of Property
 Date Acquired Contract
Purchase
Price
 Terms of
Payment(a)
 Third Party
Real Estate
Acquisition
Costs(b)
 

Total Wine and More retail store,
Greensboro, North Carolina

 January 21, 2014 $2,971 All cash $20 

Chuck E Cheese restaurant,
Indianapolis, Indiana

 January 23, 2014  2,138 All cash  10 

Savers Thrift Superstore,
Highlands Ranch, Colorado

 May 7, 2014  4,825 All cash  83 

Hobby Lobby retail store,
Woodbury, Minnesota

 May 21, 2014  4,770 All cash  46 

Land—River Crossing Apartments,
Sandy Springs, Georgia(f)

 June 4, 2014  6,510 All cash  (l)

Noxell Corporation industrial building,
Joppa, Maryland(m)

 June 26, 2014  11,650 All cash  (l)

Regal Cinemas theater,
Indianapolis, Indiana

 October 2, 2014  9,000 All cash  78 

Vacant (former Pathmark supermarket),
Philadelphia, Pennsylvania(n)

 October 21, 2014  7,729 Cash and $4,635
mortgage(o)
  162 

Progressive Converting distribution facility,
New Hope, Minnesota

 November 21, 2014  7,200 All cash  38 

Other(p)

        42 

Totals for 2014

   $56,793   $479 

(a)
All of the mortgages listed in this column were obtained from institutional lenders simultaneously with the acquisition of the respective properties.applicable property.

(b)
Included as an expense in the accompanying consolidated statements of income.

(c)
Represents 100% of the consolidated joint venture in which the Company has a 90% interest. The non-controlling interest contributed $663 for its 10% interest, which was equal to the fair value of such interest at the date of purchase.

(d)
The new mortgage debt bears interest at 4.12% per annum and matures February 2025.

(e)
The new mortgage debt bears interest at 3.88% per annum and matures February 2021.

(f)
The Company's fee interest in the land is collateral for the tenant's mortgage loan secured by the buildings located at this property.

(d)(g)
Transaction costs aggregating $292 incurred with this asset acquisition were capitalized.

(h)
The Company purchased its unconsolidated joint venture partner's 50% interest for $6,300. The payment was comprised of (i) $2,636 paid directly to the partner and (ii) $3,664, substantially all of which was used to pay off the partner's 50% share of the underlying joint venture mortgage.

(i)
This property is adjacent to the Interline Brands distribution facility purchased in March 2015.

(j)
The new mortgage debt bears interest at 3.85% per annum and matures August 2024.

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ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

December 31, 2015

NOTE 3—REAL ESTATE INVESTMENTS AND MINIMUM FUTURE RENTALS (Continued)

(k)
Costs incurred for properties purchased in 2014, potential acquisitions and transactions that were not consummated.

(l)
Transaction costs aggregating $303 incurred with these asset acquisitions were capitalized as these were asset acquisitions.capitalized.

(e)(m)
Represents 100% of the consolidated joint venture in which the Company has a 95% interest. The non-controlling interest contributed $306 for its 5% interest, which was equal to the fair value of such interest at the date of purchase. The Company also contributed $5,825 to the venture as senior preferred equity.

(f)(n)
Represents 100% of the consolidated joint venture in which the Company has a 90% interest. The non-controlling interest contributed $333 for its 10% interest, which was equal to the fair value of such interest at the date of purchase. This property has been vacant since late September 2015. See Note 5.

(g)(o)
The new mortgage debt bears interest at 3.885%3.89% per annum and matures November 2021.

(h)(p)
Costs incurred for properties purchased in 2013 and transactions that were not consummated.

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ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

December 31, 2014

NOTE 3—REAL ESTATE INVESTMENTS AND MINIMUM FUTURE RENTALS (Continued)

(i)
Represents 100% of the consolidated joint venture in which the Company has a 90% interest. The non-controlling interest contributed $470 for its 10% interest, which was equal to the fair value of such interest at the date of purchase.

(j)
The mortgage bears interest at 4.562% per annum and matures July 2023.

(k)
Transaction costs of $50 incurred were capitalized as these were asset acquisitions.

(l)
The mortgage bears interest at 5.375% per annum and matures August 2023.

(m)
The mortgage bears interest at 4.875% per annum and matures April 2029.

(n)
Costs incurred for potential acquisitions, properties purchased in 2012 and transactions that were not consummated.

        The following chart provides the allocation of the purchase price for the Company's real estate acquisitions during 2014 and 2013 (amounts in thousands):

 
  
  
  
 Intangible Lease  
 
 
  
  
 Building
Improvements
  
 
Description of Property
 Land Building Asset Liability Total 

Total Wine and More retail store,
Greensboro, North Carolina

 $1,046 $1,468 $83 $374 $ $2,971 

Chuck E Cheese restaurant,
Indianapolis, Indiana

  853  1,321  145  94  (275) 2,138 

Savers Thrift Superstore,
Highlands Ranch, Colorado

  2,361  2,644  280  856  (1,316) 4,825 

Hobby Lobby retail store,
Woodbury, Minnesota

  1,190  3,667  335  734  (1,156) 4,770 

Land—River Crossing Apartments,
Sandy Springs, Georgia(a)

  6,516          6,516 

Noxell Corporation industrial building,
Joppa, Maryland(b)

  3,805  7,991  151      11,947 

Regal Cinemas theater,
Indianapolis, Indiana

  3,087  5,000  225  1,575  (887) 9,000 

Pathmark supermarket,
Philadelphia, Pennsylvania

  1,793  5,396  244  440  (144) 7,729 

Progressive Converting distribution facility,
New Hope, Minnesota

  881  6,033  30  757  (501) 7,200 

Subtotals

  21,532  33,520  1,493  4,830  (4,279) 57,096 

Other(c)

  74  70  18  (59) (97) 6 

Totals for 2014

 $21,606 $33,590 $1,511 $4,771 $(4,376)$57,102 

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ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

December 31, 2015

NOTE 3—REAL ESTATE INVESTMENTS AND MINIMUM FUTURE RENTALS (Continued)

        The following charts detail the allocation of the purchase price for the Company's acquisitions of real estate and an interest in a joint venture during 2015 and 2014 (amounts in thousands):

 
  
  
  
 Intangible Lease  
 
 
  
  
 Building
Improvements
  
 
Description of Property
 Land Building Asset Liability Total 

Marston Park Plaza retail stores,
Littleton, Colorado

 $6,005 $10,109 $700 $1,493 $(822)$17,485 

Interline Brands distribution facility,
Louisville, Kentucky

  578  3,622  105  95    4,400 

Land—The Meadows Apartments,
Lakemoor, Illinois(a)

  9,592          9,592 

Joint venture interest—Shopko retail store,
Lincoln, Nebraska(b)

  3,768  11,262  570  922  (3,929) 12,593 

Archway Roofing industrial facility,
Louisville, Kentucky

  51  221  9  19    300 

JCIM industrial facility,
McCalla, Alabama

  1,588  14,503  179  470  (122) 16,618 

FedEx & CHEP USA distribution facility, Delport (St. Louis), Missouri

  3,728  12,456  550  2,777  (461) 19,050 

Subtotals

  25,310  52,173  2,113  5,776  (5,334) 80,038 

Other(c)

  12  19      (31)  

Totals for 2015

 $25,322 $52,192 $2,113 $5,776 $(5,365)$80,038 

Total Wine and More retail store,
Greensboro, North Carolina

 $1,046 $1,468 $83 $374 $ $2,971 

Chuck E Cheese restaurant,
Indianapolis, Indiana

  853  1,321  145  94  (275) 2,138 

Savers Thrift Superstore,
Highlands Ranch, Colorado

  2,361  2,644  280  856  (1,316) 4,825 

Hobby Lobby retail store,
Woodbury, Minnesota

  1,190  3,667  335  734  (1,156) 4,770 

Land—River Crossing Apartments,
Sandy Springs, Georgia(d)

  6,516          6,516 

Noxell Corporation industrial building,
Joppa, Maryland(e)

  3,805  7,991  151      11,947 

Regal Cinemas theater,
Indianapolis, Indiana

  3,087  5,000  225  1,575  (887) 9,000 

Vacant (former Pathmark supermarket),
Philadelphia, Pennsylvania

  1,793  5,396  244  440  (144) 7,729 

Progressive Converting distribution facility,
New Hope, Minnesota

  881  6,033  30  757  (501) 7,200 

Subtotals

  21,532  33,520  1,493  4,830  (4,279) 57,096 

Other(f)

  74  70  18  (59) (97) 6 

Totals for 2014

 $21,606 $33,590 $1,511 $4,771 $(4,376)$57,102 

(a)
Includes capitalized transaction costs of $292 incurred with this asset acquisition.

(b)
Fair value of the assets previously owned by an unconsolidated joint venture of the Company. The Company owns 100% of this property as a result of its purchase of its partner's 50% interest on March 31, 2015.

(c)
Adjustments to finalize the purchase price allocation relating to a property purchased in October 2014.

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ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

December 31, 2015

NOTE 3—REAL ESTATE INVESTMENTS AND MINIMUM FUTURE RENTALS (Continued)

 
  
  
  
 Intangible Lease  
 
 
  
  
 Building
Improvements
  
 
Description of Property
 Land Building Asset Liability Total 

Kmart retail store,
Clemmons, North Carolina

 $2,496 $2,553 $653 $425 $(1,487)$4,640 

Shutterfly flex facility,
Fort Mill, South Carolina

  1,841  12,353  335  1,546  (575) 15,500 

Texas Land & Cattle restaurant,
Killeen, Texas

  1,263  739  64      2,066(d)

Hooters restaurant,
Concord, North Carolina

  999  954  122  394    2,469 

TRISUN Health Care -assisted living facility,
Round Rock, Texas

  1,678  16,577  93  4,452    22,800 

Hooters restaurant,
Myrtle Beach, South Carolina

  1,102  1,090  71  372    2,635 

Joe's Crab Shack restaurant,
Ann Arbor, Michigan

  1,098  1,338  122  422    2,980 

FedEx Express facility,
Indianapolis, Indiana

  1,224  6,438  498  1,222  (112) 9,270 

Northern Tool & Equipment distribution facility,
Fort Mill, South Carolina

  1,804  31,635  2,014  3,742    39,195 

TGIF restaurant,
Greensboro, North Carolina

  1,768  1,054  183      3,005(d)

TGIF restaurant,
Richmond, Virginia

  1,678  1,184  157      3,019(d)

Subtotals

  16,951  75,915  4,312  12,575  (2,174) 107,579 

Other(e)

        (951) (36) (987)

Totals for 2013

 $16,951 $75,915 $4,312 $11,624 $(2,210)$106,592 

(a)(d)
Includes capitalized transaction costs of $6 incurred with this asset acquisition.

(b)(e)
Includes capitalized transaction costs of $297 incurred with this asset acquisition.

(c)(f)
Adjustments to finalize intangiblesthe purchase price allocations relating to properties purchased in 2013.

(d)
Includes capitalized transaction costs

        With the exception of $50 incurred with these asset acquisitions.

(e)
Adjustments to finalize intangibles relating tothe Littleton, Colorado and the Delport, Missouri properties, the properties purchased by the Company during the year ended December 31, 2015 are each net leased and occupied by a single tenant pursuant to leases that expire between 2017 through 2032. The Littleton, Colorado property has 29 retail tenant spaces and, at December 31, 2015, is 92.0% occupied with leases expiring between 2017 and 2032. The Delport, Missouri property has two industrial tenant spaces and, at December 31, 2015, is 100% occupied with leases expiring in 2012.
2022 and 2024.

        AllOther than the Joppa, Maryland and Philadelphia, Pennsylvania properties, all of the properties purchased in 2014 and 2013 are (i) currently 100% occupied and (ii) net leased by a single tenant pursuant to a lease that expires between 2017 through 2027. The lease of the tenant at the Joppa, Maryland property expired on December 31, 2015 through 2044, other thanand the Northern Tool property was subsequently leased to a new tenant in January 2016. See Note 5 regarding the former Pathmark property in Philadelphia, Pennsylvania where Pathmark filed for Chapter 11 bankruptcy protection, rejected the lease, and in late September 2015, vacated the property.

        As a result of the Company's purchase on March 31, 2015 of its partner's 50% interest in an unconsolidated joint venture that owns a property in Lincoln, Nebraska, the Company obtained a controlling financial interest. In accordance with U.S. GAAP, the Company had presented the investee in accordance with the equity method for the periods prior to gaining control and ceased the equity method of accounting and consolidated the investment at March 31, 2015, the date on which 100% control was obtained. In consolidating the investment, the Company recorded a purchase price fair value adjustment of $960,000 on the consolidated statement of income, representing the difference between the book value of its preexisting equity investment on the March 31, 2015 purchase date and the fair value of the net assets acquired.

        As a result of the 2015 and 2014 purchases, including adjustments in 2014 to finalize certain 2013 purchases, the Company recorded intangible lease assets of $5,776,000 and $4,771,000, respectively, and intangible lease liabilities of $5,365,000 and $4,376,000, respectively, representing the value of the origination costs and acquired leases. As of December 31, 2015, the weighted average amortization period for the 2015 and 2014 acquisitions is 6.8 years and 9.3 years, respectively, for the intangible lease assets, and 6.4 years and 9.1 years for the intangible lease liabilities, respectively.

        At December 31, 2015 and 2014, accumulated amortization of intangible lease assets was $12,392,000 and $9,170,000, respectively, and accumulated amortization of intangible lease liabilities was $5,091,000 and $3,928,000, respectively.

        For the years ended December 31, 2015, 2014 and 2013, the Company recognized net rental income of $723,000, $267,000 and $160,000, respectively, for the amortization of the above/below market leases. For the years ended December 31, 2015, 2014 and 2013, the Company recognized amortization expense of $3,467,000, $2,430,000 and $1,647,000, respectively, relating to the amortization of the origination costs, which is jointly leased by two companies under common ownership.

        In June 2014, the Company purchased landincluded in Sandy Springs, GeorgiaDepreciation and simultaneously entered into a long-term triple net ground lease with the owner/operator of this complex. Pursuant to the terms of the ground lease, the owner/operator is obligated to make certain unit renovations as and when unitsamortization expense.


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ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

December 31, 20142015

NOTE 3—REAL ESTATE INVESTMENTS AND MINIMUM FUTURE RENTALS (Continued)

become vacant. A cash reserve of $1,607,000 is held on behalf of the owner/operator to cover renovation work and other reserve requirements and is classified as Restricted cash on the consolidated balance sheet. At closing, the owner/operator obtained a $16,230,000 mortgage from a third party which, together with the Company's purchase of the land, provided substantially all of the aggregate funds to acquire the complex. The Company provided its land as collateral for the owner/ operator's mortgage loan; accordingly the land position is subordinated to the mortgage.

        As a result of the 2014 and 2013 purchases, the Company recorded intangible lease assets of $4,771,000 and $11,624,000, respectively, and intangible lease liabilities of $4,376,000 and $2,210,000, respectively, representing the value of the acquired leases and origination costs. As of December 31, 2014, the weighted average amortization period for the 2014 and 2013 acquisitions is 9.3 years and 13.2 years for the intangible lease assets and 9.1 years and 5.9 years for the intangible lease liabilities, respectively. The Company is currently in the process of finalizing the purchase price allocation for a property purchased in October 2014; therefore the allocation is preliminary and subject to change.

        At December 31, 2014 and 2013, accumulated amortization of intangible lease assets was $9,170,000 and $7,054,000, respectively, and accumulated amortization of intangible lease liabilities was $3,928,000 and $3,099,000, respectively.

        The Company recognized a net increase (decrease) in rental revenue of $267,000, $160,000 and $(2,000) for the amortization of the above/below market leases for the years ended December 31, 2014, 2013 and 2012, respectively. For the years ended December 31, 2014, 2013 and 2012, the Company recognized amortization expense of $2,430,000, $1,647,000 and $1,006,000, respectively, relating to the amortization of the origination costs.

        The unamortized balance of intangible lease assets as a result of acquired above market leases at December 31, 20142015 will be deducted from rental income through 2032 as follows (amounts in thousands):

2015

 $468 

2016

 453  $569 

2017

 413  520 

2018

 348  445 

2019

 263  369 

2020

 352 

Thereafter

 1,634  1,571 

Total

 $3,579  $3,826 

        The unamortized balance of intangible lease liabilities as a result of acquired below market leases at December 31, 2015 will be added to rental income through 2055 as follows (amounts in thousands):

2016

 $1,220 

2017

  1,223 

2018

  1,259 

2019

  1,289 

2020

  1,268 

Thereafter

  8,262 

Total

 $14,521 

        The unamortized balance of origination costs associated with in-place leases at December 31, 2015 will be charged to amortization expense through 2055 as follows (amounts in thousands):

2016

 $3,125 

2017

  2,999 

2018

  2,799 

2019

  2,621 

2020

  2,567 

Thereafter

  11,041 

Total

 $25,152 

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ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

December 31, 20142015

NOTE 3—REAL ESTATE INVESTMENTS AND MINIMUM FUTURE RENTALS (Continued)

        The unamortized balance of intangible lease liabilities as a result of acquired below market leases at December 31, 2014 will be added to rental income through 2055 as follows (amounts in thousands):

2015

 $982 

2016

  967 

2017

  958 

2018

  835 

2019

  789 

Thereafter

  5,932 

Total

 $10,463 

        The unamortized balance of origination costs associated with in-place leases at December 31, 2014 will be charged to amortization expense through 2055 as follows (amounts in thousands):

2015

 $2,594 

2016

  2,480 

2017

  2,387 

2018

  2,238 

2019

  2,073 

Thereafter

  12,036 

Total

 $23,808 

Minimum Future Rents

        The minimum future contractual rents (without taking into consideration straight-line rent or amortization of intangibles) to be received over the next five years and thereafter on thenon-cancellable operating leases in effect at December 31, 20142015 are as follows (amounts in thousands):

2015

 $53,345 

2016

 50,916  $56,883 

2017

 48,176  54,011 

2018

 45,803  51,743 

2019

 41,338  48,342 

2020

 46,255 

Thereafter

 217,547  186,250 

Total

 $457,125  $443,484 

        The rental properties owned at December 31, 20142015 are leased under non-cancellable operating leases with current expirations ranging from 20152016 to 2044,2033, with certain tenant renewal rights. Substantially all lease agreements are net lease arrangements which require the tenant to pay rent and substantially all the expenses of the leased property including maintenance, taxes, utilities and insurance. For certain properties, the tenants pay the Company, in addition to the contractual base rent, their pro rata share of real estate taxes and operating expenses. Certain lease agreements provide for periodic rental increases and others provide for increases based on the consumer price index.


Table of ContentsConsumer Price Index.


ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

December 31, 2014

NOTE 3—REAL ESTATE INVESTMENTS AND MINIMUM FUTURE RENTALS (Continued)

Unbilled Rent Receivable

        At December 31, 20142015 and 2013,2014, the Company's unbilled rent receivables aggregating $12,815,000$13,577,000 and $13,743,000,$12,815,000, respectively, represent rent reported on a straight-line basis in excess of rental payments required under the respective leases. The unbilled rent receivable is to be billed and received pursuant to the lease terms during the next 3018 years.

        During the yearyears ended December 31, 2015 and 2014, the Company wrote off $120,000 and $2,417,000, respectively, of unbilled straight-line rent receivable relatingrelated to the New Jersey propertyproperties sold during the yearsuch years, which reduced the gain on sale reported on the consolidated statements of income (see Note 4).

Acquisition Subsequent to        During the years ended December 31, 2015 and 2014,

        On February 25, the Company wrote off $477,000 and $79,000, respectively, of unbilled straight-line rent receivable related to lease termination fees (see Note 7). During the year ended December 31, 2015, the Company purchased through a joint venture in which it has a 90% interest, a shopping center located in Lakewood, Colorado for $17,485,000, which was financed in part by mortgage financingwrote off $89,000 of $11,853,000. The mortgage, which matures in February 2025 bears interest at a rate of 4.12% per annum. Theunbilled straight-line rent receivable related to the Philadelphia property has 29 tenant spaces and was 94.5% occupied at the time of acquisition.(see Note 5).

NOTE 4—SALESSALE AND DISPOSAL OF PROPERTIES, DISCONTINUED OPERATIONS AND IMPAIRMENT

Sales of Properties

        On January 13, 2015, a consolidated joint venture of the Company sold a property located in Cherry Hill, New Jersey for $16,025,000, net of closing costs. The sale resulted in a gain of $5,392,000,


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ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

December 31, 2015

NOTE 4—SALE AND DISPOSAL OF PROPERTIES, DISCONTINUED OPERATIONS AND IMPAIRMENT (Continued)

recorded as Gain on sale of real estate, net, for the year ended December 31, 2015. In connection with the sale, the Company paid off the $7,376,000 mortgage balance on this property and incurred a $472,000 swap termination fee (included in Prepayment costs on debt) and a $249,000 write-off of deferred financing costs (included in Amortization and write-off of deferred financing costs). The non-controlling interest's share of income from the transaction is $1,320,000 and is included in net income attributable to non-controlling interests. At December 31, 2014, the Company classified the net book value of the property's land, building and building improvements of $10,176,000 as Properties held-for-sale and the unbilled rent receivable of $120,000 related to this property is included in Unbilled rent receivable in the accompanying consolidated balance sheet.

        On October 15, 2014, the Company sold a property located in Parsippany, New Jersey for $38,611,000, net of closing costs, and the write-off of unbilled rent receivable, resulting in a gain of $10,180,000, which is recorded as Gain on sale of real estate, net, for the year ended December 31, 2014. In connection with the sale, the Company paid off the $13,417,000 mortgage on this property. Additionally, the Company incurred a $1,581,000 mortgage prepayment charge, which is recorded as Prepayment costs on debt related to sale of real estate in the accompanying consolidated statement of income for the year ended December 31, 2014. For federal tax purposes, the sale resulted in an estimated net gain of $20,700,000.

        On February 3, 2014, the Company sold two properties located in Michigan for a total sales price of $5,177,000, net of closing costs. The net book value ofAt December 31, 2013, the two properties was $5,177,000 (after recording anCompany recorded a $61,700 impairment charge of $61,700,loss representing the loss on the sale of these properties.

Discontinued Operations

        As of January 1, 2014, the properties)Company adopted ASU 2014-08 which raises the threshold for disposals to qualify as discontinued operations. Accordingly, the properties sold in January 2015 and is recorded as Properties held-for-sale onOctober 2014 are not considered discontinued operations. The following summarizes the accompanying consolidated balance sheet at December 31, 2013. The impairment charge is recorded incomponents of income from discontinued operations forwhich includes the year ended December 31, 2013.

        During 2012, the Company sold two properties locatedsold in Florida and leased to Office Depot, two properties locatedFebruary 2014 (amounts in New York and a property located in Texas. The total sales prices aggregated $36,062,000, net of closing costs, and the Company realized aggregate gains of $19,413,000 which is recorded as Net gain on sales in discontinued operations for the year ended December 31, 2012.thousands):

 
 Year Ended
December 31,
 
 
 2014 2013 

Rental income

 $141 $973 

Depreciation and amortization

    125 

Real estate expenses

  17  12 

Interest expense

  111  259 

Total expenses

  128  396 

Income from operations

  13  577 

Impairment loss

    (62)

Income from discontinued operations

 $13 $515 

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ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

December 31, 20142015

NOTE 4—SALESSALE AND DISPOSAL OF PROPERTIES, DISCONTINUED OPERATIONS AND IMPAIRMENT (Continued)

Discontinued Operations

        As discussed in Note 2, in 2014, the Company adopted ASU 2014-08 which raises the threshold for disposals to qualify as discontinued operations. Accordingly, the property sold in October 2014 is not considered a discontinued operation. The following summarizes the components of income from discontinued operations which includes the two properties sold in February 2014 and the five properties sold in 2012 (amounts in thousands):

 
 Year Ended December 31, 
 
 2014 2013 2012 

Rental income

 $141 $973 $2,690 

Depreciation and amortization

    125  402 

Real estate expenses

  17  12  106 

Interest expense

  111  259  615 

Total expenses

  128  396  1,123 

Income from operations

  
13
  
577
  
1,567
 

Impairment charge

    (62)  

Net gain on sales

      19,413 

Income from discontinued operations

 $13 $515 $20,980 

PropertyProperties Held-for-Sale

        On January 13,During 2015, a consolidated joint venture of the Company soldentered into a propertycontract to sell a portfolio of eight retail properties located in Cherry Hill, New JerseyLouisiana and Mississippi, which were sold on February 1, 2016 for approximately $16,025,000, neta total sales price of closing costs.$13,750,000. At December 31, 2014,2015, the Company classified the $12,259,000 net book value of the property'sproperties' land building and building improvements of $10,176,000buildings as propertiesProperties held-for-sale and the unbilled rent receivable of $120,000$712,000 related to this propertythese properties is included in Unbilled rent receivable in the accompanying consolidated balance sheet. The sale resulted in a gain of approximately $5,400,000,$785,000, which will be included in Gain on sale of real estate, net for the three months endedending March 31, 2015.2016. In connection with the sale, the Company paid off the $7,376,000$7,800,000 mortgage balance on this propertythese properties and incurred a $478,000$380,000 expense related tofor the swapearly termination andof the mortgage which will write off the deferred mortgagebe reported as Prepayment costs of $249,000 duringon debt in the three months ended March 31, 2015. The non-controlling interest's share of income from the transaction is approximately $1,300,000.2016.

Impairment of Property

        During the year ended December 31, 2014, the Company determined there were indicators of impairment at its property located in Morrow, Georgia. The tenant did not renew the lease which expired October 31, 2014, efforts to re-let the property were unsuccessful and the non-recourse mortgage on the property matured on November 1, 2014. Management determined that the undiscounted cash flows in the test for recoverability arewere less than the property's carrying amount, and that the fair value of the property iswas less than its carrying amount. Accordingly, the Company recorded an impairment chargeloss of $1,093,000 which is included in the accompanying consolidated statement of


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ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

December 31, 2014

NOTE 4—SALES OF PROPERTIES, DISCONTINUED OPERATIONS AND IMPAIRMENT (Continued)

income for the year ended December 31, 2014. The property was acquired by the mortgagee on January 6, 2015 through a foreclosure proceeding. At December 31, 2014, the adjusted net book value of the property was $1,470,000.

NOTE 5—VARIABLE INTEREST ENTITIES, CONTINGENT LIABILITIES AND CONSOLIDATED JOINT VENTURES

Variable Interest Entities—Ground Leases

        In June 2014, the Company purchased land for $6,510,000 in Sandy Springs, Georgia, improved with a 196 unit apartment complex, and in March 2015, the Company purchased land for $9,300,000 in Lakemoor, Illinois, improved with a 496 unit apartment complex. With each purchase, the Company simultaneously entered into a triple net ground lease with the owner/operator of the applicable complex.

        The Company determined that it has a variable interest through its ground leases and the owner/operators are VIEs because their equity investment at risk is insufficient to finance its activities without additional subordinated financial support. Simultaneously with the closing of each acquisition, the owner/operator obtained a mortgage from a third party ($16,230,000 for Sandy Springs and $43,824,000 for Lakemoor) which, together with the Company's purchase of the land, provided substantially all of the aggregate funds to acquire the complex. The Company provided its land as collateral for the respective owner/operator's mortgage loans; accordingly, each land position is subordinated to the


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ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

December 31, 2015

NOTE 5—VARIABLE INTEREST ENTITIES, CONTINGENT LIABILITIES AND CONSOLIDATED JOINT VENTURES (Continued)

applicable mortgage. Other than as described above, no other financial support has been provided by the Company.

        The Company further determined that for each acquisition it is not the primary beneficiary because the Company does not have the power to direct the activities that most significantly impact the owner/operator's economic performance, such as management, operational budgets and other rights, including leasing of the units, and therefore, does not consolidate the VIEs for financial statement purposes. Accordingly, the Company accounts for these investments as land and the revenues from the ground leases as Rental income, net. Such rental income amounted to $1,280,000 and $531,000 for the years ended December 31, 2015 and 2014, respectively.

        The following is a summary of the Company's variable interests in identified VIEs, in which it is not the primary beneficiary, and the aggregate carrying amount and maximum exposure to loss at December 31, 2015 (amounts in thousands):

Property
 Type of Exposure Carrying Amount and
Maximum Exposure to Loss
 

River Crossing Apartments, Sandy Springs, Georgia

 Land $6,528 

 Unbilled rent receivable  7 

The Meadows Apartments, Lakemoor, Illinois

 Land  9,592 

 Unbilled rent receivable  10 

Total

   $16,137 

        Pursuant to the terms of the ground lease for the property in Sandy Springs, Georgia, the owner/operator is obligated to make certain unit renovations as and when units become vacant. Cash reserves totaling $1,894,000 were received by the Company in conjunction with the purchase of the property in June 2014 to cover such renovation work and other reserve requirements. An additional $118,000 and $3,000 of reserves was received by the Company during the years ended December 31, 2015 and 2014, respectively. These cash reserves are held by the Company and disbursed once the renovations have been completed. For the years ended December 31, 2015 and 2014, the Company disbursed approximately $651,000 and $290,000, respectively, for renovation costs to the owner/operator. The cash reserve balance at December 31, 2015 and 2014 was $1,074,000 and $1,607,000, respectively, and is classified as Restricted cash on the consolidated balance sheets.

Consolidated Variable Interest Entity

        In June 2014, a joint venture in which the Company has a 95% equity interest and a senior preferred equity interest, acquired a property located in Joppa, Maryland. The Company determined that this joint venture is a VIE, as the Company's voting rights are not proportional to its economic interests, substantially all of the joint venture's activities are conducted on behalf of the Company and it is the primary beneficiary of the VIE as it has the power to direct the activities that most significantly impact the joint venture's performance including management, approval of expenditures,


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ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

December 31, 2015

NOTE 5—VARIABLE INTEREST ENTITIES, CONTINGENT LIABILITIES AND CONSOLIDATED JOINT VENTURES (Continued)

and the obligation to absorb the losses or rights to receive benefits. Accordingly, the Company consolidates the operations of this joint venture for financial statement purposes. The joint venture's creditors do not have recourse to the assets of the Company other than those held by the joint venture.

        The following is a summary of the carrying amounts and classification in the Company's consolidated balance sheets of the VIE's accounts, none of which are restricted (amounts in thousands):

 
 December 31, 
 
 2015 2014 

Land

 $3,815 $3,805 

Building and improvements, net of depreciation of $328 and $17, respectively

  7,856  8,069 

Cash

  1,021  527 

Prepaid expenses and receivables

  23  42 

Accrued expenses and other liabilities

  64  152 

Non-controlling interest in joint venture

  328  312 

Non-VIE Consolidated Joint Ventures

        With respect to six of the consolidated joint ventures in which the Company has between an 85% to 95% interest, the Company has determined that (i) such ventures are not VIEs and (ii) the Company exercises substantial operating control and accordingly, such ventures are consolidated for financial statement purposes.

        MCB Real Estate, LLC and its affiliates ("MCB") are the Company's joint venture partner in five consolidated joint ventures (including the Joppa, Maryland VIE). At December 31, 2015, the Company has aggregate equity investments of approximately $19,238,000 in such ventures.

        A joint venture with MCB, in which the Company's equity investment is $2,935,000, owns a property that was operated as a Pathmark supermarket in Philadelphia, Pennsylvania. In July 2015, this tenant filed for Chapter 11 bankruptcy protection, rejected the lease, and in late September 2015, vacated the property. As a result, the Company wrote off (i) $89,000 of straight-line rent and $124,000 of intangible lease liabilities, the net effect of which was an increase in Rental income of $35,000, and (ii) $380,000 of tenant origination costs, which is included in Depreciation and amortization expense. This tenant accounted for approximately 0.9% and 0.3% of the Company's rental income for the years ended December 31, 2015 and 2014, respectively. At December 31, 2015, the mortgage debt on such property is $4,500,000. The Company has determined that no impairment charge is required currently with respect to this property.

Distributions by Consolidated Joint Ventures

        Distributions to each joint venture partner are determined pursuant to the applicable operating agreement and may not be pro rata to the equity interest each partner has in the applicable venture.


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ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

December 31, 2015

NOTE 6—INVESTMENT IN UNCONSOLIDATED JOINT VENTURES AND SALES OF JOINT VENTURE PROPERTIES

        On March 31, 2015, the Company purchased its partner's 50% interest in an unconsolidated joint venture for $6,300,000 (see Note 3).

        In June 2015, the Company entered into a joint venture in which it has a 50% interest, with MCB and an affiliate of The Hampshire Companies. The joint venture purchased a retail center located in Manahawkin, New Jersey for approximately $43,500,000, before closing costs. The purchase was financed with $26,100,000 of new mortgage debt which bears an annual fixed interest rate of 4% and matures in 2025. At December 31, 2015, the Company's equity investment in the joint venture is $8,813,000.

        At December 31, 2015 and 2014, the Company's five unconsolidated joint ventures each owned and operated one property. The Company's equity investment in such unconsolidated joint ventures at such dates totaled $11,350,000 and $4,907,000, respectively. In addition to the $2,807,000 gain on the sale of a tenant-in-common property in 2013, the Company recorded equity in earnings of $412,000, $533,000 and $651,000 for the years ended December 31, 2015, 2014, and 2013, respectively.

        In April 2013, the Company sold its 90% equity interest in a joint venture and recorded a gain of $1,898,000, which is included in the accompanying consolidated statement of income for the year ended December 31, 2013.

NOTE 7—LEASE TERMINATION FEE INCOME

        In November, October and March 2015, the Company received lease termination fees of $950,000, $1,286,000 and $650,000, respectively, from retail and industrial tenants in lease buy-out transactions. In connection with the receipt of these fees, the Company wrote-off an aggregate of $530,000 as offsets to rental income, representing the entire balance of the unbilled rent receivables and the intangible lease asset related to these tenants. The Company re-leased substantially all of such spaces simultaneously with the termination of the leases.

        In June 2014, the Company received a $1,269,000 lease termination fee from a retail tenant in a lease buy-out transaction. In connection with the receipt of this fee, the Company wrote-off $150,000 as an offset to rental income, representing the entire balance of the unbilled rent receivable and the intangible lease asset related to this property. The Company re-leased this property simultaneously with the termination of the existing tenant's lease.

NOTE 6—INVESTMENT IN UNCONSOLIDATED JOINT VENTURES AND SALES OF JOINT VENTURE PROPERTIES

        At December 31, 2014 and 2013, the Company had investments in five unconsolidated joint ventures, each of which owned and operated one property. The Company's equity investment in such unconsolidated joint ventures at such dates totaled $4,907,000 and $4,906,000, respectively. In addition to the $2,807,000 gain on the sale of a tenant-in-common property in 2013, the Company recorded equity in earnings of $533,000, $651,000 and $1,368,000 for the years ended December 31, 2014, 2013, and 2012, respectively.

        Additionally, in April 2013, the Company sold its 90% equity interest in a joint venture recorded a gain of $1,898,000, which is included in the accompanying consolidated statement of income for the year ended December 31, 2013.

NOTE 7—8—DEBT OBLIGATIONS

Mortgages Payable

        At December 31, 2014,2015, there were 5965 outstanding mortgages payable, all of which are secured by first liens on individual real estate investments with an aggregate carrying value of $472,312,000$510,717,000 before accumulated depreciation of $61,592,000.$61,079,000. After giving effect to the interest rate swap agreements (see Note 8)9), the mortgagesmortgage payments bear interest at fixed rates ranging from 3.13% to 7.81%, and mature between 20152016 and 2037. The weighted average interest rate on all mortgage debt was 5.02%4.72% and 5.22%5.02% at December 31, 20142015 and 2013,2014, respectively.


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ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

December 31, 20142015

NOTE 7—8—DEBT OBLIGATIONS (Continued)

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

Year Ending December 31,
  
 

2016

 $31,146(a)(b)

2017

  31,005(a)

2018

  19,099 

2019

  17,398 

2020

  12,987 

Thereafter

  222,793 

Total

 $334,428 

Year Ending December 31,
  
 

2015

 $21,968 

2016

  32,986 

2017

  29,868 

2018

  19,760 

2019

  15,623 

Thereafter

  171,844 

Total

 $292,049 
(a)
Includes $176 and $7,638 in 2016 and 2017, respectively, related to a mortgage loan on a portfolio of eight properties that was sold on February 1, 2016.

(b)
Does not give effect to the Company's pay off (i) during February through March 2016 of $8,553 of such debt with a weighted average interest rate of 5.3%, and (ii) in March 2016 of $12,200 of such debt with a 6.1% interest rate with new debt refinancing of $18 million with a 3.38% interest rate and maturing in 2028.

Line of Credit

        On December 31, 2014, the Company entered into an amendment of its $75,000,000 credit facility with Manufacturers & Traders Trust Company, VNB New York, LLC, Bank Leumi USA and Israel Discount Bank of New York, which, among other things, extendsextended the facility's maturity to December 31, 2018, from March 31, 2015, decreasesdecreased the minimum required average outstanding deposit balances to $3 million$3,000,000 and eliminateseliminated the 4.75% interest rate floor. Under the amendment, the interest rate equals the one month LIBOR rate plus an applicable margin which ranges from 175 basis points to 300 basis points, depending on the ratio of the Company's total debt to total value, as determined pursuant to the facility. An unused facility fee of .25% per annum continues to applyapplies to the facility. Assuming thatFor 2015, the 30-day LIBOR rate continues to be 0.17%, the rate in effect at the effective date of this amendment, theaverage interest rate on the facility in the first quarter of 2015 will bewas approximately 1.92%1.95%. Prior to the amendment, the interest rate was 4.75% per annum. In connection with the amendment, the Company incurred a $562,500 commitment fee which will beis being amortized over the remaining term of the facility. At December 31, 20142015 and March 9, 2015,2016, there were outstanding balances of $13,250,000$18,250,000 and $9,150,000,$18,550,000, respectively, under the facility.

        The credit facility includes certain restrictions and covenants which may limit, among other things, the incurrence of liens, and which require compliance with financial ratios relating to, among other things, minimum amount of tangible net worth, minimum amount of debt service coverage, minimum amount of fixed charge coverage, maximum amount of debt to value, minimum level of net income, certain investment limitations and minimum value of unencumbered properties and the number of such properties. The Company was in compliance with all covenants at December 31, 2014.2015.


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ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

December 31, 2015

NOTE 8—DEBT OBLIGATIONS (Continued)

        The facility is guaranteed by subsidiaries of the Company that own unencumbered properties and the Company pledged to the lenders the equity interests in the Company's subsidiaries. The facility is available for the acquisition of commercial real estate, repayment of mortgage debt, property improvements and general working capital purposes; provided, that if used for property improvements and working capital purposes, the amount outstanding for such purposes will not exceed the lesser of $15 million$15,000,000 and 15% of the borrowing base and if used for working capital purposes, will not exceed $10 million.$10,000,000. Net proceeds received from the sale, financing or refinancing of properties are generally required to be used to repay amounts outstanding under the credit facility.


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ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

December 31, 2014

NOTE 8—9—FAIR VALUE OF FINANCIAL INSTRUMENTSMEASUREMENTS

        The carrying amounts of cash and cash equivalents, restricted cash, escrow, deposits and other assets and receivables (excluding available-for-sale securities), dividends payable, and accrued expenses and other liabilities (excluding interest rate swaps), are not measured at fair value on a recurring basis, but are considered to be recorded at amounts that approximate fair value.

        At December 31, 2015, the $346,614,000 estimated fair value of the Company's mortgages payable is more than their carrying value by approximately $12,186,000, assuming a blended market interest rate of 4.07% based on the 8.9 year weighted average remaining term of the mortgages. At December 31, 2014, the $300,541,000 estimated fair value of the Company's mortgages payable is more than their carrying value by approximately $8,492,000, assuming a blended market interest rate of 4.5% based on the 9.1 year weighted average remaining term of the mortgages. At December 31, 2013, the $283,142,000 estimated fair value of the Company's mortgages payable is more than their carrying value by approximately $5,097,000 assuming a blended market interest rate of 5.0% based on the 9.0 year weighted average remaining term of the mortgages.

        At December 31, 2015 and 2014, the $18,250,000 and 2013, the $13,250,000, and $23,250,000, respectively, carrying amount of the Company's line of credit approximates its fair value.

        The fair value of the Company's mortgages payable and line of credit are estimated using unobservable inputs such as available market information and discounted cash flow analysis based on borrowing rates the Company believes it could obtain with similar terms and maturities. These fair value measurements fall within Level 3 of the fair value hierarchy.

        Considerable judgment is necessary to interpret market data and develop estimated fair value. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts.


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ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

December 31, 2015

NOTE 9—FAIR VALUE MEASUREMENTS (Continued)

Fair Value on a Recurring Basis

        The fair value of the Company's available-for-sale securities and derivative financial instruments was determined using the following inputs (amounts in thousands):


  
  
 Fair Value
Measurements on
a Recurring Basis
   
  
 Fair Value
Measurements on
a Recurring Basis
 

 As of
December 31,
 Carrying and
Fair Value
  As of
December 31,
 Carrying and
Fair Value
 

 Level 1 Level 2  Level 1 Level 2 

Financial assets:

                  

Available-for-sale securities:

                  

Equity securities

 2014 $29 $29 $  2015 $32 $32 $ 

 2013 282 282   2014 29 29  

Derivative financial instruments:

          
 
 
 
 
 
 
 
 

Interest rate swaps

 2014 $27  $27  2015 $ $ $ 

 2013 265  265  2014 27  27 

Financial liabilities:

                  

Derivative financial instruments:

                  

Interest rate swaps

 2014 $3,139  $3,139  2015 $4,299 $ $4,299 

 2013 774  774  2014 3,139  3,139 

        The Company does not currently own any financial instruments that are classified as Level 3.


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ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

December 31, 2014

NOTE 8—FAIR VALUE OF FINANCIAL INSTRUMENTS (Continued)

Available-for-sale securities

        At December 31, 2015 and 2014, the Company's available-for-sale securities included a $32,000 and $29,000, respectively, investment in equity securities (included in other assets on the consolidated balance sheet)sheets). The aggregate cost of these securities was $5,300 and the unrealized gain was $24,000. At$27,000 and $24,000 at December 31, 2013, the Company's available-for-sale securities were as follows: (i) a $262,000 investment in 37,081 shares of BRT Realty Trust2015 and (ii) a $20,000 investment in other equity securities (included in other assets on the consolidated balance sheet). The aggregate cost of these securities was $138,000 and unrealized gains on such securities were $144,000.2014, respectively. Such unrealized gains were included in accumulated other comprehensive loss on the consolidated balance sheet.sheets. Fair values are approximated based on current market quotes from financial sources that track such securities.

        During 2014, the Company sold to Gould Investors L.P., a related party, 37,081 shares of BRT Realty Trust, a related party, for proceeds of $266,000 (based on the average of the closing prices for the 30 days preceding the sale). The cost of these shares was $132,000 and the Company realized a gain on sale of $134,000, of which $132,000 was reclassified from accumulatedAccumulated other comprehensive loss on the consolidated balance sheet into earnings. During 2013, the Company sold certain available-for-sale securities for gross proceeds of $19,000 and recognized gains of $6,000.

Derivative financial instruments

        Fair values are approximated using widely accepted valuation techniques including a discounted cash flow analysis on the expected cash flows of the derivatives. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves and implied volatilities.

        Although the Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with it use


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ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

December 31, 2015

NOTE 9—FAIR VALUE MEASUREMENTS (Continued)

Level 3 inputs, such as estimates of current credit spreads, to evaluate the likelihood of default by itselfthe Company and its counterparty. As of December 31, 2014,2015, the Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation of its derivatives. As a result, the Company determined that its derivative valuation is classified in Level 2 of the fair value hierarchy.

        As of December 31, 2014,2015, the Company had entered into 1724 interest rate derivatives, all of which were interest rate swaps, related to 1724 outstanding mortgage loans with an aggregate $80,372,000$116,668,000 notional amount and mature between 2016 and 20242027 (weighted average maturity of 7.167.3 years). Such interest rate swaps, all of which were designated as cash flow hedges, converted LIBOR based variable rate mortgages to fixed annual rate mortgages with(with interest rates ranging from 3.55% to 5.75% and a weighted average interest rate of 4.84%4.44% at December 31, 2014.2015). The fair value of the Company's derivatives designated as hedging instruments in asset and liability positions reflected as other assets or other liabilities on the consolidated balance sheets were $0 and $4,299,000, respectively, at December 31, 2015, and $27,000 and $3,139,000, respectively, at December 31, 2014, and $265,000 and $774,000, respectively, at December 31, 2013.2014.

        TwoThree of the Company's unconsolidated joint ventures, in which a wholly owned subsidiarywholly-owned subsidiaries of the Company is aare 50% partner,partners, had antwo interest rate derivativederivatives outstanding at December 31, 20142015 with a


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ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

December 31, 2014

NOTE 8—FAIR VALUE OF FINANCIAL INSTRUMENTS (Continued)

an aggregate $10,991,000 notional amount of $3,714,000. Theamount. These interest rate derivative has answaps, which were designated as cash flow hedges, have interest raterates of 3.49% and 5.81% and maturesmature in April 2018.2022 and 2018, respectively.

        The following table presents the effect of the Company's derivative financial instruments on the consolidated statement of income for the periods presented (amounts in thousands):


 Years Ended December 31,  Year Ended December 31, 

 2014 2013 2012  2015 2014 2013 

One Liberty Properties and Consolidated Subsidiaries

       

One Liberty Properties Inc. and Consolidated Subsidiaries

       

Amount of loss recognized on derivatives in Other comprehensive loss

 $(4,453)$(1)$(1,051) $(3,722)$(4,453)$(1)

Amount of loss reclassification from Accumulated other comprehensive loss into Interest expense

 (1,810) (962) (504) (2,554) (1,810) (962)

Unconsolidated Joint Ventures (Company's share)

 
 
 
 
 
 
  
 
 
 
 
 
 

Amount of (loss) gain recognized on derivative in Other comprehensive loss

 $(32)$21 $(79)

Amount of (loss) gain recognized on derivatives in Other comprehensive loss

 $(109)$(32)$21 

Amount of loss reclassification from Accumulated other comprehensive loss into Equity in earnings of unconsolidated joint ventures

 (55) (55) (56) (108) (55) (55)

        No gain or loss was recognized with respect to hedge ineffectiveness or to amounts excluded from effectiveness testing on the Company's cash flow hedges for the three years ended December 31, 2015, 2014 2013 and 2012.2013. During the twelve months ending December 31, 2015,2016, the Company estimates an additional $1,685,000$1,892,000 will be reclassified from other comprehensive income (loss) as an increase to interest expense.

        The derivative agreements in effect at December 31, 20142015 provide that if the wholly owned subsidiary of the Company which is a party to the agreement defaults or is capable of being declared in default on any of its indebtedness, then a default can be declared on such subsidiary's derivative


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ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

December 31, 2015

NOTE 9—FAIR VALUE MEASUREMENTS (Continued)

obligation. In addition, the Company is a party to one of 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 interest rate swap breakage losses, if any. During the year ended December 31, 2015, the Company terminated one of its interest rate swaps, in connection with the sale of its Cherry Hill, New Jersey property, and accelerated the reclassification of amounts in other comprehensive loss to earnings as a result of the hedged forecasted transactions being terminated. The accelerated amount was a loss of $472,000 and is included in Prepayment costs on debt on the Company's consolidated statement of income for the year ended December 31, 2015.

        As of December 31, 2014,2015, the fair value of the derivatives in the liability position, including accrued interest and excluding any adjustments for nonperformance risk, was approximately $3,440,000.$4,641,000. In the unlikely event that the Company breaches any of the contractual provisions of the derivative contracts, it would be required to settle its obligations thereunder at their termination liability value of $3,440,000. Such amount$4,641,000. This termination liability value, net of $342,000 adjustments for accrued interest and nonperformance risk, or $4,299,000, is included in accruedAccrued expenses and other liabilities on the consolidated balance sheet at December 31, 2014.2015.

Fair Value on a Non-Recurring Basis

        Non-financial assets measured at fair value on a non-recurring basis in the consolidated financial statements consists of a property located in Morrow, Georgia for which the Company recorded an impairment chargeloss of $1,093,000 for the year ended December 31, 2014 (as disclosed in Note 4). The Company measured the fair value of the property using a sales comparison approach and included comparable sales and listings in the identified market adjusted for the subject property. Such inputs were determined to be Level 3 inputs in the fair value hierarchy. Significant unobservable inputs used


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ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

December 31, 2014

NOTE 8—FAIR VALUE OF FINANCIAL INSTRUMENTS (Continued)

in the fair value measurement include price per square foot rates, which range from $25 to $33 per square foot. The Company's internally prepared valuation iswas reviewed and approved by a diverse group of management, as deemed necessary, and valuations are performed and updated as appropriate.management.

NOTE 9—10—RELATED PARTY TRANSACTIONS

        At December 31, 20142015 and 2013,2014, Gould Investors L.P. ("Gould"), a related party, owned 1,704,7651,785,976 and 1,597,3041,704,765 shares of the outstanding common stock of the Company, or approximately 10.5%10.6% and 10.2%10.5%, respectively. During 2015 and 2014, Gould purchased 81,211 and 106,761 shares, respectively, of the Company's stock through the Company's dividend reinvestment plan, and 700 shares of the Company's stock in the open market. During 2013,2014, Gould purchased 69,595 shares of the Company's stock through the Company's dividend reinvestment plan and 3,700700 shares of the Company's stock in the open market.

        Pursuant to the compensation and services agreement the Company entered into in 2007 with Majestic Property Management Corp. ("Majestic"), a company wholly-owned by the Company's Vice Chairman and in which certain of the Company's executive officers are officers and from which they receive compensation, the Company pays an annual fee to Majestic and Majestic provides the Company with the services of all affiliated executive, administrative, legal, accounting, clerical and clericalproperty management personnel, as well as property acquisition, sale and lease consulting and brokerage services, consulting services within respect to mortgage financings and construction supervisory services. The Company does not incur any fees or expenses for such services except for the annual fees described below.


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ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

December 31, 2015

NOTE 10—RELATED PARTY TRANSACTIONS (Continued)

        In consideration for providing to the Company the services described above, the Company, pursuant to the compensation and services agreement, paid Majestic a fee of $2,339,000 in 2015, $2,669,000 in 2014 and $2,725,000 in each of 2013 and 2012. (Effective2013. Effective July 1, 2014, certain employees of affiliated companies performing services pursuant to the compensation and services agreement are paid directly by the Company for services performed on the Company's behalf. Accordingly, the 2015 and 2014 fees were reduced by $445,000 to give effect to this adjustment.) In 2015, $892,500, in 2014, $850,000, and in each of 2013, and 2012, $600,000, of property management costs included in these fees was allocated to real estate expenses. Majestic credits against the fees due to it under the compensation and services agreement any management or other fees received by it from any joint venture in which the Company is a joint venture partner (exclusive of fees that were paid by our joint venture partner on a property located in Los Angeles, California until its sale in May 2013).partner. The compensation and services agreement also provides for an additional payment to Majestic of $196,000 in 2015, $186,000 in 2014 and $175,000 in each of 2013 and 2012 for the Company's share of all direct office expenses, including rent, telephone, postage, computer services, internet usage and supplies. The fee the Company pays Majestic is negotiated for each year by the Company and Majestic, and is approved by the Company's audit committee and independent directors.

        Effective January 1, 2016, the property management fee portion of the compensation and services agreement will be paid based on 1.5% and 2.0% of the rental payments (including tenant reimbursements) actually received by the Company from net lease tenants and operating lease tenants, respectively. The Company will not pay Majestic property management fees with respect to properties managed by third parties.

Executive officers and others providing services under the compensation and services agreement also receive awards ofwere awarded shares of restricted stock and restricted stock units under the Company's stock incentive plans (described in Note 10)11). The costs of the plans charged to the Company's operations applicable to the executive officers and others providing services under the compensation and services agreement amounted to $1,245,000, $1,045,000 and $867,000 in 2015, 2014 and $743,0002013, respectively.

        In addition to its share of rent included in the payment to Majestic of $196,000 in 2015, $186,000 in 2014 and $175,000 in 2013, the Company leased additional space in the same building, and 2012,paid a subsidiary of Gould, an annual rent of $7,000 in 2015, $42,000 in 2014, and $41,000 in 2013. In February 2015, the Gould subsidiary sold this building to an unrelated party and all subsequent lease payments have been made to the purchaser.

        The Company also paid fees of $262,500 and $105,000 in 2015, and $250,000 and $100,000 in each of 2014 and 2013, to the Company's chairman and vice-chairman, respectively.

        Except for $892,500 in 2015, $850,000 in 2014 and $600,000 in 2013 of real estate expenses described above, the fees paid under the compensation and services agreement, the costs of the stock incentive plans, the rent expense and the chairman and vice-chairman fees are included in General and administrative expense in the Company's consolidated statements of income for the years ended December 31, 2015, 2014 and 2013.

        The Company obtains its property insurance in conjunction with Gould and reimburses Gould annually for the Company's insurance cost related to its properties. Amounts reimbursed to Gould were $520,000, $400,000 and $359,000 for the years ended December 31, 2015, 2014 and 2013, respectively. Included in real estate expenses in the Company's consolidated statements of income is


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ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

December 31, 20142015

NOTE 9—10—RELATED PARTY TRANSACTIONS (Continued)

        In addition to its shareinsurance expense of rent included in the payment to Majestic of $186,000 in 2014 and $175,000 in each of 2013 and 2012, the Company leased additional space in the same building, and paid a subsidiary of Gould, an annual rent of $42,000 in 2014, and $41,000 in each of 2013 and 2012.

        The Company also paid fees of$339,000, $250,000 and $100,000 in each of 2014, 2013 and 2012 to the Company's chairman and vice-chairman, respectively.

        Except for $850,000 in 2014 and $600,000 in each of 2013 and 2012 of real estate expenses described above, the fees paid under the compensation and services agreement, the chairman and vice-chairman fees and the rent expense are included in general and administrative expense in the Company's consolidated statements of income$178,000 for the years ended December 31, 2015, 2014 and 2013, and 2012.respectively.

        TheDuring the year ended December 31, 2015, the Company obtains its property insurance in conjunction with Gould and reimburses Gouldreceived a $131,000 financing fee for obtaining the mortgage debt for the Company's shareunconsolidated joint venture that acquired the Manahawkin, New Jersey property (see Note 6). Fifty percent of this income is included in Other income on the consolidated statement of income and the balance is recorded as a reduction to Investment in unconsolidated joint ventures on the consolidated balance sheet. The joint venture also paid fees aggregating $409,000 to the other partners of the insurance cost. Insurance reimbursed to Gould was $400,000, $359,000, and $305,000venture, of which $205,000 reduced Equity in earnings of unconsolidated joint ventures on the consolidated statement of income for the year ended December 31, 2015.

        During the years ended December 31, 2015, 2014 and 2013, the Company paid an aggregate of $198,000, $262,000 and 2012,$107,000, respectively, to its joint venture partners or their affiliates for property management and isacquisition fees, of which $117,000 was included in realLand and building on the consolidated balance sheets as of December 31, 2015 and 2014 and the balance was included in Real estate expenses inand Real estate acquisition costs on the Company's consolidated statements of income.

NOTE 10—11—STOCKHOLDERS' EQUITY

Stock Based Compensation

        The Company's 2012 Incentive Plan, approved by the Company's stockholders in June 2012, permits the Company to grant, among other things, stock options, restricted stock, restricted stock units, performance share awards and any one or more of the foregoing to its employees, officers, directors and consultants. A maximum of 600,000 shares of the Company's common stock is authorized for issuance pursuant to this Plan,plan, of which 228,950358,475 shares of restricted stock are outstanding at December 31, 2014.2015. An aggregate of 452,000380,280 shares of restricted stock and restricted stock units outstanding under the Company's 2003 and 2009 equity incentive plans (collectively, the "Prior Plans")Equity Incentive Plan have not yet vested. Novested and no additional awards may be granted under the Prior Plans.this plan.

        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. Substantially allAll unvested restricted stock awards made to date provide for vesting upon the fifth anniversary of the date of grant, and under certain circumstances may vest earlier. For accounting purposes, the restricted stock is not included in the shares shown as outstanding on the consolidated balance sheetsheets until they vest; however, dividends are paid on the unvested shares.

        On September 14, 2010, the Board of Directors approved a Pay-For-PerformancePay-for-Performance Program under the Company's 2009 Incentive Plan and awarded 200,000 performance share awards in the form of restricted stock units (the "Units"), half of which were awarded to full time employees of the Company. The other half were awarded to part time officers of the Company who are compensated through the compensation and services agreement, some of whom are also officers of Majestic. The holders of Units are not entitled to dividends or to vote the underlying shares until the Units vest and shares are issued. Accordingly, for financial statement purposes, the shares underlying the Units are not included in the shares shown as outstanding on the consolidated balance sheet.sheets. If the defined performance criteria are satisfied in full at June 30, 2017, one share of the Company's common stock will vest and be issued for each Unit outstanding and a pro-rata portion of the Units will vest and be issued if the


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ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

December 31, 20142015

NOTE 10—11—STOCKHOLDERS' EQUITY (Continued)

will vest and be issued for each Unit outstanding and a pro-rata portion of the Units will vest and be issued if the performance criteria fall between defined ranges. In the event that the performance criteria are not satisfied in whole or in part at June 30, 2017, the unvested Units will be forfeited and no shares of the Company's common stock will be issued for those Units. For the awards which vest based on total stockholder return, a third party appraiser prepared a Monte Carlo simulation pricing model to determine the fair value. For the awards which vest based on return on capital, the fair value is based on the market value on the date of grant. Expense is not recognized on the Units which the Company does not expect to vest as a result of service conditions or the Company's performance expectations. The average per Unit grant price for each of the 200,000 unitsUnits granted is $11.74. The total amount recorded as deferred compensation is $808,000$822,000 and is being charged to generalGeneral and administrative expense over the approximate seven year vesting period. The deferred compensation expense to be recognized is net of certain forfeiture and performance assumptions (which are re-evaluated quarterly). No Units were forfeited or vested during 2015, 2014 2013 and 2012.

        As of December 31, 2014, 2013 and 2012 there were no options outstanding under the Company's equity incentive plans.2013.

        The following is a summary of the activity of the equity incentive plans (excluding,excluding, except as otherwise noted, the 200,000 Units):

 
 Years Ended December 31, 
 
 2014 2013 2012 

Restricted share grants

  118,850  112,650  109,450 

Average per share grant price

 $20.54 $21.59 $16.77 

Deferred compensation to be recognized over vesting period

 $2,441,000 $2,432,000 $1,835,000 

Non-vested shares:

          

Non-vested beginning of period

  470,015  407,460  348,385 

Grants

  118,850  112,650  109,450 

Vested during period

  (101,300) (50,095) (49,325)

Forfeitures

  (6,570)   (1,050)

Non-vested end of period

  480,995  470,015  407,460 

Average per share value of non-vested shares (based on grant price)

 $14.55 $14.22 $12.59 

Value of shares vested during the year (based on grant price)

 $621,000 $876,000 $1,208,000 

Average value of shares forfeited (based on grant price)

 $15.49 $ $13.65 

        The total charge to operations for all incentive plans, including the 200,000 Units, is as follows:Units:


 Years Ended December 31, 

 2015 2014 2013 

Restricted stock grants

 129,975 118,850 112,650 

Per share grant price

 $24.60 $20.54 $21.59 

Deferred compensation to be recognized over vesting period

 $3,197,000 $2,441,000 $2,432,000 

Number of non-vested shares:

       

Non-vested beginning of year

 480,995 470,015 407,460 

Grants

 129,975 118,850 112,650 

Vested during year

 (72,215) (101,300) (50,095)

Forfeitures

  (6,570)  

Non-vested end of year

 538,755 480,995 470,015 

The following information includes the 200,000 Units:

       

Average per share value of non-vested shares (based on grant price)

 $17.12 $14.55 $14.22 

Value of stock vested during the year (based on grant price)

 $612,000 $621,000 $876,000 

Average value of shares forfeited (based on grant price)

 $ $15.49 $ 

The total charge to operations for all incentive plans is as follows:

       

Outstanding restricted stock grants

 $1,701,000 $1,341,000 $1,050,000  $2,204,000 $1,701,000 $1,341,000 

Outstanding restricted stock units

 132,000 99,000 173,000  130,000 132,000 99,000 

Total charge to operations

 $1,833,000 $1,440,000 $1,223,000  $2,334,000 $1,833,000 $1,440,000 

        As of December 31, 2015, there were approximately $5,719,000 of total compensation costs related to non-vested awards that have not yet been recognized, including $167,000 related to the Units (net of forfeiture and performance assumptions which are re-evaluated quarterly). These compensation costs


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ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

December 31, 20142015

NOTE 10—11—STOCKHOLDERS' EQUITY (Continued)

        As of December 31, 2014, there were approximately $4,856,000 of total compensation costs related to non-vested awards that have not yet been recognized, including $297,000 related to the Pay-for-Performance Program (net of forfeiture and performance assumptions which are re-evaluated quarterly). These compensation costs will be charged to generalGeneral and administrative expense over the remaining respective vesting periods. The weighted average vesting period is approximately 2.42.1 years.

Common Stock Dividend Distributions

        In 2015, 2014 and 2013, and 2012, the CompanyBoard of Directors declared an aggregate $1.58, $1.50 $1.42 and $1.34$1.42 per share in cash distributions, respectively.

Distribution Reinvestment Plan

        The Company's Dividend Reinvestment Plan (the "DRP") 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 of up to 5% from the market price. The discount is determined in the Company's sole discretion. The Company is currently offering up to a 5% discount from market. The Company issued 197,000, 227,000 210,000 and 215,000210,000 common shares under the DRP during 2015, 2014 2013 and 2012,2013, respectively.

Shares Issued Through Equity Offering Program

        On March 20, 2014, the Company entered into an amended and restated equity offering sales agreement to sell shares of the Company's common stock from time to time with an aggregate sales price of up to approximately $38,360,000, through an "at the market" equity offering program. During 2015, the Company sold 295,190 shares for proceeds of $6,581,000, net of commissions of $66,000, and incurred offering costs of $124,000 for professional fees. During 2014, the Company sold 179,051 shares for proceeds of $3,889,700,$3,890,000, net of commissions of $39,000, and incurred offering costs, primarily professional fees, of $122,000. During 2013, the Company sold 363,463 shares for proceeds of $9,227,800, net of commissions of $93,000 and incurring offering costs, primarily professional fees, of $63,000.

NOTE 11—12—COMMITMENTS AND CONTINGENCIES

        The Company maintains a non-contributory defined contribution pension plan covering eligible employees. Contributions by the Company are made through a money purchase plan, based upon a percent of the qualified employees' total salary (subject to the maximum amount allowed by law). Pension expense approximated $266,000, $191,000 $147,000 and $128,000$147,000 for the years ended December 31, 2015, 2014 2013 and 2012,2013, respectively, and is included in generalGeneral and administrative expenses in the Company's consolidated statements of income.

        The Company pays, with respect to one of its real estate properties, annual fixed leasehold rent of $296,875 through July 2014, $371,094 through July 2019 and $463,867 through March 3, 2020. The Company has the right to extend the lease for up to five 5-year and one seven month renewal options.

        As discussed in Note 3,5, the Company provided its land in Sandy Springs, Georgia and Lakemoor, Illinois as collateral for the respective owner/operator's mortgage loanloans and accordingly, theeach land position is subordinatesubordinated to the applicable mortgage.


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ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

December 31, 2014

NOTE 11—COMMITMENTS AND CONTINGENCIES (Continued)

        In the ordinary course of business, the Company is party to various legal actions which management believes are routine in nature and incidental to the operation of the Company's business. Management believes that the outcome of the proceedings will not have a material adverse effect upon the Company's consolidated financial statements taken as a whole.


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ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

December 31, 2015

NOTE 12—13—INCOME TAXES

        The Company elected to be taxed as a REIT under the Internal Revenue Code, commencing with its taxable year ended December 31, 1983. To qualify as a REIT, the Company must meet a number of organizational and operational requirements, including a requirement that it currently distribute at least 90% of its adjusted taxable income to its stockholders. It is management's current intention to adhere to these requirements and maintain the Company's REIT status. As a REIT, the Company generally will not be subject to corporate level federal, state and local income tax on taxable income it distributes currently to its stockholders. If the Company fails to qualify as a REIT in any taxable year, it will be subject to federal, state and local income taxes at regular corporate rates (including any applicable alternative minimum tax) and may not be able to qualify as a REIT for four subsequent taxable years. Even though the Company qualifies for taxation as a REIT, the Company is subject to certain state and local taxes on its income and property, and to federal income and excise taxes on its undistributed taxable income.

Reconciliation between Financial Statement Net Income and Federal Taxable Income (Unaudited):

        The following table reconciles financial statement net income to federal taxable income for the years indicated (amounts in thousands):


 2014
Estimate
 2013
Actual
 2012
Actual
  2015
Estimate
 2014
Actual
 2013
Actual
 

Net income

 $22,116 $17,875 $32,320  $20,517 $22,116 $17,875 

Straight line rent adjustments

 (1,473) (1,025) (919)

Book gain on sale—less than (in excess of) tax gain

 10,504 1,391 (445)

Straight-line rent adjustments

 (971) (1,480) (1,025)

Book gain on sale—(in excess of) less than tax gain

 (530) 10,522 1,391 

Rent received in advance, net

 (172) 691 97  (73) (180) 691 

Adjustments for above/below market leases

 (217) (144) 6  (581) (253) (144)

Restricted stock expense-tax (in excess of) book

 (149) 357 341 

Non-deductible portion of restricted stock expense

 613 (149) 357 

Federal excise tax, non-deductible

 302 45 290  174 302 45 

Book depreciation in excess of tax depreciation

 2,901 1,686 (208) 4,219 2,970 1,686 

Property acquisition costs—capitalized for tax purposes

 425 850 836  798 417 850 

Impairment charge

 1,093 62  

Impairment loss

  1,093 62 

Other adjustments

 (19) (111) (201) (317) 26 (111)

Federal taxable income

 $35,311 $21,677 $32,117  $23,849 $35,384 $21,677 

Table of Contents


ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

December 31, 20142015

NOTE 12—13—INCOME TAXES (Continued)

Reconciliation between Cash Dividends Paid and Dividends Paid Deduction (Unaudited):

        The following table reconciles cash dividends paid with the dividends paid deduction for the years indicated (amounts in thousands):


 2014
Estimate
 2013
Actual
 2012
Actual
  2015
Estimate
 2014
Actual
 2013
Actual
 

Dividends paid

 $24,117 $21,999 $24,252  $26,179 $24,117 $21,999 

Dividend reinvestment plan(a)

 197 230 256 

Dividend reinvestment plan(a)

 228 197 230 

 24,314 22,229 24,508  26,407 24,314 22,229 

Less: Spillover dividends designated to previous year

 (7,107) (7,659)   (18,177) (7,107) (7,659)

Plus: Dividends designated from following year

 18,104 7,107 7,659  15,619 18,177 7,107 

Dividends paid deduction(b)

 $35,311 $21,677 $32,167  $23,849 $35,384 $21,677 

(a)
Reflects the up to 5% discount on common stock purchased through the dividend reinvestment plan.

(b)
Dividends paid deduction is slightly higher than federal taxable income in 2012 to account for an adjustment made to federal taxable income as a result of the impact of the alternative minimum tax.

NOTE 13—14—SUBSEQUENT EVENTS

        Subsequent events have been evaluated and except as disclosed (i) below, (ii) in Note 3 (Real Estate Investments4 (Sale and Minimum Future Rentals) and (iii) in Note 4 (SalesDisposal of Properties, Discontinued Operations and Impairment) and (iii) in Note 8 (Debt Obligations), there were no other events relative to ourthe consolidated financial statements that require additional disclosure.

        On January 15, 2015, 129,9755, 2016, 139,225 shares were issued as restricted share grants having an aggregate value of approximately $3,197,000$3,027,000 and are scheduled to vest in January 2020.2021.

        On March 2, 2016, Sports Authority Inc., a tenant at the Company's Greenwood Village, Colorado property, filed for Chapter 11 bankruptcy protection. This tenant accounted for approximately 0.8%, 0.8% and 0.9% of the Company's rental income for the years ended December 31, 2015, 2014 and 2013, respectively.

        On March 10, 2015,2016, the Board of Directors declared a quarterly cash dividend of $.39$.41 per share on the Company's common stock, totaling $6,382,000.$6,970,000. The quarterly dividend is payable on April 7, 20152016 to stockholders of record on March 27, 2015.25, 2016.


Table of Contents


ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

December 31, 20142015

NOTE 14—15—QUARTERLY FINANCIAL DATA (Unaudited):

                      (In Thousands, Except Per Share Data)

 
 Quarter Ended  
 
 
 Total
For Year
 
2014
 March 31 June 30 Sept. 30 Dec. 31 

Total revenues

 $14,402 $15,665 $15,187 $15,223 $60,477 

Income from continuing operations

 
$

3,287
 
$

4,662
 
$

2,647
 
$

11,601

(a)

$

22,197
 

Income from discontinued operations

  13        13 

Net income

 $3,300 $4,662 $2,647 $11,601 $22,210 

Net income attributable to
One Liberty Properties, Inc. 

 $3,273 $4,640 $2,620 $11,583 $22,116 

Weighted average number of common shares outstanding:

                

Basic:

  15,356  15,518  15,650  15,727  15,563 

Diluted:

  15,456  15,618  15,750  15,827  15,663 

Basic:

  
 
  
 
  
 
  
 
  
 
 

Income from continuing operations

 $.20 $.29 $.16 $.71 $1.37(b)

Income from discontinued operations

           

Net income

 $.20 $.29 $.16 $.71 $1.37(b)

Diluted:

  
 
  
 
  
 
  
 
  
 
 

Income from continuing operations

 $.20 $.29 $.16 $.71 $1.37(b)

Income from discontinued operations

           

Net income

 $.20 $.29 $.16 $.71 $1.37(b)

 
 Quarter Ended  
 
 
 Total
For Year
 
2015
 March 31 June 30 Sept. 30 Dec. 31 

Total revenues

 $15,326(a)$15,782 $16,108 $18,495(b)$65,711 

Net income

 
$

9,207

(c)

$

3,714
 
$

3,791
 
$

5,195
 
$

21,907
 

Net income attributable to One Liberty Properties, Inc. 

 $7,856 $3,682 $3,788 $5,191 $20,517 

Weighted average number of common shares outstanding:

                

Basic

  15,776  15,883  16,014  16,204  15,971 

Diluted

  15,876  15,983  16,114  16,312  16,079 

Net income per common share attributable to common stockholders:

                

Basic

 $.48 $.22 $.22 $.31 $1.23(d)

Diluted

 $.48 $.22 $.22 $.31 $1.22(d)

(a)
Includes lease termination fee income of $650 from an industrial tenant.

(b)
Includes lease termination fee income of $2,236 from two retail tenants.

(c)
Includes a $10.2 million$5,392 net gain on sale of real estate, and a $1.6 million$472 prepayment cost on debt related toand a $249 write-off of deferred financing costs. The non-controlling interest's share of income from the sale.transaction was $1,320.

(b)(d)
Calculated on weighted average shares outstanding for the year.

Table of Contents


ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

December 31, 20142015

NOTE 14—15—QUARTERLY FINANCIAL DATA (Unaudited): (Continued)

 
 Quarter Ended  
 
 
 Total
For Year
 
2013
 March 31 June 30 Sept. 30 Dec. 31 

Total revenues as previously reported

 $12,102 $12,227 $13,214 $14,166 $51,709 

Revenues from discontinued operations(c)

  (240) (246) (244)   (730)

Total revenues

 $11,862 $11,981 $12,970 $14,166 $50,979 

Income from continuing operations(d)

 
$

3,313
 
$

7,607
 
$

3,084
 
$

3,405
 
$

17,409
 

Income from discontinued operations(d)

  136  145  144  90  515 

Net income

 $3,449 $7,752 $3,228 $3,495 $17,924 

Net income attributable to
One Liberty Properties, Inc. 

 $3,450 $7,736 $3,211 $3,478 $17,875 

Weighted average number of common shares outstanding:

                

Basic:

  14,672  14,844  15,093  15,178  14,948 

Diluted:

  14,772  14,944  15,193  15,278  15,048 

Basic:

  
 
  
 
  
 
  
 
  
 
 

Income from continuing operations(c)

 $.21 $.50 $.19 $.21 $1.12(e)

Income from discontinued operations(c)

  .01  .01  .01  .01  .03(e)

Net income

 $.22 $.51 $.20 $.22 $1.15(e)

Diluted:

  
 
  
 
  
 
  
 
  
 
 

Income from continuing operations(c)

 $.21 $.49 $.19 $.21 $1.11(e)

Income from discontinued operations(c)

  .01  .01  .01  .01  .03(e)

Net income

 $.22 $.50 $.20 $.22 $1.14(e)

 
 Quarter Ended  
 
 
 Total
For Year
 
2014
 March 31 June 30 Sept. 30 Dec. 31 

Total revenues

 $14,402 $15,665(e)$15,187 $15,223 $60,477 

Income from continuing operations

 
$

3,287
 
$

4,662
 
$

2,647
 
$

11,601

(f)

$

22,197
 

Income from discontinued operations

  13        13 

Net income

 $3,300 $4,662 $2,647 $11,601 $22,210 

Net income attributable to One Liberty Properties, Inc. 

 $3,273 $4,640 $2,620 $11,583 $22,116 

Weighted average number of common shares outstanding:

                

Basic

  15,356  15,518  15,650  15,727  15,563 

Diluted

  15,456  15,618  15,750  15,827  15,663 

Net income per common share attributable to common stockholders:

                

Basic

 $.20 $.29 $.16 $.71 $1.37(g)

Diluted

 $.20 $.29 $.16 $.71 $1.37(g)

(c)(e)
Represents revenuesIncludes lease termination fee income of $1,269 from discontinued operations which were previously included in rental revenues as previously reported.a retail tenant.

(d)(f)
Amounts have been adjustedIncludes a $10,180 net gain on sale of real estate and a $1,581 prepayment cost on debt related to give effect to discontinued operations.the sale.

(e)(g)
Calculated on weighted average shares outstanding for the year.

Table of Contents

ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES
Schedule III—Consolidated Real Estate and Accumulated Depreciation
December 31, 20142015
(Amounts in Thousands)


  
  
  
  
 Cost
Capitalized
Subsequent to
Acquisition
 Gross Amount at Which
Carried at December 31, 2014
  
  
  
   
  
  
  
 Cost
Capitalized
Subsequent to
Acquisition
 Gross Amount at Which
Carried at December 31, 2015
  
  
  
 

  
  
 Initial Cost to Company  
  
  
   
  
 Initial Cost to Company  
  
  
 

  
  
  
 Building &
Improvements
  
 Building &
Improvements
  
 Accumulated
Depreciation(1)
 Date of
Construction
 Date
Acquired
   
  
  
 Building
and
Improvements
  
 Building &
Improvements
  
 Accumulated
Depreciation(1)
 Date of
Construction
 Date
Acquired
 
Type
 Location Encumbrances Land Improvements Land Total  Location Encumbrances Land Improvements Land Total 

Flex

 Ronkonkoma, NY $3,702 $1,042 $4,171 $1,496 $1,042 $5,667 $6,709 $1,690 1986 2000  Ronkonkoma, NY $3,602 $1,042 $4,171 $1,600 $1,042 $5,771 $6,813 $1,845 1986 2000 

Flex

 Hauppauge, NY 8,326 1,952 10,954  1,952 10,954 12,906 3,845 1982 2000  Hauppauge, NY 12,413 1,952 10,954 1,755 1,952 12,709 14,661 4,194 1982 2000 

Flex

 Fort Mill, SC 8,996 1,840 12,687  1,840 12,687 14,527 512 1992 2013  Fort Mill, SC 8,770 1,840 12,687 23 1,840 12,710 14,550 862 1992 2013 

Health & Fitness

 Tucker, GA 4,968 807 3,027 3,126 807 6,153 6,960 1,775 1988 2002  Tucker, GA 4,846 807 3,027 3,126 807 6,153 6,960 1,946 1988 2002 

Health & Fitness

 Hamilton, OH 5,178 1,483 5,953  1,483 5,953 7,436 580 2008 2011  Hamilton, OH 5,062 1,483 5,953  1,483 5,953 7,436 752 2008 2011 

Health & Fitness

 Secaucus, NJ 9,590 5,449 9,873  5,449 9,873 15,322 507 1986 2012  Secaucus, NJ 9,360 5,449 9,873  5,449 9,873 15,322 756 1986 2012 

Industrial

 Columbus, OH  435 1,703  435 1,703 2,138 606 1979 1995  Columbus, OH  435 1,703  435 1,703 2,138 649 1979 1995 

Industrial

 West Palm Beach, FL  181 724  181 724 905 293 1973 1998  West Palm Beach, FL  181 724  181 724 905 312 1973 1998 

Industrial

 New Hyde Park, NY  182 728 33 182 761 943 292 1960 1999  New Hyde Park, NY 2,694 182 728 281 182 1,009 1,191 316 1960 1999 

Industrial

 Melville, NY 2,982 774 3,029 975 774 4,004 4,778 998 1982 2003  Melville, NY 2,907 774 3,029 975 774 4,004 4,778 1,106 1982 2003 

Industrial

 Philadelphia, PA 5,489 1,981 7,668  1,981 7,668 9,649 1,893 1964 2005  Philadelphia, PA 5,346 1,981 7,668  1,981 7,668 9,649 2,085 1964 2005 

Industrial

 Saco, ME 3,174 1,027 3,623  1,027 3,623 4,650 789 2001 2006  Saco, ME 3,061 1,027 3,623  1,027 3,623 4,650 879 2001 2006 

Industrial

 Baltimore, MD(2) 21,114 6,474 25,282  6,474 25,282 31,756 5,084 1960 2006  Baltimore, MD(2) 20,725 6,474 25,282  6,474 25,282 31,756 5,715 1960 2006 

Industrial

 Durham, NC 2,053 1,043 2,404  1,043 2,404 3,447 249 1991 2011  Durham, NC 1,998 1,043 2,404  1,043 2,404 3,447 321 1991 2011 

Industrial

 Pinellas Park, FL  1,231 1,669  1,231 1,669 2,900 134 1995 2012  Pinellas Park, FL  1,231 1,669  1,231 1,669 2,900 191 1995 2012 

Industrial

 Miamisburg, OH 822 165 1,348  165 1,348 1,513 80 1987 2012  Miamisburg, OH 794 165 1,348  165 1,348 1,513 119 1987 2012 

Industrial

 Indianapolis, IN 6,395 1,224 6,935  1,224 6,935 8,159 300 1997 2013  Indianapolis, IN 6,247 1,224 6,935  1,224 6,935 8,159 532 1997 2013 

Industrial

 Fort Mill, SC 26,671 1,804 33,650  1,804 33,650 35,454 1,543 1997 2013  Fort Mill, SC 26,139 1,804 33,650  1,804 33,650 35,454 2,736 1997 2013 

Industrial

 New Hope, MN  881 6,064   881 6,064 6,945 19 1967 2014  New Hope, MN 4,387 881 6,064  881 6,064 6,945 172 1967 2014 

Industrial

 Joppa, MD  3,805 8,142 42 3,805 8,184 11,989 115 1994 2014  Joppa, MD  3,815 8,142 42 3,815 8,184 11,999 328 1994 2014 

Industrial

 Louisville, KY 2,574 578 3,731  578 3,731 4,309 77 1974 2015 

Industrial

 Louisville, KY  50 230  50 230 280 4 1974 2015 

Industrial

 McCalla, AL 10,858 1,588 14,681  1,588 14,681 16,269 172 2003 2015 

Industrial

 Delport, MO 12,309 3,728 13,006  3,728 13,006 16,734 102 1969 2015 

Office

 Brooklyn, NY 5,029 1,381 5,447 2,870 1,381 8,317 9,698 2,997 1973 1998  Brooklyn, NY 4,559 1,381 5,447 2,870 1,381 8,317 9,698 3,212 1973 1998 

Other

 Greensboro, NC   8,328   8,328 8,328 6,101 1999 2004 

Other

 Greensboro, NC 5,038  8,328   8,328 8,328 5,567 1999 2004  Round Rock, TX 14,580 1,678 16,670  1,678 16,670 18,348 999 2012 2013 

Other

 Round Rock, TX 14,898 1,678 16,670  1,678 16,670 18,348 578 2012 2013  Sandy Springs, GA  6,528   6,528  6,528  N/A 2014 

Other

 Sandy Springs, GA  6,516    6,516  6,516  N/A 2014  Indianapolis, IN 4,410 3,099 5,225 19 3,099 5,244 8,343 170 1997 2014 

Other

 Indianapolis, IN 4,500 3,087 5,225   3,087 5,225 8,312 29 1997 2014  Lakemoor, IL  9,592   9,592  9,592  N/A 2015 

Retail

 Seattle, WA  201 189  201 189 390 129 1986 1987  Seattle, WA  201 189  201 189 390 134 1986 1987 

Retail

 Rosenberg, TX  216 863 67 216 930 1,146 422 1994 1995  Rosenberg, TX  216 863 66 216 929 1,145 448 1994 1995 

Retail

 Denver, CO 2,801 780 3,248 418 780 3,666 4,446 1,598 1995 1996  Greenwood Village, CO  780 3,248 418 780 3,666 4,446 1,690 1995 1996 

Retail

 Ft. Myers, FL 2,947 1,013 4,054  1,013 4,054 5,067 1,837 1995 1996 

Table of Contents


  
  
  
  
 Cost
Capitalized
Subsequent to
Acquisition
 Gross Amount at Which
Carried at December 31, 2014
  
  
  
   
  
  
  
 Cost
Capitalized
Subsequent to
Acquisition
 Gross Amount at Which
Carried at December 31, 2015
  
  
  
 

  
  
 Initial Cost to Company  
  
  
   
  
 Initial Cost to Company  
  
  
 

  
  
  
 Building &
Improvements
  
 Building &
Improvements
  
 Accumulated
Depreciation(1)
 Date of
Construction
 Date
Acquired
   
  
  
 Building
and
Improvements
  
 Building &
Improvements
  
 Accumulated
Depreciation(1)
 Date of
Construction
 Date
Acquired
 
Type
 Location Encumbrances Land Improvements Land Total  Location Encumbrances Land Improvements Land Total 

Retail

 Atlanta, GA 1,466 460 2,461  460 2,461 2,921 1,455 1994 1996  Ft. Myers, FL 2,811 1,013 4,054  1,013 4,054 5,067 1,938 1995 1996 

Retail

 Houston, TX  396 1,583 30 396 1,613 2,009 666 1997 1998  Houston, TX  396 1,583 30 396 1,613 2,009 711 1997 1998 

Retail

 Selden, NY 3,175 572 2,287 150 572 2,437 3,009 949 1997 1999  Selden, NY 3,082 572 2,287 150 572 2,437 3,009 1,010 1997 1999 

Retail

 Champaign, IL 1,793 791 3,165 274 791 3,439 4,230 1,289 1985 1999  Champaign, IL 1,726 791 3,165 287 791 3,452 4,243 1,375 1985 1999 

Retail

 El Paso, TX  2,821 11,123 321 2,821 11,444 14,265 4,244 1974 2000  El Paso, TX  2,821 11,123 1,211 2,821 12,334 15,155 4,568 1974 2000 

Retail

 Lake Charles, LA(3)  1,167 4,669 521 1,167 5,190 6,357 1,495 1998 2002  Lake Charles, LA(3) 5,434 1,167 4,669 599 1,167 5,268 6,435 1,669 1998 2002 

Retail

 Somerville, MA 1,906 510 1,993 24 510 2,017 2,527 598 1993 2003  Somerville, MA 1,865 510 1,993 24 510 2,017 2,527 648 1993 2003 

Retail

 Newark, DE 1,934 935 3,643 10 935 3,653 4,588 1,037 1996 2003  Newark, DE 1,866 935 3,643 10 935 3,653 4,588 1,129 1996 2003 

Retail

 Knoxville, TN 3,781 2,290 8,855  2,290 8,855 11,145 2,390 2003 2004  Knoxville, TN  2,290 8,855  2,290 8,855 11,145 2,610 2003 2004 

Retail

 Athens, GA(3) 2,978 1,130 4,340  1,130 4,340 5,470 1,153 2003 2004  Athens, GA(3) 2,913 1,130 4,340  1,130 4,340 5,470 1,261 2003 2004 

Retail

 Onalaska, WI  753 3,099  753 3,099 3,852 785 1994 2004  Onalaska, WI 3,722 753 3,099  753 3,099 3,852 862 1994 2004 

Retail

 Bastrop, LA 993 378 1,465  378 1,465 1,843 297 1995 2006  Bastrop, LA(4) 972 378 1,465  378 1,465 1,843 334 1995 2006 

Retail

 Kentwood, LA 966 368 1,425  368 1,425 1,793 290 1995 2006  Kentwood, LA(4) 946 368 1,425  368 1,425 1,793 326 1995 2006 

Retail

 Monroe, LA 993 378 1,465  378 1,465 1,843 297 1995 2006  Monroe, LA(4) 972 378 1,465  378 1,465 1,843 334 1995 2006 

Retail

 Monroe, LA 948 361 1,399  361 1,399 1,760 284 1995 2006  Monroe, LA(4) 928 361 1,399  361 1,399 1,760 319 1995 2006 

Retail

 D'lberville, MS 966 368 1,425  368 1,425 1,793 289 1995 2006  D'lberville, MS(4) 946 368 1,425  368 1,425 1,793 325 1995 2006 

Retail

 Flowood, MS 1,029 392 1,517  392 1,517 1,909 308 1995 2006  Flowood, MS(4) 1,008 392 1,517  392 1,517 1,909 346 1995 2006 

Retail

 Vicksburg, MS 940 358 1,385  358 1,385 1,743 282 1985 2006  Vicksburg, MS(4) 921 358 1,385  358 1,385 1,743 317 1985 2006 

Retail

 Vicksburg, MS 1,145 436 1,689  436 1,689 2,125 343 1995 2006  Vicksburg, MS(4) 1,121 436 1,689  436 1,689 2,125 385 1995 2006 

Retail

 Hyannis, MA 831 802 2,324  802 2,324 3,126 404 1998 2008  Hyannis, MA 613 802 2,324  802 2,324 3,126 462 1998 2008 

Retail

 Marston Mills, MA 344 461 2,313  461 2,313 2,774 397 1998 2008  Marston Mills, MA 247 461 2,313  461 2,313 2,774 455 1998 2008 

Retail

 Everett, MA 1,265 1,935   1,935  1,935  N/A 2008  Everett, MA 1,238 1,935   1,935  1,935  N/A 2008 

Retail

 Royersford, PA 19,750 19,538 3,150 403 19,538 3,553 23,091 412 2001 2010  Royersford, PA 19,750 19,538 3,150 404 19,538 3,554 23,092 510 2001 2010 

Retail

 Monroeville, PA  450 863  450 863 1,313 100 1994 2010  Monroeville, PA  450 863  450 863 1,313 121 1994 2010 

Retail

 Kansas City, MO 4,133 2,958 5,691  2,958 5,691 8,649 646 2004 2010  Kansas City, MO 4,028 2,958 5,691  2,958 5,691 8,649 788 2004 2010 

Retail

 Houston, TX 2,697 1,962 1,540  1,962 1,540 3,502 182 2006 2010  Houston, TX 2,641 1,962 1,540  1,962 1,540 3,502 227 2006 2010 

Retail

 Houston, TX  2,002 1,800  2,002 1,800 3,802 210 2009 2010  Houston, TX  2,002 1,800  2,002 1,800 3,802 261 2009 2010 

Retail

 Bolingbrook, IL  834 1,887 90 834 1,977 2,811 187 2001 2011  Bolingbrook, IL  834 1,887 101 834 1,988 2,822 247 2001 2011 

Retail

 Crystal Lake, IL 1,913 615 1,899  615 1,899 2,514 207 1997 2011  Crystal Lake, IL 1,845 615 1,899  615 1,899 2,514 270 1997 2011 

Retail

 Niles, IL 3,245 843 3,485  843 3,485 4,328 332 1995 2011  Niles, IL 3,170 843 3,485  843 3,485 4,328 433 1995 2011 

Retail

 Lawrence, KS  134 938  134 938 1,072 67 1915 2012  Lawrence, KS  134 938  134 938 1,072 91 1915 2012 

Retail

 Greensboro, NC 1,463 1,046 1,552 29 1,046 1,581 2,627 43 2002 2014  Greensboro, NC 1,432 1,046 1,552 29 1,046 1,581 2,627 90 2002 2014 

Retail

 Highlands Ranch, CO  2,361 2,924   2,361 2,924 5,285 53 1995 2014  Highlands Ranch, CO  2,361 2,924  2,361 2,924 5,285 138 1995 2014 

Retail

 Woodbury, MN 3,183 1,190 4,003   1,190 4,003 5,193 71 2006 2014  Woodbury, MN 3,111 1,190 4,003  1,190 4,003 5,193 185 2006 2014 

Retail

 Cape Girardeau, MO 1,336 545 1,547  545 1,547 2,092 97 1994 2012  Cape Girardeau, MO 1,292 545 1,547  545 1,547 2,092 141 1994 2012 

Retail

 Cherry Hill, NJ(5) 7,389 3,584 2,794 4,866 3,584 7,660 11,244 1,067 2000 2011  Clemmons, NC 2,317 2,564 3,293  2,564 3,293 5,857 327 1993 2013 

Retail

 Clemmons, NC 2,410 2,564 3,293  2,564 3,293 5,857 210 1993 2013  Deptford, NJ 1,877 572 1,779 705 572 2,484 3,056 353 1981 2012 

Retail

 Deptford, NJ 1,924 572 1,779 705 572 2,484 3,056 252 1981 2012  Houston, TX 4,709 3,122 3,767 145 3,122 3,912 7,034 476 2001 2012 

Table of Contents


  
  
  
  
 Cost
Capitalized
Subsequent to
Acquisition
 Gross Amount at Which
Carried at December 31, 2014
  
  
  
   
  
  
  
 Cost
Capitalized
Subsequent to
Acquisition
 Gross Amount at Which
Carried at December 31, 2015
  
  
  
 

  
  
 Initial Cost to Company  
  
  
   
  
 Initial Cost to Company  
  
  
 

  
  
  
 Building &
Improvements
  
 Building &
Improvements
  
 Accumulated
Depreciation(1)
 Date of
Construction
 Date
Acquired
   
  
  
 Building
and
Improvements
  
 Building &
Improvements
  
 Accumulated
Depreciation(1)
 Date of
Construction
 Date
Acquired
 
Type
 Location Encumbrances Land Improvements Land Total  Location Encumbrances Land Improvements Land Total 

Retail

 Lakewood, CO 11,656 6,005 11,272  6,005 11,272 17,277 270 1985 2015 

Retail

 Lincoln, NE  3,768 11,835 19 3,768 11,854 15,622 240 2001 2015 

Retail

 Kennesaw, GA  1,501 4,349  1,501 4,349 5,850 793 1995 2008 

Retail—Restaurant

 Hauppauge, NY 1,854 725 2,963  725 2,963 3,688 750 1992 2005 

Retail—Restaurant

 Palmyra, PA 777 650 650  650 650 1,300 89 1981 2010 

Retail—Restaurant

 Reading, PA 787 655 625  655 625 1,280 70 1981 2010  Reading, PA 768 655 625  655 625 1,280 85 1981 2010 

Retail—Restaurant

 Reading, PA 775 618 643  618 643 1,261 73 1983 2010  Reading, PA 756 618 643  618 643 1,261 89 1983 2010 

Retail—Restaurant

 Hanover, PA 871 736 686  736 686 1,422 75 1992 2010  Hanover, PA 850 736 686  736 686 1,422 92 1992 2010 

Retail—Restaurant

 Gettysburg, PA 893 754 704  754 704 1,458 77 1991 2010  Gettysburg, PA 871 754 704  754 704 1,458 95 1991 2010 

Retail—Restaurant

 Trexlertown, PA 759 800 439  800 439 1,239 48 1994 2010  Trexlertown, PA 740 800 439  800 439 1,239 59 1994 2010 

Retail—Restaurant

 Island Park, NY 1,047 1,235 1,355  1,235 1,355 2,590 164 1947 2010  Island Park, NY  1,235 1,355  1,235 1,355 2,590 205 1947 2010 

Retail—Restaurant

 Carrollton, GA 1,698 796 1,458  796 1,458 2,254 120 1996 2012  Carrollton, GA 1,657 796 1,458  796 1,458 2,254 164 1996 2012 

Retail—Restaurant

 Cartersville, GA 1,606 786 1,346  786 1,346 2,132 118 1995 2012  Cartersville, GA 1,567 786 1,346  786 1,346 2,132 161 1995 2012 

Retail—Restaurant

 Kennesaw, GA 1,316 702 916  702 916 1,618 80 1989 2012  Kennesaw, GA 1,287 702 916  702 916 1,618 108 1989 2012 

Retail—Restaurant

 Lawrenceville, GA 1,263 866 899  866 899 1,765 100 1988 2012  Lawrenceville, GA 1,233 866 899  866 899 1,765 138 1988 2012 

Retail—Restaurant

 Killeen, TX  1,265 803  1,265 803 2,068 50 2007 2013  Killeen, TX  1,265 803  1,265 803 2,068 85 2007 2013 

Retail—Restaurant

 Concord, NC 1,647 999 1,076  999 1,076 2,075 45 2000 2013  Concord, NC 1,609 999 1,076  999 1,076 2,075 77 2000 2013 

Retail—Restaurant

 Myrtle Beach, SC 1,647 1,102 1,161  1,102 1,161 2,263 48 1978 2013  Myrtle Beach, SC 1,609 1,102 1,161  1,102 1,161 2,263 86 1978 2013 

Retail—Restaurant

 Ann Arbor, MI 1,462 1,098 1,460  1,098 1,460 2,558 63 1998 2013  Ann Arbor, MI 1,431 1,098 1,460  1,098 1,460 2,558 112 1998 2013 

Retail—Restaurant

 Greensboro, NC 3,488 1,770 1,237  1,770 1,237 3,007 40 1983 2013  Greensboro, NC 3,413 1,770 1,237  1,770 1,237 3,007 79 1983 2013 

Retail—Restaurant

 Richmond, VA  1,680 1,341  1,680 1,341 3,021 42 1983 2013  Richmond, VA  1,680 1,340  1,680 1,340 3,020 82 1983 2013 

Retail—Restaurant

 Indianapolis, IN 996 853 1,465   853 1,465 2,318 41 1982 2014  Indianapolis, IN 975 853 1,465  853 1,465 2,318 83 1982 2014 

Retail—Supermarket

 West Hartford, CT  2,881 94 326 2,881 420 3,301 61 N/A 2010  West Hartford, CT  2,881 94 326 2,881 420 3,301 90 N/A 2010 

Retail—Supermarket

 West Hartford, CT 12,427 9,296 4,813 261 9,296 5,074 14,370 615 2005 2010  West Hartford, CT 12,245 9,296 4,813 261 9,296 5,074 14,370 762 2005 2010 

Retail—Supermarket

 Philadelphia, PA 4,626 1,793 5,640   1,793 5,640 7,433 32 1992 2014  Philadelphia, PA 4,514 1,793 5,640 80 1,793 5,720 7,513 186 1992 2014 

Retail—Furniture

 Columbus, OH  1,445 5,431 350 1,445 5,781 7,226 2,475 1996 1997  Columbus, OH  1,445 5,431 413 1,445 5,844 7,289 2,620 1996 1997 

Retail—Furniture

 Duluth, GA(4) 1,757 778 3,436  778 3,436 4,214 748 1987 2006  Duluth, GA(5) 1,694 778 3,436  778 3,436 4,214 834 1987 2006 

Retail—Furniture

 Fayetteville, GA(4) 2,204 976 4,308  976 4,308 5,284 938 1987 2006  Fayetteville, GA(5) 2,125 976 4,308  976 4,308 5,284 1,046 1987 2006 

Retail—Furniture

 Wichita, KS(4) 2,684 1,189 5,248  1,189 5,248 6,437 1,143 1996 2006  Wichita, KS(5) 2,589 1,189 5,248  1,189 5,248 6,437 1,274 1996 2006 

Retail—Furniture

 Lexington, KY(4) 1,806 800 3,532  800 3,532 4,332 769 1999 2006  Lexington, KY(5) 1,742 800 3,532  800 3,532 4,332 857 1999 2006 

Retail—Furniture

 Bluffton, SC(4) 1,330 589 2,600  589 2,600 3,189 566 1994 2006  Bluffton, SC(5) 1,283 589 2,600  589 2,600 3,189 631 1994 2006 

Retail—Furniture

 Amarillo, TX(4) 1,948 863 3,810  863 3,810 4,673 830 1996 2006  Amarillo, TX(5) 1,873 860 3,810  860 3,810 4,670 925 1996 2006 

Retail—Furniture

 Austin, TX(4) 3,583 1,587 7,010  1,587 7,010 8,597 1,526 2001 2006  Austin, TX(5) 3,456 1,587 7,010  1,587 7,010 8,597 1,701 2001 2006 

Retail—Furniture

 Tyler, TX(4) 2,328 1,031 4,554  1,031 4,554 5,585 991 2001 2006  Tyler, TX(5) 2,245 1,031 4,554  1,031 4,554 5,585 1,105 2001 2006 

Retail—Furniture

 Newport News, VA(4) 1,696 751 3,316  751 3,316 4,067 722 1995 2006  Newport News, VA(5) 1,635 751 3,316  751 3,316 4,067 805 1995 2006 

Retail—Furniture

 Richmond, VA(4) 1,957 867 3,829  867 3,829 4,696 833 1979 2006  Richmond, VA(5) 1,888 867 3,829  867 3,829 4,696 929 1979 2006 

Retail—Furniture

 Virginia Beach, VA(4) 1,928 854 3,770  854 3,770 4,624 821 1995 2006  Virginia Beach, VA(5) 1,860 854 3,770  854 3,770 4,624 915 1995 2006 

Retail

 Houston, TX 4,844 3,122 3,767 52 3,122 3,819 6,941 321 2001 2012 

Retail—Furniture

 Gurnee, IL 2,346 834 3,635  834 3,635 4,469 844 1994 2006 

Table of Contents


  
  
  
  
 Cost
Capitalized
Subsequent to
Acquisition
 Gross Amount at Which
Carried at December 31, 2014
  
  
  
   
  
  
  
 Cost
Capitalized
Subsequent to
Acquisition
 Gross Amount at Which
Carried at December 31, 2015
  
  
  
 

  
  
 Initial Cost to Company  
  
  
   
  
 Initial Cost to Company  
  
  
 

  
  
  
 Building &
Improvements
  
 Building &
Improvements
  
 Accumulated
Depreciation(1)
 Date of
Construction
 Date
Acquired
   
  
  
 Building
and
Improvements
  
 Building &
Improvements
  
 Accumulated
Depreciation(1)
 Date of
Construction
 Date
Acquired
 
Type
 Location Encumbrances Land Improvements Land Total  Location Encumbrances Land Improvements Land Total 

Retail—Restaurant

 Hauppauge, NY 1,910 725 2,963  725 2,963 3,688 676 1992 2005 

Retail—Restaurant

 Palmyra, PA 797 650 650  650 650 1,300 72 1981 2010 

Retail—Furniture

 Gurnee, IL 2,398 834 3,635  834 3,635 4,469 753 1994 2006  Naples, FL  3,070 2,846 189 3,070 3,035 6,105 533 1992 2008 

Retail—Furniture

 Naples, FL  3,070 2,846  3,070 2,846 5,916 448 1992 2008 

Retail—Office Supply

 Batavia, NY(3)  515 2,061  515 2,061 2,576 818 1998 1999 

Retail—Office Supply

 Kennesaw, GA(3)  1,501 4,349  1,501 4,349 5,850 684 1995 2008  Batavia, NY(3)  515 2,061  515 2,061 2,576 869 1998 1999 

Retail—Office Supply

 Chicago, IL(3)  3,877 2,256  3,877 2,256 6,133 355 1994 2008  Chicago, IL(3) 3,917 3,877 2,256  3,877 2,256 6,133 411 1994 2008 

Retail—Office Supply

 Cary, NC(3)  1,129 3,736  1,129 3,736 4,865 588 1995 2008  Cary, NC(3) 3,305 1,129 3,736  1,129 3,736 4,865 681 1995 2008 

Retail—Office Supply

 Eugene, OR(3)  1,952 2,096  1,952 2,096 4,048 330 1994 2008  Eugene, OR(3) 2,943 1,952 2,096  1,952 2,096 4,048 382 1994 2008 

Retail—Office Supply

 El Paso, TX(3)  1,035 2,700  1,035 2,700 3,735 425 1993 2008  El Paso, TX(3) 2,571 1,035 2,700  1,035 2,700 3,735 492 1993 2008 

  $292,049 $168,737 $406,492 $17,439 $168,737 $423,931 $592,668 $77,643       $334,428 $190,033 $455,991 $16,158 $190,033 $472,149 $662,182 $87,801     

Note 1—Depreciation is provided over the estimated useful lives of the buildings and improvements, which range from 3 to 40 years.

Note 2—Upon purchase of the property in December 2006, a $416,000 rental income reserve was posted by the seller for the Company's benefit, since the property was not producing sufficient rent at the time of acquisition. The Company recorded the receipt of this rental reserve as a reduction to land and building.

Note 3—These eightseven properties are retail office supply stores net leased to the same tenant, pursuant to separate leases. Five of these leases contain cross default provisions. They are located in seven states (Illinois, Louisiana, North Carolina, Texas, Georgia, Oregon, and New York).

Note 4—This portfolio of eight properties was held-for-sale at December 31, 2015.

Note 5—These 11 properties are retail furniture stores covered by one master lease and one loan that is secured by cross—collateralized mortgages. They are located in six states (Georgia, Kansas, Kentucky, South Carolina, Texas and Virginia).

Note 5—This property was held-for-sale at December 31, 2014.


Table of Contents


ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES
Notes to Schedule III
Consolidated Real Estate and Accumulated Depreciation

(a)
Reconciliation of "Real Estate and Accumulated Depreciation"
                              (Amounts in Thousands)


 Year Ended December 31,  Year Ended December 31, 

 2014 2013 2012  2015 2014 2013 

Investment in real estate(b):

              

Balance, beginning of year

 $574,424 $473,341 $430,337  
$

592,668
 
$

574,424
 
$

473,341
 

Addition: Land, buildings and improvements

 57,584 101,145 43,004  83,643 57,584 101,145 

Deduction: Properties sold

 (38,247)   

Deduction: Impairment loss/charge

 (1,093) (62)  

Deduction: Properties sold/conveyed

 (14,129) (38,247)  

Deduction: Impairment loss

  (1,093) (62)

Balance, end of year

 $592,668 $574,424 $473,341  $662,182 $592,668 $574,424 

 (c)      (c)     

Accumulated depreciation(b):

 
 
 
 
 
 
        

Balance, beginning of year

 $73,060 $62,816 $54,214  
$

77,643
 
$

73,060
 
$

62,816
 

Addition: Depreciation

 12,064 10,244 8,602  12,680 12,064 10,244 

Deduction: Accumulated depreciation related to properties sold

 (7,481)   

Deduction: Accumulated depreciation related to properties sold/conveyed

 (2,522) (7,481)  

Balance, end of year

 $77,643 $73,060 $62,816  $87,801 $77,643 $73,060 

(b)
Includes one propertyproperties held-for-sale in each of 2015, 2014 and two properties held-for-sale in 2013.

(c)
The aggregate cost of the properties is approximately $1,808 lower$14,791 higher for federal income tax purposes at December 31, 2014.2015.