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TABLE OF CONTENTS Form 10-K
PART IV

Table of Contents


UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K


ý



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


For the fiscal year ended December 31, 20172019


Or


o

Or



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

Commission File Number 001-09279

ONE LIBERTY PROPERTIES, INC.

(Exact name of registrant as specified in its charter)

MARYLAND

(State or other jurisdiction of

Incorporation or Organization)

13-3147497

(I.R.S. employer

Identification No.)


60 Cutter Mill Road, Great Neck, New York

(Address of principal executive offices)



11021

(Zip Code)

Registrant's

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

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

Title of each class

Trading Symbol

Name of exchange on which registered

Common Stock, par value $1.00 per share

OLP

New York Stock Exchange

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

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

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

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

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

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

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

Large accelerated filer o

Accelerated filer ý

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

Smaller reporting company o


Emerging growth company o

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

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

As of June 30, 201728, 2019 (the last business day of the registrant'sregistrant’s most recently completed second quarter), the aggregate market value of all common equity held by non-affiliates of the registrant, computed by reference to the price at which common equity was last sold on said date, was approximately $338$450 million.

As of March 1, 2018,2020, the registrant had 19,068,33620,081,682 shares of common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the proxy statement for the 20182020 annual meeting of stockholders of One Liberty Properties, Inc., to be filed pursuant to Regulation 14A not later than April 30, 2018,29, 2020, 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

1

1A.

Risk Factors

10

1B.

Unresolved Staff Comments

21

2.

Properties

21

3.

Legal Proceedings

26

4.

Mine Safety Disclosures

26

PART II

5.

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

27

6.

Selected Financial Data

28

7.

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

31

7A.

Quantitative and Qualitative Disclosures About Market Risk

42

8.

Financial Statements and Supplementary Data

43

9.

Changes In and Disagreements With Accountants on Accounting and Financial Disclosure

43

9A.

Controls and Procedures

43

9B.

Other Information

44

PART III

10.

Directors, Executive Officers and Corporate Governance

47

11.

Executive Compensation

47

12.

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

47

13.

Certain Relationships and Related Transactions, and Director Independence

47

14.

Principal Accountant Fees and Services

47

PART IV

15.

Exhibits and Financial Statement Schedules

48

16.

Form 10-K Summary

50

Signatures

51

Item No.  
 Page(s) 

PART I

 

 

    

1.

 

Business

  1 

1A.

 

Risk Factors

  9 

1B.

 

Unresolved Staff Comments

  19 

2.

 

Properties

  19 

3.

 

Legal Proceedings

  25 

4.

 

Mine Safety Disclosures

  25 

PART II

 

 

    

5.

 

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

  26 

6.

 

Selected Financial Data

  28 

7.

 

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

  32 

7A.

 

Quantitative and Qualitative Disclosures About Market Risk

  46 

8.

 

Financial Statements and Supplementary Data

  47 

9.

 

Changes In and Disagreements With Accountants on Accounting and Financial Disclosure

  47 

9A.

 

Controls and Procedures

  47 

9B.

 

Other Information

  48 

PART III

 

 

    

10.

 

Directors, Executive Officers and Corporate Governance

  51 

11.

 

Executive Compensation

  52 

12.

 

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

  52 

13.

 

Certain Relationships and Related Transactions, and Director Independence

  53 

14.

 

Principal Accountant Fees and Services

  53 

PART IV

 

 

    

15.

 

Exhibits and Financial Statement Schedules

  54 

16.

 

Form 10-K Summary

  56 

Signatures

  57 

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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 industrial, retail, (including furniture stores and supermarkets), restaurant, health and fitness and theater properties, many of which are subject to long-term leases. Most of our leases are "net leases"“net leases” under which the tenant, directly or indirectly, is responsible for paying the real estate taxes, insurance and ordinary maintenance and repairs of the property. As of December 31, 2017,2019, we own 113122 properties (excluding a property disposed of in January 2018) and participate in joint ventures that own fivefour properties. These 118126 properties are located in 3031 states and have an aggregate of approximately 10.710.5 million square feet (including an aggregate of approximately 1.2 million373,000 square feet at properties owned by our joint ventures).

As of December 31, 2017:2019:

our 2020 contractual rental income (as described in “–Our Tenants”) is $72.0 million;
the occupancy rate of our properties is 98.1% based on square footage;
the weighted average remaining term of our mortgage debt is 8.1 years and the weighted average interest rate thereon is 4.21%; and
the weighted average remaining term of the leases generating our 2020 contractual rental income is 6.6 years.

        Our 2018 contractual rental income represents, after giving effect to any abatements, concessions or adjustments, the base rent payable to us in 2018 under leases in effect at December 31, 2017. Excluded from 2018 contractual rental income are approximately $483,000 of straight-line rent, amortization of approximately $1.0 million of intangibles, $56,000 of base rent payable through January 31, 2018 with respect to a property we sold in January 2018, and our share of the base rent payable to our joint ventures, which in 2018 is approximately $2.4 million.

20172019 Highlights and Recent Developments

In 2017:2019:

have, through March 5, 2020:

acquired two industrial properties for an aggregate purchase price of $28.3 million – the leases at such properties expire from 2027 to 2034 and will contribute approximately $1.6 million in base rent in 2020.
sold a retail property for $7.1 million, net of closing costs, and paid off the $3.3 million mortgage debt – we anticipate recognizing a gain of approximately $4.3 million from this sale during the three months ending March 31, 2020, without giving effect to a $290,000 mortgage prepayment charge.

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Other Information

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

the information with respect to our consolidated joint ventures is generally described as if such ventures are our wholly owned subsidiaries and information with respect to unconsolidated joint ventures is generally separately described.
(i) all references to joint ventures refer to unconsolidated joint ventures, (ii) all interest rates with respect to debt give effect to the related interest rate derivative, if any, (iii) amounts reflected as debt reflect the gross debt owed, without deducting deferred financing costs and (iv) references to industrial properties include properties (a) a portion of which may be used for office purposes and (b) that are used for distribution, warehouse and flex purposes.
2020 contractual rental income derived from multiple properties leased pursuant to a master lease is allocated among such properties based on management’s estimate of the appropriate allocations.
the term “standard carve-outs,” when used in describing mortgages or mortgage financings, refers to recourse items to an otherwise non-recourse mortgage. While carve-outs vary from lender to lender and transaction to transaction, the carve-outs may include, among other things, voluntary bankruptcy filings, environmental liabilities, the sale, financing or encumbrance of the property in violation of loan documents, damage to property as a result of intentional misconduct or gross negligence, failure to pay valid taxes and other claims which could create liens on the property and the conversion of security deposits, insurance proceeds or condemnation awards.

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 leases that include periodic contractual rental increases or rent increases based on increases in the consumer price index. Periodic contractual rental increases provide reliable increases in future rent payments and rent increases based on the consumer price index provide protection against inflation. Historically, long-term leases have made it easier for us to obtain longer-term, fixed-rate mortgage financing with principal amortization, thereby moderating the interest rate risk associated with financing or refinancing our property portfolio and reducing the outstanding principal balance over time. We may, however, acquire a property that is subject to a short-term lease when we believe the property represents a favorable opportunity for generating additional income from its re-lease or has significant residual value. Although the acquisition of single-tenant properties subject to net leases is the focus of our investment strategy, we also consider investments in, among other things, (i) properties that can be re-positioned or re-developed, (ii) community shopping centers anchored by national or regional tenants and (iii) properties ground leased to operators of multi-family properties. We pay substantially all the operating expenses at community shopping centers, a significant portion of which is reimbursed by tenants pursuant to their leases.


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

Historically, a significant portion of our portfolio generated rental income from retail properties. We are sensitive to the risks facing the retail industry and over the past several years have been addressing our exposure thereto by seeking to acquire industrial properties (including warehouse and distribution facilities) and properties that capitalize on e-commercee- commerce activities, such as e-commerce distribution and warehousing facilities, and by being especially selective in acquiring retail properties. As a result, of this emphasis, retail properties generated 43.3%35.2%, 46.1%41.9%, 43.7% and 49.5%51.8%, of rental income, net, in 2019, 2018, 2017 and 2016, respectively, and 2015,industrial properties generated 48.7%, 40.1%, 35.1% and 31.6%, of rental income, net, in 2019, 2018, 2017 and 2016, respectively.

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

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

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

Investment Evaluation

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

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

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    occupancy of and demand for similar properties in the market area; and

    alternate uses or tenants for the property.

Our Business Objective

Our business objective is to maintain and increase over time, the cash available for distribution to our stockholderslong-term stockholder value by:

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

    obtaining mortgage indebtedness (including refinancings) on favorable terms and maintaining access to capital to finance property acquisitions; and

    monitoring and maintaining our portfolio, including tenant negotiations and lease amendments with tenants that are renewing, expanding or having financial difficulty; and

    managing our portfolio effectively, including opportunistic and strategic property sales.
identifying opportunistic and strategic property acquisitions consistent with our portfolio and our acquisition strategies;
monitoring and maintaining our portfolio, including tenant negotiations and lease amendments with tenants that are renewing, expanding or having financial difficulty;
managing our portfolio effectively, including opportunistic and strategic property sales; and
obtaining mortgage indebtedness (including refinancings) on favorable terms and maintaining access to capital to finance property acquisitions.

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Typical Property Attributes

As of December 31, 2017,2019, the properties in our portfolio have the following attributes:

Net leases. Most of our leases are net leases under which the tenant is typically responsible for real estate taxes, insurance and ordinary maintenance and repairs. We believe that investments in net leased properties offer reasonably predictable returns.
Long-term leases. Many of our leases are long-term leases. The weighted average remaining term of our leases is 6.6 years. Leases representing approximately 43.4%, 29.0% and 27.6% of our 2020 contractual rental income expire between 2020 and 2024, 2025 and 2028, and 2029 and thereafter, respectively.
Scheduled rent increases. Leases representing approximately 74.3% of our 2020 contractual rental income provide for either periodic contractual rent increases or a rent increase based on the consumer price index.

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Our Tenants

The following table sets forth information about the diversification of our tenants by industry sector as of December 31, 2017:2019:

    

    

    

    

Percentage of

Number of

Number of

2020 Contractual

2020 Contractual

Type of Property

Tenants

Properties

Rental Income(1)

Rental Income

Industrial

 

48

 

44

$

36,029,541

 

50.1

Retail—General

 

53

 

32

 

13,756,690

 

19.1

Retail—Furniture(2)

 

3

 

14

 

6,136,053

 

8.5

Restaurant

 

10

 

16

 

3,443,555

 

4.8

Health & Fitness

 

1

 

3

 

3,215,762

 

4.5

Retail—Supermarket

 

2

 

3

 

2,497,400

 

3.5

Theater

 

1

 

2

 

2,338,726

 

3.2

Retail—Office Supply(3)

 

1

 

5

 

2,015,001

 

2.8

Other

 

3

 

3

 

2,537,399

 

3.5

 

122

 

122

$

71,970,127

 

100.0

(1)Our 2020 contractual rental income represents, after giving effect to any abatements, concessions or adjustments, the base rent payable to us in 2020 under leases in effect at December 31, 2019, including $479,000 from our Onalaska, Wisconsin property which was sold in February 2020. Excluded from 2020 contractual rental income is an aggregate of $3.0 million comprised of $530,000 of straight-line rent, $731,000 of amortization of intangibles, and $1.7 million representing our share of the base rent payable in 2020 to our unconsolidated joint ventures.
(2)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.
(3)Includes five properties which are net leased to Office Depot pursuant to five separate leases. Four of the Office Depot leases contain cross-default provisions.
Type of Property
 Number of
Tenants
 Number of
Properties
 2018 Contractual
Rental Income
 Percentage of
2018 Contractual
Rental Income
 

Industrial

  31  28 $25,119,990  37.1 

Retail—General

  57  35  15,963,958  23.6 

Retail—Furniture(1)

  3  14  6,109,003  9.0 

Restaurant

  10  16  3,185,623  4.7 

Health & Fitness

  1  3  3,080,333  4.5 

Retail—Supermarket

  3  3  2,718,682  4.0 

Retail—Office Supply(2)

  1  7  2,406,728  3.6 

Theater

  1  2  2,293,132  3.4 

Other

  5  5  6,856,708  10.1 

  112  113 $67,734,157  100.0 

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

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

Many of our tenants (including franchisees of national chains) operate on a national basis including, among others, Advanced Auto, Applebees, Barnes & Noble, Burlington Coat Factory, CarMax, CVS, Famous Footwear, FedEx, Ferguson Enterprises, LA Fitness, L-3, Marshalls, Men's Wearhouse, Northern Tool, Office Depot, Party City, PetSmart, Regal Cinemas, Ross Stores, Shutterfly, TGI Friday's,Friday’s, The Toro Company, Urban Outfitters, Walgreens, Wendy'sWendy’s and Whole Foods, and some of our tenants operate on a regional basis, including Haverty Furniture and Giant Food Stores.

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Our Leases

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

        Our typical lease providesMany of our leases provide 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 (i.e., percentage rent). Percentage rent from four properties contributed $263,000 to 2017 rental income,less than $150,000 of which $174,000 was contributed by one tenant. Percentage rent contributed $42,000, and $38,000 to rental income in 2016each of 2019 and 2015, respectively.


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

The following table sets forth scheduled expirations of leases at our properties as of December 31, 2017:2019:

    

    

Approximate

    

    

Square

Percentage of

Footage

2020 Contractual

2020 Contractual

Number of

Subject to

Rental Income

Rental Income

Expiring

Expiring

Under Expiring

Represented by

Year of Lease Expiration(1)

    

Leases

    

Leases(2)

    

Leases

    

Expiring Leases

2020

 

5

 

10,382

$

112,208

 

0.2

2021

 

16

 

418,648

 

3,027,574

 

4.2

2022

 

24

 

2,103,373

 

14,251,247

 

19.8

2023

 

21

 

1,190,358

 

8,217,645

 

11.4

2024

 

20

 

948,891

 

5,612,934

 

7.8

2025

 

13

 

437,606

 

5,783,689

 

8.0

2026

 

11

 

551,229

 

5,347,735

 

7.4

2027

 

9

 

915,359

 

5,902,181

 

8.2

2028

 

10

 

592,983

 

3,905,224

 

5.4

2029 and thereafter

 

29

 

2,755,651

 

19,809,690

 

27.6

 

158

 

9,924,480

$

71,970,127

 

100.0

(1)Lease expirations assume tenants do not exercise existing renewal options.
(2)Excludes an aggregate of 187,559 square feet of vacant space.
Year of Lease Expiration(1)
 Number of
Expiring
Leases
 Approximate
Square
Footage
Subject to
Expiring
Leases
 2018 Contractual
Rental Income
Under Expiring
Leases
 Percentage of
2018 Contractual
Rental Income
Represented by
Expiring Leases
 

2018

  12  206,592 $1,333,898  2.0 

2019

  12  321,507  2,952,389  4.4 

2020

  9  110,548  1,621,506  2.4 

2021

  18  578,070  4,194,598  6.2 

2022

  25  2,144,389  14,424,295  21.3 

2023

  13  852,141  5,689,479  8.4 

2024

  6  408,093  2,069,484  3.1 

2025

  10  387,202  5,410,643  8.0 

2026

  11  551,229  5,266,182  7.8 

2027 and thereafter

  33  3,827,219  24,771,683  36.4 

  149  9,386,990 $67,734,157  100.0 

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

Financing, Re-Renting and Disposition of Our Properties

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

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

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

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


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

Our Joint Ventures

As of December 31, 2017,2019, we participatedown a 50% equity interest in fivefour joint ventures that own an aggregate of five properties with approximately 1.2 million373,000 square feet of space. Four of the properties are retail properties and one is an industrial property. We own 50% of the equity interest in all of these joint ventures. At December 31, 2017,2019, our investment in these joint ventures was approximately $10.7$11.1 million and the occupancy rate at thethese properties, owned by these ventures, based on square footage, was 97.6%59.3%. See “Item 2. Properties-Properties Owned by Joint Ventures” for information about, among other things, the occupancy rate at our joint venture properties and the sale of one of such properties in March 2020.

Based on the leases in effect at December 31, 2017,2019, we anticipate that our share of the base rent payable in 20182020 to our joint ventures is approximately $2.4$1.7 million. Leases for two properties areOur multi-tenant community shopping center located in Manahawkin, New Jersey is expected to contribute 86.5%80.2% of the aggregate base rent payable by all of our joint ventures in 2020. Leases with respect to 31.8%, 23.2% and 45.0% of the aggregate base rent payable to all of our joint ventures in 2018. Leases with respect to 55.6%, 11.9% and 32.5% of the aggregate base rent payable to all of our joint ventures in 2018,2020 is payable pursuant to leases expiring from 2018 to 2019, from 2020 to 2021, from 2022 to 2023, and thereafter, respectively.

See"Item 7. Management'sManagement’s Discussion and Analysis of Financial Condition and Results of Operations—Operations - Other Developments"2019 Developments.” for information regarding properties tenanted by Kmart.our Manahawkin, New Jersey joint venture.

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, many of which have significant advantages over us, including a larger, more diverse group of properties and greater financial (including access to debt on more favorable terms) and other resources than we have.

Regulation

Environmental

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

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

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

Americans with Disabilities Act of 1990

Our properties, as commercial facilities, are required to comply with Title III of the Americans with Disabilities Act of 1990 and similar state and local laws and regulations (collectively, the “ADA”). The primary responsibility for complying with the ADA, (i.e., either us or our tenant) generally depends on the applicable lease, but we may incur costs if the tenant is responsible and does not comply. As of December 31, 2019, we have not been notified by any governmental authority, nor are we otherwise aware, of any non-compliance with the ADA that we believe would have a material adverse effect on our business, financial position or results of operations.

Our Structure

Nine employees, including Patrick J. Callan, Jr., our president and chief executive officer, Lawrence G. Ricketts, Jr., our executive vice president and chief operating officer, Richard Figueroa, senior vice president, Justin Clair, asenior vice president - acquisitions, Karen Dunleavy, senior vice president-financial and fivefour other employees, devote all of their business time to us. Our other executive, administrative, legal, accounting and clerical personnel provide their services to us on a part-time basis, which services generally are provided pursuant to the compensation and services agreement described below.

We entered into apay Majestic Property Management Corp., pursuant to the compensation and services agreement, with Majestic Property Management Corp. effective as of January 1, 2007.2007, as amended, for providing us with the services of executive, administrative, legal, accounting, clerical and property management personnel, as well as property acquisition, sale and lease consulting and brokerage services, consulting services with respect to mortgage financings and construction supervisory services (collectively, the “Services”). Majestic Property is wholly-ownedwholly owned by our vice chairman of the board and it provides compensation to certain of our executive officers. Pursuant to this agreement, we pay fees to Majestic Property and Majestic Property provides us with the services of all affiliated executive, administrative, legal, accounting and clerical personnel that we use on a part time basis, as well as property management services, property acquisition, sales and leasing and mortgage brokerage services. The feesamount we pay Majestic Property are negotiatedfor the Services is approved each year by usthe compensation and/or audit committees of our board of directors, and Majestic Property in consultation with our audit and compensation committees, and are approved by these committees and ourthe independent directors.


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In 2017,2019, pursuant to the compensation and services agreement, we paid Majestic Property a fee of approximately $2.7$2.8 million plus $216,000 for our share of all direct office expenses, including rent, telephone, postage, computer services, supplies and internet usage. Included in the $2.7$2.8 million fee is $1,154,000$1.3 million for property management services—the feeamount for the property management services is based on 1.5% and 2.0% of the rental payments (including tenant reimbursements) actually received by us from net lease tenants and operating lease tenants, respectively. Property management fees areWe do not paid topay Majestic Property with respect to properties managed by third parties. Based on our portfolio of properties at December 31, 2017,2019, we estimate that the property management fee in 20182020 will be approximately $1,190,000.$1.3 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, (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"“Information About Executive Officers” in Part I of this Annual Report. See Note 1210 to our consolidated financial statements for information regarding equity awards to individuals performing services on our behalf pursuant to the compensation and services agreement.

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Information About Our Executive Officers

        Our Internet addressSet forth below is www.onelibertyproperties.com. On the Investor Information pagea list of our web site, we postexecutive officers whose terms expire at our 2020 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, 2020.

NAME

AGE

POSITION WITH THE COMPANY

Matthew J. Gould*

60

Chairman of the Board

Fredric H. Gould*

84

Vice Chairman of the Board

Patrick J. Callan, Jr.

57

President, Chief Executive Officer and Director

Lawrence G. Ricketts, Jr.

43

Executive Vice President and Chief Operating Officer

Jeffrey A. Gould*

54

Senior Vice President and Director

David W. Kalish**

72

Senior Vice President and Chief Financial Officer

Mark H. Lundy

57

Senior Vice President

Israel Rosenzweig

72

Senior Vice President

Karen Dunleavy

61

Senior Vice President, Financial

Alysa Block

59

Treasurer

Richard M. Figueroa

52

Senior Vice President and Assistant Secretary

Isaac Kalish**

44

Vice President and Assistant Treasurer

Justin Clair

37

Senior Vice President — Acquisitions

*

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

**

Isaac Kalish is David W. Kalish’s son.

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

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

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

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

Karen Dunleavy. Ms. Dunleavy has served our Senior Vice President, Financial since 2019, as our Vice President, Financial from 1994 through 2019, and as Treasurer of the managing general partner of Gould Investors from 1986 through 2013. Ms. Dunleavy is a certified public accountant.

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

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

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

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Justin Clair. Mr. Clair has been employed by us since 2006, served as Assistant Vice President from 2010 through 2014, as Vice President from 2014 through 2019, and as Senior Vice President - Acquisitions, since 2019.

Additional Information

Additional information about us can be found at our website located at www.1liberty.com. We make available, free of charge, on or furnished to the Securities and Exchange Commission (the "SEC"):through our website, annual reportreports 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. Allamended, as soon as reasonably practicable after we electronically file such filings on our Investor Information Web page, which also includes Forms 3, 4material with, or furnish it to, the SEC. The SEC maintains an internet site (http://www.sec.gov) that contains reports, proxy 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 chartersinformation statements, 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 filingsinformation regarding issuers that file electronically with the SEC. A copy of this Annual Report on Form 10-K and those items disclosed on our Investor Information Web page and our Corporate Governance Web page are available without charge upon written request to: One Liberty Properties, Inc., 60 Cutter Mill Road, Suite 303, Great Neck, New York 11021, Attention: Secretary.

Forward-Looking Statements

This Annual Report on Form 10-K, together with other statements and information publicly 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 include this statement for purposes of complying with these safe harbor provisions. Forward-looking statements, which are based on certain assumptions and describe our future plans, strategies and expectations, are generally identifiable by use of the words "may," "will," "could," "believe," "expect,"


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"intend," "anticipate," "estimate," "project,"“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:

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

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

    the availability of and costs associated with sources of liquidity;

    accessibility of debt and equity capital markets;

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

    compliance with credit facility covenants;

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

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

    the level and volatility of interest rates;

    competition in our industry; and

    the other risks described underItem 1A. Risk Factors.
the financial condition of our tenants and their performance of lease obligations;
general economic and business conditions, including those currently affecting our nation’s economy and real estate markets;
the availability of and costs associated with sources of liquidity;
general and local real estate conditions, including any changes in the value of our real estate;
compliance with credit facility covenants;
increased competition for leasing of vacant space due to current economic conditions;
changes in governmental laws and regulations relating to real estate and related investments;
the level and volatility of interest rates;
competition in our industry; and
the other risks described under Item 1A. Risk Factors.

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

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

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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 from the realization of any of the risks discussed, including our financial condition and results of operations, may, and likely will, adversely affect many aspects of our business. In addition to the other information contained or incorporated by reference in this Form 10-K, readers should carefully consider the following risk factors:

Risks Related to Our Business

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

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


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

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

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

Substantially all of our rental income is derived from rent paid by our tenants. From 20182020 through 2020,2022, leases with respect to 3345 tenants that account for 8.8%24.2% of our 20182020 contractual rental income, expire, and from 2023 through 2024, leases with respect to 41 tenants that account for 19.2% of our 2020 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 and, in certain cases, co-tenancyco-tenancy provisions may be triggered possibly allowing other tenants at the same property to reduce their rental payments or terminate their leases. At the same time, we would remain responsible for the payment of the mortgage obligations with respect to the related properties and would become responsible for the operating expenses related to these properties, including, among other things, 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 renegotiatere-negotiate 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 tenant'stenant’s space, may be less favorable than current lease terms and could reduce the amount of cash available to meet expenses and pay dividends. If tenants facing financial difficulties default on their obligation to pay rent or do not renew their leases at lease expiration, our results of operations and financial condition may be adversely affected. See "Item 7. Management's Discussion and Analysis of Financial Condition or Results of Operations—Other Developments".

Approximately 22.9%Traditional retail tenants account for 33.9% of our 20182020 contractual rental income and the competition that such tenants face from e-commerce retail sales could adversely affect our business.

Approximately 33.9% of our 2020 contractual rental income is derived from retail tenants, including 8.5% from tenants engaged in selling furniture (i.e., Haverty Furniture accounts for 6.7% of 2020 contractual rental income) and 2.8% from tenants engaged in selling office supplies (i.e., Office Depot accounts for 2.8% of 2020 contractual rental income). Our retail tenants face increasing competition from e-commerce retailers. E-commerce retailers may be able to provide customers with better pricing and the ease and comfort of shopping from their home or office. E-commerce sales have been obtaining an increasing percentage of retail sales over the past few years and this trend is continuing. The continued growth of e-commerce 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 affect our results of operations and financial condition.

Approximately 22.2% of our 2020 contractual rental income is derived from five tenants. The default, financial distress or failure of any of these tenants, or such tenant’s determination not to renew or extend their lease, could significantly reduce our revenues.

Haverty Furniture, LA Fitness, Northern Tool, Office DepotL-3 Harris Technologies and Ferguson Enterprises account for approximately 7.1%6.7%, 4.5%, 4.2%4.0%, 3.6%3.7% and 3.5%3.3%, respectively, of our 20182020 contractual rental income. The default, financial distress or bankruptcy of any of these tenants or such tenant’s determination not to renew or extend their lease, could significantly reduce our revenues, 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 or non-renewing tenant, which would significantly reduce our rental revenues and net income until the re-rental of the property or properties, and could decrease the ultimate sale value of the property.

Competition that traditional retail tenants face from e-commerce retail sales could adversely affect our business.10

        Our retail tenants face increasing competition from e-commerce retailers. These retailers may be able to provide customers with better pricing and the ease and comfort of shopping from their home or office. E-commerce 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 e-commerce 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 affect our results of operations and financial condition.


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

We had, as of December 31, 2017, $392.52019, $440.3 million in mortgage debt outstanding all(all of which is non-recourse (subjectsubject to standard carve-outs)carve-outs) and our ratio of mortgage debt to total assets was 53.3%. Our joint ventures had $35.0 million in total mortgage indebtedness (all of which is non-recourse, subject to standard carve-outs)56.8%. The risks associated with our mortgage debt, and the mortgage debt of our joint ventures includeincludes the risk that cash flow from properties securing the indebtedness and our available cash and cash equivalents will be insufficient to meet required payments of principal and interest.

Generally, only a portion of the principal of our mortgage indebtedness will be repaid prior to or at maturity and we do not plan to retain sufficient cash to repay such indebtedness at maturity. Accordingly, to meet these obligations if they cannot be refinanced at maturity, we will have to use funds available under our credit facility, if any, and our available cash and cash equivalents to pay our mortgage debt or seek to raise funds through the financing of unencumbered properties, sale of properties or the issuance of additional equity. From 20182020 through 2022,2024, approximately $111.4$175.6 million of our mortgage debt matures—specifically, $20.4 million in 2018, $14.6 million in 2019, $11.9$13.5 million in 2020, $20.7$23.0 million in 2021, and $43.8$46.1 million in 2022. With respect to our joint ventures, approximately $14.2 million of mortgage debt matures from 2018 through 2022—specifically, $4.32022, $30.2 million in 2018, $877,000 in 2019, $911,000 in 2020, $948,000 in 2021,2023 and $7.2$62.8 million in 2022.2024. 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.

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

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

At December 31, 2019, the aggregate of our unbilled rent receivable and intangible lease assets is $41.1 million; three tenants account for 21% of such sum. We are required to assess the collectability of our unbilled rent receivables and the remaining useful lives of our intangible lease assets. Such assessments take into consideration, among other things, a tenant’s payment history, financial condition, and the likelihood of collectability of future rent.  If we determine, based on our assessment, that the collectability of a tenant’s unbilled rent receivable is unlikely or that the useful life of a tenant’s intangible lease asset has changed, write-offs would be required.  Such write-offs would result in a reduction of our net income, total assets and stockholders’ equity and in certain circumstances may result in the breach of our financial covenants under the credit facility.

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 will be required to recognize an impairment charge for the difference between the fair value and the book value during the quarter in which we make such determination; such impairment charges may then increase in subsequent quarters. This evaluation may lead us to write off any straight-line rent receivable and lease intangible balances recorded with respect to such property. In addition, we may incur losses from time to time if we dispose of properties for sales prices that are less than our book value.


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

        ManySome of the properties we own are located in the same or a limited number of geographic regions. Approximately 40.7%39.2% of our 20182020 contractual rental income will beis derived from properties located in five states—Texas (11.9%New York (8.7%), South Carolina (8.3%(8.4%), New York (7.9%Texas (8.4%), Pennsylvania (6.4%(7.6%) and North Carolina (6.2%). At December 31, 2017, approximately 43.1% of the net book value of our real estate investments was located in five states—Texas (11.3%), South Carolina (9.6%), Pennsylvania (9.3%), Tennessee (7.2%) and Maryland (5.7%(6.1%). As a result, a decline in the economic conditions in these states or in regions where our properties may be concentrated in the future, may have an adverse effect on the rental and occupancy rates for, and the property values of, these properties, which could lead to a reduction of our rental income and/or impairment charges.

Our portfolio of properties is concentrated in the industrial and retail real estate sectors, and our business would be adversely affected by an economic downturn in either of such sectors.

Approximately 50.1% and 33.9% of our 2020 contractual rental income is derived from industrial and retail tenants, respectively, and we are vulnerable to economic declines that negatively impact these sectors of the economy, which could have an adverse effect on our results of operations, liquidity and financial condition.

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

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

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

While interest rates have been at historically low levels the past several years, they have recently been increasing and become increasingly volatile. AtDuring the three years ended December 29, 2017 and February 28, 2018,31, 2019, the interest rate on the 10-year treasury note was 2.40% and 2.87%, respectively.ranged from 1.46% to 3.24%. If we are required to refinance mortgage debt that matures over the next several years at higher interest rates than such mortgage debt currently bears, the funds available for dividends may be reduced. The following table sets forth, as of December 31, 2017,2019, the principal balance of the mortgage payments due at maturity on our properties and the weighted average interest rate thereon (dollars in thousands):

    

Principal

    

Balances

Weighted Average

Due at

Interest Rate

Year
 Principal
Balances
Due at Maturity
 Weighted
Average Interest
Rate Percentage
 

Maturity

Percentage

2018

 $10,260 4.26 

2019

 3,485 3.88 

2020

   

$

 

2021

 8,463 4.13 

 

8,463

 

4.13

2022

 31,539 3.92 

 

31,539

 

3.92

2023 and thereafter

 214,048 4.20 

2023

 

16,673

 

4.39

2024

 

50,504

 

4.42

2025 and thereafter

 

198,012

 

4.11

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


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

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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%70.0% of the total value (as defined in the credit facility) of our properties. (At December 31, 2019, such total indebtedness was 50.3% of the total value 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 pay dividends.

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 covenants that require us to maintain certain financial ratios and comply with other requirements. If our tenants default under their leases with us or fail to renew expiring leases, generally accepted accounting 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'stockholders’ equity and adversely affect our ability to pay dividends.

The re-development of a multi-tenant community shopping center located in Manahawkin, New Jersey owned by an unconsolidated joint venture may be unsuccessful or fail to meet our expectations.

An unconsolidated joint venture in which we are a 50% partner is re-developing a multi-tenant community shopping center located in Manahawkin, New Jersey, and which we refer to as the Manahawkin Property. We anticipate that this project will be completed in stages through 2022 and that our share of the capital expenditures required in connection therewith may range from $12 million to $15 million. During the re-development period, the venture has experienced, and may continue to experience, a significant reduction in cash flow as tenants are relocated or the venture chooses not to renew leases. This re-development project may be unsuccessful or fail to meet our expectations due to a variety of risks and uncertainties including:

the joint venture’s inability to obtain all necessary zoning and other required governmental permits and authorizations on a timely basis,
occupancy rates and rents at the re-developed property may not meet the expected levels and could be insufficient to make the property profitable,
the inability to complete the project on schedule, or at all, as a result of factors, many of which are beyond the joint venture’s control, including weather, labor conditions and material shortages,
development and construction costs of the project may exceed the joint venture’s estimates,
we or our joint venture partner may not have sufficient resources to fund the project, and
fluctuations in local and regional economic conditions due to the time lag between commencement and completion of the project.

See “Item 2. Properties” and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Other 2019 Developments” for further information about the Manahawkin Property.

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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 pay dividends 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.

Most 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 be insufficient (i) to pay the full replacement cost of the improvements at the property following a casualty event or (ii) if coverage is provided pursuant to a blanket policy and the tenant'stenant’s other properties are subject to insurance claims. In addition, the rent loss coverage under the policy may not extend for the full period


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of time that a tenant may be entitled to a rent abatement as a result of, or that may be required to complete restoration following, a casualty eventevent. 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 code, fire safety and other laws and regulations, the type of insurance coverage available in the market, and changes in the type, capacity and sophistication of building systems. Approximately 40.2% and 37.1% of our 2018 contractual rental income is from retail and industrial tenants, respectively, and we are vulnerable to economic declines that negatively impact these sectors of the economy, which could have an adverse 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 ofto terminate leases due to co-tenancy provisions (i.e., a tenant’s right to reduce their rent or terminate their lease if certain key tenants vacate a property), events of casualty or condemnation affecting the leased space or the property or due to interruption of the tenant'stenant’s quiet enjoyment of the leased premises, and obligations of a landlord to restore the leased premises or the property following events of casualty or condemnation.condemnation, adverse changes in economic conditions and local conditions (e.g., changing demographics, retailing trends and traffic patterns), declines in rental rates, changes in the supply and price of quality properties and the market supply and demand of competing properties, the impact of environmental laws, security concerns, prepayment penalties applicable under mortgage financings, changes in tax, zoning, building code, fire safety and other laws and regulations, the type of insurance coverage available, and changes in the type, capacity and sophistication of building systems. The occurrence of any of these events could adversely impact our results of operations, liquidity and financial condition.

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

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


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

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

The level of our common stock dividend is established by our board of directors from time to time based on a variety of factors, including our cash available for distribution, funds from operations, adjusted funds from operations and maintenance of our REIT status. Various factors could cause our board of directors to decrease or not increase 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.properties, or insufficient income to cover our dividends. In 2019, our dividends exceed our “earnings and profits” as determined pursuant to the Code (approximately 27% of our dividends exceeded our earnings and profits and therefor constituted a return of capital); accordingly, we were not required to pay dividends that exceeded such earnings and profits to maintain our REIT status. We anticipate that at least a portion of the dividends we will pay in 2020 will constitute a return of capital and we would not be required to pay dividends that qualify as return of capital to maintain our REIT status. If our board of directors determines to reduce or not increase our common stock dividend for the foregoing or any other reason, the market value of our common stock could be adversely affected.

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

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


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joint venture partners and their respective affiliates, five properties that account for 5.1%3.7% of 20182020 contractual rental income, (and we own one property, of which our share of the annual base rent in 2018 is $1.4 million, with one of these joint venture partners through an unconsolidated joint venture), and (ii) unconsolidated joint ventures, we own, with onetwo joint venture partnerpartners and itstheir affiliates, three properties which account for our $326,000$1.7 million share of 20182020 base rent payable. We may be adversely affected if we are unable to maintain a satisfactory working relationship with these joint venture partners or if any of these partners becomes financially distressed.

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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 board of directors, Fredric H. Gould, vice chairman of our board of directors, Patrick J. Callan, Jr., our president and chief executive officer, Lawrence G. Ricketts, Jr., our executive vice president and chief operating officer, and David W. Kalish, our senior vice president and chief financial officer, and other members of senior management to carry out our business and investment strategies. Only two of these executive officers, Messrs. Callan and Ricketts, devote all of their business time to us. Other members of senior management provide services to us either on a full-time or 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. We are a party to a compensation and services agreement with Majestic Property effective as of January 1, 2007, as amended. Majestic Property is wholly-owned by the vice chairman of our board of directors and it provides compensation to certain of our part-time senior executive officers and other individuals performing services on our behalf. Pursuant to the compensation and services agreement, we pay an annual fee to Majestic Property which provides us with the services of all affiliated executive, administrative, legal, accounting and clerical personnel that we use on a part time basis, as well as property management services, property acquisition, sales and leasing and mortgage brokerage services. In 2019 we paid, and in 2020 we anticipate paying, Majestic Property, (i) a fee of $2.8 million and $3.0 million, respectively, and (ii) $216,000 and $275,000, respectively, for our share of all direct office expenses, including rent, telephone, postage, computer services, supplies, and internet usage. We also obtain our property insurance in conjunction with Gould Investors L.P., our affiliate, and in 2019, reimbursed Gould Investors $1.0 million for our share of the insurance premiums paid by Gould Investors. Gould Investors beneficially owns approximately 9.0% of our outstanding common stock and certain of our senior executive officers are also executive officers of the managing general partner of Gould Investors. See Note 10 of our consolidated financial statements for information regarding equity awards to individuals performing services on our behalf pursuant to the compensation and services agreement.

The phasing out of LIBOR may adversely affect our cash flow and financial results.

At December 31, 2019, our variable rate debt that bears interest at the one month LIBOR rate plus a negotiated spread is in principal amount of $107.7 million (i.e., $96.2 million of mortgage debt and $11.5 million of credit facility debt). We hedged our exposure to the fluctuating interest payments on this mortgage debt by entering into interest rate swaps with the counterparties (or their affiliates) to such debt – these swaps effectively fix our interest payments under the related debt. At December 31, 2019, we have 24 swaps with six separate counterparties and an aggregate notional amount of $96.2 million. The fluctuating interest payments on the credit facility debt are not hedged. The authority regulating LIBOR announced it intends to stop compelling banks to submit rates for the calculation of LIBOR after 2021 and it is possible that LIBOR will become unavailable at an earlier date. Substantially all of this mortgage debt matures, and our credit facility debt expires, after 2021. Accordingly, there is uncertainty as to how the interest rate on this mortgage debt, the related swaps and the credit facility debt will be determined when LIBOR is unavailable. Though these agreements, and instruments provide for alternative methods of calculating the interest rate if LIBOR is unavailable, such alternative rates may be unavailable (or the alternative rate provided for in the variable rate mortgage debt may be inconsistent with the alternative rate provided for by the related swap), in which case we may have to negotiate an alternative rate with the counterparties to such debt, the related swaps and the credit facility debt - we can provide no assurance that we and our counterparties will be able to agree to alternative rates. Even if alternative rates are available, the swaps may not effectively hedge our interest payment obligation on this variable rate mortgage debt and may result in fluctuating interest payments with respect to such debt. Our cash flow and financial results may be adversely affected if we are unable to arrange a mutually satisfactory alternative rate to LIBOR for our variable rate mortgage debt and the credit facility debt. Further, the absence of LIBOR or a generally acceptable alternative thereto may make it difficult to hedge our interest rate exposure on variable rate mortgage debt that we incur in the future which in turn may make it more difficult to acquire properties.

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

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

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

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

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

Compliance with the Americans with Disabilities Act could be costly.

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

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

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

        We depend on the services of Matthew J. Gould, chairman of our board of directors, Fredric H. Gould, vice chairman of our board of directors, Patrick J. Callan, Jr., our president and chief executive officer, Lawrence G. Ricketts, Jr., our executive vice president and chief operating officer, David W. Kalish, our senior vice president and chief financial officer and Karen Dunleavy, our vice president—financial, and other members of our senior management to carry out our business and investment strategies. Only three of our senior officers, Messrs. Callan and Ricketts, and Ms. Dunleavy, devote all of their business time to us. The remainder of our senior management provides services to us on a part-time, as-needed basis. The loss of the services of any of our senior management or other key


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personnel, the inability or failure of the members of senior management providing services to us on a part-time basis to devote sufficient time or attention to our activities or our 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 board of directors and it provides compensation to certain of our part-time senior executive officers and other individuals performing services on our behalf. Pursuant to the compensation and services agreement, we pay an annual fee to Majestic Property which provides us with the services of all affiliated executive, administrative, legal, accounting and clerical personnel that we use on a part time basis, as well as property management services, property acquisition, sales and leasing and mortgage brokerage services. In 2017, pursuant to the compensation and services agreement, we paid Majestic Property a fee of $2.7 million and an additional $216,000 for our share of all direct office expenses, including rent, telephone, postage, computer services, supplies, and internet usage. We also obtain our property insurance in conjunction with Gould Investors L.P., our affiliate, and in 2017, reimbursed Gould Investors $790,000 for our share of the insurance premiums paid by Gould Investors. Gould Investors beneficially owns approximately 9.5% of our outstanding common stock and certain of our senior executive officers are also executive officers of the managing general partner of Gould Investors. See Note 12 of our consolidated financial statements for information regarding equity awards to individuals performing services on our 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 only insures accounts in amounts up to $250,000 per depositor per insured bank. We currently have cash and cash equivalents deposited in certain financial institutions significantly in excess of federally insured levels. If any of the banking institutions in which we have deposited funds ultimately fails, we may lose our deposits over $250,000. The loss of our deposits may have an adverse effect on our financial condition.

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.


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

We are dependent on third party software, and in particular Yardi'sYardi’s property management software, for generating tenant invoices and financial reports. If the software fails (including a failure resulting from such parties unwillingness or inability to maintain or upgrade the functionality of the software), our ability to bill tenants and prepare financial reports could be impaired which would adversely affect our business.

Risks Related to the REIT Industry

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

Certain provisions of our charter (the "Charter"), our Bylaws, as amended and Maryland law may impede, or prevent, a third party from acquiring control of us without the approval of our board of directors. These provisions:

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

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Certain provisions of the Maryland General Corporation Law (the “MGCL”) may impede a third party from making a proposal to acquire us or inhibit a change of control under circumstances that otherwise could be in the best interest of holders of shares of our common stock, including:

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

Ownership of less than 9.9% of our outstanding stock could violate the restrictions on ownership and transfer in our Charter, which would result in the shares owned or acquired in violation of such restrictions being designated as “excess shares” and transferred to a trust for the benefit of a charitable beneficiary and loss of the right to receive dividends and other distributions on, and the economic benefit of any appreciation of, such shares, and you may not have sufficient information to determine at any particular time whether an acquisition of our shares will result in a loss of the economic benefit of such shares.

In order for us to qualify as a real estate investment trust under the Code, no more than 50% of the value of the outstanding shares of our stock may be owned, directly or indirectly or through application of certain attribution rules, by five or fewer “individuals” (as defined in the Code) at any time during the last half of a taxable year. To facilitate our qualification as a REIT under the Code, among other purposes, the Charter generally prohibits any person other than Fredric H. Gould, currently vice chairman of our board of directors, from actually or constructively owning more than 9.9% of the outstanding shares of all classes and series of our stock, which we refer to as the “ownership limit.” In addition, the Charter prohibits any person from beneficially or constructively owning shares of our stock that would result in more than 50% of the value of the outstanding shares of our stock to be beneficially owned by five or fewer individuals, regardless of whether such ownership is during the last half of any taxable year, which we refer to as the “Five or Fewer Limit.” Shares transferred in violation of either of these restrictions will be designated automatically as “excess shares” and transferred to a trust for the benefit of a charitable beneficiary selected by us. The person that attempted to acquire the shares of our stock in violation of the restrictions in the Charter will not be entitled to any dividends or distributions paid after the date of the transfer to the trust and, upon a sale of such shares by the trust, will generally be entitled to receive only the lesser of the market value on the date of the event that resulted in the transfer to the trust or the net proceeds of the sale by the trust to a person who could own the shares without violating the ownership limits.

Pursuant to the attribution rules under the Code, Fredric H. Gould, is our only stockholder that beneficially owned in excess of 9.9% of our capital stock on June 14, 2005, when the ownership limit became effective, and is the only person permitted to own and acquire shares of our capital stock, directly or indirectly, in excess of the ownership limit. Based on information supplied to us, as of March 5, 2020, Mr. Gould beneficially owns approximately 13.861% of the outstanding shares of our stock. As a result of Mr. Gould’s beneficial ownership of our stock, compliance with the 9.9% ownership limit will not ensure that your ownership of shares of our stock will not violate the Five or Fewer Limit or prevent shares of stock that you intended to acquire from being designated as “excess shares” and transferred to a charitable trust.

Currently, if three other individuals unrelated to Mr. Gould were to beneficially own exactly 9.9% of our outstanding stock, no other individual may beneficially own 6.439% or more of our outstanding stock without violating the Five or Fewer Limit and causing the newly-acquired shares to be designated as “excess shares” and transferred to the charitable trust. However, there is no limitation on Mr. Gould acquiring additional shares of our stock or otherwise increasing his percentage of ownership of our stock, meaning that the amount of our stock that other persons or entities may acquire without potentially violating the Five or Fewer Limit could be reduced in the future and without notice.

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Fredric H. Gould will be required by the Exchange Act and regulations promulgated thereunder to report, with certain exceptions, his acquisition of additional shares of our stock within two days of such acquisitions, and all holders of our stock will be required to file reports of their acquisition of beneficial ownership (as defined in the Exchange Act) of more than 5% of our outstanding stock. However, beneficial ownership for purposes of the reporting requirements under the Exchange Act is calculated differently than beneficial ownership for purposes of determining compliance with the Five or Fewer Limit. As a result, you may not have enough information currently available to you at any time to determine the percentage of ownership of our stock that you can acquire without violating the Five or Fewer Limit and losing the economic benefit of the ownership of such newly-acquired shares.

Legislative or regulatory tax changes could have an adverse effect on us.

There are a number of issues associated with an investment in a REIT that are related to the Federal income tax laws, including, but not limited to, the consequences of our failing to continue to qualify as a REIT. At any time, the Federal income tax laws governing REITs or the administrative changesinterpretations of those laws may be amended or modified. Any new laws or interpretations may take effect retroactively and could adversely affect us or our stockholders.

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

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

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

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

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

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

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


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

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

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

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

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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.

Item 2. Properties.

As of December 31, 2017,2019, we own 113122 properties with an aggregate net book value of $660.0$700.5 million. Our occupancy rate, based on square footage, was 99.6%98.1% and 97.3%99.2% as of December 31, 20172019 and 2016,2018, respectively.

        We also participateAt December 31, 2019, we participated in joint ventures that own fiveowned four properties and at December 31, 2017,such date, our investment in these unconsolidated joint ventures is $10.7$11.1 million. The occupancy rate of our joint venture properties, based on square footage, was 97.6%59.3%, 59.3% and 97.9%97.6% as of December 31, 2019, 2018 and 2017, respectively. On March 2, 2020, a joint venture sold a property in Savannah, Georgia (the “Savannah Sale”). For further information about the Manahawkin Property, including information about the related mortgage debt and 2016, respectively.re-development activities, and the Savannah Sale, see “—Properties Owned by Joint Ventures”, “—Mortgage Debt” and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations”.


21

Table of Contents

Our Properties

The following table details, as of December 31, 2017,2019, certain information about our properties:properties (except as otherwise indicated, each property is tenanted by a single tenant):

���

    

    

Percentage

    

    

2020

of 2020

Approximate

Contractual

Contractual

Square Footage

Rental Income

Location

Type of Property

Rental Income

of Building

    

per Square Foot

Fort Mill, SC

 

Industrial

 

4.0

 

701,595

$

4.14

Hauppauge, NY

 

Industrial

 

3.7

 

201,614

 

13.24

Baltimore, MD

 

Industrial

 

3.3

 

367,000

 

6.39

Royersford, PA(1)

 

Retail

 

3.0

 

194,600

 

11.50

Lebanon, TN

 

Industrial

 

2.9

 

540,200

 

3.83

El Paso, TX

 

Industrial

 

2.6

 

419,821

 

4.47

Greensboro, NC

 

Theater

 

2.2

 

61,213

 

26.43

West Hartford, CT

 

Retail—Supermarket

 

2.2

 

47,174

 

33.80

Secaucus, NJ

 

Health & Fitness

 

2.1

 

44,863

 

32.93

Delport, MO(2)

 

Industrial

 

2.0

 

339,094

 

4.31

Littleton, CO(3)

 

Retail

 

1.9

 

101,617

 

16.42

El Paso, TX(4)

 

Retail

 

1.9

 

110,179

 

12.55

McCalla, AL

 

Industrial

 

1.8

 

294,000

 

4.35

Brooklyn, NY

 

Office

 

1.8

 

66,000

 

19.24

St. Louis Park, MN(2)

 

Retail

 

1.7

 

131,710

 

9.46

Fort Mill, SC

 

Industrial

 

1.6

 

303,188

 

3.84

Knoxville, TN

 

Retail

 

1.6

 

35,330

 

32.84

Joppa, MD

 

Industrial

 

1.5

 

258,710

 

4.25

Ankeny, IA(2)

 

Industrial

 

1.5

 

208,234

 

5.12

Moorestown, NJ(2)

 

Industrial

 

1.4

 

219,881

 

4.73

Pittston, PA

 

Industrial

 

1.4

 

249,600

 

3.92

Beachwood, OH(5)

 

Land

 

1.4

 

349,999

 

2.78

Englewood, CO

 

Industrial

 

1.3

 

63,882

 

14.92

Tucker, GA

 

Health & Fitness

 

1.3

 

58,800

 

16.16

Pennsburg, PA(2)

 

Industrial

 

1.3

 

291,203

 

3.11

Saco, ME

 

Industrial

 

1.1

 

131,400

 

6.12

Hamilton, OH

 

Health & Fitness

 

1.1

 

38,000

 

20.75

Cedar Park, TX

 

Retail—Furniture

 

1.0

 

50,810

 

14.71

Greenville, SC(6)

 

Industrial

 

1.0

 

142,200

 

5.20

Bakersfield, CA

 

Industrial

 

1.0

 

218,116

 

3.36

Indianapolis, IN

 

Theater

 

1.0

 

57,688

 

12.49

Green Park, MO

 

Industrial

 

1.0

 

119,680

 

6.02

Columbus, OH

 

Retail—Furniture

 

1.0

 

96,924

 

7.40

Indianapolis, IN

 

Industrial

 

1.0

 

125,622

 

5.45

Lake Charles, LA(7)

 

Retail—Office Supply

 

0.9

 

54,229

 

12.52

Ronkonkoma, NY(2)

 

Industrial

 

0.9

 

90,599

 

7.49

Columbus, OH

 

Industrial

 

0.9

 

105,191

 

6.20

Huntersville, NC

 

Industrial

 

0.9

 

78,319

 

7.87

Ft. Myers, FL

 

Retail

 

0.8

 

29,993

 

20.17

Memphis, TN

 

Industrial

 

0.8

 

224,749

 

2.66

Chandler, AZ

 

Industrial

 

0.8

 

62,121

 

9.46

Kennesaw, GA

 

Retail

 

0.8

 

32,138

 

17.90

Champaign, IL(2)

 

Retail

 

0.8

 

50,530

 

11.27

Chicago, IL

 

Retail—Office Supply

 

0.8

 

23,939

 

23.45

Wichita, KS

 

Retail—Furniture

 

0.8

 

88,108

 

6.35

Moorestown, NJ

 

Industrial

 

0.8

 

64,000

 

8.55

Nashville, TN(2)

 

Industrial

 

0.8

 

99,500

 

5.45

Melville, NY

 

Industrial

 

0.7

 

51,351

 

10.47

New Hope, MN

 

Industrial

 

0.7

 

122,461

 

4.33

Shakopee, MN

 

Industrial

 

0.7

 

114,000

 

4.45

Tyler, TX

 

Retail—Furniture

 

0.7

 

72,000

 

6.75

Onalaska, WI(8)

 

Retail

 

0.7

 

63,919

 

7.50

Greenville, SC

 

Industrial

 

0.7

 

88,800

 

5.34

Cary, NC

 

Retail—Office Supply

 

0.7

 

33,490

 

14.07

Fayetteville, GA

 

Retail—Furniture

 

0.6

 

65,951

 

6.97

Louisville, KY

 

Industrial

 

0.6

 

125,370

 

3.60

22

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

Fort Mill, SC

 Industrial  4.2  701,595 $4.02 

Baltimore, MD

 Industrial  3.5  367,000  6.39 

Royersford, PA(1)

 Retail  3.2  194,600  11.48 

Round Rock, TX

 Assisted Living Facility  3.0  87,560  23.27 

Lebanon, TN

 Industrial  3.0  540,200  3.73 

Hauppauge, NY

 Industrial  2.6  149,870  11.87 

El Paso, TX

 Industrial  2.6  419,821  4.21 

Beachwood, OH(2)

 Apartments  2.4  349,999  4.68 

Greensboro, NC

 Theater  2.3  61,213  25.92 

W. Hartford, CT

 Retail—Supermarket  2.3  47,174  32.97 

Littleton, CO(3)

 Retail  2.1  101,596  14.45 

St. Louis, MO(4)

 Industrial  2.1  339,094  4.17 

Secaucus, NJ

 Health & Fitness  2.0  44,863  30.40 

El Paso, TX(5)

 Retail  1.9  110,179  12.22 

McCalla, AL

 Industrial  1.8  294,000  4.18 

Lincoln, NE

 Retail  1.8  112,260  10.75 

Brooklyn, NY

 Office  1.8  66,000  18.15 

Wheaton, IL(2)

 Apartments  1.7  300,104  3.88 

Knoxville, TN

 Retail  1.7  35,330  32.84 

St. Louis Park, MN(4)

 Retail  1.7  131,710  8.50 

Fort Mill, SC

 Industrial  1.7  303,188  3.69 

Joppa, MD

 Industrial  1.6  258,710  4.08 

Ankeny, IA(4)

 Industrial  1.5  208,234  4.96 

Tucker, GA

 Health & Fitness  1.4  58,800  16.67 

Pittston, PA

 Industrial  1.4  249,600  3.73 

Lakemoor, IL(2)

 Apartments  1.2  480,684  1.70 

Saco, ME

 Industrial  1.2  131,400  6.12 

Cedar Park, TX

 Retail—Furniture  1.1  50,810  14.71 

Hamilton, OH

 Health & Fitness  1.1  38,000  19.38 

Columbus, OH

 Retail—Furniture  1.1  96,924  7.40 

Indianapolis, IN

 Theater  1.0  57,688  12.25 

Indianapolis, IN

 Industrial  1.0  125,622  5.43 

Lake Charles, LA(6)

 Retail  1.0  54,229  12.23 

Greenville, SC(7)

 Industrial  0.9  142,200  4.39 

Ft. Myers, FL

 Retail  0.9  29,993  20.17 

Ronkonkoma, NY(4)

 Industrial  0.9  90,599  6.61 

Huntersville, NC

 Industrial  0.9  78,319  7.50 

Kennesaw, GA

 Retail  0.8  32,138  17.90 

Memphis, TN

 Industrial  0.8  224,749  2.56 

Wichita, KS

 Retail—Furniture  0.8  88,108  6.35 

Greenville, SC(7)

 Industrial  0.8  128,000  4.35 

Champaign, IL(4)

 Retail  0.8  50,530  10.78 

Chicago, IL

 Retail—Office Supply  0.8  23,939  22.16 

New Hope, MN

 Industrial  0.8  122,461  4.33 

Table of Contents

    

    

Percentage

    

    

2020

of 2020

Approximate

Contractual

Contractual

Square Footage

Rental Income

Location

Type of Property

Rental Income

of Building

per Square Foot

New Hyde Park, NY

 

Industrial

 

0.6

 

38,000

 

11.66

Rincon, GA

 

Industrial

 

0.6

 

95,000

 

4.60

Bensalem, PA(6)

 

Industrial

 

0.6

 

85,663

 

5.05

Houston, TX

 

Retail

 

0.6

 

25,005

 

16.70

Plymouth, MN

 

Industrial

 

0.6

 

82,565

 

5.05

Richmond, VA

 

Retail—Furniture

 

0.6

 

38,788

 

10.53

Amarillo, TX

 

Retail—Furniture

 

0.6

 

72,027

 

5.64

Deptford, NJ

 

Retail

 

0.6

 

25,358

 

15.90

Highland Ranch, CO(2)

 

Retail

 

0.6

 

42,920

 

9.39

Virginia Beach, VA

 

Retail—Furniture

 

0.5

 

58,937

 

6.82

Eugene, OR

 

Retail—Office Supply

 

0.5

 

24,978

 

15.75

Lexington, KY

 

Retail—Furniture

 

0.5

 

30,173

 

12.48

Duluth, GA

 

Retail—Furniture

 

0.5

 

50,260

 

7.29

El Paso, TX

 

Retail—Office Supply

 

0.5

 

25,000

 

14.62

Woodbury, MN

 

Retail

 

0.5

 

49,406

 

7.25

Newport, VA

 

Retail—Furniture

 

0.5

 

49,865

 

7.09

Houston, TX

 

Retail

 

0.4

 

20,087

 

16.00

Durham, NC

 

Industrial

 

0.4

 

46,181

 

6.95

LaGrange, GA

 

Industrial

 

0.4

 

80,000

 

3.98

Greensboro, NC

 

Retail

 

0.4

 

12,950

 

23.08

Greenville, SC(9)

 

Industrial

 

0.4

 

128,000

 

5.33

Naples, FL

 

Retail—Furniture

 

0.4

 

15,912

 

18.70

Newark, DE

 

Other

 

0.4

 

23,547

 

12.56

Selden, NY

 

Retail

 

0.4

 

14,555

 

20.00

Wauconda, IL

 

Industrial

 

0.4

 

53,750

 

5.32

Somerville, MA

 

Retail

 

0.4

 

12,054

 

23.23

Gurnee, IL

 

Retail—Furniture

 

0.4

 

22,768

 

12.21

Bluffton, SC

 

Retail—Furniture

 

0.4

 

35,011

 

7.92

Carrollton, GA

 

Restaurant

 

0.4

 

6,012

 

44.97

Pinellas Park, FL

 

Industrial

 

0.4

 

53,064

 

5.03

Hauppauge, NY

 

Restaurant

 

0.4

 

7,000

 

36.65

Cartersville, GA

 

Restaurant

 

0.4

 

5,635

 

45.27

Hyannis, MA

 

Retail

 

0.3

 

9,750

 

24.85

Richmond, VA

 

Restaurant

 

0.3

 

9,367

 

25.70

Greensboro, NC

 

Restaurant

 

0.3

 

6,655

 

36.01

West Hartford, CT(10)

 

Retail—Supermarket

 

0.3

 

 

Myrtle Beach, SC

 

Restaurant

 

0.3

 

6,734

 

31.68

Chandler, AZ

 

Industrial

 

0.3

 

25,035

 

8.51

Everett, MA

 

Retail

 

0.3

 

18,572

 

11.43

Kennesaw, GA

 

Restaurant

 

0.3

 

4,051

 

51.70

Bolingbrook, IL

 

Retail

 

0.3

 

33,111

 

6.10

Lawrenceville, GA

 

Restaurant

 

0.3

 

4,025

 

49.86

Concord, NC

 

Restaurant

 

0.3

 

4,749

 

42.04

Cape Girardeau, MO

 

Retail

 

0.3

 

13,502

 

14.71

Miamisburg, OH

 

Industrial

 

0.3

 

35,707

 

5.48

Marston, MA

 

Retail

 

0.3

 

8,775

 

21.00

Indianapolis, IN

 

Restaurant

 

0.3

 

12,820

 

14.14

Monroeville, PA

 

Retail

 

0.2

 

6,051

 

26.35

Reading, PA

 

Restaurant

 

0.2

 

2,754

 

54.10

Reading, PA

 

Restaurant

 

0.2

 

2,551

 

57.01

West Palm Beach, FL

 

Industrial

 

0.2

 

10,361

 

13.98

Batavia, NY

 

Retail

 

0.2

 

23,483

 

6.00

Gettysburg, PA

 

Restaurant

 

0.2

 

2,944

 

45.17

Hanover, PA

 

Restaurant

 

0.2

 

2,702

 

48.63

Palmyra, PA

 

Restaurant

 

0.2

 

2,798

 

46.23

Trexlertown, PA

 

Restaurant

 

0.2

 

3,004

 

42.19

Cuyahoga Falls, OH

 

Retail

 

0.2

 

6,796

 

17.21

South Euclid, OH

 

Retail

 

0.1

 

11,672

 

9.94

Hilliard, OH

 

Retail

 

0.1

 

6,751

 

15.55

Lawrence, KS

 

Retail

 

0.1

 

8,600

 

12.21

Port Clinton, OH

 

Retail

 

0.1

 

6,749

 

15.19

Seattle, WA

 

Retail

 

0.1

 

3,053

 

26.06

23

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

Clemmons, NC

 Retail  0.8  96,725  5.40 

Melville, NY

 Industrial  0.8  51,351  10.06 

Tyler, TX

 Retail—Furniture  0.7  72,000  6.75 

Athens, GA(8)

 Retail  0.7  41,280  11.63 

Fayetteville, GA

 Retail—Furniture  0.7  65,951  6.97 

Louisville, KY

 Industrial  0.7  125,370  3.60 

Onalaska, WI

 Retail  0.7  63,919  7.00 

Cary, NC

 Retail—Office Supply  0.7  33,490  13.29 

Highlands Ranch, CO

 Retail  0.6  43,480  10.12 

New Hyde Park, NY

 Industrial  0.6  38,000  10.99 

Houston, TX

 Retail  0.6  25,005  16.70 

Richmond, VA

 Retail—Furniture  0.6  38,788  10.53 

Amarillo, TX

 Retail—Furniture  0.6  72,027  5.64 

Deptford, NJ

 Retail  0.6  25,358  15.90 

Virginia Beach, VA

 Retail—Furniture  0.6  58,937  6.82 

Lexington, KY

 Retail—Furniture  0.6  30,173  12.48 

Eugene, OR

 Retail—Office Supply  0.5  24,978  14.88 

Duluth, GA

 Retail—Furniture  0.5  50,260  7.29 

Newark, DE

 Retail  0.5  23,547  15.40 

Newport News, VA

 Retail—Furniture  0.5  49,865  7.09 

Woodbury, MN

 Retail  0.5  49,406  7.00 

El Paso, TX

 Retail—Office Supply  0.5  25,000  13.81 

Columbus, OH

 Industrial  0.5  105,191  3.25 

Houston, TX

 Retail  0.5  20,087  16.00 

Durham, NC

 Industrial  0.5  46,181  6.95 

Greensboro, NC

 Retail  0.4  12,950  23.00 

Hyannis, MA

 Retail  0.4  9,750  30.07 

Selden, NY

 Retail  0.4  14,555  20.00 

Gurnee, IL

 Retail—Furniture  0.4  22,768  12.21 

Bluffton, SC

 Retail—Furniture  0.4  35,011  7.92 

Naples, FL

 Retail—Furniture  0.4  15,912  17.00 

Pinellas Park, FL

 Industrial  0.4  53,064  5.03 

Carrollton, GA

 Restaurant  0.4  6,012  43.87 

Batavia, NY

 Retail—Office Supply  0.4  23,483  11.09 

Philadelphia, PA

 Retail—Supermarket  0.4  57,653  4.51 

Hauppauge, NY

 Restaurant  0.4  7,000  36.65 

Cartersville, GA

 Restaurant  0.4  5,635  44.16 

Richmond, VA

 Restaurant  0.3  9,367  25.07 

Greensboro, NC

 Restaurant  0.3  6,655  35.13 

W. Hartford, CT(9)

 Retail  0.3     

Myrtle Beach, SC

 Restaurant  0.3  6,734  31.83 

Somerville, MA

 Retail  0.3  12,054  17.42 

Kennesaw, GA

 Restaurant  0.3  4,051  50.43 

Bolingbrook, IL

 Retail  0.3  33,111  6.10 

Concord, NC

 Restaurant  0.3  4,749  42.23 

Cape Girardeau, MO

 Retail  0.3  13,502  14.71 

Lawrenceville, GA

 Restaurant  0.3  4,025  48.64 

Everett, MA

 Retail  0.3  18,572  10.39 

Table of Contents

    

    

Percentage

    

    

2020

of 2020

Approximate

Contractual

Contractual

Square Footage

Rental Income

Location

Type of Property

Rental Income

of Building

per Square Foot

Rosenberg, TX

 

Retail

 

0.1

 

8,000

 

8.79

Louisville, KY

Industrial

0.1

9,642

4.26

Crystal Lake, IL(11)

Retail

32,446

Philadelphia, PA(12)

Retail—Supermarket

 

 

57,653

100.0

10,112,039

(1)This property, a community shopping center, is leased to eleven tenants. Contractual rental income per square foot excludes 3,850 vacant square feet. Approximately 27.9% of the square footage is leased to a supermarket.
(2)This property has two tenants.
(3)This property, a community shopping center, is leased to 23 tenants. Contractual rental income per square foot excludes 19,215 vacant square feet.
(4)This property has four tenants. Contractual rental income per square foot excludes 2,395 vacant square feet.
(5)This property is ground leased to a multi-unit apartment complex owner/operator. Reflects contingent rent that may be received subject to the satisfaction of performance requirements. See Note 6 of our consolidated financial statements and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Other 2019 Developments.”
(6)This property has three tenants.
(7)This property has three tenants. Approximately 43.4% of the square footage is leased to a retail office supply operator.
(8)This property was sold in February 2020. See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Property Transactions Subsequent to December 31, 2019”.
(9)Contractual rental income excludes 72,000 vacant square feet.
(10)This property provides additional parking for the W. Hartford, CT, retail supermarket.
(11)This property has been vacant since 2017.
(12)The tenant vacated this property in December 2019 and paid a lease termination fee. At December 31, 2019, this property is vacant.
Location
 Type of Property Percentage
of 2018
Contractual
Rental Income
 Approximate
Square Footage
of Building
 2018
Contractual
Rental Income
per Square Foot
 

Marston Mills, MA

 Retail  0.3  8,775  20.75 

Miamisburg, OH

 Industrial  0.2  35,707  4.57 

Monroeville, PA

 Retail  0.2  6,051  25.30 

Reading, PA

 Restaurant  0.2  2,754  52.00 

Reading, PA

 Restaurant  0.2  2,551  54.79 

West Palm Beach, FL

 Industrial  0.2  10,361  13.17 

Gettysburg, PA

 Restaurant  0.2  2,944  43.42 

Hanover, PA

 Restaurant  0.2  2,702  46.74 

Houston, TX

 Retail  0.2  12,000  10.50 

Palmyra, PA

 Restaurant  0.2  2,798  44.43 

Trexlertown, PA

 Restaurant  0.2  3,004  40.55 

Cuyahoga Falls, OH

 Retail  0.2  6,796  17.21 

South Euclid, OH

 Retail  0.2  11,672  9.94 

Hilliard, OH

 Retail  0.2  6,751  15.55 

Lawrence, KS

 Retail  0.2  8,600  12.21 

Port Clinton, OH

 Retail  0.1  6,749  15.19 

Indianapolis, IN

 Restaurant  0.1  12,820  6.43 

Rosenberg, TX

 Retail  0.1  8,000  8.79 

Seattle, WA

 Retail  0.1  3,053  16.00 

Louisville, KY

 Industrial  0.1  9,642  4.02 

Crystal Lake, IL(10)

 Vacant    32,446   

    100.0  9,428,251    

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

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

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

(4)
This property has two tenants.

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

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

(7)
This property has three tenants.

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

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

Table of Contents

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

    Properties Owned by Joint Ventures

The following table sets forth, as of December 31, 2017,2019, information about the properties owned by joint ventures in which we are a venture partner:

    

    

Percentage of

    

    

Base Rent Payable

in 2020

Contributed by

Approximate

2020

Type of

the Applicable

Square Footage

Base Rent

Location

    

Property

    

Joint Venture(1)

    

of Building

    

per Square Foot

Manahawkin, NJ(2)

 

Retail

 

80.2

 

319,349

$

15.92

Savannah, GA

 

Retail

 

12.1

 

46,058

 

8.76

Savannah, GA(3)

 

Restaurant

 

6.0

 

 

Savannah, GA(4)

 

Retail

 

1.7

 

7,959

 

7.03

 

100.0

 

373,366

(1)Represents our share of the base rent payable in 2020 with respect to such joint venture property, expressed as a percentage of the aggregate base rent payable in 2020 with respect to all of our joint venture properties.

24

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

Manahawkin, NJ(2)

 Retail  59.4  319,349 $9.92 

Milwaukee, WI

 Industrial  27.1  750,300  1.75 

Savannah, GA

 Retail  7.4  45,973  7.77 

Savannah, GA

 Retail  5.1  101,550  2.44 

Savannah, GA

 Retail  1.0  7,959  5.93 

    100.0  1,225,131    

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

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

Table of Contents

As of December 31, 2017,2019, the 113122 properties owned by us are located in 3031 states. The following table sets forth information, presented by state, related to our properties as of December 31, 2017:2019:

    

    

    

Percentage of

    

2020

2020

Contractual

Contractual

Approximate

Number of

Rental

Rental

Building

State

    

Properties

    

Income

    

Income

    

Square Feet

New York

 

8

 

$

6,286,499

 

8.7

 

492,602

South Carolina

 

7

 

6,071,891

 

8.4

 

1,405,528

Texas

 

9

 

6,043,268

 

8.4

 

802,929

Pennsylvania

 

12

 

5,482,451

 

7.6

 

901,523

Tennessee

 

4

 

4,369,714

 

6.1

 

899,779

Georgia

 

10

 

4,041,993

 

5.6

 

401,872

Ohio

 

9

 

3,766,199

 

5.2

 

657,789

North Carolina

 

7

 

3,764,997

 

5.2

 

243,557

New Jersey

 

4

 

3,466,810

 

4.8

 

354,102

Maryland

 

2

 

3,445,447

 

4.8

 

625,710

Minnesota

 

5

 

3,057,809

 

4.3

 

500,142

Colorado

 

3

 

2,709,643

 

3.8

 

208,419

Missouri

 

3

 

2,381,620

 

3.3

 

472,276

Illinois

 

6

 

1,897,094

 

2.6

 

216,544

Connecticut

 

2

 

1,818,250

 

2.5

 

47,174

Indiana

 

3

 

1,586,745

 

2.2

 

196,130

Virginia

 

4

 

1,404,852

 

2.0

 

156,957

Florida

 

4

 

1,314,118

 

1.8

 

109,330

Alabama

 

1

 

1,277,979

 

1.8

 

294,000

Iowa

 

1

 

1,066,037

 

1.5

 

208,234

Massachusetts

 

4

 

918,849

 

1.3

 

49,151

Kentucky

 

3

 

869,074

 

1.2

 

165,185

Maine

 

1

 

803,670

 

1.1

 

131,400

Arizona

2

800,429

1.1

87,156

California

 

1

 

733,260

 

1.0

 

218,116

Louisiana

 

1

 

678,705

 

1.0

 

54,229

Kansas

 

2

 

664,617

 

0.9

 

96,708

Other

 

4

 

1,248,107

 

1.8

 

115,497

 

122

$

71,970,127

 

100.0

 

10,112,039

25

State
 Number of
Properties
 2018
Contractual
Rental
Income
 Percentage of
2018
Contractual
Rental
Income
 Approximate
Building
Square Feet
 

Texas

  11 $8,043,732  11.9  902,489 

South Carolina

  6  5,610,987  8.3  1,316,728 

New York

  8  5,317,586  7.9  440,858 

Pennsylvania

  10  4,316,651  6.4  524,657 

North Carolina

  8  4,193,700  6.2  340,282 

Ohio

  9  4,037,748  6.0  657,789 

Georgia

  9  3,774,291  5.6  268,152 

Tennessee

  3  3,750,286  5.5  800,279 

Illinois

  7  3,538,228  5.2  943,582 

Maryland

  2  3,402,779  5.0  625,710 

Minnesota

  3  1,994,870  2.9  303,577 

Colorado

  2  1,871,008  2.8  145,076 

Connecticut

  2  1,779,365  2.6  47,174 

New Jersey

  2  1,766,818  2.6  70,221 

Missouri

  2  1,611,325  2.4  352,596 

Indiana

  3  1,471,540  2.2  196,130 

Virginia

  4  1,398,944  2.1  156,957 

Florida

  4  1,278,657  1.9  109,330 

Alabama

  1  1,228,353  1.8  294,000 

Nebraska

  1  1,207,188  1.8  112,260 

Iowa

  1  1,033,122  1.5  208,234 

Massachusetts

  4  878,252  1.3  49,151 

Kentucky

  3  866,722  1.3  165,185 

Maine

  1  803,670  1.1  131,400 

Kansas

  2  664,617  1.0  96,708 

Louisiana

  1  663,125  1.0  54,229 

Other

  4  1,230,593  1.7  115,497 

  113 $67,734,157  100.0  9,428,251 

The following table sets forth information, presented by state, related to the properties owned by our joint ventures as of December 31, 2017:2019:

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

New Jersey

  1 $1,439,770  319,349 

Wisconsin

  1  657,844  750,300 

Georgia

  3  325,958  155,482 

  5 $2,423,572  1,225,131 

    

    

Our Share

    

of the

Base Rent

Payable in 2020

Approximate

Number of

to these

Building

State

    

Properties

    

Joint Ventures

    

Square Feet

New Jersey

 

1

$

1,332,637

 

319,349

Georgia

 

3

 

329,579

 

54,017

 

4

$

1,662,216

 

373,366

Table of Contents

Mortgage Debt

At December 31, 2017,2019, we had:

    69 first mortgages secured by 86 of our 113 properties; and

    $392.5 million of mortgage debt outstanding with a weighted average interest rate of 4.22% and a weighted average remaining term to maturity of approximately 8.8 years. Substantially all of such mortgage debt bears fixed interest at rates ranging from 3.02% to 6.59% and contains prepayment penalties.
74 first mortgages secured by 91 of our 122 properties; and
$440.3 million of mortgage debt outstanding with a weighted average interest rate of 4.21% and a weighted average remaining term to maturity of approximately 8.1 years. Substantially all of such mortgage debt bears fixed interest at rates ranging from 3.02% to 5.87% and contains prepayment penalties.

The following table sets forth scheduled principal mortgage payments due on our properties as of December 31, 20172019 (dollars in thousands):

    

PRINCIPAL

YEAR
 PRINCIPAL
PAYMENTS DUE
 

    

PAYMENTS DUE

2018

 $20,448 

2019

 14,610 

2020

 11,901 

$

13,530

2021

 20,742 

 

22,963

2022

 43,771 

 

46,083

2023

 

30,182

2024

 

62,819

Thereafter

 281,051 

 

264,701

Total

 $392,523 

$

440,278

At December 31, 2017, our2019, the first mortgage on the Manahawkin Property, the only joint venturesventure property with mortgage debt, had first mortgages on four properties withan outstanding balances aggregating approximately $35.0principal balance of $23.2 million, bearing interest at rates ranging from 3.49% to 5.81% with a weighted averagecarries an annual interest rate of 4.07%4% and matures in July 2025. This mortgage contains a weighted average remaining term to maturity of 6.1 years. Substantially all of these mortgages contain prepayment penalties.penalty. The following table sets forth the scheduled principal mortgage payments due for properties owned by our joint venturesthis property as of December 31, 20172019 (dollars in thousands):

    

PRINCIPAL

YEAR
 PRINCIPAL
PAYMENTS DUE
 

    

PAYMENTS DUE

2018

 $4,272 

2019

 877 

2020

 911 

$

740

2021

 948 

 

770

2022

 7,189 

 

802

2023

 

834

2024

 

868

Thereafter

 20,850 

 

19,148

Total

 $35,047 

$

23,162

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

Item 3. Legal Proceedings.

Not applicable.

Item 4. Mine Safety Disclosures.

Not applicable.


26


Part II

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

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

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

March 31

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

June 30

  25.24  22.21  .43  24.90  21.65  .41 

September 30

  24.81  22.67  .43  25.85  23.50  .41 

December 31

  27.70  23.61  .45  25.89  22.43  .43 

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

“OLP.” As of March 7, 2018,3, 2020, there were approximately 294271 holders of record of our common stock.

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


Table of Contents

Stock Performance Graph

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

 
 December 31, 
 
 2012 2013 2014 2015 2016 2017 

OLP

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

S&P 500

  100.00  132.39  150.51  152.59  170.84  208.14 

FTSE NAREIT Equity REITs Index

  100.00  102.47  133.35  137.61  149.33  157.14 

Issuer Purchases of Equity Securities

We did not repurchase any shares of our outstanding common stock in 2017.2019. We are authorized to repurchase up to $7.5 million shares of our common stock.

Equity Compensation Plan Information

As of December 31, 2019, the only equity compensation plan under which equity compensation may be awarded is our 2019 Incentive Plan, which was approved by our stockholders in June 2019. This plan permits us to grant stock options, restricted stock, restricted stock units and performance based awards to our employees, officers, directors, consultants and other eligible participants. The following table provides information as of December 31, 2019 about shares of our common stock that may be issued upon the exercise of options, warrants and rights under our 2019 Incentive Plan:

    

    

    

Number of

 

securities

 

remaining available

 

Number of

for future issuance

 

securities

Weightedaverage

under equity

 

to be issued

exercise price

compensation

 

upon exercise

of outstanding

plans (excluding

 

of outstanding

options,

securities

 

options, warrants

warrants

reflected in

 

Plan Category

and rights(1)

and rights

column(a))(2)

 

 

(a)

 

(b)

 

(c)

Equity compensation plans approved by security holders

 

75,026

 

 

674,974

Equity compensation plans not approved by security holders

 

 

 

Total

 

75,026

 

 

674,974


(1)Represents 75,026 shares of common stock issuable pursuant to restricted stock units (“RSUs”). On June 30, 2022, the shares of common stock underlying these units vest, if and to the extent specified performance (i.e., average annual return on capital) and/or market (i.e., average annual total stockholder return) conditions are satisfied by such dates. Excludes 150,000 shares of common stock underlying RSUs outstanding pursuant to our 2016 Incentive Plan.
(2)Does not give effect to 149,550 shares of restricted stock granted January 17, 2020 pursuant to our 2019 Incentive Plan.

27

Item 6. Selected Financial Data.

The following table sets forth on a historical basis our selected financial data. This information should be read in conjunction with our consolidated financial statements and"Item 7. Management'sManagement’s Discussion and Analysis of Financial Conditions and Results of Operations"Operations” appearing elsewhere in this Annual Report on Form 10-K.

As of and for the Year Ended December 31,

 

(Dollars in thousands, except per share data)

 

    

2019

    

2018

    

2017

    

2016

    

2015

 

OPERATING DATA

 

  

 

  

 

  

 

  

 

  

Total revenues

$

84,736

(1)  

$

79,126

(1)  

$

75,916

$

70,588

$

65,711

(1)

Gain on sale of real estate, net

4,327

 

5,262

 

9,837

 

10,087

 

5,392

Operating income

40,173

 

36,330

 

41,803

 

41,780

 

38,045

Equity in earnings of unconsolidated joint ventures

16

 

1,304

 

826

 

1,005

 

412

Equity in earnings from sale of unconsolidated joint venture properties

 

2,057

 

 

 

Prepayment costs on debt

(827)

 

 

(201)

 

(577)

 

(568)

Net income attributable to One Liberty Properties, Inc.

18,011

 

20,665

 

24,147

 

24,422

 

20,517

Weighted average number of common shares outstanding:

 

 

 

 

Basic

19,090

 

18,575

 

17,944

 

16,768

 

15,971

Diluted

19,119

 

18,588

 

18,047

 

16,882

 

16,079

Net income per common share—basic

$

0.88

$

1.05

$

1.29

$

1.40

$

1.23

Net income per common share—diluted

$

0.88

$

1.05

$

1.28

$

1.39

$

1.22

Cash distributions declared per share of common stock

$

1.80

$

1.80

$

1.74

$

1.66

$

1.58

BALANCE SHEET DATA

 

 

 

 

Real estate investments, net

$

700,535

$

705,459

$

666,374

$

651,213

$

562,257

Unamortized intangible lease assets, net

26,068

 

26,541

 

30,525

 

32,645

 

28,978

Investment in unconsolidated joint ventures

11,061

 

10,857

 

10,723

 

10,833

 

11,350

Cash and cash equivalents

11,034

 

15,204

 

13,766

 

17,420

 

12,736

Total assets

774,629

 

780,912

 

742,586

 

733,445

 

646,499

Mortgages payable, net of deferred financing costs

435,840

 

418,798

 

393,157

 

394,898

 

331,055

Due under line of credit, net of deferred financing costs

10,831

 

29,688

 

8,776

 

9,064

 

17,744

Unamortized intangible lease liabilities, net

12,421

 

14,013

 

17,551

 

19,280

 

14,521

Total liabilities

482,645

 

482,317

 

444,084

 

441,518

 

384,073

Total equity

291,984

 

298,595

 

298,502

 

291,927

 

262,426

OTHER DATA(2)

 

 

 

 

Funds from operations

$

36,579

$

38,879

$

36,193

$

33,256

$

32,717

Funds from operations per common share:

 

 

 

 

Basic

$

1.85

$

2.02

$

1.95

$

1.91

$

1.98

Diluted

$

1.84

$

2.02

$

1.94

$

1.90

$

1.97

Adjusted funds from operations

$

39,377

$

41,059

$

39,065

$

34,848

$

31,997

Adjusted funds from operations per common share:

 

 

 

 

Basic

$

1.99

$

2.14

$

2.10

$

2.01

$

1.94

Diluted

$

1.98

$

2.13

$

2.09

$

1.99

$

1.92

(1)Includes lease termination fees of $950,000, $372,000 and $2.9 million for 2019, 2018 and 2015, respectively.

28

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

OPERATING DATA

                

Total revenues

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

Gain on sale of real estate, net

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

Equity in earnings of unconsolidated joint ventures

  826  1,005  412  533  651 

Income from continuing operations

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

Income from discontinued operations

        13  515 

Net income attributable to One Liberty Properties, Inc. 

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

Weighted average number of common shares outstanding:

                

Basic

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

Diluted

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

Net income per common share—basic

 $1.29 $1.40 $1.23 $1.37 $1.15 

Net income per common share—diluted

 $1.28 $1.39 $1.22 $1.37 $1.14 

Cash distributions declared per share of common stock

 $1.74 $1.66 $1.58 $1.50 $1.42 

BALANCE SHEET DATA

  
 
  
 
  
 
  
 
  
 
 

Real estate investments, net

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

Unamortized intangible lease assets, net

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

Investment in unconsolidated joint ventures

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

Cash and cash equivalents

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

Total assets

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

Mortgages payable, net of deferred financing costs

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

Due under line of credit, net of deferred financing costs

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

Unamortized intangible lease liabilities, net

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

Total liabilities

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

Total equity

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

OTHER DATA(2)

  
 
  
 
  
 
  
 
  
 
 

Funds from operations

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

Funds from operations per common share:

                

Basic

 $1.95 $1.91 $1.98 $1.76 $1.67 

Diluted

 $1.94 $1.90 $1.97 $1.75 $1.66 

Adjusted funds from operations

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

Adjusted funds from operations per common share:

                

Basic

 $2.10 $2.01 $1.94 $1.85 $1.76 

Diluted

 $2.09 $1.99 $1.92 $1.84 $1.75 

Table of Contents

(1)
Includes lease termination fees of $2.9 million and $1.3 million for 2015 and 2014, respectively.

(2)
See "
(2)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" for a discussion of the limitations on such data and a reconciliation of such data to our financial information presented in accordance with GAAP.


Table of Contents

Funds from Operations and Adjusted Funds from Operations

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

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

We believe that FFO and AFFO are useful and standard supplemental measures of the operating performance for equity REITs and are used frequently by securities analysts, investors and other interested parties in evaluating equity REITs, many of which present FFO and AFFO when reporting their operating results. FFO and AFFO are intended to exclude GAAP historical cost depreciation and amortization of real estate assets, which assumes that the value of real estate assets diminish 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 and should not be considered to be an alternative to net income as a reliable measure of our operating performance; nor should FFO and AFFO be considered an alternative to cash flows from operating, investing or financing activities (as defined by GAAP) as measures of liquidity. FFO and AFFO do not measure whether cash flow is sufficient to fund all of our cash needs, including principal amortization, capital improvements and distributions to stockholders.

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


29

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

    

2019

    

2018

    

2017

    

2016

    

2015

GAAP net income attributable to One Liberty Properties, Inc.

$

18,011

$

20,665

$

24,147

$

24,422

$

20,517

Add: depreciation and amortization of properties

 

21,574

 

23,792

 

20,674

 

17,865

 

16,150

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

 

527

 

709

 

872

 

893

 

634

Add: impairment loss

 

 

 

153

 

 

Add: amortization of deferred leasing costs

 

452

 

363

 

319

 

299

 

234

Add: amortization of deferred leasing costs of unconsolidated joint ventures

18

Add: Federal excise tax relating to gain on sale

 

 

 

 

6

 

174

Deduct: gain on sale of real estate, net

 

(4,327)

 

(5,262)

 

(9,837)

 

(10,087)

 

(5,392)

Deduct: purchase price fair value adjustment

 

 

 

 

 

(960)

Deduct: equity in earnings from sale of unconsolidated joint venture properties

 

 

(2,057)

 

 

 

Adjustments for non‑controlling interests

 

324

 

669

 

(135)

 

(142)

 

1,360

NAREIT funds from operations applicable to common stock

 

36,579

 

38,879

 

36,193

 

33,256

 

32,717

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

 

(1,876)

 

(1,491)

 

(1,329)

 

(2,991)

 

(1,605)

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

 

(62)

 

(539)

 

36

 

49

 

7

Deduct: lease termination fee income

 

(950)

 

(372)

 

 

 

(2,886)

Add: amortization of restricted stock compensation

 

3,870

 

3,510

 

3,133

 

2,983

 

2,334

Add: prepayment costs on debt

 

827

 

 

 

577

 

568

Add: amortization and write‑off of deferred financing costs

 

995

 

985

 

977

 

904

 

1,023

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

 

17

 

45

 

25

 

25

 

23

Adjustments for non‑controlling interests

 

(23)

 

42

 

30

 

45

 

(184)

Adjusted funds from operations applicable to common stock

$

39,377

$

41,059

$

39,065

$

34,848

$

31,997

30

 
 2017 2016 2015 2014 2013 

GAAP net income attributable to One Liberty Properties, Inc

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

Add: depreciation and amortization of properties

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

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

  872  893  634  374  517 

Add: impairment loss

  153      1,093  62 

Add: amortization of deferred leasing costs

  319  299  234  168  152 

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

          8 

Add: Federal excise tax relating to gain on sale

    6  174  302  45 

Deduct: gain on sale of real estate

  (9,837) (10,087) (5,392) (10,180)  

Deduct: purchase price fair value adjustment

      (960)    

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

          (4,705)

Adjustments for non-controlling interests

  (135) (142) 1,360  (119) (105)

NAREIT funds from operations applicable to common stock

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

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

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

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

  36  49  7  (1) 91 

Deduct: lease termination fee income

      (2,886) (1,269)  

Add: amortization of restricted stock compensation

  3,133  2,983  2,334  1,833  1,440 

Add: prepayment costs on debt

    577  568  1,581  171 

Add: amortization and write-off of deferred financing costs

  977  904  1,023  1,038  891 

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

  25  25  23  17  25 

Adjustments for non-controlling interests

  30  45  (184) 12  10 

Adjusted funds from operations applicable to common stock

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

Table of Contents

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


 2017 2016 2015 2014 2013 

    

2019

    

2018

    

2017

    

2016

    

2015

GAAP net income attributable to One Liberty Properties, Inc.

 $1.28 $1.39 $1.22 $1.37 $1.14 

$

0.88

$

1.05

$

1.28

$

1.39

$

1.22

Add: depreciation and amortization of properties

 1.12 1.02 .98 .90 .78 

 

1.11

 

1.24

 

1.12

 

1.02

 

0.98

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

 .05 .05 .04 .02 .03 

 

0.03

 

0.04

 

0.05

 

0.05

 

0.04

Add: impairment loss

 .01   .07 .01 

 

 

 

0.01

 

 

Add: amortization of deferred leasing costs

 .02 .02 .02 .01 .01 

 

0.02

 

0.02

 

0.02

 

0.02

 

0.02

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

      

Add: amortization of deferred leasing costs of unconsolidated joint ventures

Add: Federal excise tax relating to gain on sale

   .01 .02  

 

 

 

 

 

0.01

Deduct: gain on sale of real estate

 (.53) (.57) (.32) (.63)  

 

(0.22)

 

(0.27)

 

(0.53)

 

(0.57)

 

(0.32)

Deduct: purchase price fair value adjustment

   (.06)   

 

 

 

 

 

(0.06)

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

     (.30)

Adjustments for non-controlling interests

 (.01) (.01) .08 (.01) (.01)

Deduct: equity in earnings from sale of unconsolidated joint venture properties

 

 

(0.10)

 

 

 

Adjustments for non‑controlling interests

 

0.02

 

0.04

 

(0.01)

 

(0.01)

 

0.08

NAREIT funds from operations per share of common stock

 1.94 1.90 1.97 1.75 1.66 

 

1.84

 

2.02

 

1.94

 

1.90

 

1.97

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

 (.07) (.16) (.10) (.10) (.07)

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

      

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

 

(0.10)

 

(0.07)

 

(0.07)

 

(0.16)

 

(0.10)

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

 

 

(0.03)

 

 

 

Deduct: lease termination fee income

   (.17) (.08)  

 

(0.05)

 

(0.02)

 

 

 

(0.17)

Add: amortization of restricted stock compensation

 .17 .17 .14 .11 .09 

 

0.20

 

0.18

 

0.17

 

0.17

 

0.14

Add: prepayment costs on debt

  .03 .03 .10 .01 

 

0.04

 

 

 

0.03

 

0.03

Add: amortization and write-off of deferred financing costs

 .05 .05 .06 .06 .06 

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

      

Adjustments for non-controlling interests

   (.01)   

Add: amortization and write‑off of deferred financing costs

 

0.05

 

0.05

 

0.05

 

0.05

 

0.06

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

 

 

 

 

 

Adjustments for non‑controlling interests

 

 

 

 

 

(0.01)

Adjusted funds from operations per share of common stock

 $2.09 $1.99 $1.92 $1.84 $1.75 

$

1.98

$

2.13

$

2.09

$

1.99

$

1.92

Table of Contents

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

Overview

We are a self-administered and self-managed real estate investment trust. We are focused on acquiring, owning and managing a geographically diversified portfolio of industrial, retail (including furniture stores and supermarkets), restaurant, health and fitness and theater properties, many of which are subject to long-term leases. Most of our leases are "net leases"“net leases” under which the tenant, directly or indirectly, is responsible for paying the real estate taxes, insurance and ordinary maintenance and repairs of the property. As of December 31, 2017,2019, we own 113122 properties and our joint ventures own fivefour properties. These 118126 properties are located in 3031 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,re-let, on acceptable terms, leases that are expiring or otherwise terminating.

31

We seek to manage the risk of our real property portfolio and the related financing arrangements by diversifying among types of properties, industries, locations, tenants, scheduled lease expirations, mortgage maturities and lenders, and by seeking to minimize our exposure to interest rate fluctuations. As a result, as of December 31, 2017:2019:

    our 2018 contractual rental income is derived from the following property types: 40.2% from retail, 37.1% from industrial, 4.7% from restaurant, 4.5% from health and fitness, 3.4% from theater and 10.1% from other properties,

    properties in only one state (i.e., Texas, 11.9%) account for 10% or more of 2018 contractual rental income,

    no tenant accounts for more than 7.1% of our 2018 contractual rental income,

    through 2026, there is only one year in which the percentage of our contractual rental income represented by expiring leases exceeds 10% of our 2018 contractual rental income (i.e., 21.3% in 2022)—approximately 36.4% of our 2018 contractual rental income is represented by leases expiring in 2027 and thereafter,

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

    until 2022, not more than 6% of our total scheduled principal mortgage payments is due in any year,

    there are seven different counterparties to our portfolio of interest rate swaps: three counterparties, rated A- or better by a national rating agency, account for 72.3%, or $103.7 million, of the notional value of our swaps; and two counterparties, rated BB or better by a national rating agency, account for 21.7%, or $31.1 million, of the notional value of such swaps, and

    we have 18 different mortgage lenders (including with respect to the mortgage debt of our unconsolidated joint ventures): four different lenders account for 30.0%, 15.9%, 14.8% and 10.3% of such debt.
our 2020 contractual rental income is derived from the following property types: 50.1% from industrial, 33.9% from retail, 4.8% from restaurant, 4.5% from health and fitness, 3.2% from theater and 3.5% from other properties,
there are eight states with properties that account for more than five percent of 2020 contractual rental income,
there is one tenant that accounts for more than five percent of 2020 contractual rental income,
through 2028, there are two years in which the percentage of our 2020 contractual rental income represented by expiring leases exceeds 10% (i.e., 19.8% in 2022 and 11.4% in 2023)—approximately 27.6% of our 2020 contractual rental income is represented by leases expiring in 2029 and thereafter,
after giving effect to interest rate swap agreements, substantially all of our mortgage debt bears interest at fixed rates,
until 2022, not more than 6% of our total scheduled principal mortgage payments is due in any year, and
there are six different counterparties to our portfolio of interest rate swaps: four counterparties, rated A- or better by a national rating agency, account for 91.6%, or $88.1 million, of the notional value of our swaps; and two counterparties, rated A- or better by other ratings providers, account for 8.4%, or $8.1 million, of the notional value of such swaps.

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


Table of Contents

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

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

We are sensitive to the risks facing the retail industry as a result of the growth of e-commerce. We areOver the past several years, we have been addressing our exposure to the retail industry by seeking to acquire industrial properties that we believe capitalize on e-commerce activities, such as e-commerce distribution and warehousing facilities, and by being especially selective in acquiring retail properties. As a result, retail properties generated 43.3%35.2%, 46.1%41.9%, 43.7% and 49.5%51.8%, of rental income, net, in 2019, 2018, 2017 2016 and 20152016, respectively, and industrial properties generated 34.1%48.7%, 30.8%40.1%, 35.1% and 27.3%31.6%, of rental income, net, in 2017, 2016, 2015, respectively .

2017 Highlights

        In 2017:

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

    we acquired four properties for an aggregate purchase price of $43.2 million. The acquired properties account for $3.1 million or 4.6%, of our2019, 2018, contractual rental income.

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

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

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

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

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

Challenges Facing Certain Retail Tenants

        Four tenants at four retail properties have ceased operations (or have advised they intend to cease operations prior to the expiration of their lease) and continue to pay rent. At December 31, 2017,2019, we have variable rate debt in principal amount of $107.7 million (i.e., $96.2 million of mortgage debt and $11.5 million of credit facility debt) that bear interest at the unbilled rent receivable balance, tenant origination costs and unamortized intangible lease liabilities associated with these properties were $195,000, $972,000, and $4.5 million, respectively. These properties account for $2.3 million, or 3.4%, of our contractual rental incomeone month LIBOR rate plus a negotiated spread. This mortgage debt is hedged through interest rate swaps and the weighted average remaining lease termcredit facility debt is not hedged. The authority regulating LIBOR announced it intends to stop compelling banks to submit rates for these tenants at these properties is 3.1 years.

        We own interests in three properties tenanted by Kmart Holdings Corp.the circulation of LIBOR after 2021 and its subsidiaries. Kmart and its parent, Sears Holding Corporation, have experienced financial difficulties for several years. During 2017, Kmart closed two stores owned by our unconsolidated joint ventures at properties located


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

        In light of the difficulties these retail tenants are experiencing, it is possible that they may cease payingLIBOR will become unavailable at an earlier date. As substantially all of this debt matures after 2021, there is uncertainty as to how the interest rate on this variable rate debt and related swaps will be determined when LIBOR is unavailable.

32

2019 Highlights

In 2019:

our rental income, net, increased by $5.0 million, or 6.4%, from 2018.
we earned $950,000 of lease termination fees from two properties - one property was re-leased.
we acquired eight industrial properties for an aggregate purchase price of $49.3 million. The acquired properties account for $3.3 million, or 4.6%, of our 2020 contractual rental income.
we sold three retail properties, a land parcel ground leased to a multi-family operator, and the Round Rock Property, for an aggregate net gain on sale of real estate of $4.3 million, without giving effect to $422,000 of a non-controlling interest’s share of the gain and $827,000 of prepayment costs. The properties sold accounted for 3.0% and 3.9% of 2019 and 2018 rental income net, respectively.
we extended the term of our credit facility through December 31, 2022 and increased the amount that may be used for renovation and operating expense purposes.
we obtained proceeds of $50.3 million from mortgage financings.

Other 2019 Developments

Round Rock Property

In December 2018, our tenant at an 87,500 square foot assisted living facility in Round Rock, Texas, filed for bankruptcy protection and we wrote-off an aggregate of $4.9 million, including lease intangibles and unbilled rent and/or we may not be ablereceivables. Though the tenant rejected the lease, it continued to re-leaseoccupy the property and during 2019, we recognized $584,000 of a rental income and incurred costs (including $361,000 of principal payments on our mortgage) aggregating $2.2 million with respect to this property. In October 2019, we settled our bankruptcy court claim against the tenant - debtor (but not, as described below, our claims against the lease guarantor) for, among other things, $584,000. In December 2019, we sold this property for a timely basis. Thoughsales price of $16.6 million, of which $13.2 million was used to repay the mortgage debt associated with the property.  We recognized  a tenant may close$435,000 gain from this sale, without giving effect to a store prior to lease expiration, such closure, without a bankruptcy or similar filing, does not relieve it$625,000 mortgage swap termination fee.  Net of its obligation to pay rent. If these tenants stop paying rent,this fee and we are unable to re-lease these properties on an as favorable and a timely basis, we may be adversely effected.

New Accounting Standards

        We (i) have determined thatexcluding the adoptioneffect of the New Revenue Recognition Standards,2018 write-off of $4.9 million related to this property, the sale resulted in a net loss of approximately $190,000.

We are seeking damages in excess of $10 million in our lawsuit against the lease guarantor (i.e., OLP Wyoming Springs, LLC, Plaintiff, v. Harden Healthcare, LLC, Defendant, v Benjamin Hanson, Intervenor, District Court of Williamson County, Texas, Cause No. 18-1511-C368). We will continue to incur significant legal expense in connection with this lawsuit and cannot provide any assurance that we will realize any recovery therefrom.

The Vue

A multi-family complex, which we refer to as such term is usedThe Vue, which ground leases from us the underlying land located in Note 2Beachwood, Ohio, experienced a significant decrease in its operating cash flow in 2018 due to a decrease in the property’s occupancy and rental rates. The occupancy and rental rates decreased due to a casualty loss at the property and competition from newly constructed residential buildings located nearby. To address the decrease in operating cash flow (i) the owner/operator has and continues to obtain capital infusions from its members and (ii) we and the owner/operator of The Vue entered into a lease amendment which, among other things, reduced the annual base rent payable in 2019 pursuant to the ground lease to $783,000 (from an annual base rent of $1.6 million in 2018) increasing in stages to approximately $1.3 million beginning April 2021. At December 31, 2019, (i) there are no unbilled rent receivables, intangibles or tenant origination costs associated with this property and (ii) the net book value of our consolidated financial statements, will not have a material impact on our consolidated financial statementsland subject to this ground lease is $13.9 million and (ii) are evaluating the impact on our consolidated financial statements, if any, resulting from the guidance issuedis subordinate to $67.4 million of mortgage debt incurred by the Financial Accounting Standards Board in February 2016owner/operator. Unlike our other tenancies, the owner/operator is responsible for the property’s current monthly mortgage interest payments of approximately $228,000—the interest only period with the respect to the treatment of leases.such mortgage expires August 2020. See “—Off Balance Sheet Arrangements” and Note 2 of6 to our consolidated financial statements.

33

Re-development of the Manahawkin Property

We are re-developing the Manahawkin Property, which is owned by an unconsolidated joint venture in which we have a 50% equity interest. As a result of this re-development activity and the related decrease in occupancy, income and cash flow from this property have decreased from prior years. We believe that during the re-development period, which we anticipate will extend through 2022, available cash and cash flow from the operations at this property will cover the property’s carrying costs and debt service obligations, though we can provide no assurance in this regard. See “—TransactionLiquidity and Capital Resources.”

Property Transactions Subsequent to December 31, 20172019

On January 30, 2018,February 11, 2020, we sold a multi-tenant retail property located in Fort Bend, Texas, in which we held an 85% interest, with an aggregateOnalaska, Wisconsin for approximately $7.1 million, net of 42,446 square feet for gross proceeds of $9.2 millionclosing costs, and paid off the $4.4$3.3 million mortgage. In the quarter ending March 31, 2018, weThis property accounted for approximately 0.7% of our rental income during 2019.  We anticipate recognizing a gain onfrom this sale of approximately $2.4$4.3 million during the three months ending March 31, 2020, without giving effect to a $290,000 mortgage prepayment charge.

On February 20, 2020, we acquired an industrial property located in Ashland, Virginia, a suburb of Richmond, for $9.1 million. The non-controlling interest's sharelease expires in 2034 and provides for annual base rent in 2020 of the gain from the transaction will be approximately $800,000. In 2017, this$599,000.

On February 24, 2020, we acquired an industrial property accountedlocated in Lowell, Arkansas for $732,000$19.2 million. The lease expires in 2027 and provides for annual base rent in 2020 of rental income and an aggregate of $448,000 of real estate operating expenses (net of tenant reimbursements), depreciation and amortization and interest expense.$1.2 million.

Changes to Federal Tax Laws

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

Results of Operations

Comparison of Years Ended December 31, 20172019 and 20162018

Revenues

The following table compares total revenues for the periods indicated:

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

Rental income, net

 $68,244 $64,164 $4,080  6.4 

Tenant reimbursements

  7,672  6,424  1,248  19.4 

Total revenues

 $75,916 $70,588 $5,328  7.5 

Year Ended

December 31,

Increase

(Dollars in thousands)

    

2019

    

2018

    

(Decrease)

    

% Change

Rental income, net

$

83,786

$

78,754

$

5,032

 

6.4

Lease termination fees

950

372

578

 

155.4

Total revenues

$

84,736

$

79,126

$

5,610

 

7.1

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Rental income, net.

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

Year Ended

December 31,

Increase

(Dollars in thousands)

    

2019

    

2018

    

(Decrease)

    

% Change

Acquisitions (a)

$

9,646

$

1,724

$

7,922

459.5

Dispositions (b)

2,553

5,249

(2,696)

(51.4)

Same store (c)

71,587

71,781

(194)

(0.3)

Rental income, net

$

83,786

$

78,754

$

5,032

6.4

(a)The 2019 column represents rental income from properties acquired since January 1, 2018; the 2018 column represents rental income from properties acquired during the year ended December 31, 2018.
(b)The 2019 column represents rental income from properties sold during the year ended December 31, 2019; the 2018 column represents rental income from properties sold since January 1, 2018.
(c)Represents rental income from properties that were owned for the entirety of the periods presented.

34

Changes due to acquisitions and dispositions.

The increase is due to:

    $5.2 million from properties acquired in 2016,

    $1.6 million from properties acquired in 2017,

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

    $201,000 of annual percentage rent income received from three tenants.
$7.9 million from properties acquired in 2018 and 2019 (including $2.0 million from properties acquired in 2019) - we estimate that rental income in 2020 from the properties acquired in 2019 will be approximately $3.7 million, and
$581,000 from our Round Rock Property (i.e., the inclusion during 2018 of a $1.4 million non-cash allowance against rental income of the entire unbilled rent receivable balance related to this property, offset by a decrease of $859,000 of rent received from this property for 2018 compared to 2019).

Offsetting the increasesincrease are decreases of:

    $1.2of $3.3 million representing the 20162018 rental income from properties sold during 2016,

    $1.3 million representing2018 and 2019, excluding the 2016 rental income$581,000 increase from properties sold during 2017,

    $496,000 representing the 2016Round Rock Property described above.

    Changes at same store properties

    The decrease is due to:

    the inclusion, in 2018, of an $804,000 non-cash write-off of a lease intangible liability (i.e., an addition to rental income) related to the Savers Buyout described below,
    a $610,000 reduction in rental income from The Vue, and
    a $548,000 non-cash allowance against rental income in 2019 of the entire unbilled rent receivable balance related to our Philadelphia, Pennsylvania (i.e., $380,000) and Columbus, Ohio properties.

    Offsetting the decrease are increases of:

    $917,000 due to the additional rent from the expansion of our Hauppauge, New York property, and
    $851,000 primarily due to tenant reimbursements which generally relate to real estate taxes and operating expenses incurred in the same period.

    Lease termination fees.

    In 2019, we received $950,000 of lease termination fees in connection with the buyout of leases at our Philadelphia, Pennsylvania, and Newark, Delaware retail properties. In 2018, we received a $372,000 lease termination fee in connection with the buyout of the lease with Savers for a retail property formerly tenanted by Quality Bakery,located in Colorado, which lease expired November 2016, and is now re-tenanted, and

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

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

Operating Expenses

The following table compares operating expenses for the periods indicated:


 Year Ended
December 31,
  
  
 

 Increase
(Decrease)
  
 

Year Ended

December 31,

Increase

(Dollars in thousands)
 2017 2016 Increase
(Decrease)
 % Change 

    

2019

    

2018

    

(Decrease)

    

% Change

Operating expenses:

       

 

  

 

  

 

  

 

  

Depreciation and amortization

 $20,993 $18,164 $2,829 15.6 

$

22,026

$

24,155

$

(2,129)

 

(8.8)

General and administrative

 11,279 10,693 586 5.5 

 

12,442

 

11,937

 

505

 

4.2

Real estate expenses

 10,736 8,931 1,805 20.2 

 

14,074

 

11,596

 

2,478

 

21.4

Real estate acquisition costs

  596 (596) (100.0)

Federal excise and state taxes

 481 203 278 136.9 

Leasehold rent

 308 308   

Impairment loss

 153  153 n/a 

State taxes

 

348

 

370

 

(22)

 

(5.9)

Total operating expenses

 43,950 38,895 5,055 13.0 

$

48,890

$

48,058

$

832

 

1.7

Operating income

 $31,966 $31,693 $273 0.9 

Depreciation and amortization. The increasedecrease is due primarily to increasesthe inclusion in 2018 of: (i) $1.6

a $3.1 million write-off of tenant origination costs, including $2.7 million at the Round Rock Property and $430,000 in connection with the Savers Buyout,
amortization of $709,000 of tenant origination costs at several properties that were fully amortized in 2018 or 2019 in connection with lease expirations,
$618,000 from the properties sold since January 1, 2018, and

35

a $418,000 decrease due to a change in the depreciable life with respect to our Greensboro, North Carolina property.

The decrease was offset by $2.7 million and $761,000 of depreciation and amortization expense on the properties acquired in 20162019 and 2017, respectively, and (ii) an aggregate $884,000 of write-offs of tenant origination costs related to the hhgregg and Joe's Crab Shack properties. The increase was offset by $433,000 due to the sales of2018 (including $1.9 million from properties acquired in 2016 and 2017. 2018).

We estimate that in 2020, depreciation and amortization in 2018 related tofrom the properties acquired in 20172019 will be approximately $1.5$1.7 million. This expense for these properties in 2019 was $766,000.

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

$326,000 in non-cash compensation expense due to the increase in the number, and higher fair value, of the shares of restricted stock granted in 2019 in comparison to the awards granted in 2014,
$167,000 in compensation expense primarily due to higher compensation levels, and
$160,000 in non-cash compensation expense related to the restricted stock units awarded in 2019, 2018 and 2017.

TableThe increase was offset by $126,000 resulting from the cancellation of Contents

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

Real estate expenses. The increase is due primarily to increases of:

$1.5 million from properties acquired in 2019 and 2018 (including $448,000 from properties acquired in 2019),
$802,000 of legal and real estate tax expense for our Round Rock Property which was sold in December 2019, and
an aggregate of $459,000 at same store properties, including $217,000 at our Greensboro, North Carolina property, due to the adoption of a lease accounting pronouncement, and $173,000 at our Delport, Missouri property.

The increase of $1.3 millionwas offset by a $246,000 decrease related to properties sold (other than the Round Rock Property) during 2019 and 2018 (including $96,000 from properties acquiredsold in 2016 and 2017; substantially all these2019).

A substantial portion of real estate expenses are rebilled to tenants and are included in Tenant reimbursements. Also contributing toRental income, net, on the increase are: (i) $435,000 related to properties formerly tenanted by Quality Bakery and hhgregg-Crystal Lake, Illinois; and (ii) $245,000consolidated statements of income, other than the expenses related to the hhgregg-Niles,Round Rock Property and the Greensboro, North Carolina property.

Gain on sale of real estate, net

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

Year Ended

December 31,

Increase

(Dollars in thousands)

    

2019

    

2018

    

(Decrease)

    

% Change

Gain on sale of real estate, net

$

4,327

$

5,262

$

(935)

 

(17.8)

The gain in 2019 was realized from the sales of our Wheaton, Illinois property, that we sold.a $1.5 million gain, our Clemmons, North Carolina property, a $1.1 million gain (before giving effect to the non-controlling interest’s $422,000 share of the gain), our Athens, Georgia property, a $1.0 million gain, our Round Rock Property, a $435,000 gain and our Houston, Texas property, a $218,000 gain. The increasegain in 2018 was realized from the sales of our Lakemoor, Illinois property, a $4.6 million gain, and our Fort Bend, Texas property, a $2.4 million gain (before giving effect to the non-controlling interest’s $776,000 share of the gain). The 2018 gain was offset by a decrease$1.7 million loss on the December 2018 sale of $197,000 of expenses related to the vacanta property formerly tenanted by Sports Authority, which was sold in May 2017.

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

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

        Impairment loss.    In 2017, we recorded an impairment loss36

Other Income and Expenses

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


 Year Ended
December 31,
  
  
 

 Increase
(Decrease)
  
 

Year Ended

December 31,

Increase

(Dollars in thousands)
 2017 2016 Increase
(Decrease)
 % Change 

    

2019

    

2018

    

(Decrease)

    

% Change

Other income and expenses:

       

Equity in earnings of unconsolidated joint ventures

 $826 $1,005 $(179) (17.8)

$

16

$

1,304

$

(1,288)

 

(98.8)

Equity in earnings from sale of unconsolidated joint venture properties

 

 

2,057

 

(2,057)

 

(100.0)

Prepayment costs on debt

  (577) (577) (100.0)

(827)

827

n/a

Other income

 407 435 (28) (6.4)

 

8

 

720

 

(712)

 

(98.9)

Interest:

         

 

 

  

 

 

Expense

 (17,810) (17,258) 552 3.2 

 

(19,831)

 

(17,862)

 

1,969

 

11.0

Amortization and write-off of deferred financing costs

 (977) (904) 73 8.1 

Income before gain on sale of real estate, net

 14,412 14,394 18 0.1 

Amortization and write‑off of deferred financing costs

 

(995)

 

(985)

 

10

 

1.0

Equity in earnings of unconsolidated joint ventures. The 2016 income includes our 50% share, or $146,000,decrease is due to the inclusion, in 2018, of:

$576,000 of rental income from Kmart at the Manahawkin Property,
a $550,000 write-off of an intangible lease liability (i.e., an addition to rental income) in connection with the expiration, in late 2018, of the Kmart lease at the Manahawkin Property, and
$287,000 of earnings (including our $110,000 share of the gain realized from the discontinuance of hedge accounting on a related interest rate swap) from a property in Milwaukee, Wisconsin which was sold in July 2018.

Equity in earnings from sale of income obtainedunconsolidated joint venture properties. The results for permanent utility easements granted at two properties. There was no such income during 2017.2018 include a $2.0 million gain from the sale of the Milwaukee, Wisconsin property.

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

        Other income.    Other income in 2017 includes $243,000 paid to us by a former tenant2019 in connection with the resolutionsale of a dispute, and $74,000 that we received for easements on a property soldthree properties, including $625,000 incurred in 2017.connection with the sale of the Round Rock Property. There was no corresponding expense in 2018.

Other income. Other income in 20162018 includes $356,000 that we received for such easements.


Table$395,000 from the early termination of Contentsan interest rate derivative in connection with a refinancing transaction and a non-recurring $298,000 consulting fee.

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

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

Interest expense:

             

Credit facility interest

 $478 $590 $(112) (19.0)

Mortgage interest

  17,332  16,668  664  4.0 

Total

 $17,810 $17,258 $552  3.2 

    Year Ended

    December 31,

    Increase

    (Dollars in thousands)

        

    2019

        

    2018

        

    (Decrease)

        

    % Change

    Interest expense:

     

      

     

      

     

      

     

      

    Credit facility interest

    $

    1,016

    $

    668

    $

    348

     

    52.1

    Mortgage interest

     

    18,815

     

    17,194

     

    1,621

     

    9.4

    Total

    $

    19,831

    $

    17,862

    $

    1,969

     

    11.0

    Credit facility interest

The decreaseincrease in 20172019 is due primarily to the $11.2$8.5 million decreaseincrease in the weighted average balance outstanding under our line of credit. The decrease was offset by anthe facility and, to a lesser extent, a 30 basis point increase of 64 basis points in the weighted average interest rate (from 3.73% to 4.03%) due to the increase in the one month LIBOR rate and an increaserate.

37

Mortgage interest

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


 Year Ended
December 31,
  
  
 

 Increase
(Decrease)
  
 

Year Ended

December 31,

Increase

(Dollars in thousands)
 2017 2016 Increase
(Decrease)
 % Change 

    

2019

    

2018

    

(Decrease)

    

% Change

Average interest rate on mortgage debt

 4.31% 4.61)% (6.5)

 

4.29

%  

4.26

%  

0.03

%  

0.7

Average principal amount of mortgage debt

 $399,086 $361,645 $37,441 10.4 

$

438,014

$

404,035

$

33,979

 

8.4

The increase in mortgage interest expense is due primarily to the increase in the average principal amount of mortgage debt outstanding, offset by a decrease in the average interest rate on outstanding mortgage debt.outstanding. The increase in the average balance outstanding is due substantially to mortgage debt of $72.9 million incurred in connection with properties acquired in 2016 and 2017 and the financing or refinancing of $51.5 million of mortgage debt, net of refinanced amounts, in connection with properties acquired prior to 2016. The decrease in the average interest rate is dueprimarily to the financing (including financings effectuated in connection with acquisitions) or refinancing in 20172019 and 20162018 of $158.8$112.0 million of gross mortgage debt (including $34.4$14.7 million of refinanced amounts) with an average interest rate of approximately 3.7%.

We estimate that in 2018,2020, the mortgage interest expense associated with the properties acquired in 20172019 will be approximately $973,000.$1.0 million for six of the eight acquired properties that at December 31, 2019, had mortgage debt. Interest expense for these six properties in 20172019 was $374,000.$269,000.

    Gain on sale of real estate, net.Funds from Operations and Adjusted Funds from Operations

The following table compares gain on salesummarizes the changes in FFO and AFFO for the periods indicated:

Year Ended

December 31,

Increase

(Dollars in thousands)

    

2019

    

2018

    

(Decrease)

    

% Change

Funds from operations

$

36,579

$

38,879

$

(2,300)

 

(5.9)

Adjusted funds from operations

 

39,377

 

41,059

 

(1,682)

 

(4.1)

The decrease in FFO is primarily due to:

a $1.3 million decrease in equity in earnings of unconsolidated joint ventures,
a $712,000 decrease in other income,
a $2.5 million increase in real estate expenses,
$2.0 million increase in interest expense,
an $827,000 increase in prepayment costs on debt, and
a $505,000 increase in general and administrative expense.

Offsetting the decrease is a $5.6 million increase in total revenues, primarily due to the net impact of real estate, net:acquisitions and dispositions during 2019 and 2018.

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

Gain on sale of real estate, net

 $9,837 $10,087 $(250) (2.5)

        The gainThese changes are described in 2017 was realized from the sales of the Greenwood Village, Colorado property, the Kohl's property in Kansas City, Missouri, and the former hhgregg property in Niles, Illinois. See "—Comparison of Years Ended December 31, 20162019 and 2015—Other Income2018”.

The decrease in AFFO is due to the decrease in FFO as described above and Expenses" for information regarding the gain on salea $578,000 increase in 2016.lease termination fee income.

The decrease was offset primarily by:

an $827,000 increase in prepayment costs on debt, and
a $360,000 increase in amortization of restricted stock compensation.

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These changes are described in “- Comparison of Years Ended December 31, 20162019 and 20152018”.

RevenuesComparison of Years Ended December 31, 2018 and 2017

        The following table compares total revenues for the periods indicated:As we qualify as a smaller reporting company, this comparison is omitted in accordance with Instruction 1 to Item 303(a) of Regulation S-K.

38

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

Rental income, net

 $64,164 $58,973 $5,191  8.8 

Tenant reimbursements

  6,424  3,852  2,572  66.8 

Lease termination fees

    2,886  (2,886) (100.0)

Total revenues

 $70,588 $65,711 $4,877  7.4 

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

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

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

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

Operating Expenses

        The following table compares operating expenses for the periods indicated:

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

Operating expenses:

             

Depreciation and amortization

 $18,164 $16,384 $1,780  10.9 

General and administrative

  10,693  9,527  1,166  12.2 

Real estate expenses

  8,931  6,047  2,884  47.7 

Real estate acquisition costs

  596  449  147  32.7 

Federal excise and state taxes

  203  343  (140) (40.8)

Leasehold rent

  308  308     

Total operating expenses

  38,895  33,058  5,837  17.7 

Operating income

 $31,693 $32,653 $(960) (2.9)

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

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

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

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

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

Other Income and Expenses

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

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

Other income and expenses:

             

Equity in earnings of unconsolidated joint ventures

 $1,005 $412 $593  143.9 

Purchase price fair value adjustment

    960  (960) (100.0)

Prepayment costs on debt

  (577) (568) 9  1.6 

Other income

  435  108  327  302.8 

Interest:

             

Expense

  (17,258) (16,027) 1,231  7.7 

Amortization and write-off of deferred financing costs

  (904) (1,023) (119) (11.6)

Income before gain on sale of real estate, net

  14,394  16,515  (2,121) (12.8)

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

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


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

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

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

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

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

Interest expense:

             

Credit facility interest

 $590 $594 $(4) (.7)

Mortgage interest

  16,668  15,433  1,235  8.0 

Total

 $17,258 $16,027 $1,231  7.7 

    Credit facility interest

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

    Mortgage interest

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

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

Interest rate on mortgage debt

  4.61% 4.96% (.35)% (7.1)

Principal amount of mortgage debt

 $361,645 $310,991 $50,654  16.3 

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


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

    Gain on sale of real estate, net.

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

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

Gain on sale of real estate, net

 $10,087 $5,392 $4,695  87.1 

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

Liquidity and Capital Resources

Our sources of liquidity and capital include cash flow from operations, cash and cash equivalents, borrowings under our revolving credit facility, refinancing existing mortgage loans, obtaining mortgage loans secured by our unencumbered properties, issuance of our equity securities and property sales. In 2017,2019, we obtained $21.2$50.3 million of proceeds from mortgage financings, $5.6approximately $21.2 million of net proceeds (after giving effect to repayment of mortgage debt, non-controlling interests and debt prepayment costs) from property sales and $5.2 million of net proceeds from the sale of our common stock pursuant to our at-the-market equity offering program and $5.9 million from a fixed rent payment, which is deferred over the lease term, received from a ground lease tenant in connection with its obtaining supplemental mortgage financing. See Note 7 to our consolidated financial statements.program. Our available liquidity at March 5, 20182020 was approximately $102.8$67.7 million, including approximately $6.7$7.3 million of cash and cash equivalents (net of the credit facility'sfacility’s required $3.0 million deposit maintenance balance) and, subject to borrowing base requirements, up to $96.1$60.4 million available under our revolving credit facility.

    Liquidity and Financing

We expect to meet our (i) operating cash requirements (including debt service and dividends)anticipated dividend payments) principally from cash flow from operations and (ii) capital requirements of $4.2 million of building expansion and improvements at our property tenanted by L-3 located in Hauppauge, NY, from cash flow from operations, our available cash and cash equivalents, proceeds from the sale of our common stock and, to the extent permitted, our credit facility. We and our joint venture partner are also contemplating a significant redevelopmentre-developing the Manahawkin Property—we estimate that our share of our multi-tenant shopping center in Manahawkin, New Jersey—we anticipate that the capital expenditures that may be incurred ifrequired in connection with such property is redevelopedre-development will be funded by the foregoingrange from $12 million to $15 million. We are evaluating various sources as well as equity contributionsof funding for such expenditures including borrowings from us and our joint venture partner.


Table of Contentscredit facility.

The following table sets forth, as of December 31, 2017,2019, information with respect to our mortgage debt that is payable from January 20182020 through December 31, 20202022 (excluding the mortgage debt of our unconsolidated joint ventures):

(Dollars in thousands)
 2018 2019 2020 Total 

    

2020

    

2021

    

2022

    

Total

Amortization payments

 $10,188 $11,125 $11,901 $33,214 

$

13,530

$

14,500

$

14,544

$

42,574

Principal due at maturity

 10,260 3,485  13,745 

 

 

8,463

 

31,539

 

40,002

Total

 $20,448 $14,610 $11,901 $46,959 

$

13,530

$

22,963

$

46,083

$

82,576

At December 31, 2017, our2019, an unconsolidated joint venturesventure had a first mortgagesmortgage on four propertiesits property (i.e., the Manahawkin Property) with an outstanding balances aggregatingbalance of approximately $35.0$23.2 million, bearing interest at rates ranging from 3.49% to 5.81% (i.e., a 4.07% weighted average interest rate)4.0% per annum and maturing between 2018 and 2025 (i.e., a weighted average remaining term to maturity of 6.1 years).in July 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, extend or payoff the mortgage loans which mature in 20182020 through 2020.2022. We intend to repay the amounts not refinanced or extended from our existing funds and sources of funds, including our available cash, proceeds from the sale of our common stock and our credit facility (to the extent available).

We continually seek to refinance existing mortgage loans on terms we deem acceptable to generate additional liquidity. Additionally, in the normal course of our business, we sell properties when we determine that it is in our best interests, which also generates additional liquidity. Further, since 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.

39

Credit Facility

Subject to borrowing base requirements, we can borrow up to $100.0 million pursuant to our revolving credit facility which is available to us for the acquisition of commercial real estate, repayment of mortgage debt, property improvements and general working capitalrenovation and operating expense purposes; provided, that if used for property improvementsrenovation and working capitaloperating expense purposes, the amount outstanding for such purposes will not exceed the lesser of $15.0$30.0 million and 15%30% of the borrowing base subject to a cap of (i) $20.0 million for renovation expenses and if used(ii) $10.0 million for working capital purposes, will not exceed $10.0 million.operating expense purposes. The facility matures December 31, 20192022 and bears interest equal to the one month LIBOR rate plus the applicable margin. The applicable margin ranges from 175 basis points if our ratio of total debt to total value (as calculated pursuant to the facility) is equal to or less than 50%, increasing to a maximum of 300 basis points if such ratio is greater than 65%. The applicable margin was 200 and 175 basis points for 20162019 and 2017.2018. There is an unused facility fee of 0.25% per annum on the difference between the outstanding loan balance and $100.0 million. The credit facility requires the maintenance of $3.0 million in average deposit balances. For 2017,2019, the weighted average interest rate on the facility was approximately 2.87%4.03% and as of March 6, 2018,1, 2020, the rate on the facility was 3.33%.3.42%

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


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to, among other things, the minimum amount of tangible net worth, the minimum amount of debt service coverage, the minimum amount of fixed charge coverage, the maximum amount of debt to value, the minimum level of net income, certain investment limitations and the minimum value of unencumbered properties and the number of such properties. Net proceeds received from the sale, financing or refinancing of properties are generally required to be used to repay amounts outstanding under our credit facility. At December 31, 2017,2019, we were in compliance in all material respects with the covenants under this facility.

Contractual Obligations

The following sets forth our contractual obligations as of December 31, 2017:2019:

Payment due by period

    

Less than

    

    

    

More than

    

(Dollars in thousands)

1 Year

 3 Years

 5 Years

5 Years

Total

Contractual Obligations

  

  

  

  

  

Mortgages payable—interest and amortization

$

32,422

$

63,352

$

52,819

$

109,322

$

257,915

Mortgages payable—balances due at maturity

 

 

40,002

 

67,177

 

198,012

 

305,191

Credit facility(1)

 

 

11,450

 

 

 

11,450

Purchase obligations(2)

 

3,831

 

7,659

 

7,706

 

455

 

19,651

Total

$

36,253

$

122,463

$

122,702

$

307,789

$

594,207

(1)Represents the amount outstanding at December 31, 2019. We may borrow up to $100.0 million under such facility. The facility expires December 31, 2022.
(2)Assumes that $3.3 million will be payable annually during the next five years pursuant to the compensation and services agreement. Excludes an estimated $12 million to $15 million anticipated to be expended in connection with the re-development of the Manahawkin Property, which we expect will be completed in stages through 2022.
 
 Payment due by period 
(Dollars in thousands)
 Less than
1 Year
 1 - 3 Years 4 - 5 Years More than
5 Years
 Total 

Contractual Obligations

                

Mortgages payable—interest and amortization

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

Mortgages payable—balances due at maturity

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

Credit facility(1)

    9,400      9,400 

Purchase obligations(2)

  7,520  6,425  5,895    19,840 

Total

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

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

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

As of December 31, 2017,2019, we had $392.5$440.3 million of mortgage debt outstanding (excluding mortgage indebtednessdebt of our unconsolidated joint ventures), all of which is non-recourse (subject to standard carve-outs). We expect that mortgage interest and amortization payments (excluding repayments of principal at maturity) of approximately $80.2$95.8 million due through 20202022 will be paid primarily from cash generated from our operations. We anticipate that principal balances due at maturity through 20202022 of $13.7$40.0 million will be paid primarily from cash and cash equivalents and mortgage financings and refinancings. If we are unsuccessful in refinancing our existing indebtedness or financing our unencumbered properties, our cash flow, funds available under our credit facility and available cash, if any, may not be sufficient to repay all debt obligations when payments become due, and we may need to issue additional equity, obtain long or short-termshort- term debt, or dispose of properties on unfavorable terms.


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    Statement of Cash Flows

        The following discussion of our cash flows is based on the consolidated statements of cash flows and is not meant to be a comprehensive discussion of the changes in our cash flows for the years presented.

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

Cash flow provided by operating activities

 $44,557 $31,405 $34,484 

Cash flow used in investing activities

  (23,444) (80,911) (73,498)

Cash flow (used in) provided by financing activities

  (24,767) 54,190  31,406 

Net (decrease) increase in cash and cash equivalents

  (3,654) 4,684  (7,608)

Cash and cash equivalents at beginning of year

  17,420  12,736  20,344 

Cash and cash equivalents at end of year

 $13,766 $17,420 $12,736 

        Our principal source of operating cash flow is the net funds generated from the operation of our properties. Our properties provide a relatively consistent stream of cash flow that provides us with resources to pay operating expenses, debt service and fund quarterly dividend requirements.

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

        The increase in cash flow used in financing activities during 2017 compared to 2016 is due primarily to the net decrease of $65.6 million in financings/repayments of mortgages payable and to a lesser extent, the net increase of $7.7 million in repayments (net of proceeds from drawdowns) on the credit facility in 2017. The increase in cash flow used in financing activities also resulted from a $20.2 million decrease in net proceeds from the sale of our common stock in 2017.

    Cash Distribution Policy

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


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    Off-Balance Sheet Arrangements

We are not a party to any off-balance sheet arrangements other than with respect to a land parcelsparcel owned by us and located in Lakemoor, Illinois, Wheaton, Illinois and Beachwood, Ohio. These parcels areThis parcel is improved by a multi-family complexescomplex and we ground leased the parcelsparcel to the owner/operatorsoperator of such complexes. Thesecomplex. The ground leaseslease generated $3.7 million$783,000 of rental income, net, during 2017.2019. At December 31, 2017,2019, our maximum exposure to loss with respect to these propertiesthis property is $34.0$13.9 million, representing the carrying value of the land; our leasehold positions areposition is subordinate to an aggregate of $158.2$67.4 million of mortgage debt incurred by our tenants,tenant, the owner/operatorsoperator of the multi-family complexes. These owner/operators are affiliated with one another.complex. We do not believe that this type of off-balance sheet arrangement has been or will be material to our liquidity and capital resource positions. See Notes 4 – Other 2019 Developments – The Vue” and 7Note 6 to our consolidated financial statements for additional information regarding these arrangements.this arrangement.

    Critical Accounting Policies

Our significant accounting policies are more fully described in Note 2 to our consolidated financial statements included in this Annual Report on Form 10-K.statements. 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.

    Purchase Accounting for Acquisition of Real Estate

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 below-market leases and other value of in-place leases based in each case on their fair values. The fair value of the tangible assets of an acquired property (which includes land, building and building improvements) is determined by valuing the property as if it were vacant, and the "as-if-vacant"“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.

    41

    Revenues

    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'stenant’s payment history and the financial condition of the tenant. In the event that the collectability of an unbilled rent receivable is in doubt,unlikely, we are required to take a reserve against the receivable or a direct write-off of the receivable, which has an adverse effect on net income for the year in which the reserve or direct write-off is taken, and will decrease total assets and stockholders'stockholders’ equity.


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      Carrying Value of Real Estate Portfolio

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

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

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

    We use interest rate swaps to limit interest rate risk on variable rate mortgages. These swaps are used for hedging purposes-not for speculation. We do not enter into interest rate swaps for trading purposes. At December 31, 2017,2019, our aggregate liability in the event of the early termination of our swaps was $1.6$1.8 million.

    At December 31, 2017,2019, we had 3024 interest rate swap agreements outstanding (including two held by three of our unconsolidated joint ventures).outstanding. The fair market value of the interest rate swaps is dependent upon existing market interest rates and swap spreads, which change over time. As of December 31, 2017,2019, if there had been an increase of 100 basis points in forward interest rates, the fair market value of the interest rate swaps would have increased by approximately $7.5$4.1 million and the net unrealized gainloss on derivative instruments would have increaseddecreased by $7.5$4.1 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 $8.1$4.4 million and the net unrealized gainloss on derivative instruments would have decreasedincreased by $8.1$4.4 million. These changes would not have any impact on our net income or cash.

    Our variable 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.

    42

    Our variable rate credit facility is sensitive to interest rate changes. At December 31, 2017,2019, a 100 basis point increase of the interest rate on this facility would increase our related interest costs by approximately $94,000$115,000 per year and a 100 basis point decrease of the interest rate would decrease our related interest costs by approximately $94,000$115,000 per year.


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

    The following table sets forth our debt obligations by scheduled principal cash flow payments and maturity date, weighted average interest rates and estimated fair market value at December 31, 2017:2019:

    For the Year Ended December 31,

     

        

        

        

        

        

        

        

        

    Fair

     

    Market

     

    (Dollars in thousands)

    2020

    2021

    2022

    2023

    2024

    Thereafter

    Total

    Value

     

    Fixed rate:

     

      

     

      

     

      

     

      

     

      

     

      

     

      

     

      

    Long‑term debt

    $

    13,530

    $

    22,963

    $

    46,083

    $

    30,182

    $

    62,819

    $

    264,701

    $

    440,278

    $

    454,039

    Weighted average interest rate

     

    4.30

    %  

     

    4.25

    %  

     

    4.05

    %  

     

    4.36

    %  

     

    4.39

    %  

     

    4.17

    %  

     

    4.21

    %  

     

    3.72

    %

    Variable rate:

     

     

     

     

     

     

     

     

    Long‑term debt(1)

    $

    $

    $

    11,450

    $

    $

    $

    $

    11,450

    $

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

    Fixed rate:

                             

    Long-term debt

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

    Weighted average interest rate

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

    Variable rate:

                             

    Long-term debt(1)

       $9,400         $9,400   

    (1)
    Our credit facility matures on December 31, 2019 and bears interest at the 30 day LIBOR rate plus the applicable margin. The applicable margin varies based on the ratio of total debt to total value. See "Item 7. Management's Discussion and Analysis of Financial Conditions and Results of Operations—Liquidity and Capital Resources—Credit Facility."
    (1)Our credit facility matures on December 31, 2022 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.”

    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.

    Evaluation of Disclosure Controls and Procedures

    A review and evaluation was performed by our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"“Exchange Act”) as of the end of the period covered by this Annual Report on Form 10-K. Based on that review and evaluation, the CEO and CFO have concluded that our disclosure controls and procedures, as designed and implemented as of December 31, 2017,2019, were effective.

    Changes in Internal Controls over Financial Reporting

    There have been no changes in our internal controls over financial reporting, as defined in in Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act, that occurred during the three months ended December 31, 20172019 that materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

    Management's43

    Management’s Report on Internal Control Over Financial Reporting

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


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

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

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

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

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

    Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of our internal control over financial reporting as of December 31, 2017.2019. In making this assessment, our management used criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control—Integrated Framework (2013).

    Based on its assessment, our management concluded that, as of December 31, 2017,2019, our internal control over financial reporting was effective based on those criteria.

    Our independent registered public accounting firm, Ernst & Young LLP, have issued a report on management'smanagement’s assessment of the effectiveness of internal control over financial reporting. This report appears on page F-2 of this Annual Report on Form 10-K.

    Item 9B. Other Information.
    Information.

    See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Property Transactions Subsequent to December 31, 2019.”

    The following discussion supplements and updates the discussion (the "Prior Discussion") contained in our prospectus dated May 10, 2017 under the heading "Federal Income Tax Considerations" and supersedes the Prior Discussion to the extent the discussion below is inconsistent with the Prior Discussion. The Prior Discussion and the discussion below (collectively referred to as the "Tax Discussion") are subject to the qualifications set forth therein and below. The tax treatment of security holders will vary depending upon the holder's particular situation, and the Tax Discussion addresses only holders that hold securities as a capital asset and does not deal with all aspects of taxation that may be relevant to particular holders in light of their personal investment or tax circumstances. The Tax Discussion also does not deal with all aspects of taxation that may be relevant to certain types of holders, to which special provisions of the federal income tax laws apply, including:

      dealers in securities or currencies;

      traders in securities that elect to use a mark-to-market method of accounting for their securities holdings;

      banks and other financial institutions;

      tax-exempt organizations;

      certain insurance companies;

    dealers in securities or currencies;
    traders in securities that elect to use a mark-to-market method of accounting for their securities holdings;
    banks and other financial institutions;
    tax-exempt organizations;
    certain insurance companies;
    persons liable for the alternative minimum tax;

    44

    Table of Contents

      persons liable for the alternative minimum tax;

      persons that hold securities as a hedge against interest rate or currency risks or as part of a straddle or conversion transaction;

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

      holders whose functional currency is not the U.S. dollar.
    persons that hold securities as a hedge against interest rate or currency risks or as part of a straddle or conversion transaction;
    non-U.S. individuals and foreign corporations; and
    holders whose functional currency is not the U.S. dollar.

    The statements in the Tax Discussion are based on the Code, its legislative history, current and proposed regulations under the Code, published rulings and court decisions. This summary describes the provisions of these sources of law only as they are currently in effect. All of these sources of law may change at any time, and any change in the law may apply retroactively. We cannot assure you that new laws, interpretations of law or court decisions, any of which may take effect retroactively, will not cause any statement in this discussion to be inaccurate.

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

    PROSPECTIVE INVESTORS SHOULD CONSULT THEIR TAX ADVISORS REGARDING THE U.S. FEDERAL, STATE, LOCAL, FOREIGN AND OTHER TAX CONSEQUENCES OF THE ACQUISITION, OWNERSHIP, AND DISPOSITION OF OUR SECURITIES.

    Enactment of Tax Act

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

    Revised Individual Tax Rates and Deductions

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

    Pass-Through Business Income Tax Rate Lowered through Deduction

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


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

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

    45

    Net Operating Loss Modifications

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

    Limitations on Interest Deductibility

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

    Withholding Rate Reduced

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

    Information Reporting Requirements and Backup Withholding Tax

    The discussion under “Federal Income Tax Considerations — Information Reporting Requirements and Backup Withholding Tax” in 2018.our prospectus dated May 10, 2017 is hereby modified to reflect regulations proposed by the Treasury Department indicating its intent to eliminate the requirements under the HIRE Act of withholding on gross proceeds from the sale, exchange, maturity or other disposition of relevant financial instruments. The Treasury Department has indicated that taxpayers may rely on these proposed regulations pending their finalization.


    46


    PART III

    Item 10. Directors, Executive Officers and Corporate Governance.
    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 20182020 annual meeting of stockholders, to be filed with the SEC not later than April 30, 2018,29, 2020, and is incorporated herein by reference.


    EXECUTIVE OFFICERS

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

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

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

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

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

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

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

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


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

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

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

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

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

    Item 11. Executive Compensation.

    The information concerning our executive compensation required by this Item 11 shall be included in our proxy statement for our 20182020 annual meeting of stockholders, to be filed with the SEC not later than April 30, 2018,29, 2020, 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 20182020 annual meeting of stockholders, to be filed with the SEC not later than April 30, 201829, 2020 and is incorporated herein by reference.

    Equity Compensation Plan Information

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


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    table provides information as of December 31, 2017 about shares of our common stock that may be issued upon the exercise of options, warrants and rights under our 2016 Incentive Plan:

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

    Equity compensation plans approved by security holders

      76,250    533,750 

    Equity compensation plans not approved by security holders

           

    Total

      76,250    533,750 

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

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

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

    The information concerning certain relationships, related transactions and director independence required by this Item 13 shall be included in our proxy statement for our 20182020 annual meeting of stockholders, to be filed with the SEC not later than April 30, 201829, 2020 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 20182020 annual meeting of stockholders, to be filed with the SEC not later than April 30, 201829, 2020 and is incorporated herein by reference.


    47


    PART IV

    Item 15. Exhibits and Financial Statement Schedules.

    (a)
    Documents filed as part of this Report:

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

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

    Reports of Independent Registered Public Accounting Firm

    F-1 through F-3F-2

    Statements:

    Statements:

    Consolidated Balance Sheets

    F-4

    F-3

    Consolidated Statements of Income

    F-5

    F-4

    Consolidated Statements of Comprehensive Income

    F-6

    F-5

    Consolidated Statements of Changes in Equity

    F-7

    F-6

    Consolidated Statements of Cash Flows

    F-8 through F-9

    F-7

    Notes to Consolidated Financial Statements

    F-10

    F-9 through F-43F-36

      (2)
      Financial Statement Schedules:

    (2)Financial Statement Schedules:

    Schedule III—Real Estate and Accumulated Depreciation

    F-44

    F-37 through F-47F-40

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

    (b)
    Exhibits:

    (b)   Exhibits:

    1.1

    1.1

    Equity Offering Sales Agreement, dated May 10, 2017August 9, 2019 by and between One Liberty Properties, Inc., D.A. Davidson & Co. and Deutsche Bank Securities,B. Riley FBR, Inc. (incorporated by reference to Exhibit 1.1 to our Current Report on Form 8-K filed on May 10, 2017)August 9, 2019).

    3.1

    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

    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

    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

    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

    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

    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).

    4.1*



    Table of Contents

    48

    10.1

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

    10.2

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

    10.3*

    10.2

    *

    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 to our Current Report on Form 8-K filed on March 14, 2007).

    10.4*

    10.3

    *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 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2012).

    10.5*

    10.4

    *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).

    10.6*

    10.5

    *Form of Restricted Stock Award Agreement for awards granted in 2017 pursuant to the 2016 Incentive Plan (incorporated by reference to Exhibit 10.12 to our Annual Report on Form 10-K for the year ended December 31, 2016).

    10.7*

    10.6

    *Form of Performance Award Agreement for grants in 2017 pursuant to the 2016 Incentive Plan (incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2017).

    10.8*

    10.7

    *Form of Restricted Stock Award Agreement for awards granted in 2018 and 2019 pursuant to the 2016 Incentive Plan.Plan (incorporated by reference to Exhibit 10.7 of our Annual Report on Form 10-K for the year ended December 31, 2017).

    10.9*

    Form of Performance Award Agreement for grants in 2018 pursuant to the 2016 Incentive Plan (incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2018).

    10.10*

    21.1

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

    10.11*

    Form of Restricted Stock Award Agreement for awards granted in 2020 pursuant to the 2019 Incentive Plan.

    21.1

    Subsidiaries of the Registrant

    23.1

    23.1

    Consent of Ernst & Young LLP

    31.1

    31.1

    Certification of President and Chief Executive Officer

    31.2

    31.2

    Certification of Senior Vice President and Chief Financial Officer

    32.1

    32.1

    Certification of President and Chief Executive Officer

    32.2

    32.2

    Certification of Senior Vice President and Chief Financial Officer

    101

    The following financial statements, notes and schedule from the One Liberty Properties, Inc. Annual Report on Form 10-K for the year ended December 31, 2019 filed on March 16, 2020, formatted in Inline XBRL: (i) Consolidated Balance Sheets; (ii) Consolidated Statements of Income; (iii) Consolidated Statements of Comprehensive Income; (iv) Consolidated Statements of Changes in Equity; (v) Consolidated Statements of Cash Flows; (vi) Notes to the Consolidated Financial Statements; and (vii) Schedule III – Consolidated Real Estate and Accumulated Depreciation.

    104

    101.INS

    Cover Page Interactive Data File (the cover page XBRL Instance Document

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


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    *

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

    Indicates a management contract or compensatory plan or arrangement.


    *
    Indicates a management contract or compensatory plan or arrangement.

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

    49

    Item 16. Form 10-K Summary

    Not applicable.


    50

    SIGNATURES


    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.

    March 14, 201816, 2020

    ONE LIBERTY PROPERTIES, INC.




    By:


    By:


    /s/ PATRICK J. CALLAN, JR.


    Patrick J. Callan, Jr.

    President and Chief Executive Officer

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

    Signature
    Title
    Date





    Signature

    Title

    Date

    /s/ MATTHEW J. GOULD


    Matthew J. Gould

    Chairman of the Board of Directors

    March 14, 201816, 2020


    /s/ FREDRIC H. GOULD


    Fredric H. Gould



    Vice Chairman of the Board of Directors



    March 14, 201816, 2020


    /s/ PATRICK J. CALLAN, JR.


    Patrick J. Callan, Jr.



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



    March 14, 201816, 2020


    /s/ CHARLES BIEDERMAN


    Charles Biederman



    Director



    March 14, 201816, 2020


    /s/ JOSEPH A. DELUCA


    Joseph A. DeLuca



    Director



    March 14, 201816, 2020


    /s/ JEFFREY A. GOULD


    Jeffrey A. Gould



    Director



    March 14, 201816, 2020


    /s/ LOUIS P. KAROL

    Louis P. Karol



    Director



    March 14, 2018


    /s/ J. ROBERT LOVEJOY


    J. Robert Lovejoy



    Director



    March 14, 2018


    Table of Contents16, 2020

    Signature
    Title
    Date





    /s/ LEOR SIRI


    Leor Siri

    Director

    March 14, 201816, 2020


    /s/ KAREN A. TILL

    Karen A. Till

    Director

    March 16, 2020

    51

    Signature

    Title

    Date

    /s/ EUGENE I. ZURIFF


    Eugene I. Zuriff



    Director



    March 14, 201816, 2020


    /s/ DAVID W. KALISH


    David W. Kalish



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



    March 14, 201816, 2020


    David W. Kalish

    /s/ KAREN DUNLEAVY


    Karen Dunleavy



    Senior Vice President, Financial (Principal
    (Principal
    Accounting Officer)



    March 14, 201816, 2020

    Karen Dunleavy


    52


    Report of Independent Registered Public Accounting Firm

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

    Opinion on the Financial Statements

    We have audited the accompanying consolidated balance sheets of One Liberty Properties, Inc. and subsidiaries (the Company) as of December 31, 20172019 and 2016,2018, the related consolidated statements of income, comprehensive income, changes in equity and cash flows for each of the three years in the period ended December 31, 2017,2019, and the related notes and financial statement schedule listed in the Index at Item 15(a)(2) (collectively referred to as the "consolidated“consolidated financial statements"statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 20172019 and 2016,2018, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2017,2019, in conformity with U.S. generally accepted accounting principles.

    We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company'sCompany’s internal control over financial reporting as of December 31, 2017,2019, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated March 14, 201816, 2020 expressed an unqualified opinion thereon.

    Adoption of ASU No. 2016-02

    As discussed in Note 3 to the consolidated financial statements, the Company changed its method of accounting for leases in 2019 due to the adoption of ASU No. 2016-02, Leases (Topic 842), and the related amendments.

    Basis for Opinion

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

    We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

    /s/ Ernst & Young LLP

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

    New York, New York

    March 14, 201816, 2020


    F-1


    Report of Independent Registered Public Accounting Firm

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

    Opinion on Internal Control over Financial Reporting

    We have audited One Liberty Properties, Inc. and subsidiaries'subsidiaries’ internal control over financial reporting as of December 31, 2017,2019, 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). In our opinion, One Liberty Properties, Inc. and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2017,2019, based on the COSO criteria.

    We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the 2017 consolidated financialbalance sheets of the Company as of December 31, 2019 and 2018, the related consolidated statements of income, comprehensive income, changes in equity and cash flows for each of the Companythree years in the period ended December 31, 2019, and the related notes and financial statement schedule listed in the Index at Item 15(a)(2) and our report dated March 14, 201816, 2020 expressed an unqualified opinion thereon.

    Basis for Opinion

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

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

    Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control 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.

    Definition and Limitations of Internal Control Over Financial Reporting

    A company'scompany’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'scompany’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'scompany’s assets that could have a material effect on the financial statements.


    Table of Contents

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

    /s/ Ernst & Young LLP

    New York, New York

    March 14, 201816, 2020


    F-2


    ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

    Consolidated Balance Sheets

    (Amounts in Thousands, Except Par Value)

    December 31, 

        

    2019

        

    2018

    ASSETS

    Real estate investments, at cost

    Land

    $

    195,320

    $

    204,162

    Buildings and improvements

     

    640,517

     

    624,981

    Total real estate investments, at cost

     

    835,837

     

    829,143

    Less accumulated depreciation

     

    135,302

     

    123,684

    Real estate investments, net

     

    700,535

     

    705,459

    Investment in unconsolidated joint ventures

     

    11,061

     

    10,857

    Cash and cash equivalents

     

    11,034

     

    15,204

    Restricted cash

    1,106

    Unbilled rent receivable

     

    15,037

     

    13,722

    Unamortized intangible lease assets, net

     

    26,068

     

    26,541

    Escrow, deposits, and other assets and receivables

     

    10,894

     

    8,023

    Total assets(1)

    $

    774,629

    $

    780,912

    LIABILITIES AND EQUITY

    Liabilities:

    Mortgages payable, net of $4,438 and $4,298 of deferred financing costs, respectively

    $

    435,840

    $

    418,798

    Line of credit, net of $619 and $312 of deferred financing costs, respectively

    10,831

     

    29,688

    Dividends payable

    8,966

     

    8,724

    Accrued expenses and other liabilities

    14,587

     

    11,094

    Unamortized intangible lease liabilities, net

    12,421

     

    14,013

    Total liabilities(1)

    482,645

     

    482,317

    Commitments and contingencies

     

     

    Equity:

    One Liberty Properties, Inc. stockholders’ equity:

    Preferred stock, $1 par value; 12,500 shares authorized; NaN issued

     

     

    Common stock, $1 par value; 25,000 shares authorized; 19,251 and 18,736 shares issued and outstanding

     

    19,251

     

    18,736

    Paid-in capital

     

    301,517

     

    287,250

    Accumulated other comprehensive (loss) income

     

    (1,623)

     

    1,890

    Distributions in excess of net income

     

    (28,382)

     

    (10,730)

    Total One Liberty Properties, Inc. stockholders’ equity

     

    290,763

     

    297,146

    Non-controlling interests in consolidated joint ventures(1)

     

    1,221

     

    1,449

    Total equity

     

    291,984

     

    298,595

    Total liabilities and equity

    $

    774,629

    $

    780,912

    (1)The Company’s consolidated balance sheets include assets and liabilities of consolidated variable interest entities (“VIEs”). See Note 6. The consolidated balance sheets include the following amounts related to the Company’s consolidated VIEs: $12,158 and $14,722 of land, $24,223 and $27,642 of building and improvements, net of $4,334 and $4,119 of accumulated depreciation, $3,696 and $3,931 of other assets included in other line items, $24,199 and $26,850 of real estate debt, net, $1,153 and $2,455 of other liabilities included in other line items, and $1,221 and $1,449 of non-controlling interests as of December 31, 2019 and 2018, respectively.
     
     December 31, 
     
     2017 2016 

    ASSETS

     

    Real estate investments, at cost

           

    Land

     $209,320 $211,432 

    Buildings and improvements

      566,007  536,633 

    Total real estate investments, at cost

      775,327  748,065 

    Less accumulated depreciation

      108,953  96,852 

    Real estate investments, net

      666,374  651,213 

    Investment in unconsolidated joint ventures

      
    10,723
      
    10,833
     

    Cash and cash equivalents

      13,766  17,420 

    Restricted cash

      443  643 

    Unbilled rent receivable

      14,125  13,797 

    Unamortized intangible lease assets, net

      30,525  32,645 

    Escrow, deposits and other assets and receivables

      6,630  6,894 

    Total assets(1)

     $742,586 $733,445 

    LIABILITIES AND EQUITY

     

    Liabilities:

           

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

     $393,157 $394,898 

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

      8,776  9,064 

    Dividends payable

      8,493  7,806 

    Accrued expenses and other liabilities

      16,107  10,470 

    Unamortized intangible lease liabilities, net

      17,551  19,280 

    Total liabilities(1)

      444,084  441,518 

    Commitments and contingencies

           

    Equity:

      
     
      
     
     

    One Liberty Properties, Inc. stockholders' equity:

           

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

         

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

      18,261  17,600 

    Paid-in capital

      275,087  262,511 

    Accumulated other comprehensive income (loss)

      155  (1,479)

    Accumulated undistributed net income

      3,257  11,501 

    Total One Liberty Properties, Inc. stockholders' equity

      296,760  290,133 

    Non-controlling interests in consolidated joint ventures(1)

      1,742  1,794 

    Total equity

      298,502  291,927 

    Total liabilities and equity

     $742,586 $733,445 

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

    See accompanying notes.


    F-3


    ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

    Consolidated Statements of Income

    (Amounts in Thousands, Except Per Share Data)

     
     Year Ended December 31, 
     
     2017 2016 2015 

    Revenues:

              

    Rental income, net

     $68,244 $64,164 $58,973 

    Tenant reimbursements

      7,672  6,424  3,852 

    Lease termination fees

          2,886 

    Total revenues

      75,916  70,588  65,711 

    Operating expenses:

              

    Depreciation and amortization

      20,993  18,164  16,384 

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

      11,279  10,693  9,527 

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

      10,736  8,931  6,047 

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

        596  449 

    Federal excise and state taxes

      481  203  343 

    Leasehold rent

      308  308  308 

    Impairment loss

      153     

    Total operating expenses

      43,950  38,895  33,058 

    Operating income

      31,966  31,693  32,653 

    Other income and expenses:

              

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

      826  1,005  412 

    Purchase price fair value adjustment

       ��  960 

    Prepayment costs on debt

        (577) (568)

    Other income

      407  435  108 

    Interest:

              

    Expense

      (17,810) (17,258) (16,027)

    Amortization and write-off of deferred financing costs

      (977) (904) (1,023)

    Income before gain on sale of real estate, net

      14,412  14,394  16,515 

    Gain on sale of real estate, net

      9,837  10,087  5,392 

    Net income

      24,249  24,481  21,907 

    Net income attributable to non-controlling interests

      (102) (59) (1,390)

    Net income attributable to One Liberty Properties, Inc. 

     $24,147 $24,422 $20,517 

    Weighted average number of common shares outstanding:

              

    Basic

      17,944  16,768  15,971 

    Diluted

      18,047  16,882  16,079 

    Per common share attributable to common stockholders:

              

    Basic

     $1.29 $1.40 $1.23 

    Diluted

     $1.28 $1.39 $1.22 
    ���

    Year Ended December 31, 

        

    2019

        

    2018

        

    2017

    Revenues:

        

        

        

    Rental income, net

    $

    83,786

    $

    78,754

    $

    75,916

    Lease termination fees

    950

    372

    Total revenues

    84,736

    79,126

    75,916

    Operating expenses:

    Depreciation and amortization

     

    22,026

     

    24,155

     

    20,993

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

     

    12,442

     

    11,937

     

    11,279

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

     

    14,074

     

    11,596

     

    11,044

    State taxes

     

    348

     

    370

     

    481

    Impairment loss

    153

    Total operating expenses

     

    48,890

     

    48,058

     

    43,950

    Other operating income

    Gain on sale of real estate, net

    4,327

    5,262

    9,837

    Operating income

     

    40,173

     

    36,330

     

    41,803

    Other income and expenses:

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

     

    16

     

    1,304

     

    826

    Equity in earnings from sale of unconsolidated joint venture properties

    2,057

    Prepayment costs on debt

    (827)

    (201)

    Other income

    8

    720

    407

    Interest:

    Expense

     

    (19,831)

     

    (17,862)

     

    (17,609)

    Amortization and write-off of deferred financing costs

     

    (995)

     

    (985)

     

    (977)

    Net income

     

    18,544

     

    21,564

     

    24,249

    Net income attributable to non-controlling interests

    (533)

     

    (899)

     

    (102)

    Net income attributable to One Liberty Properties, Inc.

    $

    18,011

    $

    20,665

    $

    24,147

    Weighted average number of common shares outstanding:

    Basic

    19,090

     

    18,575

     

    17,944

    Diluted

    19,119

     

    18,588

     

    18,047

    Per common share attributable to common stockholders:

    Basic

    $

    .88

    $

    1.05

    $

    1.29

    Diluted

    $

    .88

    $

    1.05

    $

    1.28

    See accompanying notes.


    F-4


    ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

    Consolidated Statements of Comprehensive Income

    (Amounts in Thousands)

     
     Year Ended December 31, 
     
     2017 2016 2015 

    Net income

     $24,249 $24,481 $21,907 

    Other comprehensive gain (loss)

              

    Net unrealized gain on available-for-sale securities

          3 

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

        (27)  

    Net unrealized gain (loss) on derivative instruments

      1,565  2,879  (1,168)

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

      76  64  (1)

    Other comprehensive gain (loss)

      1,641  2,916  (1,166)

    Comprehensive income

      
    25,890
      
    27,397
      
    20,741
     

    Net income attributable to non-controlling interests

      (102) (59) (1,390)

    Adjustment for derivative instruments attributable to non-controlling interests

      (7) (5) 29 

    Comprehensive income attributable to One Liberty Properties, Inc. 

     $25,781 $27,333 $19,380 

    Year Ended December 31, 

        

    2019

        

    2018

        

    2017

    Net income

    $

    18,544

    $

    21,564

    $

    24,249

    Other comprehensive (loss) gain

    Net unrealized (loss) gain on derivative instruments

    (3,522)

     

    2,170

     

    1,565

    Reclassification of net realized gain on derivative instrument included in net income

    (398)

    Reclassification of One Liberty Properties, Inc.’s share of joint venture net realized gain on derivative instrument included in net income

    (110)

    One Liberty Properties, Inc.’s share of joint ventures’ net unrealized gain on derivative instruments

     

    76

     

    76

    Other comprehensive (loss) gain

    (3,522)

     

    1,738

     

    1,641

    Comprehensive income

    15,022

     

    23,302

     

    25,890

    Net income attributable to non-controlling interests

    (533)

     

    (899)

     

    (102)

    Adjustment for derivative instruments attributable to non-controlling interests

    9

     

    (3)

     

    (7)

    Comprehensive income attributable to One Liberty Properties, Inc.

    $

    14,498

    $

    22,400

    $

    25,781

    See accompanying notes.


    F-5


    ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

    Consolidated Statements of Changes in Equity

    For the Three Years Ended December 31, 2017

    2019

    (Amounts in Thousands, Except Per Share Data)

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

    Balances, December 31, 2014

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

    Distributions—common stock

                       

    Cash—$1.58 per share

            (26,178)   (26,178)

    Shares issued through equity offering program—net

      295  6,162        6,457 

    Restricted stock vesting

      72  (72)        

    Shares issued through dividend reinvestment plan

      197  4,087        4,284 

    Contributions from non-controlling interests

              713  713 

    Distributions to non-controlling interests

              (1,829) (1,829)

    Compensation expense—restricted stock

        2,334        2,334 

    Net income

            20,517  1,390  21,907 

    Other comprehensive (loss) income

          (1,195)   29  (1,166)

    Balances, December 31, 2015

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

    Distributions—common stock

                       

    Cash—$1.66 per share

            (29,136)   (29,136)

    Shares issued through equity offering program—net

      1,080  24,707        25,787 

    Restricted stock vesting

      86  (86)        

    Shares issued through dividend reinvestment plan

      142  2,965        3,107 

    Contribution from non-controlling interests

              80  80 

    Distributions to non-controlling interests

              (271) (271)

    Purchase of non-controlling interest

        (436)     (10) (446)

    Compensation expense—restricted stock

        2,983        2,983 

    Net income

            24,422  59  24,481 

    Other comprehensive income

          2,911    5  2,916 

    Balances, December 31, 2016

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

    Distributions—common stock

                       

    Cash—$1.74 per share

            (32,391)   (32,391)

    Shares issued through equity offering program—net

      231  5,339        5,570 

    Restricted stock vesting

      232  (232)        

    Shares issued through dividend reinvestment plan

      198  4,336        4,534 

    Contribution from non-controlling interest

              20  20 

    Distributions to non-controlling interests

              (181) (181)

    Compensation expense—restricted stock

        3,133        3,133 

    Net income

            24,147  102  24,249 

    Other comprehensive income

          1,634    7  1,641 

    Balances, December 31, 2017

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

        

        

        

        

    Accumulated

        

    Non

        

    Undistributed

    Controlling

    Accumulated

    Net Income

    Interests in

    Other

    (Distributions

    Consolidated

    Common

    Paid-in

    Comprehensive

     in Excess of

     Joint

    Stock

    Capital

    Income (Loss)

     Net Income)

    Ventures

    Total

    Balances, December 31, 2016

    $

    17,600

    $

    262,511

    $

    (1,479)

    $

    11,501

    $

    1,794

    $

    291,927

    Distributions—common stock

    Cash — $1.74 per share

     

    (32,391)

    (32,391)

    Shares issued through equity offering program—net

     

    231

    5,339

    5,570

    Restricted stock vesting

     

    232

    (232)

    Shares issued through dividend reinvestment plan

     

    198

    4,336

    4,534

    Contribution from non-controlling interest

     

    20

    20

    Distributions to non-controlling interests

     

    (181)

    (181)

    Compensation expense—restricted stock

    3,133

    3,133

    Net income

     

    24,147

    102

    24,249

    Other comprehensive income

     

     

     

    1,634

     

     

    7

    1,641

    Balances, December 31, 2017

     

    18,261

    275,087

    155

    3,257

    1,742

    298,502

    Distributions—common stock

    Cash — $1.80 per share

     

    (34,652)

    (34,652)

    Shares issued through equity offering program—net

     

    126

    3,012

    3,138

    Restricted stock vesting

     

    106

    (106)

    Shares issued through dividend reinvestment plan

     

    243

    5,747

    5,990

    Distributions to non-controlling interests

     

    (1,195)

    (1,195)

    Compensation expense—restricted stock

     

    3,510

    3,510

    Net income

     

    20,665

    899

    21,564

    Other comprehensive income

     

    1,735

    3

    1,738

    Balances, December 31, 2018

    18,736

    287,250

    1,890

    (10,730)

    1,449

    298,595

    Distributions—common stock

    Cash — $1.80 per share

    (35,663)

    (35,663)

    Shares issued through equity offering program—net

     

    180

    5,020

    5,200

    Restricted stock vesting

     

    115

    (115)

    Shares issued through dividend reinvestment plan

     

    220

    5,492

    5,712

    Distributions to non-controlling interests

    (752)

    (752)

    Compensation expense—restricted stock

     

    3,870

    3,870

    Net income

     

    18,011

    533

    18,544

    Other comprehensive loss

     

    (3,513)

    (9)

    (3,522)

    Balances, December 31, 2019

    $

    19,251

    $

    301,517

    $

    (1,623)

    $

    (28,382)

    $

    1,221

    $

    291,984

    See accompanying notes.


    F-6


    ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

    Consolidated Statements of Cash Flows

    (Amounts in Thousands)

    Year Ended December 31, 

        

    2019

        

    2018

        

    2017

    Cash flows from operating activities:

    Net income

    $

    18,544

    $

    21,564

    $

    24,249

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

    Gain on sale of real estate, net

    (4,327)

    (5,262)

    (9,837)

    Impairment loss

    153

    Increase in unbilled rent receivable

     

    (1,547)

     

    (1,156)

     

    (794)

    Write-off of unbilled rent receivable

    585

    1,514

    362

    Bad debt expense

    684

    291

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

     

    (914)

     

    (1,849)

     

    (897)

    Amortization of restricted stock expense

     

    3,870

     

    3,510

     

    3,133

    Equity in earnings of unconsolidated joint ventures

     

    (16)

     

    (1,304)

     

    (826)

    Equity in earnings from sale of of unconsolidated joint venture properties

    (2,057)

    Distributions of earnings from unconsolidated joint ventures

     

    97

     

    2,341

     

    656

    Depreciation and amortization

     

    22,026

     

    24,155

     

    20,993

    Amortization and write-off of deferred financing costs

     

    995

     

    985

     

    977

    Payment of leasing commissions

    (523)

    (442)

    (168)

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

     

    129

     

    (1,183)

     

    252

    (Decrease) increase in accrued expenses and other liabilities

     

    (2,687)

     

    1,146

     

    5,885

    Net cash provided by operating activities

     

    36,232

     

    42,646

     

    44,429

    Cash flows from investing activities:

    Purchase of real estate

     

    (49,887)

     

    (80,290)

     

    (43,537)

    Improvements to real estate

     

    (3,514)

     

    (7,311)

     

    (6,565)

    Net proceeds from sale of real estate

     

    40,761

     

    27,088

     

    26,301

    Contributions of capital to unconsolidated joint venture

    (296)

    Distributions of capital from unconsolidated joint ventures

    11

    852

    357

    Net cash used in investing activities

     

    (12,925)

     

    (59,661)

     

    (23,444)

    Cash flows from financing activities:

    Scheduled amortization payments of mortgages payable

     

    (13,158)

     

    (11,081)

     

    (10,520)

    Repayment of mortgages payable

     

    (19,970)

     

    (24,502)

     

    (12,936)

    Proceeds from mortgage financings

     

    50,310

     

    61,733

     

    21,210

    Proceeds from sale of common stock, net

     

    5,200

     

    3,138

     

    5,570

    Proceeds from bank line of credit

     

    54,550

     

    74,500

     

    47,000

    Repayment on bank line of credit

     

    (73,100)

     

    (53,900)

     

    (47,600)

    Issuance of shares through dividend reinvestment plan

     

    5,712

     

    5,990

     

    4,534

    Payment of financing costs

     

    (1,443)

     

    (1,182)

     

    (160)

    Capital contributions from non-controlling interests

     

     

     

    20

    Distributions to non-controlling interests

     

    (752)

     

    (1,195)

     

    (181)

    Cash distributions to common stockholders

     

    (35,421)

     

    (34,421)

     

    (31,704)

    Net cash (used in) provided by financing activities

     

    (28,072)

     

    19,080

     

    (24,767)

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

     

    (4,765)

     

    2,065

     

    (3,782)

    Cash, cash equivalents and restricted cash at beginning of year

     

    16,733

     

    14,668

     

    18,450

    Cash, cash equivalents and restricted cash at end of year

    $

    11,968

    $

    16,733

    $

    14,668

    Supplemental disclosures of cash flow information:

    Cash paid during the year for interest expense

    $

    19,976

    $

    17,783

    $

    17,777

    Supplemental schedule of non-cash investing activities:

    Right of use assets and related lease liabilities

    $

    5,027

    $

    $

    Purchase accounting allocation—intangible lease assets

     

    4,245

     

    4,435

     

    4,009

    Purchase accounting allocation—intangible lease liabilities

     

    (915)

     

    (2,508)

     

    (158)

    (Continued on next page)

    F-7

     
     Year Ended December 31, 
     
     2017 2016 2015 

    Cash flows from operating activities:

              

    Net income

     $24,249 $24,481 $21,907 

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

              

    Gain on sale of real estate, net

      (9,837) (10,087) (5,392)

    Purchase price fair value adjustment

          (960)

    Gain on sale of available-for-sale securities

        (27)  

    Impairment loss

      153     

    Prepayment costs on debt

        577  568 

    Increase in unbilled rent receivable

      (794) (2,286) (1,448)

    Write-off of unbilled rent receivable

      362  7  566 

    Bad debt expense

      291  98   

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

      (897) (712) (723)

    Amortization of restricted stock expense

      3,133  2,983  2,334 

    Equity in earnings of unconsolidated joint ventures

      (826) (1,005) (412)

    Distributions of earnings from unconsolidated joint ventures

      656  939  540 

    Depreciation and amortization

      20,993  18,164  16,384 

    Amortization and write-off of deferred financing costs

      977  904  1,023 

    Payment of leasing commissions

      (168) (1,050) (716)

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

      179  (731) 197 

    Increase (decrease) in accrued expenses and other liabilities

      6,086  (850) 616 

    Net cash provided by operating activities

      44,557  31,405  34,484 

    Cash flows from investing activities:

              

    Purchase of real estate

      (43,537) (118,589) (67,445)

    Improvements to real estate

      (6,565) (4,868) (3,868)

    Net proceeds from sale of real estate

      26,301  42,312  16,025 

    Purchase of partner's interest in consolidated joint venture

        (446)  

    Purchase of partner's interest in unconsolidated joint venture

          (6,300)

    Investment in unconsolidated joint ventures

          (12,686)

    Distributions of capital from unconsolidated joint ventures

      357  647  776 

    Net proceeds from sale of available-for-sale securities

        33   

    Net cash used in investing activities

      (23,444) (80,911) (73,498)

    Cash flows from financing activities:

              

    Scheduled amortization payments of mortgages payable

      (10,520) (9,138) (7,793)

    Repayment of mortgages payable

      (12,936) (63,726) (27,967)

    Proceeds from mortgage financings

      21,210  137,628  79,605 

    Proceeds from sale of common stock, net

      5,570  25,787  6,457 

    Proceeds from bank line of credit

      47,000  86,000  45,400 

    Repayment on bank line of credit

      (47,600) (94,250) (40,400)

    Issuance of shares through dividend reinvestment plan

      4,534  3,107  4,284 

    Payment of financing costs

      (160) (2,220) (897)

    Prepayment costs on debt

        (577) (568)

    Capital contributions from non-controlling interests

      20  80  713 

    Distributions to non-controlling interests

      (181) (271) (1,829)

    Cash distributions to common stockholders

      (31,704) (28,230) (25,599)

    Net cash (used in) provided by financing activities

      (24,767) 54,190  31,406 

    Net (decrease) increase in cash and cash equivalents

      (3,654) 4,684  (7,608)

    Cash and cash equivalents at beginning of year

      17,420  12,736  20,344 

    Cash and cash equivalents at end of year

     $13,766 $17,420 $12,736 

    ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

    Consolidated Statements of Cash Flows (Continued)

    (Amounts in Thousands)

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

    December 31, 

        

    2019

        

    2018

    Cash and cash equivalents

    $

    11,034

    $

    15,204

    Restricted cash

     

    1,106

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

    934

     

    423

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

    $

    11,968

    $

    16,733

    Amounts included in restricted cash in 2018 represent the cash reserve balance received from owner/operators at two of the Company’s ground leased properties (as discussed in Note 6). Restricted cash included in escrow, deposits and other assets and receivables represent amounts related to real estate tax and other reserve escrows required to be held by lenders in accordance with the Company’s mortgage agreements. The restriction on these escrow reserves will lapse when the related mortgage is repaid.

    See accompanying notes.


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    ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

    Consolidated Statements of Cash Flows (Continued)

    (Amounts in Thousands)

     
     Year Ended December 31, 
     
     2017 2016 2015 

    Supplemental disclosures of cash flow information:

              

    Cash paid during the year for interest expense

     $17,777 $17,310 $15,986 

    Cash paid during the year for Federal excise tax, net

        190  300 

    Supplemental schedule of non-cash investing and financing activities:

      
     
      
     
      
     
     

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

     $ $ $1,466 

    Consolidation of real estate investment

          2,633 

    Purchase accounting allocation—intangible lease assets

      4,009  8,194  5,776 

    Purchase accounting allocation—intangible lease liabilities

      (158) (6,288) (5,365)

    See accompanying notes.


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    ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

    Notes to Consolidated Financial Statements

    December 31, 2017
    2019

    NOTE 1—ORGANIZATION AND BACKGROUND

    One Liberty Properties, Inc. ("OLP"(“OLP”) was incorporated in 1982 in Maryland. OLP is a self-administered and self-managed real estate investment trust ("REIT").trust. OLP acquires, owns and manages a geographically diversified portfolio consisting primarily of industrial, retail, (including furniture stores and supermarkets), restaurant, health and fitness, and theater properties, many of which are subject to long-term net leases. As of December 31, 2017,2019, OLP owns 119126 properties, including six4 properties owned by consolidated joint ventures and five4 properties owned by unconsolidated joint ventures. The 119126 properties are located in 30 states.31states.

    NOTE 2—SIGNIFICANT ACCOUNTING POLICIES

    Principles of Consolidation

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

    Investment in Joint Ventures and Variable Interest Entities

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

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

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


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    ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

    Notes to Consolidated Financial Statements (Continued)

    December 31, 2017

    NOTE 2—SIGNIFICANT ACCOUNTING POLICIES (Continued)

    ventures. As a result, noneNaN of these joint ventures are VIEs. In addition, the Company shares power with its co-managing members over these entities, and therefore the entities are not consolidated. These investments are recorded initially at cost, as investments in unconsolidated joint ventures, and subsequently adjusted for their share of equity in earnings, cash contributions and distributions. NoneNaN of the joint venture debt is recourse to the Company, subject to standard carve-outs.

    F-9

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    ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

    Notes to Consolidated Financial Statements (Continued)

    December 31, 2019

    NOTE 2—SIGNIFICANT ACCOUNTING POLICIES (Continued)

    The Company periodically reviews on a quarterly basis its investments in unconsolidated joint ventures for other-than-temporary losses in investment value. Any decline that is not expected to be recovered based on the underlying assets of the investment is considered other than temporary and an impairment charge is recorded as a reduction in the carrying value of the investment.

    During the three years ended December 31, 2017,2019, there were no0 impairment charges related to the Company'sCompany’s investments in unconsolidated joint ventures.

    The Company has elected to follow the cumulative earnings approach when assessing, for the consolidated statement of cash flows, whether the distribution from the investee is a return of the investor'sinvestor’s investment as compared to a return on its investment. The source of the cash generated by the investee to fund the distribution is not a factor in the analysis (that is, it does not matter whether the cash was generated through investee refinancing, sale of assets or operating results). Consequently, the investor only considers the relationship between the cash received from the investee to its equity in the undistributed earnings of the investee, on a cumulative basis, in assessing whether the distribution from the investee is a return on or a return of its investment. Cash received from the unconsolidated entity is presumed to be a return on the investment to the extent that, on a cumulative basis, distributions received by the investor are less than its share of the equity in the undistributed earnings of the entity.

    Use of Estimates

    The preparation of the consolidated financial statements in conformity with U.S. generally accepted accounting principles ("GAAP"(“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'sCompany’s consolidated financial condition and results of operations, in that they require management'smanagement’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'sCompany’s real estate portfolio, including investments in unconsolidated joint ventures. Management believes its estimates and assumptions related to these significant accounting policies are appropriate under the circumstances; however, should future events or occurrences result in unanticipated consequences, there could be a material impact on the Company'sCompany’s future consolidated financial condition or results of operations.

    Revenue Recognition

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


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    ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

    Notes to Consolidated Financial Statements (Continued)

    December 31, 2017

    NOTE 2—SIGNIFICANT ACCOUNTING POLICIES (Continued)

    lease. In determining, in its judgment, that the unbilled rent receivable applicable to each specific property is collectible, management reviews unbilled rent receivables on a quarterly basis and takes into consideration the tenant'stenant’s payment history and financial condition. Some of the leases provide for increases based on the Consumer Price Index andor 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. CertainA ground leases providelease provides for rent which can be deferred and paid based on the operating performance of the property; therefore, this rent is recognized as rental income when the operating performance is achieved and the rent is received.

    F-10

    Table of Contents

    ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

    Notes to Consolidated Financial Statements (Continued)

    December 31, 2019

    NOTE 2—SIGNIFICANT ACCOUNTING POLICIES (Continued)

    Many of the Company'sCompany’s properties are subject to long-term net leases under which the tenant is typically responsible to pay directly to the vendor the real estate taxes, insurance, utilities and ordinary maintenance and repairs related to the property, and the Company is not the primary obligor with respect to such items. As a result, the revenue and expenses relating to these properties are recorded on a net basis. For certain properties, in addition to contractual base rent, the tenants pay their pro rata share of real estate taxes and operating expenses to the Company. The income and expenses associated with these properties at which the Company is the primary obligor are generally recorded on a gross basis when the Company is the primary obligor.basis. During 2017, 20162019, 2018 and 2015,2017, the Company recorded reimbursements of expenses of $7,672,000, $6,424,000$10,443,000, $8,456,000 and $3,852,000,$7,672,000, respectively, which are reported as Tenant reimbursementspart of Rental income, net in the accompanying consolidated statements of income.

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

    Fair Value Measurements

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

    Purchase Accounting for Acquisition of Real Estate

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


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    ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

    Notes to Consolidated Financial Statements (Continued)

    December 31, 2017

    NOTE 2—SIGNIFICANT ACCOUNTING POLICIES (Continued)

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

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

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

    F-11

    Table of Contents

    ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

    Notes to Consolidated Financial Statements (Continued)

    December 31, 2019

    NOTE 2—SIGNIFICANT ACCOUNTING POLICIES (Continued)

    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'smanagement’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'sCompany’s experience and the relevant facts and circumstances at the time of the acquisitions. The values of above-market leases are amortized as a reduction to rental income over the terms of the respective non-cancellable lease periods. The portion of the values of below-market leases are amortized as an increase to rental income over the terms of the respective non-cancellable lease periods. The portion of the values of the leases associated with below-market renewal options that management deemed are likelyreasonably certain to be exercised by the tenant are amortized to rental income over such renewal periods. The value of other intangible assets (i.e., origination costs) is recorded to amortization expense over the remaining terms of the respective leases. If a lease were to beis 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 3836 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, property inspection reports and any current communication with the tenant,


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    ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

    Notes to Consolidated Financial Statements (Continued)

    December 31, 2017

    NOTE 2—SIGNIFICANT ACCOUNTING POLICIES (Continued)

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

    Properties Held-for-Sale

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

    CashCash and Cash Equivalents

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

    Escrows

    Real estate taxes, insurance and other escrows aggregating $460,000$934,000 and $387,000$423,000 at December 31, 20172019 and 2016,2018, respectively, are included in Escrow, deposits and other assets and receivables.

    F-12

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    ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

    Notes to Consolidated Financial Statements (Continued)

    December 31, 2019

    NOTE 2—SIGNIFICANT ACCOUNTING POLICIES (Continued)

    Depreciation and Amortization

    Depreciation of buildings is computed on the straight-line method over an estimated useful life of 40 years.years. Depreciation of building improvements is computed on the straight-line method over the estimated useful life of the improvements. If the Company determines it is the owner of tenant improvements, the amounts funded to construct the tenant improvements are treated as a capital asset and depreciated over the lesser of the remaining lease term or the estimated useful life of the improvements on the straight-line method. Leasehold interest and the related ground lease payments are amortized over the initial lease term of the leasehold position. Depreciation expense (including amortization of a leasehold position, lease origination costs, and capitalized leasing commissions) was $22,026,000, $24,155,000 and $20,993,000, $18,164,000during 2019, 2018 and $16,384,000 during 2017, 2016 and 2015, respectively.

    Deferred Financing Costs

    Mortgage and credit line costs are deferred and amortized on a straight-line basis over the terms of the respective debt obligations, which approximates the effective interest method. At December 31, 20172019 and 2016,2018, accumulated amortization of such costs was $2,804,000$3,799,000 and $2,090,000,$3,246,000, respectively. The


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    ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

    Notes to Consolidated Financial Statements (Continued)

    December 31, 2017

    NOTE 2—SIGNIFICANT ACCOUNTING POLICIES (Continued)

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

    Income Taxes

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

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

    Concentration of Credit Risk

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

    The Company'sCompany’s properties are located in 3031 states. During 2019, 2018 and 2017, 20169.2%, 9.3% and 2015, 13.2%, 12.9% and 13.0% of total revenues, respectively, were attributable to real estate investments located in Texas which is the only state in which real estate investments contributed more than 10% to the Company'sCompany’s total revenues.revenues in any of the past three years.

            NoNaN tenant contributed over 10% to the Company'sCompany’s total revenues during 2017, 20162019, 2018 and 2015.2017.

    Segment Reporting

    Substantially all of the Company'sCompany’s real estate assets, at acquisition, are comprised of real estate owned that is leased to tenants on a long-term basis. Therefore, the Company aggregates real estate assets for reporting purposes and operates in one1 reportable segment.

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    ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

    Notes to Consolidated Financial Statements (Continued)

    December 31, 2019

    NOTE 2—SIGNIFICANT ACCOUNTING POLICIES (Continued)

    Stock Based Compensation

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


    Table of Contentsaward to the recipient.


    ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

    Notes to Consolidated Financial Statements (Continued)

    December 31, 2017

    NOTE 2—SIGNIFICANT ACCOUNTING POLICIES (Continued)

    Derivatives and Hedging Activities

    The Company'sCompany’s objective in using interest rate swaps is to add stability to interest expense. The Company does not use derivatives for trading or speculative purposes.

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

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

    Allowance for Doubtful AccountsCollectability of Lease Payments

            The Company maintainsPrior to the adoption of ASC 842, the Company’s policy was to maintain an allowance for doubtful accounts for estimated losses resulting from the inability of a tenant to make required rent and otherlease payments. If the financial condition of a specific tenant were to deteriorate, adversely impacting its ability to make payments, additional allowances may bean allowance would have been required. The Company recorded bad debt expense as a reduction of rental income. During 2018 and 2017, the Company recorded bad debt expense of $684,000 and $291,000, respectively, related to lease payments from tenants that filed Chapter 11 bankruptcy protection. Subsequent to the adoption of ASC 842, any changes to the collectability of lease payments is recognized as a current period adjustment to rental revenue (see Note 3).

    Reclassifications

    F-14

    Table of Contents

    ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

    Notes to Consolidated Financial Statements (Continued)

    December 31, 2019

    NOTE 2—SIGNIFICANT ACCOUNTING POLICIES (Continued)

    Reclassifications

    Certain amounts previously reported in the consolidated financial statements have been reclassified in the accompanying consolidated financial statements to conform to the current year'syear’s presentation. Such reclassifications primarily relate to change the presentation of Gain on sale of real estate, net on the consolidated statement of operationsincome for the years ended December 31, 20162018 and 2015. The Company has included2017 of (i) rental income, net, due to the adoption of a caption for Income before gain on sale of real estate, net, to present gains and losses on sales of properties in accordance with the Securities and Exchange Commission Rule 3-15(a) of Regulation S-X. The change was made for the years ended December 31, 2016 and 2015 because, as prescribed by ASC 360-10-45-5, such gains from sale of real estate were notnew lease accounting pronouncement (see Note 3), (ii) leasehold rent being included as a componentpart of Operating income. Such change was determined to be immaterial to the consolidated financial statements.


    Table of ContentsReal estate expenses and (iii) prepayment costs on debt being presented separately from mortgage interest expense.


    ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

    Notes to Consolidated Financial Statements (Continued)

    December 31, 2017

    NOTE 2—SIGNIFICANT ACCOUNTING POLICIES (Continued)

    New Accounting Pronouncements

    In August 2017,2018, the FASB issued ASU No. 2017-12,2018-13, DerivativesFair Value Measurement (Topic 820), Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement, which eliminates, adds and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities, which amends the presentation andmodifies certain disclosure requirements for hedge accounting and changes how companies assess hedge effectiveness. This ASUfair value measurements as part of its disclosure framework project. The guidance is intended to more closely align hedge accounting with companies' risk management strategies, simplify the application of hedge accounting, and increase transparency as to the scope and results of hedging programs. The effective date of the standard will befor fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018, and2019. An entity is permitted to early adoption is permitted.adopt either the entire standard or only the provisions that eliminate or modify requirements. The Company is evaluating the new guidance to determine if, and to the extent, it will impact the Company’s consolidated financial statements.

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

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

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

            In February 2016, the FASB issued ASU No. 2016-02,Leases, which amends the existing accounting standards for lease accounting, including requiring lessees to recognize most leases on their balance sheets and making targeted changes to lessor accounting. The effective date of the standard


    Table of Contents


    ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

    Notes to Consolidated Financial Statements (Continued)

    December 31, 2017

    NOTE 2—SIGNIFICANT ACCOUNTING POLICIES (Continued)

    will be fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018, and early adoption is permitted. The new leases standard requires a modified retrospective transition approach for all leases existing at, or entered into after, the date of initial application, with an option to use certain transition relief. The Company is currently evaluating this new standard. The Company anticipates adopting this guidance effective as of January 1, 2019 and will apply the modified retrospective approach.

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

            The New Revenue Recognition Standards are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017.2019. Early adoption is permitted but not before annual periods beginning after December 15, 2016.2018. The Company anticipates adoptinghas evaluated the New Revenue Recognition Standards effectivenew guidance and does not expect the adoption to have any significant effect on its consolidated financial statements.

    NOTE 3—LEASES

    As of January 1, 2019, the Company adopted ASU No. 2016-02, Leases, ASU No. 2018-11, Leases (Topic 842), Targeted Improvements, and ASU No. 2018-10, Codification Improvements to Topic 842, Leases, using the modified retrospective approach and elected the package of practical expedients that allows an entity to not reassess (i) whether any expired or existing contracts are or contain leases, (ii) lease classification for any expired or existing leases and (iii) initial direct costs for any expired or existing leases. Upon adoption, there was 0 cumulative-effect adjustment to retained earnings as of January 1, 2018, and applying the cumulative-effect adoption method. 2019.

    Lessor Accounting

    The Company has evaluated its revenue streams, and as they are primarily related to leasing activitiesowns rental properties which are scoped outleased to tenants under operating leases with current expirations ranging from 2020 to 2055, with options to extend or terminate the lease. Revenues from such leases are reported as Rental income, net and are comprised of (i) lease components, which includes fixed and variable lease payments and (ii) non-lease components which includes reimbursements of property level operating expenses. The Company adopted the practical expedient offered in ASU No. 2018-11 which allows lessors to not separate non-lease components from the related lease components, as the timing and pattern of transfer are the same, and account for the combined component in accordance with ASC 842.

    Fixed lease revenues represent the base rent that each tenant is required to pay in accordance with the terms of their respective leases reported on a straight-line basis over the non-cancelable term of the New Revenue Recognition Standards,lease. Variable lease revenues include payments based on (i) tenant reimbursements, (ii) changes in the index or market-based indices after the inception of the lease, (iii) percentage rents or (iv) the operating performance of the property. Variable lease revenues are not recognized until the specific events that trigger the variable payments have occurred.

    F-15

    Table of Contents

    ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

    Notes to Consolidated Financial Statements (Continued)

    December 31, 2019

    NOTE 3—LEASES (Continued)

    The components of lease revenues are as follows (amounts in thousands):

    Year Ended December 31, 

        

    2019

        

    2018

        

    2017

    Fixed lease revenues

    $

    70,788

    $

    65,042

        

    $

    63,425

    Variable lease revenues

     

    12,084

     

    11,863

     

    11,594

    Lease revenues (a)

     

    $

    82,872

    $

    76,905

    $

    75,019

    (a)

    Excludes $914, $1,849 and $897 of amortization related to lease intangible assets and liabilities for 2019, 2018, and 2017, respectively.

    In many of the Company's leases, the tenant is obligated to pay the real estate taxes, insurance, and certain other expenses directly to the vendor. These obligations, which have been assumed by the tenants, are not reflected in our consolidated financial statements. To the extent any such tenant defaults on its lease or if it has determinedis deemed probable that the tenant will fail to pay for such obligations, a liability for such obligations would be recorded.

    As a lessor, the adoption of such standards willASU No. 2016-02, and the related accounting guidance did not have a material impact on the consolidated financial statements. As a result of the adoption, the Company added $10,443,000, $8,456,000, and $7,672,000 from its Tenant reimbursements line item to Rental income, net, on its consolidated statements of income for the years ended December 31, 2019, 2018 and there will2017, respectively.

    Minimum Future Rents

    As of December 31, 2019, under ASC 842, the minimum future contractual rents to be no cumulative translation adjustments upon adoption.received on non-cancellable operating leases are included in the table below (amounts in thousands). The minimum future contractual rents do not include (i) straight-line rent or amortization of intangibles and (ii) variable lease payments as described above.

    For the year ended December 31,

        

    2020

     

    $

    70,252

    2021

     

    69,586

    2022

     

    60,988

    2023

     

    52,217

    2024

     

    43,585

    Thereafter

     

    176,622

    Total

    $

    473,250

    As of December 31, 2018, under ASC 840, the minimum future contractual rents to be received on non-cancellable operating leases were as follows (amounts in thousands):

    For the year ended December 31,

        

    2019

    $

    66,959

    2020

     

    66,691

    2021

     

    65,130

    2022

     

    56,444

    2023

     

    47,644

    Thereafter

     

    208,923

    Total

    $

    511,791


    F-16

    Table of Contents


    ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

    Notes to Consolidated Financial Statements (Continued)

    December 31, 20172019

    NOTE 3—EARNINGS PER COMMON SHARELEASES (Continued)

            Basic earnings per share was determinedUnbilled Straight-Line Rent

    At December 31, 2019 and 2018, the Company’s unbilled rent receivables aggregating $15,037,000 and $13,722,000, 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 16 years.

    During 2019, 2018 and 2017, the Company wrote off $182,000, $45,000 and $105,000, respectively, of unbilled straight-line rent receivable related to the properties sold during such years, which reduced the gain on sale reported on the consolidated statements of income.

    At December 31, 2019 and 2018, the Company’s unbilled rent payables aggregating $662,000 and $0, respectively, represent rent reported on a straight-line basis less than rental payments required under the respective leases. The unbilled rent payable is to be billed and received pursuant to the lease terms during the next 22 years.

    On a quarterly basis, the Company assesses the collectability of substantially all lease payments due under its leases, including unbilled rent receivable balances, by dividing netreviewing the tenant’s payment history and financial condition. Changes to such collectability is recognized as a current period adjustment to rental revenue. During 2019, 2018 and 2017, due to uncertainty with respect to the collection of unbilled rent receivables related to certain tenants with going concern or bankruptcy issues, the Company wrote off, as a reduction to rent income, allocable to common stockholders for each year$548,000, $1,440,000 and $362,000, respectively, of unbilled rent receivables. The Company has assessed the collectability of all other lease payments as probable as of December 31, 2019.

    Lease Termination Fees

    During 2019, the Company received an aggregate of $950,000 as lease termination fees from 2 retail tenants in lease buy-out transactions. In connection with one of these transactions, the Company wrote-off $37,000 of unbilled rent receivable against rental income.

    During 2018, the Company received $372,000 as a lease termination fee from a retail tenant in a lease buy-out transaction. In connection with this transaction, the Company recorded $804,000 as rental income, representing the write-off of the $878,000 balance of the unamortized intangible lease liability, offset in part by the weighted average numberwrite-off of sharesthe $74,000 balance of common stock outstandingthe unbilled rent receivable.

    Lessee Accounting

    Ground Lease

    The Company is a lessee under a ground lease in Greensboro, North Carolina, which is classified as an operating lease. The ground lease expires March 3, 2025 and provides for up to 4, 5-year renewal options and 1 seven-month renewal option. On January 1, 2019, upon adoption of ASC 842, the Company recorded a $4,381,000 liability for the obligation to make payments under the lease and a $4,381,000 asset for the right to use the underlying asset during the applicable year. Net income is also allocatedlease term which were included in other liabilities and other assets, respectively, on the consolidated balance sheet. Lease payments associated with renewal option periods that the Company determined were reasonably certain to be exercised are included in the unvested restricted stock outstanding during each year,measurement of the lease liability and right of use asset. The Company applied a discount rate of 4.75%, based on its incremental borrowing rate given the term of the lease, as the restricted stock is entitled to receive dividends and is therefore considered a participating security. Unvested restricted stockrate implicit in the lease is not allocated net losses; such amounts are allocated entirely to the common stockholders, other than the holders of unvested restricted stock.known. As of December 31, 2017,2019, the sharesremaining lease term is 10.2 years. During the year ended December 31, 2019, the Company recognized $525,000 of common stock underlyinglease expense related to this ground lease which is included in Real estate expenses on the restricted stock units awarded under the 2016 Incentive Plan are excluded from the basic earnings per share calculation, as these units are not participating securities. The restricted stock units issued pursuant to the 2009 and 2016 Incentive Plans are referred to as "RSUs".

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

            See Note 13 for information regarding the Company's equity incentive plans.F-17

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

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

    2009 Incentive Plan

      200,000  (a) 114,000  108,000 

    2016 Incentive Plan

      76,250  71,478(b)    

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

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

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


    Table of Contents


    ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

    Notes to Consolidated Financial Statements (Continued)

    December 31, 20172019

    NOTE 3—EARNINGS PER COMMON SHARELEASES (Continued)

    Office Lease

    The following tableCompany is a lessee under a corporate office lease in Great Neck, New York, which is classified as an operating lease. The lease expires on December 31, 2031 and provides a reconciliation5-year renewal option. As a result of the numeratoradoption of ASC 842, the Company recorded a $646,000 liability for the obligation to make payments under the lease and denominatora $646,000 asset for the right to use the underlying asset during the lease term which were included in other liability and other assets, respectively, on the consolidated balance sheet. Lease payments associated with the renewal option period, which was determined to be reasonably certain to be exercised, are included in the measurement of earnings per share calculations (amountsthe lease liability and right of use asset. The Company applied a discount rate of 3.81%, based on its incremental borrowing rate given the term of the lease, as the rate implicit in thousands, except per share amounts):

     
     Year Ended December 31, 
     
     2017 2016 2015 

    Numerator for basic and diluted earnings per share:

              

    Net income

     $24,249 $24,481 $21,907 

    Less net income attributable to non-controlling interests

      (102) (59) (1,390)

    Less earnings allocated to unvested restricted stock(a)

      (1,072) (999) (852)

    Net income available for common stockholders: basic and diluted

     $23,075 $23,423 $19,665 

    Denominator for basic earnings per share:

      
     
      
     
      
     
     

    Weighted average number of common shares

      17,944  16,768  15,971 

    Effect of diluted securities:

              

    RSUs

      103  114  108 

    Denominator for diluted earnings per share:

              

    Weighted average number of shares

      18,047  16,882  16,079 

    Earnings per common share, basic

     $1.29 $1.40 $1.23 

    Earnings per common share, diluted

     $1.28 $1.39 $1.22 

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

     $24,147 $24,422 $20,517 

    (a)
    Represents an allocationthe lease is not known. As of distributed earningsDecember 31, 2019, the remaining lease term is 17.0 years. During the year ended December 31, 2019, the Company recognized $54,000 of lease expense related to unvested restricted stockthis office lease which is included in General and administrative expenses on the consolidated statement of income.

    Minimum Future Lease Payments

    As of December 31, 2019, under ASC 842, the minimum future lease payments related to the operating ground and office leases are as participating securities, are entitled to receive dividends.

    NOTE 4—REAL ESTATE INVESTMENTS AND MINIMUM FUTURE RENTALS

    Real Estate Acquisitions

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

    For the year ended December 31,

        

    2020

    $

    510

    2021

     

    511

    2022

     

    506

    2023

     

    507

    2024

     

    557

    Thereafter

     

    3,741

    Total undiscounted cash flows

     

    6,332

    Present value discount

     

    (1,529)

    Lease liability

    $

    4,803

    As of December 31, 2018, under ASC 840, the minimum future lease payments related to the operating ground and office leases were as follows (amounts in thousands):

    For the year ended December 31,

        

    2019

    $

    454

    2020

     

    127

    2021

     

    47

    2022

     

    2023

     

    Thereafter

     

    Total

    $

    628

    F-18

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

    Forbo industrial facility,
    Huntersville, North Carolina

     May 25, 2017 $8,700 Cash and $5,190 mortgage(b) $72 

    Saddle Creek Logistics industrial facility,
    Pittston, Pennsylvania

     June 9, 2017  11,750 All cash(c)  199 

    Corporate Woods industrial facility,
    Ankeny, Iowa

     June 20, 2017  14,700 All cash(d)  29 

    Dufresne Spencer Group industrial facility,
    Memphis, Tennessee

     October 10, 2017  8,000 All cash  87 

    Totals for 2017

       $43,150   $387 

    Table of Contents


    ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

    Notes to Consolidated Financial Statements (Continued)

    December 31, 20172019

    NOTE 4—REAL ESTATE INVESTMENTS AND MINIMUM FUTURE RENTALS (Continued)

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

    Multi-tenant industrial facility,
    Greenville, South Carolina

     March 30, 2016 $8,100 All cash $80 

    Multi-tenant industrial facility,
    Greenville, South Carolina

     March 30, 2016  8,950 All cash  81 

    Toro distribution facility,
    El Paso, Texas

     June 3, 2016  23,695 All cash  72 

    4 Advanced Auto retail stores,
    Ohio

     June 16, 2016  6,523 Cash and $4,300 mortgage(b)  80 

    Land—The Briarbrook Village Apartments,
    Wheaton, Illinois

     August 2, 2016  10,530 All cash  (f)

    Burlington Coat and Micro Center retail stores,
    St. Louis Park, Minnesota

     August 12, 2016  14,150 All cash  74 

    Land—The Vue Apartments,
    Beachwood, Ohio

     August 16, 2016  13,896 All cash  (g)

    Famous Footwear distribution facility,
    Lebanon, Tennessee

     September 1, 2016  32,734 Cash and $21,288 mortgage(b)  195 

    Other costs(h)

            14 

    Totals for 2016

       $118,578   $596 

    (a)
    Transaction

    The following charts detail the Company’s real estate acquisitions during 2019 and 2018 (amounts in thousands). The Company determined that with respect to each of these acquisitions, the gross assets acquired are concentrated in a single identifiable asset. Therefore, these transactions do not meet the definition of a business and are accounted for as asset acquisitions. As such, direct transaction costs incurredassociated with these asset acquisitions were capitalized.

    (b)
    The new mortgage debt was obtained simultaneously with the acquisition of the property.

    (c)
    In August 2017, the Company obtained new mortgage debt of $7,200.

    (d)
    In July 2017, the Company obtained new mortgage debt of $8,820.

    (e)
    Included as an expense in Realhave been capitalized to real estate acquisition costs in the accompanying consolidated statement of income.

    (f)
    Transaction costs aggregating $6 incurred with this asset acquisition were capitalized.

    (g)
    Transaction costs aggregating $5 incurred with this asset acquisition were capitalized.

    (h)
    Costs incurred for properties purchased in the previous year.
    assets and depreciated over their respective useful lives.

    Date

    Contract

    Terms of

    Capitalized

    Description of Property

        

    Acquired

        

    Purchase Price

        

    Payment

        

    Transaction Costs

    Zwanenberg Food Group/Metro Carpets industrial facility,

    Nashville, Tennessee

    May 30, 2019

    $

    8,000

    All cash (a)

    $

    77

    Echo, Inc. industrial facility,

    Wauconda, Illinois

    May 30, 2019

    3,800

    All cash

    26

    Betz Mechanical Supply/Steve Davis Sales industrial facility,

    Bensalem, Pennsylvania

    June 18, 2019

    6,200

    All cash (a)

    168

    International Flora Technologies industrial facility,

    Chandler, Arizona

    June 26, 2019

    8,650

    All cash (a)

    64

    Nissan North America industrial facility,

    LaGrange, Georgia

    July 24, 2019

    5,200

    All cash (a)

    72

    Continental Hydraulics industrial facility,

    Shakopee, Minnesota

    September 13, 2019

    8,000

    All cash (a)

    62

    Cosentino industrial facility,

    Rincon, Georgia

    October 3, 2019

    6,400

    All cash (a)

    121

    The Door Mill industrial facility,

    Chandler, Arizona

    October 23, 2019

    3,000

    All cash

    47

    Totals for 2019

    $

    49,250

    $

    637

    Date

    Contract

    Terms of

    Capitalized

    Description of Property

        

    Acquired

        

    Purchase Price

        

    Payment

        

    Transaction Costs

    Campania International/U.S. Tape industrial facility,

    Pennsburg, Pennsylvania

    March 28, 2018

    $

    12,675

     

    All cash (b)

    $

    226

    Plymouth Industries industrial facility, 

    Plymouth, Minnesota

    June 7, 2018

     

    5,500

     

    All cash (b)

    50

    Applied Control industrial facility,

    Englewood, Colorado

    October 19, 2018

     

    12,800

     

    All cash (a)

    62

    Xerimis industrial facility, 

    Moorestown, New Jersey

    November 1, 2018

     

    7,350

     

    All cash (b)

    147

    Multi-tenant industrial facility, 

    Moorestown, New Jersey

    November 28, 2018

     

    13,498

     

    All cash (a)

     

    110

    Men’s Warehouse industrial facility, 

    Bakersfield, California

    December 6, 2018

     

    10,850

     

    All cash

    63

    Dufresne Spencer Group industrial facility, 

    Green Park, Missouri

    December 11, 2018

     

    10,000

     

    All cash (a)

     

    63

    Transcendia industrial facility, 

    Greenville, South Carolina

    December 21, 2018

     

    6,830

     

    All cash

    66

    Totals for 2018

    $

    79,503

    $

    787

    (a)In 2019, the Company obtained new mortgage debt aggregating $50,310 which bears interest at rates ranging from 3.68% to 4.90% and mature between April 2024 and December 2033.
    (b)In 2018, the Company obtained new mortgage debt aggregating $15,563 which bears interest at rates ranging from 4.46% to 4.65% and mature between December 2028 and October 2033.

    F-19

    Table of Contents


    ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

    Notes to Consolidated Financial Statements (Continued)

    December 31, 20172019

    NOTE 4—REAL ESTATE INVESTMENTS AND MINIMUM FUTURE RENTALS (Continued)

    The following charts detail the allocation of the purchase price for the Company'sCompany’s acquisitions of real estate during 20172019 and 20162018 (amounts in thousands):

     
      
      
      
     Intangible Lease  
     
     
      
      
     Building
    Improvements
      
     
    Description of Property
     Land Building Asset Liability Total 

    Forbo industrial facility,

                       

    Huntersville, North Carolina

     $1,046 $6,452 $222 $1,052 $ $8,772 

    Saddle Creek Logistics industrial facility,

                       

    Pittston, Pennsylvania

      999  9,675  247  1,028    11,949 

    Corporate Woods industrial facility,

                       

    Ankeny, Iowa

      1,351  11,420  187  1,929  (158) 14,729 

    Dufresne Spencer Group industrial facility,

                       

    Memphis, Tennessee

      135  7,750  202      8,087 

    Totals for 2017

     $3,531 $35,297 $858 $4,009 $(158)$43,537 

    Multi-tenant industrial facility,

                       

    Greenville, South Carolina

     $693 $6,718 $175 $514 $ $8,100 

    Multi-tenant industrial facility,

                       

    Greenville, South Carolina

      528  7,893  181  441  (93) 8,950 

    Toro distribution facility,

                       

    El Paso, Texas

      3,691  17,525  379  2,100    23,695 

    4 Advanced Auto retail stores,

                       

    Ohio

      653  5,012  189  912  (243) 6,523 

    Land—The Briarbrook Village Apartments,

                       

    Wheaton, Illinois

      10,536          10,536 

    Burlington Coat and Micro Center retail stores,

                       

    St. Louis Park, Minnesota

      3,388  12,632  456  651  (2,977) 14,150 

    Land—The Vue Apartments,

                       

    Beachwood, Ohio

      13,901          13,901 

    Famous Footwear distribution facility,

                       

    Lebanon, Tennessee

      2,094  29,436  603  3,576  (2,975) 32,734 

    Totals for 2016

     $35,484 $79,216 $1,983 $8,194 $(6,288)$118,589 

    Building &

    Intangible Lease

    Description of Property

        

    Land

        

    Improvements

        

    Asset

        

    Liability

        

    Total

    Zwanenberg Food Group/Metro Carpets industrial facility,

    Nashville, Tennessee

    $

    1,058

    $

    6,350

    $

    750

    $

    (81)

    $

    8,077

    Echo, Inc. industrial facility,

    Wauconda, Illinois

    67

    3,424

    339

    (4)

    3,826

    Betz Mechanical Supply/Steve Davis Sales industrial facility,

    Bensalem, Pennsylvania

    1,602

    4,322

    664

    (220)

    6,368

    International Flora Technologies industrial facility,

    Chandler, Arizona

    1,335

    7,379

    8,714

    Nissan North America industrial facility,

    LaGrange, Georgia

    297

    4,499

    627

    (151)

    5,272

    Continental Hydraulics industrial facility,

    Shakopee, Minnesota

    1,877

    5,462

    944

    (221)

    8,062

    Cosentino industrial facility,

    Rincon, Georgia

    61

    5,969

    667

    (176)

    6,521

    The Door Mill industrial facility,

    Chandler, Arizona

    1,164

    1,691

    254

    (62)

    3,047

    Totals for 2019

    $

    7,461

    $

    39,096

    $

    4,245

    $

    (915)

    $

    49,887

    Building &

    Intangible Lease

    Description of Property

        

    Land

        

    Improvements

        

    Asset

        

    Liability

        

    Total

    Campania International/U.S. Tape industrial facility,

    Pennsburg, Pennsylvania

    $

    1,776

    $

    11,125

    $

    $

    $

    12,901

    Plymouth Industries industrial facility,

    Plymouth, Minnesota

    1,121

    4,429

    5,550

    Applied Control industrial facility,

    Englewood, Colorado

    1,562

    11,300

    12,862

    Xerimis industrial facility,

    Moorestown, New Jersey

    1,822

    5,056

    707

    (88)

    7,497

    Multi-tenant industrial facility,

    Moorestown, New Jersey

    1,443

    10,898

    1,469

    (202)

    13,608

    Men’s Warehouse industrial facility,

    Bakersfield, California

    1,988

    9,996

    1,127

    (2,198)

    10,913

    Dufresne Spencer Group industrial facility,

    Green Park, Missouri

    1,420

    7,833

    810

    10,063

    Transcendia industrial facility,

    Greenville, South Carolina

    186

    6,407

    322

    (19)

    6,896

    Totals for 2018

    $

    11,318

    $

    67,044

    $

    4,435

    $

    (2,507)

    $

    80,290

    As of December 31, 2017,2019, the weighted average amortization period for the 20172019 acquisitions is 6.87.6 years and 12.29.8 years for the intangible lease assets and intangible lease liabilities, respectively. As of December 31, 2016,2018, the weighted average amortization period for the 20162018 acquisitions is 9.36.8 years and 13.011.4 years for the intangible lease assets and intangible lease liabilities, respectively. The Company assessed the fair value of the lease intangibles based on estimated cash flow projections that utilize appropriate discount rates and available market information. Such inputs are Level 3 (as defined in Note 2) in the fair value hierarchy.

    At December 31, 20172019 and 2016,2018, accumulated amortization of intangible lease assets was $17,542,000$19,904,000 and $16,074,000,$16,503,000, respectively, and accumulated amortization of intangible lease liabilities was $7,849,000$7,502,000 and $6,386,000,$7,378,000, respectively.


    F-20

    Table of Contents


    ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

    Notes to Consolidated Financial Statements (Continued)

    December 31, 20172019

    NOTE 4—REAL ESTATE INVESTMENTS AND MINIMUM FUTURE RENTALS (Continued)

    During 2017, 20162019, 2018 and 2015,2017, the Company recognized net rental income of $897,000, $712,000$914,000, $1,849,000 and $723,000,$897,000, respectively, for the amortization of the above/below market leases. During 2017, 20162019, 2018 and 2015,2017, the Company recognized amortization expense of $4,984,000, $3,612,000$4,039,000, $7,175,000 and $3,467,000,$4,984,000, respectively, relating to the amortization of the origination costs associated with in-placein place leases, which is included in Depreciation and amortization expense. Included in Depreciation and amortization expense during 2018 and 2017 are write-offs of origination costs of $2,743,000 and $884,000, respectively, related to 4 properties at which the tenant filed Chapter 11 bankruptcy.

    The unamortized balance of intangible lease assets as a result of acquired above market leases at December 31, 20172019 will be deducted from rental income through 2032 as follows (amounts in thousands):

    2018

     $748 

    2019

      646 

    2020

      620 

    2021

      614 

    2022

      448 

    Thereafter

      1,217 

    Total

     $4,293 

    2020

        

    $

    654

    2021

     

    647

    2022

     

    481

    2023

     

    288

    2024

     

    218

    Thereafter

     

    741

    Total

    $

    3,029

    The unamortized balance of intangible lease liabilities as a result of acquired below market leases at December 31, 20172019 will be added to rental income through 2055 as follows (amounts in thousands):

    2018

     $1,794 

    2019

      1,781 

    2020

      1,629 

    2021

      1,593 

    2022

      1,468 

    Thereafter

      9,286 

    Total

     $17,551 

    2020

        

    $

    1,385

    2021

     

    1,335

    2022

     

    1,224

    2023

     

    984

    2024

     

    709

    Thereafter

     

    6,784

    Total

    $

    12,421

    The unamortized balance of origination costs associated with in-place leases at December 31, 20172019 will be charged to amortization expense through 2055 as follows (amounts in thousands):

    2020

        

    $

    4,157

    2021

     

    4,035

    2022

     

    3,577

    2023

     

    2,937

    2024

     

    1,845

    Thereafter

     

    6,488

    Total

    $

    23,039

    Property Acquisitions Subsequent to December 31, 2019

    On February 20, 2020, the Company acquired an industrial property located in Ashland, Virginia for $9,100,000. The initial term of the lease expires in 2034.

    On February 24, 2020, the Company acquired an industrial property located in Lowell, Arkansas for $19,150,000. The initial term of the lease expires in 2027.

    F-21

    2018

     $4,056 

    2019

      3,669 

    2020

      3,435 

    2021

      3,168 

    2022

      2,672 

    Thereafter

      9,232 

    Total

     $26,232 

    Table of Contents


    ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

    Notes to Consolidated Financial Statements (Continued)

    December 31, 20172019

    NOTE 5—SALES OF PROPERTIES

    NOTE 4—REAL ESTATE INVESTMENTS AND MINIMUM FUTURE RENTALS (Continued)

    Minimum Future Rents

    The rental properties owned at December 31,following chart details the Company’s sales of real estate during 2019, 2018 and 2017 are leased under operating leases with current expirations ranging from 2018 to 2037, with certain tenant renewal rights.

            The minimum future contractual rents do not include (i) straight-line rent or amortization of intangibles and (ii) rental income which can be deferred under the Company's ground leases on the basis of the respective property's operating performance. Such rents were $3,623,000, $2,379,000 and $1,458,000 during 2017, 2016 and 2015, respectively.

            The minimum future contractual rents to be received over the next five years and thereafter on non-cancellable operating leases in effect at December 31, 2017 are as follows (amounts in thousands):

        

        

        

    Gross

    Gain (Loss) on Sale of

    Description of Property

    Date Sold

    Sales Price

    Real Estate, Net

    Kmart retail property,

    Clemmons, North Carolina

    June 20, 2019

    $

    5,500

    $

    1,099

    (a)

    Multi-tenant retail property,

    Athens, Georgia

    August 23, 2019

    6,050

    1,045

    (b)

    Land - The Briarbrook Village Apartments,

    Wheaton, Illinois

    August 29, 2019

    12,066

    1,530

    Aaron's retail property,

    Houston, Texas

    October 21, 2019

    1,675

    218

    Assisted living facility,

    Round Rock, Texas

    December 10, 2019

    16,600

    435

    (c)

    Totals for 2019

    $

    41,891

    $

    4,327

    Multi-tenant retail property,

    Fort Bend, Texas

    January 30, 2018

    $

    9,200

    $

    2,408

    (d)

    Land - The Meadows Apartments,

    Lakemoor, Illinois

    September 14, 2018

    8,459

    4,585

    (e)

    Shopko retail property,

    Lincoln, Nebraska

    December 13, 2018

    10,000

    (1,731)

    Totals for 2018

    $

    27,659

    $

    5,262

    Former Sports Authority retail property,

    Greenwood Village, Colorado

    May 8, 2017

    $

    9,500

    $

    6,568

    Kohl's retail property,

    Kansas City, Missouri

    July 14, 2017

    10,250

    2,180

    (f)

    Former hhgregg retail property,

    Niles, Illinois

    August 31, 2017

    5,000

    1,089

    Joe's Crab Shack restaurant property,

    Ann Arbor, Michigan

    November 14, 2017

    2,300

    (g)

    Totals for 2017

    $

    27,050

    $

    9,837

    (a)This property was owned by a consolidated joint venture in which the Company held a 90% interest. The non-controlling interest’s share of the gain was $422. Gain on sale of real estate, net, excludes a swap termination fee of $41 which is included in prepayment costs on debt.
    (b)Excludes a swap termination fee of $161 included in prepayment costs on debt.
    (c)Excludes a swap termination fee of $625 included in prepayment costs on debt.
    (d)This property was owned by a consolidated joint venture in which the Company held an 85% interest. The non-controlling interest’s share of the gain was $776.
    (e)Includes $5,717, representing the unamortized balance of a $5,906 fixed rent payment which was received and recorded as deferred income in November 2017 and was to be included in rental income over the term of the lease.
    (f)Excludes a swap termination fee of $131 included in prepayment costs on debt.
    (g)As the sales price was less than the net book value, the Company recorded an impairment loss of $153, representing the difference between the net sales price and the net book value. The impairment loss is included in the accompanying consolidated statement of income for the year ended December 31, 2017. Excludes a swap termination fee of $70 which is included in prepayment costs on debt.

    F-22

    2018

     $64,412 

    2019

      62,360 

    2020

      60,035 

    2021

      56,965 

    2022

      47,434 

    Thereafter

      176,838 

    Total

     $468,044 

    Unbilled Rent Receivable

            At December 31, 2017 and 2016, the Company's unbilled rent receivables aggregating $14,125,000 and $13,797,000, 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 24 years.

            During 2017 and 2016, the Company wrote off $105,000 and $2,060,000, respectively, of unbilled straight-line rent receivable related to the properties sold during such years, which reduced the gain on sale reported on the consolidated statements of income.

            During 2017, 2016 and 2015, the Company also wrote off $362,000, $7,000 and $89,000, respectively, of unbilled straight-line rent receivable related to properties at which the tenant filed for Chapter 11 bankruptcy.

            During 2015, the Company wrote off unbilled straight-line rent receivables of $477,000 related to lease terminations effected prior to lease expirations (see below).


    Table of Contents


    ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

    Notes to Consolidated Financial Statements (Continued)

    December 31, 20172019

    NOTE 4—REAL ESTATE INVESTMENTS AND MINIMUM FUTURE RENTALS (Continued)

    Lease Termination Fees

            In 2015, the Company received lease termination fees of $2,886,000 from tenants in lease buy-out transactions. In connection with the receipt of these fees, the Company wrote off an aggregate of $530,000 as offsets to rental income, representing the entire balance of the unbilled rent receivables and the intangible lease assets related to these tenants as of December 31, 2015. The Company re-leased substantially all of such spaces simultaneously with the termination of the leases.

    Purchase of Partner's 50% Interest

            In March 2015, the Company purchased for $6,300,000, its partner's 50% interest in an unconsolidated joint venture that owned a property in Lincoln, Nebraska, and as a result, the Company obtained a controlling financial interest. The payment was comprised of (i) $2,636,000 paid directly to the partner and (ii) $3,664,000, substantially all of which was used to pay off the partner's 50% share of the underlying joint venture mortgage. In consolidating the investment, 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.


    Table of Contents


    ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

    Notes to Consolidated Financial Statements (Continued)

    December 31, 2017

    NOTE 5—SALES OF PROPERTIES AND IMPAIRMENT LOSS(Continued)

    SalesSale of Properties

            The following chart details the Company's sales of real estate during 2017 and 2016 (amounts in thousands):

    Description of Property
     Date Sold Gross
    Sales Price
     Gain on Sale of
    Real Estate, Net
     

    Retail property,

             

    Greenwood Village, Colorado

     May 8, 2017 $9,500 $6,568 

    Retail property,

             

    Kansas City, Missouri(a)

     July 14, 2017  10,250  2,180 

    Retail property,

             

    Niles, Illinois

     August 31, 2017  5,000  1,089 

    Restaurant property,

             

    Ann Arbor, Michigan(a)(b)

     November 14, 2017  2,300   

    Totals for 2017

       $27,050 $9,837 

    Portfolio of eight retail properties,

             

    Louisiana and Mississippi

     February 1, 2016 $13,750 $787 

    Retail property,

             

    Killeen, Texas

     May 19, 2016  3,100  980 

    Land,

             

    Sandy Springs, Georgia

     June 15, 2016  8,858  2,331 

    Industrial property,

             

    Tomlinson, Pennsylvania

     June 30, 2016  14,800  5,660 

    Retail property,

             

    Island Park, NY

     December 22, 2016  2,702  213 

        43,210  9,971 

    Partial condemnation of land,

             

    Greenwood Village, Colorado(c)

     July 5, 2016  153  116 

    Totals for 2016

       $43,363 $10,087 

    (a)
    See Note 11 for information on the payoff of the mortgage on this property and the early termination of the interest rate swap derivative.

    (b)
    See "—Impairment Loss" for additional information.

    (c)
    Represents amount received from the Colorado Department of Transportation ("CDOT"), as a result of a partial condemnation of land and easements obtained by CDOT.

    Table of Contents


    ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

    NotesProperty Subsequent to Consolidated Financial Statements (Continued)

    December 31, 20172019

    NOTE 5—SALES OF PROPERTIES AND IMPAIRMENT LOSS (Continued)

            In January 2015, a consolidated joint venture ofOn February 11, 2020, the Company sold a retail property located in Cherry Hill, New JerseyOnalaska, Wisconsin for $16,025,000,approximately $7,093,000, net of closing costs. The sale resulted in a gain of $5,392,000, recorded as Gain on sale of real estate, net, for the year ended December 31, 2015. In connection with the sale, the Company paid off the $7,376,000$3,332,000 mortgage balance on this property and incurred a $472,000 swap termination fee (included in Prepayment costs on debt). The non-controlling interest's share of income from the transaction was $1,320,000 and is included in net income attributable to non-controlling interests.

    Sale of Property Subsequent to December 31, 2017

            On January 30, 2018, the Company sold a property located in Fort Bend, Texas and owned by a consolidated joint venture in which the Company held an 85% interest, for approximately $9,000,000, net of closing costs, and paid off the $4,400,000 mortgage.$290,000 debt prepayment cost. This property accounted for less than 1.2%1% of the Company'sCompany’s rental income, net, during 2017, 20162019, 2018 and 2015.2017. The Company anticipates recognizing a gain of approximately $2,400,000$4,250,000 during the three months ending March 31, 2018. The non-controlling interest's share of the gain from the transaction will be approximately $800,000.2020.

    Impairment Loss

            In November 2017, the Company sold its property formerly tenanted by Joe's Crab Shack, located in Ann Arbor, Michigan. As the sales price was less than the net book value, the Company determined that the property was impaired and recorded an impairment loss of $153,000, representing the difference, at September 30, 2017, between the net sales price and the net book value. The impairment loss is included in the accompanying consolidated statement of income for the year ended December 31, 2017.

    NOTE 6—ALLOWANCE FOR DOUBTFUL ACCOUNTS

            At December 31, 2017 and 2016, there was no balance in the allowance for doubtful accounts.

            The Company records bad debt expense as a reduction of rental income and/or tenant reimbursements. The Company recorded bad debt expense of $291,000, $105,000 and $89,000 during 2017, 2016 and 2015, respectively. Such bad debt expense related to rental income and tenant reimbursements due from five tenants at properties that filed for Chapter 11 bankruptcy protection during such years. In relation to these tenants, the Company wrote off (i) $362,000, $7,000 and $89,000 of unbilled straight-line rent receivable as a reduction to rental income, (ii) $67,000, $0 and $124,000 of unamortized intangible lease assets and liabilities as an adjustment to rental income and (iii) $884,000, $0 and $380,000 of tenant origination costs as an increase to depreciation expense during 2017, 2016 and 2015, respectively. In 2017, the Company sold three of these properties, located in Greenwood Village, Colorado, Niles, Illinois and Ann Arbor, Michigan (see Note 5) and re-tenanted one property in Philadelphia, Pennsylvania. The Company has determined that no impairment charge is required with respect to the remaining property, which at December 31, 2017, had a net book value of $2,118,000.


    Table of Contents


    ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

    Notes to Consolidated Financial Statements (Continued)

    December 31, 2017

    NOTE 7—VARIABLE INTEREST ENTITIES, CONTINGENT LIABILITIESLIABILITY AND CONSOLIDATED JOINT VENTURES

    Variable Interest Entities—Ground Leases

    The Company determined that with respect to the properties identified in the table below, it has a variable interest through its ground leaseslease at its Beachwood, Ohio property and the three owner/operators (which are affiliated with one another) are VIEsoperator is a VIE because theirits equity investment at risk is insufficient to finance its activities without additional subordinated financial support. The Company further determined that it is not the primary beneficiary of any of these VIEsthis VIE because the Company has shared power over certainthe activities that most significantly impact the owner/operator'soperator’s economic performance (i.e., shared rights on the sale of the property) and therefore, does not consolidate these VIEsthis VIE for financial statement purposes. Accordingly, the Company accounts for these investmentsthis investment as land and the revenues from the ground leaseslease as Rental income, net. Such

    Ground lease rental income amounted to $1,597,000, $3,357,000 and $3,702,000 $2,361,000during 2019, 2018 and $1,280,000 during 2017, 2016 and 2015, respectively. Included in these amounts is rental income for a similarly structured transaction for a propertyof $814,000, $1,964,000 and $2,175,000 during 2019, 2018 and 2017, respectively, from two previously held VIE properties located in Sandy Springs, Georgia, amounting to $308,000Wheaton and $419,000 during 2016 and 2015, respectively,Lakemoor, Illinois, which the Companywere sold in June 2016August 2019 and September 2018, respectively (see Note 5).

    The following chart details the Company's VIEsVIE through itsthe Company’s ground leaseslease and the aggregate carrying amount and maximum exposure to loss as of December 31, 20172019 (dollars in thousands):

    Land

    # Units

    Owner/

    Carrying

    Contract

    in

    Operator

    Amount

    Purchase

    Apartment

    Mortgage from 

    Type of

    and Maximum

    Description of Property(a)

        

    Date Acquired

        

    Price

        

    Complex 

        

    Third Party(b)

        

    Exposure

        

    Exposure to Loss

    The Vue Apartments,

    Beachwood, Ohio

    August 16, 2016

    $

    13,896

     

    348

    $

    67,444

     

    Land

    $

    13,901

    (a)Simultaneously with the purchase, the Company entered into a triple net ground lease with affiliates of Strategic Properties of North America, the owner/operator of this property.
    (b)Simultaneously with the closing of the acquisition, the owner/operator obtained a mortgage from a third party which, together with the Company’s purchase of the land, provided substantially all of the 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. No other financial support has been provided by the Company to the owner/operator.
    Description of Property(a)
     Date Acquired Land
    Contract
    Purchase
    Price
     # Units
    in
    Apartment
    Complex
     Owner/
    Operator
    Mortgage from
    Third Party(b)
     Type of
    Exposure
     Carrying
    Amount
    and Maximum
    Exposure to Loss
     

    The Meadows Apartments,

                     

    Lakemoor, Illinois

     March 24, 2015 $9,300  496 $51,380(c)Land $9,592 

    The Briarbrook Village Apartments,

                     

    Wheaton, Illinois

     August 2, 2016  10,530  342  39,411 Land  10,536 

    The Vue Apartments,

                     

    Beachwood, Ohio

     August 16, 2016  13,896  348  67,444 Land  13,901 

    Totals

       $33,726  1,186 $158,235   $34,029 

    (a)
    Simultaneously with each purchase, the Company entered into a triple net ground lease with affiliates of Strategic Properties of North America, the owner/operators of these properties.

    (b)
    Simultaneously with the closing of each acquisition, the owner/operator obtained a mortgage from a third party which, together with the Company's purchase of the land, provided substantially all of the funds to acquire the complex. The Company provided its land as collateral for the respective owner/operator's mortgage loans; accordingly, each land position is subordinated to the applicable mortgage. No other financial support has been provided by the Company to the owner/operator.

    (c)
    In November 2017, the owner/operator closed on a $7,556 supplemental mortgage (the original mortgage was for $43,824). In connection therewith, the Company agreed to subordinate its fee interest to this second mortgage in exchange for a payment by the owner/operator to the Company of $5,906 as a fixed rent payment which was recorded as deferred income and will be included in rental income over the term of the lease.

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    ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

    Notes to Consolidated Financial Statements (Continued)

    At December 31, 2017

    NOTE 7—VARIABLE INTEREST ENTITIES, CONTINGENT LIABILITIES AND CONSOLIDATED JOINT VENTURES (Continued)

            Pursuant to the terms of the ground lease for the Wheaton, Illinois property, the owner/operator is obligated to make certain unit renovations as and when units become vacant. Cash reserves to cover such renovation work, received by the Company in conjunction with the purchase of the property, are disbursed when the unit renovations are completed. The related cash reserve balance for this property was $443,000 and $643,000 at December 31, 2017 and 2016, respectively, and is classified as2018, Restricted cash on the consolidated balance sheets.sheet included (i) a cash reserve balance of $356,000 to cover renovation work at the Wheaton, Illinois property which was sold in August 2019 and (ii) an escrow deposit of $750,000 from the owner/operator of the Beachwood, Ohio property which was paid in January 2019. There was 0 restricted cash balance at December 31, 2019.

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    ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

    Notes to Consolidated Financial Statements (Continued)

    December 31, 2019

    NOTE 6—VARIABLE INTEREST ENTITIES, CONTINGENT LIABILITY AND CONSOLIDATED JOINT VENTURES (Continued)

    Variable Interest Entities—Consolidated Joint Ventures

            With respect toThe Company has determined that the six4 consolidated joint ventures in which the Companyit holds between an 85%a 90% to 95%95% interest the Company has determined that such ventures are VIEs because the non-controlling interests do not hold substantive kick-out or participating rights.

            In each of these six joint ventures, the The Company has determined it is the primary beneficiary of the VIEthese VIEs as it has the power to direct the activities that most significantly impact each joint venture'sventure’s performance including management, approval of expenditures, and the obligation to absorb the losses or rights to receive benefits. Accordingly, the Company has consolidatedconsolidates the operations of these joint venturesVIEs for financial statement purposes. The joint ventures'VIEs' creditors do not have recourse to the assets of the Company other than those held by thesethe applicable joint ventures.venture.

    The following is a summary of the consolidated VIEs'VIEs’ carrying amounts and classification in the Company'sCompany’s consolidated balance sheets, none of which are restricted (amounts in thousands):

    December 31, 

        

    2019

        

    2018(a)

    Land

    $

    12,158

    $

    14,722

    Buildings and improvements, net of accumulated depreciation of $4,334 and $4,119, respectively

    24,223

     

    27,642

    Cash

    888

     

    1,020

    Unbilled rent receivable

    859

    1,211

    Unamortized intangible lease assets, net

    745

    890

    Escrow, deposits and other assets and receivables

    1,204

    810

    Mortgages payable, net of unamortized deferred financing costs of $313 and $391, respectively

    24,199

    26,850

    Accrued expenses and other liabilities

    562

     

    761

    Unamortized intangible lease liabilities, net

    591

    1,694

    Accumulated other comprehensive (loss) income

    (65)

    31

    Non-controlling interests in consolidated joint ventures

    1,221

     

    1,449

     
     December 31, 
     
     2017 2016 

    Land

     $17,844 $17,844 

    Buildings and improvements, net of accumulated depreciation of $3,811 and $2,732, respectively

      31,789  32,535 

    Cash

      1,145  1,796 

    Unbilled rent receivable

      1,011  775 

    Unamortized intangible lease assets, net

      1,241  1,595 

    Escrow, deposits and other assets and receivables

      948  1,355 

    Mortgages payable, net of unamortized deferred financing costs of $442 and $539, respectively

      32,252  33,121 

    Accrued expenses and other liabilities

      870  893 

    Unamortized intangible lease liabilities, net

      2,015  2,200 

    Accumulated other comprehensive loss

      (1) (70)

    Non-controlling interests in consolidated joint ventures

      1,742  1,794 

    (a)

    Includes a consolidated joint venture, in which the Company held an 90% interest, located in Clemmons, North Carolina which was sold in June 2019 (see Note 5).

            At December 31, 2017 and 2016, MCB Real Estate, LLC and its affiliates ("MCB"(‘‘MCB’’) are the Company'sCompany’s joint venture partner in four3 and 4 consolidated joint ventures at December 31, 2019 and 2018, respectively, in which the Company has aggregate equity investments of approximately $9,705,000$7,941,000 and $10,522,000,$9,891,000, respectively. The Company's equity investment in its two other consolidated joint ventures is approximately $7,395,000 and $7,440,000 at December 31, 2017 and 2016, respectively.


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    ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

    Notes to Consolidated Financial Statements (Continued)

    December 31, 2017

    NOTE 7—VARIABLE INTEREST ENTITIES, CONTINGENT LIABILITIES AND CONSOLIDATED JOINT VENTURES (Continued)

            In October 2016, the Company purchased MCB's 5% interest in a consolidated joint venture that owns a property in Deptford, New Jersey and obtained 100% ownership. The $436,000 difference between the purchase price paid of $446,000 and the non-controlling interest's share of the net assets of the property was accounted for as a reduction to paid-in capital.

    Distributions to each joint venture partner are determined pursuant to the applicable operating agreement and may not be pro rata to the equity interest each partner has in the applicable venture.

    NOTE 8—7—INVESTMENT IN UNCONSOLIDATED JOINT VENTURES

    At December 31, 20172019 and 2016,2018, the Company's fiveCompany’s 4 unconsolidated joint ventures each owned and operated one1 property. The Company'sCompany’s equity investment in such unconsolidated joint ventures at such dates totaled $10,723,000$11,061,000 and $10,833,000,$10,857,000, respectively. The Company recorded equity in earnings of $16,000, $1,304,000, and $826,000 $1,005,000during 2019, 2018 and $412,000 during 2017, 2016 and 2015, respectively.

            At December 31, 2017, MCB is In addition, the Company's joint venture partnerCompany recorded equity in oneearnings from the sale of theseproperties of $2,057,000 in 2018. Included in equity in earnings from unconsolidated joint ventures in which the Company has an equity investmentduring 2018 is income of $8,245,000.

    NOTE 9—OTHER INCOME

            The year ended December 31, 2017 includes $243,000 paid(i) $550,000 due to the Company by a former tenantwrite-off of an intangible lease liability in connection with the resolutionexpiration of the Kmart lease at the Manahawkin, New Jersey property and (ii) $110,000 related to the discontinuance of hedge accounting on a dispute,mortgage swap related to the Milwaukee, Wisconsin property sold in July 2018 (see Note 9).

    F-24

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    ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

    Notes to Consolidated Financial Statements (Continued)

    December 31, 2019

    NOTE 7—INVESTMENT IN UNCONSOLIDATED JOINT VENTURES (Continued)

    At December 31, 2019 and $74,000 that2018, MCB and the Company received for easements on a sold property. The year endedare partners in an unconsolidated joint venture in which the Company's equity investment is approximately $8,834,000 and $9,087,000, respectively.

    Sale of Unconsolidated Joint Venture Property Subsequent to December 31, 2016 includes $356,000 that2019

    On March 2, 2020, an unconsolidated joint venture sold its property located in Savannah, Georgia for $819,000, net of closing costs. The Company’s 50% share of the Company received for such easements.gain from this sale is anticipated to be approximately $121,000 which will be included in Equity in earnings from sale of unconsolidated joint venture property during the three months ending March 31, 2020.

    NOTE 10—8—DEBT OBLIGATIONS

    Mortgages Payable

    The following table details the Mortgages payable, net, balances per the consolidated balance sheets (amounts in thousands):

     
     December 31, 
     
     2017 2016 

    Mortgages payable, gross

     $396,946 $399,192 

    Unamortized deferred financing costs

      (3,789) (4,294)

    Mortgages payable, net

     $393,157 $394,898 

    December 31, 

        

    2019

        

    2018

    Mortgages payable, gross

    $

    440,278

    $

    423,096

    Unamortized deferred financing costs

    (4,438)

     

    (4,298)

    Mortgages payable, net

    $

    435,840

    $

    418,798

    At December 31, 2017,2019, there were 7074 outstanding mortgages payable, all of which are secured by first liens on individual real estate investments with an aggregate gross carrying value of $624,361,000$698,441,000 before accumulated depreciation of $83,015,000.$106,366,000. After giving effect to the interest rate swap agreements (see Note 11)9), the mortgage payments bear interest at fixed rates ranging from 3.02% to 6.59%5.87%, and mature between 20182021 and 2042. The weighted average interest rate on all mortgage debt was 4.22%4.21% and 4.27%4.26% at December 31, 20172019 and 2016,2018, respectively.


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    ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

    Notes to Consolidated Financial Statements (Continued)

    December 31, 2017

    NOTE 10—DEBT OBLIGATIONS (Continued)

    Scheduled principal repayments during the next five years and thereafter are as follows (amounts in thousands):

    Year Ending December 31,

        

    2020

    $

    13,530

    2021

    22,963

    2022

    46,083

    2023

    30,182

    2024

    62,819

    Thereafter

    264,701

    Total

    $

    440,278

    F-25

    Year Ending December 31,
      
     

    2018(a)

     $24,871 

    2019

      14,610 

    2020

      11,901 

    2021

      20,742 

    2022

      43,771 

    Thereafter

      281,051 

    Total

     $396,946 

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    ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

    Notes to Consolidated Financial Statements (Continued)

    December 31, 2019

    (a)
    Includes $4,423 related to a mortgage loan that was paid off on a property sold in January 2018.

    NOTE 8—DEBT OBLIGATIONS (Continued)

    Line of Credit

    The Company has a credit facility with Manufacturers & Traders Trust Company, People'sPeople’s United Bank, VNB New York, LLC, and Bank Leumi USA, pursuant to which the Companyit may borrow up to $100,000,000, subject to borrowing base requirements. The facility which matures December 31, 2019, provides that the Company payfor an interest rate equal to the one month LIBOR rate plus an applicable margin ranging from 175 basis points to 300 basis points depending on the ratio of the Company'sCompany’s total debt to total value, as determined pursuant to the facility. The applicable margin was 200 and 175 basis points at December 31, 20172019 and 2016.2018. An unused facility fee of .25% per annum applies to the facility. The average interest rate on the facility was approximately 2.87%4.03%, 2.23%3.73% and 1.95%2.87% during 2019, 2018 and 2017, 2016respectively. In July 2019, the facility was amended to, among other things, extend its maturity from December 31, 2019 to December 31, 2022 and 2015, respectively.increased the amount that may be used for renovation and operating expense purposes. In connection with the amendment, the Company incurred a $550,000 commitment fee which will be amortized over the remaining term of 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, the minimum amount of tangible net worth, the minimum amount of debt service coverage, the minimum amount of fixed charge coverage, the maximum amount of debt to value, the minimum level of net income, certain investment limitations and the minimum value of unencumbered properties and the number of such properties. The Company was in compliance with all covenants at December 31, 2017.2019.

    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'sCompany’s subsidiaries. The facility is available for the acquisition of commercial real estate, repayment of mortgage debt, property improvementsrenovation and general working capitaloperating expense purposes; provided, that if used for property improvementsrenovation and working capitaloperating expense purposes, as determined pursuant to the facility, the amount outstanding for such purposes will not exceed the lesser of $15,000,000$30,000,000 and 15%30% of the borrowing base subject to a cap of (i) $20,000,000 for renovation expenses and if used(ii) $10,000,000 for working capital purposes, will not exceed $10,000,000.operating expense purposes. Net proceeds received from the sale, financing or refinancing of properties are generally required to be used to repay amounts outstanding under the credit facility.


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    ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

    Notes to Consolidated Financial Statements (Continued)

    December 31, 2017

    NOTE 10—DEBT OBLIGATIONS (Continued)

    The following table details the Line of credit, net, balances per the consolidated balance sheets (amounts in thousands):

     
     December 31, 
     
     2017 2016 

    Line of credit, gross

     $9,400 $10,000 

    Unamortized deferred financing costs

      (624) (936)

    Line of credit, net

     $8,776 $9,064 

    December 31, 

        

    2019

        

    2018

    Line of credit, gross

    $

    11,450

    $

    30,000

    Unamortized deferred financing costs

    (619)

    (312)

    Line of credit, net

    $

    10,831

    $

    29,688

    At March 5, 2018,2020, there was an outstanding balance of $3,900,000$39,550,000 (before unamortized deferred financing costs) under the facility.

    NOTE 11—9—FAIR VALUE MEASUREMENTS

    The carrying amounts of cash and cash equivalents, restricted cash, escrow, deposits and other assets and receivables (excluding interest rate swaps), dividends payable, and accrued expenses and other liabilities (excluding interest rate swaps), are not measured at fair value on a recurring basis, but are considered to be recorded at amounts that approximate fair value.

    At December 31, 2017,2019, the $397,103,000$454,039,000 estimated fair value of the Company'sCompany’s mortgages payable is moregreater than their $396,946,000$440,278,000 carrying value (before unamortized deferred financing costs) by approximately $157,000,$13,761,000, assuming a blended market interest rate of 4.25%3.72% based on the 8.1 year weighted average remaining term to maturity of the mortgages.

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    ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

    Notes to Consolidated Financial Statements (Continued)

    December 31, 2019

    NOTE 9—FAIR VALUE MEASUREMENTS (Continued)

    At December 31, 2018, the $420,396,000 estimated fair value of the Company’s mortgages payable is less than their $423,096,000 carrying value (before unamortized deferred financing costs) by approximately $2,700,000, assuming a blended market interest rate of 4.41% based on the 8.7 year weighted average remaining term to maturity of the mortgages.

    At December 31, 2016, the $413,916,000 estimated fair value of the Company's mortgages payable is greater than their $399,192,000 carrying value (before unamortized deferred financing costs) by approximately $14,724,000, assuming a blended market interest rate of 3.74% based on the 9.3 year weighted average remaining term to maturity of the mortgages.

            At December 31, 20172019 and 2016,2018, the carrying amount of the Company'sCompany’s line of credit (before unamortized deferred financing costs) of $9,400,000$11,450,000 and $10,000,000,$30,000,000, respectively, approximates its fair value.

    The fair value of the Company'sCompany’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, 2017

    NOTE 11—FAIR VALUE MEASUREMENTS (Continued)

    Fair Value on a Recurring Basis

    The fair value of the Company'sCompany’s derivative financial instruments, using Level 2 inputs, was determined to be the following (amounts in thousands):

     
     As of
    December 31,
     Carrying and
    Fair Value
     

    Financial assets:

           

    Interest rate swaps

      2017 $1,615 

      2016  1,257 

    Financial liabilities:

           

    Interest rate swaps

      2017 $1,492 

      2016  2,695 

    As of

    Carrying and

        

    December 31, 

        

    Fair Value

    Financial assets:

    Interest rate swaps

     

    2019

    $

    87

     

    2018

     

    2,399

    Financial liabilities:

    Interest rate swaps

     

    2019

    $

    1,715

     

    2018

     

    505

    The Company does not currently own any financial instruments that are measured on a recurring basis and that are classified as Level 1 or 3.

    The Company'sCompany’s objective in using interest rate swaps is to add stability to interest expense. The Company does not use derivatives for trading or speculative purposes.

    Fair values are approximated using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of the derivatives. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves and implied volatilities.

    Although the Company has determined the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with it use Level 3 inputs, such as estimates of current credit spreads, to evaluate the likelihood of default by the Company and its counterparty. As of December 31, 2017,2019, the Company has assessed and determined the impact of the credit valuation adjustments on the overall valuation of its derivative positions is not significant. As a result, the Company determined its derivative valuation is classified in Level 2 of the fair value hierarchy.

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    ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

    Notes to Consolidated Financial Statements (Continued)

    December 31, 2019

    NOTE 9—FAIR VALUE MEASUREMENTS (Continued)

    As of December 31, 2017,2019, the Company had entered into 2824 interest rate derivatives, all of which were interest rate swaps, related to 2824 outstanding mortgage loans with an aggregate $132,965,000$96,207,000 notional amount and mature between 20182021 and 2028 (weighted average remaining term to maturity of 7.05.2 years). Such interest rate swaps, all of which were designated as cash flow hedges, converted LIBOR based variable rate mortgages to fixed annual rate mortgages (with interest rates ranging from 3.02% to 5.38%5.16% and a weighted average interest rate of 4.11%3.93% at December 31, 2017)2019). The fair value of the Company'sCompany’s derivatives in asset and liability positions are reflected as other assets or other liabilities on the consolidated balance sheets. During the year ended December 31, 2017, the Company discontinued hedge accounting on two of its interest rate swaps (see discussion following the table below).

            Three of the Company's unconsolidated joint ventures, in which wholly-owned subsidiaries of the Company are 50% partners, had two interest rate derivatives outstanding at December 31, 2017 with an


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    ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

    Notes to Consolidated Financial Statements (Continued)

    December 31, 2017

    NOTE 11—FAIR VALUE MEASUREMENTS (Continued)

    aggregate $10,491,000 notional amount. These interest rate swaps, which were designated as cash flow hedges, have interest rates of 3.49% and 5.81% and mature in 2022 and 2018, respectively.

    The following table presents the effect of the Company'sCompany’s derivative financial instruments on the consolidated statements of income for the periods presented (amounts in thousands):

     
     Year Ended December 31, 
     
     2017 2016 2015 

    One Liberty Properties Inc. and Consolidated Subsidiaries

              

    Amount of (loss) gain recognized on derivatives in Other comprehensive income (loss)

     $(221)$255 $(3,722)

    Amount of (loss) reclassification from Accumulated other comprehensive income (loss) into Interest expense

      (1,786) (2,624) (2,554)

    Unconsolidated Joint Ventures (Company's share)

      
     
      
     
      
     
     

    Amount of gain (loss) recognized on derivatives in Other comprehensive income (loss)

     $15 $(31)$(109)

    Amount of (loss) reclassification from Accumulated other comprehensive income (loss) into Equity in earnings of unconsolidated joint ventures

      (61) (95) (108)

    Year Ended December 31, 

        

    2019

        

    2018

        

    2017

    One Liberty Properties Inc. and Consolidated Subsidiaries

    Amount of (loss) gain recognized on derivatives in other comprehensive (loss) income

    $

    (4,224)

    $

    1,870

    $

    (221)

    Amount of reclassification from Accumulated other comprehensive (loss) income into Interest expense

    (702)

     

    98

     

    (1,786)

    Unconsolidated Joint Ventures (Company's share)

    Amount of gain recognized on derivatives in other comprehensive income

    n/a

    $

    69

    $

    15

    Amount of reclassification from Accumulated other comprehensive income into Equity in earnings of unconsolidated joint ventures

    n/a

     

    103

     

    (61)

    During 2017, in connection with the sale of two properties located in Kansas City, Missouri2019, 2018 and Ann Arbor, Michigan,2017, the Company paid off the mortgages and terminated the related interest rate swaps. As the Company(including one of its unconsolidated joint ventures in 2018) discontinued hedge accounting on theseseveral interest rate swaps as the forecasted hedged forecasted transactions becamewere no longer probable not to occur,of occurring. As a result, during 2019, 2018 and 2017, the Company accelerated the reclassificationreclassified $816,000, $505,000 and $201,000 of $201,000realized loss, gain, and loss, respectively, from Accumulated other comprehensive income to Interest expense for the year ended December 31, 2017. Noearnings. NaN gain or loss was recognized with respect to hedge ineffectiveness or to amounts excluded from effectiveness testing on the Company'sCompany’s cash flow hedges for the three years ended December 31, 2017.2019.

    During the twelve months ending December 31, 2018,2020, the Company estimates an additional $565,000$426,000 will be reclassified from Accumulated other comprehensive income as an increase to Interest expense and $7,000 will be reclassified from Accumulated other comprehensive income as a decrease to Equity in earnings of unconsolidated joint ventures.expense.

    The derivative agreements in effect at December 31, 20172019 provide that if the wholly-owned subsidiary of the Company which is a party to thesuch agreement defaults or is capable of being declared in default on any of its indebtedness, then a default can be declared on such subsidiary'ssubsidiary’s derivative obligation. In addition, the Company is a party to the derivative agreements and if there is a default by the subsidiary on the loan subject to the derivative agreement to which the Company is a party and if there are swap breakage losses on account of the derivative being terminated early, then the Company could be held liable for such swap breakage losses, if any. During the year ended December 31, 2016, the Company terminated three interest rate swaps in connection with the early payoff of the related mortgages, and during the year ended December 31, 2015, the Company terminated one interest rate swap in connection with the sale of its Cherry Hill, New Jersey property. The Company accelerated the


    Table of Contentslosses.


    ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

    Notes to Consolidated Financial Statements (Continued)

    December 31, 2017

    NOTE 11—FAIR VALUE MEASUREMENTS (Continued)

    reclassification of amounts in accumulated other comprehensive income to earnings as a result of these hedged forecasted transactions being terminated. The accelerated amounts were losses of $178,000 and $472,000 during 2016 and 2015, respectively, which are included in Prepayment costs on debt on the consolidated statements of income.

    As of December 31, 20172019 and 2016,2018, the fair value of the derivatives in a liability position, including accrued interest of $53,000$27,000 and $113,000,$8,000, respectively, but excluding any adjustments for nonperformancenon-performance risk, was approximately $1,638,000$1,832,000 and $2,951,000,$554,000, respectively. In the event the Company had breaches of any of the contractual provisions of the derivative contracts, it would be required to settle its obligations thereunder at their termination liability value of $1,638,000$1,832,000 and $2,951,000$554,000 as of December 31, 20172019 and 2016,2018, respectively. This termination liability value, net of adjustments for nonperformancenon-performance risk of $93,000$90,000 and $143,000,$41,000, is included in Accrued expenses and other liabilities on the consolidated balance sheetsheets at December 31, 20172019 and 2016,2018, respectively.

    F-28

    Table of Contents

    Available-for-sale securitiesONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

            During 2016, the Company sold its available-for-sale securities for $33,000 which had a cost of $5,300. The Company realized a gain on sale of $27,000, which was reclassified from Accumulated other comprehensive loss on the consolidated balance sheet into Other income on the consolidated statement of income.Notes to Consolidated Financial Statements (Continued)

    December 31, 2019

    NOTE 12—10—RELATED PARTY TRANSACTIONS

    Compensation and Services Agreement

    Pursuant to the compensation and services agreement with Majestic Property Management Corp. ("Majestic"(“Majestic”), Majestic provides the Company pays fees to Majestic and Majestic provides to the Companywith the services of all affiliated executive, administrative, legal, accounting, clerical and property management personnel, as well as property acquisition, sale and lease consulting and brokerage services, consulting services with respect to mortgage financings and construction supervisory services.services (collectively, the “Services”). Majestic is wholly-owned by the Company'sCompany’s vice-chairman and certain of the Company'sCompany’s executive officers are officers of, and are compensated by, Majestic. The feeamount the Company pays Majestic for the Services is negotiatedapproved each year by Majestic and the Company’s Compensation andand/or Audit Committees of the Company's Board of Directors, and is approved by such committees and the independent directors.

    In consideration for the services described above,Services, the Company paid Majestic $2,826,000 in 2019, $2,745,000 in 2018 and $2,673,000 in 2017, $2,504,000 in 2016 and $2,339,000 in 2015.2017. Included in these fees are $1,307,000 in 2019, $1,226,000 in 2018 and $1,154,000 in 2017, $1,057,000 in 2016 and $892,500 in 2015, of property management costs. The amounts paid for property management fee portion of the compensation and services agreement is paid based on 1.5% and 2.0% of the rental payments (including tenant reimbursements) actually received by the Company from net lease tenants and operating lease tenants, respectively. The Company does not pay Majestic property management fees with respect to properties managed by third parties. The Company also paid Majestic, credits against the fees duepursuant to it under the compensation and services agreement any management or other fees received by it from any joint venture in which the Company is a joint venture partner. The compensation and services agreement also provides for an additional payment to Majestic of $216,000 in 2017, $196,000 in each of 20162019, 2018 and 20152017 for the Company'sCompany’s share of all direct office expenses, including rent, telephone, postage, computer


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    ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

    Notes to Consolidated Financial Statements (Continued)

    December 31, 2017

    NOTE 12—RELATED PARTY TRANSACTIONS (Continued)

    services, internet usage and supplies. The Company does not pay any fees or expenses to Majestic for such services except for the feesas described in this paragraph. In 2018, the fees paid to Majestic will remain the same as the 2017 fees (exclusive of the property management costs, which are calculated as described above).

    Executive officers and others providing services to the Company under the compensation and services agreement were awarded shares of restricted stock and RSUs under the Company'sCompany’s stock incentive plans (described in Note 13)12). The related expense charged to the Company'sCompany’s operations was $1,973,000, $1,765,000 and $1,539,000 $1,480,000in 2019, 2018 and $1,245,000 in 2017, 2016 and 2015, respectively.

    The feesamounts paid under the compensation and services agreement (except for the property management feescosts which are included in Real estate expenses) and the costs of the stock incentive plans are included in General and administrative expense on the consolidated statements of income for 2017, 20162019, 2018 and 2015.2017.

    Joint Venture Partners and Affiliates

    During 2017, 20162019, 2018 and 2015,2017, the Company paid an aggregate of $143,000, $185,000$82,000, $107,000 and $198,000,$143,000, respectively, to its consolidated joint venture partners or their affiliates (none of whom are officers, directors, or employees of the Company) of its consolidated joint ventures for property management and acquisition fees,services, which are included in Real estate expenses and Real estate acquisition costs on the consolidated statements of income.

    The Company'sCompany’s unconsolidated joint ventures paid management fees of $175,000, $176,000$117,000, $169,000 and $409,000$175,000 to the other partner of the venture,ventures, which reduced Equity in earnings of unconsolidated joint ventures on the consolidated statements of income by $59,000, $85,000 and $88,000 $88,000during 2019, 2018 and $205,000 during 2017, 2016 and 2015, respectively. In 2015,addition, in 2019, in connection with the purchase of a property in Rincon, Georgia, the Company received a $131,000 fee for obtaining the mortgage debt for thepaid an unconsolidated joint venture that acquired the Manahawkin, New Jersey property. Fifty percent of this incomepartner a $64,000 brokerage commission which is included in Other income on the consolidated statement of income and the balance is recorded as a reductioncapitalized to the investment.real estate assets acquired (see Note 4).

            See Note 7 for information regarding the Company's purchase in October 2016, of MCB's 5% interest in a consolidated joint venture that owned a property in Deptford, New Jersey.Other

    Other

    During 2017, 20162019, 2018 and 2015,2017, the Company paid fees of (i) $289,000, $276,000 $262,500 and $262,500,$276,000, respectively, to the Company's chairman and (ii) $116,000, $110,000 $105,000 and $105,000,$110,000, respectively, to the Company'sCompany’s vice-chairman. There is no increase in the amounts to be paid to the Company's chairman and vice-chairman in 2018. These fees are included in General and administrative expense on the consolidated statements of income.

    At December 31, 20172019 and 2016,2018, Gould Investors L.P. ("(“Gould Investors"Investors”), a related party, owned 1,785,976 shares of the outstanding common stock of the Company, or approximately 9.5%9.0% and 9.8%9.2%, respectively. During 2015, Gould Investors purchased 81,211 shares of the Company's stock through the Company's dividend reinvestment plan, and did not purchase any such shares during 2017 and 2016.


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    ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

    Notes to Consolidated Financial Statements (Continued)

    December 31, 20172019

    NOTE 12—10—RELATED PARTY TRANSACTIONS (Continued)

    The Company obtains its property insurance in conjunction with Gould Investors and reimburses Gould Investors annually for the Company'sCompany’s insurance cost relating to its properties. Amounts reimbursed to Gould Investors were $1,025,000, $912,000 and $790,000 $699,000during 2019, 2018 and $520,000 during 2017, 2016 and 2015, respectively. Included in Real estate expenses on the consolidated statements of income is insurance expense of $927,000, $877,000 and $757,000 $645,000during 2019, 2018 and $339,000 during 2017, 2016 and 2015, respectively. The balance of the amounts reimbursed to Gould Investors represents prepaid insurance and is included in Other assets on the consolidated balance sheets.

    NOTE 13—STOCKHOLDERS'11—EARNINGS PER COMMON SHARE

    Basic earnings per share was determined by dividing net income allocable to common stockholders for each year by the weighted average number of shares of common stock outstanding during the applicable year. Net income is also allocated to the unvested restricted stock outstanding during each year, as the restricted stock is entitled to receive dividends and is therefore considered a participating security. As of December 31, 2019, the shares of common stock underlying the restricted stock units (the "RSUs") awarded under the 2019 and 2016 Incentive Plans (See Note 12) are excluded from the basic earnings per share calculation, as these units are not participating securities.

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

    The following tables identify the number of shares of common stock underlying the RSUs that are included in the calculation of diluted weighted average number of shares of common stock for such years:

    Year Ended December 31, 2019 (a):

    Total

        

    Number of

        

        

        

        

    Underlying

    Return on

    Stockholder

    Shares

    Date of Award

    Shares (b)(c)

    Capital Metric

    Return Metric

    Total

    Excluded (d)

    September 26, 2017

    76,250

    22,129

    31,498

    53,627

    22,623

    July 1, 2018

    73,750

    14,755

    3,273

    18,028

    55,722

    July 1, 2019

    75,026

    728

    728

    74,298

    Totals

     

    225,026

    37,612

     

    34,771

     

    72,383

     

    152,643

    Year Ended December 31, 2018 (e):

    Total

        

    Number of

        

        

        

        

    Underlying

    Return on

    Stockholder

    Shares

    Date of Award

    Shares (b)

    Capital Metric

    Return Metric

    Total

    Excluded (d)

    September 26, 2017

    76,250

    34,633

    4,462

    39,095

    37,155

    July 1, 2018

    76,250

    33,388

    33,388

    42,862

    Totals

     

    152,500

    68,021

     

    4,462

     

    72,483

     

    80,017

    Year Ended December 31, 2017 (f):

    Total

        

    Number of

    Underlying

    Return on

    Stockholder

    Shares

    Date of Award

    Shares (b)

    Capital Metric

    Return Metric

    Total

    Excluded (d)

    September 26, 2017

    76,250

    33,353

    38,125

    71,478

    4,772

    (a)Reflects the number of shares underlying RSUs that would be issued assuming the measurement date used to determine whether the applicable conditions are satisfied is December 31, 2019.
    (b)The RSUs awarded in 2017, 2018 and 2019 vest, subject to satisfaction of the applicable market and/or performance conditions, on June 30, 2020, 2021 and 2022, respectively (see Note 12).

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    Table of Contents

    ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

    Notes to Consolidated Financial Statements (Continued)

    December 31, 2019

    NOTE 11—EARNINGS PER COMMON SHARE (Continued)

    (c)As of December 31, 2019, 2,500 shares of the 2018 award and 2,750 shares of the 2019 award were forfeited.
    (d)Excluded as the applicable conditions had not been met for these shares at the respective measurement dates.
    (e)Reflects the number of shares underlying RSUs that would be issued assuming the measurement date used to determine whether the applicable conditions are satisfied is December 31, 2018.
    (f)Reflects the number of shares underlying RSUs that would be issued assuming the measurement date used to determine whether the applicable conditions are satisfied is December 31, 2017.

    In 2010, RSUs exchangeable for up to 200,000 shares of common stock were awarded pursuant to the 2009 Incentive Plan. In June 2017, 113,584 of these shares vested and such shares were issued in August 2017. See Note 12 for information regarding the Company’s equity incentive plans.

    There were 0 options outstanding to purchase shares of common stock or other rights exercisable for, or convertible into, common stock in 2019, 2018 and 2017.

    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, 

        

    2019

        

    2018

        

    2017

    Numerator for basic and diluted earnings per share:

    Net income

    $

    18,544

    $

    21,564

    $

    24,249

    Less net income attributable to non-controlling interests

    (533)

     

    (899)

     

    (102)

    Less earnings allocated to unvested restricted stock(a)

    (1,227)

     

    (1,173)

     

    (1,072)

    Net income available for common stockholders: basic and diluted

    $

    16,784

    $

    19,492

    $

    23,075

    Denominator for basic earnings per share:

    Weighted average number of common shares

    19,090

     

    18,575

     

    17,944

    Effect of diluted securities:

    RSUs

    29

     

    13

     

    103

    Denominator for diluted earnings per share:

    Weighted average number of shares

    19,119

     

    18,588

     

    18,047

    Earnings per common share, basic

    $

    0.88

    $

    1.05

    $

    1.29

    Earnings per common share, diluted

    $

    0.88

    $

    1.05

    $

    1.28

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

    NOTE 12—STOCKHOLDERS’ EQUITY

    Stock Based Compensation

    The Company's 2016Company’s 2019 Incentive Plan ("Plan"(“Plan”), approved by the Company'sCompany’s stockholders in June 2016,2019, permits the Company to grant, among other things, stock options, restricted stock, RSUs, performance share awards and dividend equivalent rights and any one or more of the foregoing to its employees, officers, directors and consultants. A maximum of 750,000 shares of the Company'sCompany’s common stock is authorized for issuance pursuant to this Plan. As of December 31, 2017, (i) restricted stock2019, an aggregate of 75,026 shares subject to awards with respect to 140,100 shares had been issued,in the form of which 100 shares were forfeited and 3,000 shares had vested, and (ii) as further described below, RSUs with respect to 76,250 shares had been issued and are outstanding.outstanding under the Plan. On January 18, 2018, 144,75017, 2020, 149,550 restricted shares were issued pursuant to this Plan, having an aggregate value of approximately $3,664,000$4,202,000 and are scheduled to vest in January 2023.2025.

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    ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

    Notes to Consolidated Financial Statements (Continued)

    December 31, 2019

    NOTE 12—STOCKHOLDERS’ EQUITY (Continued)

    Under the Company'sCompany’s 2016 and 2012 equity incentive plan,plans (collectively, the “Prior Plans”), as of December 31, 2017, 500,7002019, an aggregate of 824,250 shares had been issued, of which 3,350 shares were forfeitedrestricted stock (674,250 shares) and 21,450 shares hadRSUs (150,000 shares) are outstanding and have not yet vested. NoNaN additional awards may be granted under this plan.the Prior Plans.

    For accounting purposes, the restricted stock is not included in the shares shown as outstanding on the balance sheet until they vest; however, dividends are paid on the unvested shares. The restricted stock grants are charged to General and administrative expense over the respective vesting periods based on the market value of the common stock on the grant date. Unless earlier forfeited because the participant'sparticipant’s relationship with the Company terminated, unvested restricted stock awards vest on the fifth anniversary of the grant date, and under certain circumstances may vest earlier.


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    ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

    Notes to Consolidated Financial Statements (Continued)

    December 31, 2017

    NOTE 13—STOCKHOLDERS' EQUITY (Continued)

            DuringIn 2019, 2018 and 2017, the Company granted RSUs exchangeable for up to 77,776, 76,250 and 76,250 shares, respectively, of common stock upon satisfaction, through June 30, 2022, June 30, 2021 and June 30, 2020, respectively, of specified conditions. Specifically, up to 50% of these RSUs vest upon achievement of metrics related to average annual total stockholder return (the "TSR Awards"“TSR Awards”), which metrics meet the definition of a market condition, and up to 50% vest upon achievement of metrics related to average annual return on capital (the "ROC Awards"“ROC Awards”), which metrics meet the definition of a performance condition. The holders of the RSUs are not entitled to dividends or to vote the underlying shares until such RSUs vest and shares are issued. Accordingly, the shares underlying these RSUs are not included in the shares shown as outstanding on the balance sheet. For the TSR awards, a third party appraiser prepared a Monte Carlo simulation pricing model to determine the fair value, which is recognized ratably over the service period. The Monte Carlo valuation consisted of computing the grant date fair value of the awards using the Company'sCompany’s simulated stock price. TheFor these TSR awards, the per unit or share fair value was estimated using the following assumptions: an expected life of three years, a dividend rate of 7.16%, a risk-free interest rate of 1.14% - 1.64% and an expected price volatility of 16.57% - 19.16%. The expected price volatility was calculated based on the historical volatility and implied volatility.

    TSR Award Year

        

    Expected Life (yrs)

        

    Dividend Rate

        

    Risk-Free Interest Rate

        

    Expected Price Volatility (a)

     

    2019

     

    3

     

    6.22%

    1.79% - 2.07%

    21.37% - 23.04%

    2018

     

    3

     

    6.82%

    2.18% - 2.70%

    22.29% - 25.99%

    2017

     

    3

     

    7.16%

    1.14% - 1.64%

    16.57% - 19.16%

    (a)

    calculated based on the historical and implied volatility.

    For the ROC awards,Awards, the fair value is based on the market value on the date of grant and the performance assumptions are re-evaluated quarterly. Expense isThe Company does not recognizedrecognize expense on the RSUsROC Awards which the Companyit does not expect to vest as a resultvest. During the year ended December 31, 2019, RSUs exchangeable in 2021 and 2022 for an aggregate of service conditions or the Company's performance expectations.5,250 shares were forfeited.

            The total amount recorded as deferred compensation is $1,004,000,As of December 31, 2019, based on performance and market assumptions, the fair value of the RSUs granted in 2019, 2018 and 2017 is $865,000, $818,000 and $811,000, respectively. Recognition of such deferred compensation will be charged to General and administrative expense through June 30, 2020. None of these RSUs were forfeited or vested duringover the respective three year ended December 31, 2017.performance cycle.

    In 2010, RSUs exchangeable for up to 200,000 shares of common stock were awarded pursuant to the Company'sCompany’s 2009 equity incentive plan. The holders of RSUs were not entitled to dividends or to vote the underlying shares until the RSUs vested and the underlying shares were issued. Accordingly, for financial statement purposes, the shares underlying these RSUs were not included in the shares shown as outstanding on the balance sheet as of December 31, 2016.Incentive Plan. During 2017, 113,584 shares of common stock underlying thethese RSUs were deemed to have vested and were issued. RSUs with respect toissued; the balance of 86,416 shares were forfeited.


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    ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

    Notes to Consolidated Financial Statements (Continued)

    December 31, 20172019

    NOTE 13—STOCKHOLDERS'12—STOCKHOLDERS’ EQUITY (Continued)

    The following is a summary of the activity of the equity incentive plans:

     
     Years Ended December 31, 
     
     2017 2016 2015 

    Restricted stock:

              

    Number of shares

      140,100  139,225  129,975 

    Average per share grant price

     $24.75 $21.74 $24.60 

    Deferred compensation to be recognized over vesting period

     $3,467,000 $3,027,000 $3,197,000 

    Number of non-vested shares:

      
     
      
     
      
     
     

    Non-vested beginning of year

      591,750  538,755  480,995 

    Grants

      140,100  139,225  129,975 

    Vested during year

      (118,450) (85,730) (72,215)

    Forfeitures

      (500) (500)  

    Non-vested end of year

      612,900  591,750  538,755 

    RSU grants:

              

    Number of underlying shares

      76,250     

    Average per share grant price

     $24.03     

    Deferred compensation to be recognized over vesting period

     $1,004,000     

    Number of non-vested shares:

      
     
      
     
      
     
     

    Non-vested beginning of year

      200,000  200,000  200,000 

    Grants

      76,250     

    Vested during year

      (113,584)    

    Forfeitures

      (86,416)    

    Non-vested end of year

      76,250  200,000  200,000 

    Restricted stock and RSU grants:

              

    Weighted average per share value of non-vested shares (based on grant price)

     $22.89 $17.95 $17.12 

    Value of stock vested during the year (based on grant price)

     $3,008,000 $1,451,500 $612,000 

    Weighted average per share value of shares forfeited during the year (based on grant price)

     $8.37 $21.05 $ 

    Total charge to operations:

              

    Outstanding restricted stock grants

     $2,966,000 $2,692,000 $2,204,000 

    Outstanding RSUs

      167,000  291,000  130,000 

    Total charge to operations

     $3,133,000 $2,983,000 $2,334,000 

    Year Ended December 31, 

        

    2019

        

    2018

        

    2017

    Restricted stock grants:

    Number of shares

    150,050

    144,750

    140,100

    Average per share grant price

    $

    25.70

    $

    25.31

    $

    24.75

    Deferred compensation to be recognized over vesting period

    $

    3,856,000

    $

    3,664,000

    $

    3,467,000

    Number of non-vested shares:

    Non-vested beginning of year

     

    651,250

     

    612,900

     

    591,750

    Grants

     

    150,050

     

    144,750

     

    140,100

    Vested during year

     

    (114,650)

     

    (106,000)

     

    (118,450)

    Forfeitures

     

    (12,400)

     

    (400)

     

    (500)

    Non-vested end of year

     

    674,250

     

    651,250

     

    612,900

    RSU grants:

    Number of underlying shares

    77,776

    76,250

    76,250

    Average per share grant price

    $

    28.96

    $

    26.41

    $

    24.03

    Deferred compensation to be recognized over vesting period

    $

    865,000

    $

    952,000

    $

    1,004,000

    Number of non-vested shares:

    Non-vested beginning of year

    152,500

    76,250

    200,000

    Grants

    77,776

    76,250

    76,250

    Vested during year

    (113,584)

    Forfeitures

    (5,250)

    (86,416)

    Non-vested end of year

    225,026

    152,500

    76,250

    Restricted stock and RSU grants:

    Weighted average per share value of non-vested shares (based on grant price)

    $

    24.96

    $

    23.83

    $

    22.89

    Value of stock vested during the year (based on grant price)

    $

    2,365,000

    $

    2,289,000

    $

    3,008,000

    Weighted average per share value of shares forfeited during the year (based on grant price)

    $

    25.40

    $

    23.59

    $

    8.37

    Total charge to operations:

    Outstanding restricted stock grants

    $

    3,229,000

    $

    3,028,000

    $

    2,966,000

    Outstanding RSUs

    641,000

    482,000

    167,000

    Total charge to operations

    $

    3,870,000

    $

    3,510,000

    $

    3,133,000

    As of December 31, 2017,2019, total compensation costs of $7,098,000$7,140,000 and $1,277,000 related to non-vested restricted stock awards and RSUs, respectively, have not yet been recognized. These compensation costs will be charged to General and administrative expense over the remaining respective vesting periods. The weighted average vesting period is 2.22.1 years for the restricted stock and 2.51.5 years for the RSUs.


    Table of Contents


    ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

    Notes to Consolidated Financial Statements (Continued)

    December 31, 2017

    NOTE 13—STOCKHOLDERS' EQUITY (Continued)

    Common Stock Dividend Distributions

    In 2017, 20162019, 2018 and 2015,2017, the Board of Directors declared an aggregate $1.74, $1.66,$1.80, $1.80 and $1.58$1.74 per share in cash distributions, respectively.

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    Table of Contents

    ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

    Notes to Consolidated Financial Statements (Continued)

    December 31, 2019

    NOTE 12—STOCKHOLDERS’ EQUITY (Continued)

    On March 12, 2018,13, 2020, the Board of Directors declared a quarterly cash dividend of $.45 per share on the Company's common stock, totaling $8,581,000.approximately $9,037,000. The quarterly dividend is payable on April 6, 20187, 2020 to stockholders of record on March 27, 2018.24, 2020.

    Dividend Reinvestment Plan

    The Company'sCompany’s Dividend Reinvestment Plan (the "DRP"“DRP”) provides stockholders with the opportunity to reinvest all, or a portion of, their cash dividends paid on the Company'sCompany’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'sCompany’s sole discretion. The Company is currently offering up to a 5% discount (as calculated pursuant to the DRP) from market.the market price. The Company issued 220,000, 243,000,and 198,000 142,000, and 197,000shares of common sharesstock under the DRP during 2017, 20162019, 2018 and 2015,2017, respectively.

    Shares Issued Through Equity Offering Program

    During 2017,2019, the Company sold 231,000180,120 shares for proceeds of $5,758,000,$5,392,000, net of commissions of $58,000,$54,000, and incurred offering costs of $188,000$192,000 for professional fees. During 2016,2018, the Company sold 1,079,862126,300 shares for proceeds of $25,947,000,$3,245,000, net of commissions of $262,000,$33,000, and incurred offering costs of $160,000$107,000 for professional fees. There were no sales subsequent to December 31, 2017.

    NOTE 14—13—COMMITMENTS AND CONTINGENCIES

    The Company maintains a non-contributory defined contribution pension plan covering eligible employees. Contributions by the Company are made through a money purchase plan, based upon a percent of the qualified employees'employees’ total salary (subject to the maximum amount allowed by law). Pension expense approximated $304,000, $295,000 and $275,000 $273,000,for 2019, 2018 and $266,000 for 2017, 2016 and 2015, respectively, and is included in General and administrative expense in the consolidated statements of income.

            The Company is contractually required (i) to expend approximately $7,800,000 through 2018 for building expansion and improvements at its property tenanted by L-3 Communications, located in Hauppauge, New York, of which $3,584,000 has been spent through December 31, 2017 and (ii) to reimburse Regal Cinemas, a tenant in Greensboro, North Carolina, $3,000,000 when the tenant completes specified improvements to the property. On January 26, 2018, the Company reimbursed this amount to the tenant.

    The Company pays, with respect to one of its real estate properties, annual fixed leasehold rent of $371,094$463,867 through July 2019 and $463,867 through March 3, 2020.31, 2024. The Company has the right to extend the lease for up to five 4 5-year renewal options and one1 seven month renewal option.

    As discussed in Note 7,6, the Company provided its land in Lakemoor and Wheaton, Illinois, and Beachwood, Ohio as collateral for the respective owner/operator'soperator’s mortgage loansloan and accordingly, eachthe land position is subordinatedsubordinate to the applicable mortgage.


    Table of Contents


    ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

    Notes to Consolidated Financial Statements (Continued)

    December 31, 2017

    NOTE 14—COMMITMENTS AND CONTINGENCIES (Continued)

    In the ordinary course of business, the Company is party to various legal actions which management believes are routine in nature and incidental to the operation of the Company'sCompany’s business. Management believes that the outcome of the proceedings will not have a material adverse effect upon the Company'sCompany’s consolidated financial statements taken as a whole.

    NOTE 15—14—INCOME TAXES

    The Company elected to be taxed as a REIT under the Internal Revenue Code, commencing with its taxable year ended December 31, 1983. To qualify as a REIT, the Company must meet a number of organizational and operational requirements, including a requirement that it currently distribute at least 90% of its adjustedordinary taxable income to its stockholders. As a REIT, the Company generally will not be subject to corporate level federal, state and local income tax on taxable income it distributes currently to its stockholders. If the Company fails to qualify as a REIT in any taxable year, it will be subject to federal, state and local income taxes at regular corporate rates (including any applicable alternative minimum tax) and may not be able to qualify as a REIT for four subsequent taxable years. It is management'smanagement’s current intention to adhere to these requirements and maintain the Company'sCompany’s REIT status.

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    Table of Contents

    ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

    Notes to Consolidated Financial Statements (Continued)

    December 31, 2019

    NOTE 14—INCOME TAXES (Continued)

    Even though the Company qualifies for taxation as a REIT, the Company is subject to certain state and local taxes on its income and property, and to federal income and excise taxes on its undistributed taxable income. As of December 31, 2017,2019, tax returns for the calendar years 20142016 through 20172019 remain subject to examination by the Internal Revenue Service and various state and local tax jurisdictions.

    During 2017, 20162019, 2018 and 2015, the Company recorded federal excise tax expense of $0, $6,000 and $174,000, respectively, which is based on taxable income generated but not yet distributed. During 2017, 2016 and 2015, the Company did not incur any federal income tax expense. The Company does not have any deferred tax assets or liabilities at December 31, 20172019 and 2016.2018.

            During 2017, 2016 and 2015, 17%, 27% and 67%, respectively,Approximately 27% of the distributions were treated asmade during 2019 represent a return of capital gain distributions,to stockholders with the balance treated asrepresenting ordinary income. Approximately 12%, and 17% of the distributions made during 2018 and 2017, respectively, represent capital gains to stockholders with the balance representing ordinary income. In 2019 and 2018, the ordinary income portion of the distributions are considered qualified REIT dividends and will be taxed at a rate reduced by up to 20% pursuant to Internal Revenue Code Section 199A.

    The Company treats depreciation expense, straight-line rent adjustments and certain other items differently for tax purposes than for financial reporting purposes. Therefore, its taxable income and dividends paid deduction differs from its financial statement income.


    Table of Contents


    ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

    Notes to Consolidated Financial Statements (Continued)

    December 31, 2017

    NOTE 15—INCOME TAXES (Continued)

    The following table reconciles cash dividends paiddeclared with the dividends paid deduction for the years indicated (amounts in thousands):

        

    2019

        

    2018

        

    2017

    Estimate

    Actual

    Actual

    Dividends declared

    $

    35,663

    $

    34,652

    $

    32,393

    Dividend reinvestment plan (a)

     

    247

     

    313

     

    252

     

    35,910

     

    34,965

     

    32,645

    Less: Spillover dividends designated to previous year

     

     

    (10,263)

     

    (11,916)

    Less: Spillover dividends designated to following year (b)

    (8,976)

    (549)

    Less: Return of capital

    (9,828)

    Plus: Dividends designated from prior year

    549

    Plus: Dividends designated from following year

     

     

     

    10,263

    Dividends paid deduction

    $

    17,655

    $

    24,153

    $

    30,992

     
     2017
    Estimate
     2016
    Actual
     2015
    Actual
     

    Dividends paid

     $32,393 $29,135 $26,179 

    Dividend reinvestment plan(a)

      252  181  228 

      32,645  29,316  26,407 

    Less: Spillover dividends designated to previous year

      (11,916) (15,209) (18,177)

    Plus: Dividends designated from following year

      10,263  11,916  15,209 

    Dividends paid deduction

     $30,992 $26,023 $23,439 

    (a)
    Reflects the up to 5% discount on common stock purchased through the dividend reinvestment plan.
    (a)Reflects the up to 5% discount on common stock purchased through the dividend reinvestment plan.
    (b)The entire dividend paid in January 2020 and a portion of the dividend paid in January 2019 will be considered 2020 and 2019 dividends, respectively, as it was in excess of the Company’s earnings and profits through 2019 and 2018, respectively.

    NOTE 16—15—SUBSEQUENT EVENTS

    Subsequent events have been evaluated and, except as previously disclosed, there were no other events relative to the consolidated financial statements that require additional disclosure.

    NOTE 17—QUARTERLY FINANCIAL DATA (Unaudited):

                  (In Thousands, Except Per Share Data)

    F-35

     
     Quarter Ended  
     
     
     Total
    For Year
     
    2017
     March 31 June 30 Sept. 30 Dec. 31 

    Total revenues

     $18,472 $18,413 $19,137 $19,894 $75,916 

    Gain on sale of real estate, net

     $ $6,568 $3,269 $ $9,837 

    Net income

     $2,886 $9,993 $7,128 $4,242 $24,249 

    Net income attributable to One Liberty Properties, Inc. 

     $2,865 $9,972 $7,105 $4,205 $24,147 

    Weighted average number of common shares outstanding:

                    

    Basic

      17,751  17,824  18,000  18,198  17,944 

    Diluted

      17,865  17,938  18,079  18,269  18,047 

    Net income per common share attributable to common stockholders:

                    

    Basic

     $.15 $.54 $.38 $.22 $1.29(a)

    Diluted

     $.15 $.54 $.38 $.22 $1.28(a)

    Table of Contents


    ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

    Notes to Consolidated Financial Statements (Continued)

    December 31, 20172019

    NOTE 17—16—QUARTERLY FINANCIAL DATA (Unaudited): (Continued)


    (In Thousands, Except Per Share Data)

    Quarter Ended

    Total

    2019

        

    March 31

        

    June 30

        

    Sept. 30

        

    Dec. 31

        

    For Year

    Total revenues

    $

    21,155

    $

    20,719

    $

    20,414

    $

    22,448

    $

    84,736

    Gain on sale of real estate, net

    $

    $

    1,099

    $

    2,544

    $

    684

    $

    4,327

    Net income

    $

    4,011

    $

    4,558

    $

    5,097

    $

    4,878

    $

    18,544

    Net income attributable to One Liberty Properties, Inc.

    $

    3,971

    $

    4,112

    $

    5,118

    $

    4,810

    $

    18,011

    Weighted average number of common shares outstanding:

    Basic

     

    18,894

     

    19,023

     

    19,191

    19,245

    19,090

    Diluted

     

    18,993

     

    19,129

     

    19,239

    19,266

    19,119

    Net income per common share attributable to common stockholders:

    Basic

    $

    .19

    $

    .20

    $

    .25

    $

    .23

    $

    .88

    (a)

    Diluted

    $

    .19

    $

    .20

    $

    .25

    $

    .23

    $

    .88

    (a)

    Quarter Ended

    Total

     

    2018

        

    March 31

        

    June 30

        

    Sept. 30

        

    Dec. 31

        

    For Year

     

    Total revenues

    $

    19,534

    $

    19,752

    $

    19,570

    $

    20,270

    $

    79,126

    Gain (loss) on sale of real estate, net

    $

    2,408

    $

    $

    4,585

    $

    (1,731)

    $

    5,262

    Net income

    $

    6,653

    $

    4,546

    $

    10,182

    $

    183

    $

    21,564

    Net income attributable to One Liberty Properties, Inc.

    $

    5,851

    $

    4,517

    $

    10,147

    $

    150

    $

    20,665

    Weighted average number of common shares outstanding:

    Basic

     

    18,396

     

    18,519

     

    18,646

    18,733

    18,575

    Diluted

     

    18,434

     

    18,593

     

    18,705

    18,748

    18,588

    Net income (loss) per common share attributable to common stockholders:

    Basic

    $

    .30

    $

    .23

    $

    .53

    $

    (.01)

    $

    1.05

    (a)

    Diluted

    $

    .30

    $

    .23

    $

    .52

    $

    (.01)

    $

    1.05

    (a)

    (a)Calculated on weighted average shares outstanding for the year.

    F-36

     
     Quarter Ended  
     
     
     Total
    For Year
     
    2016
     March 31 June 30 Sept. 30 Dec. 31 

    Total revenues

     $16,344 $17,233 $18,021 $18,990 $70,588 

    Gain on sale of real estate, net

     $787 $8,918 $119 $263 $10,087 

    Net income

     $3,285 $12,459 $4,323 $4,414 $24,481 

    Net income attributable to One Liberty Properties, Inc. 

     $3,287 $12,441 $4,299 $4,395 $24,422 

    Weighted average number of common shares outstanding:

                    

    Basic

      16,388  16,579  16,845  17,255  16,768 

    Diluted

      16,495  16,686  16,962  17,369  16,882 

    Net income per common share attributable to common stockholders:

                    

    Basic

     $.19 $.72 $.24 $.24 $1.40(a)

    Diluted

     $.18 $.72 $.24 $.24 $1.39(a)

    (a)
    Calculated on weighted average shares outstanding for the year.

    Table of Contents

    ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

    Schedule III—Consolidated Real Estate and Accumulated Depreciation

    December 31, 20172019

    (Amounts in Thousands)

    Cost

    Capitalized

    Gross Amount at Which Carried

    Initial Cost to Company

    Subsequent to

    at December 31, 2019

    Building and

    Acquisition

    Building &

    Accumulated

    Date of

    Date

    Type

        

    Location

        

    Encumbrances

        

    Land

        

    Improvements

        

    Improvements

        

    Land

        

    Improvements

        

    Total

        

    Depreciation (1)

        

    Construction

        

    Acquired

    Health & Fitness

     

    Tucker, GA

    $

    $

    807

    $

    3,027

    $

    3,399

    $

    807

    $

    6,426

    $

    7,233

    $

    2,654

     

    1988

     

    2002

    Health & Fitness

     

    Hamilton, OH

     

    4,542

     

    1,483

     

    5,953

     

     

    1,483

     

    5,953

     

    7,436

     

    1,440

     

    2008

     

    2011

    Health & Fitness

     

    Secaucus, NJ

     

    8,320

     

    5,449

     

    9,873

     

     

    5,449

     

    9,873

     

    15,322

     

    1,751

     

    1986

     

    2012

    Industrial

     

    Columbus, OH

     

     

    435

     

    1,703

     

    52

     

    435

     

    1,755

     

    2,190

     

    827

     

    1979

     

    1995

    Industrial

     

    West Palm Beach, FL

     

     

    181

     

    724

     

    196

     

    181

     

    920

     

    1,101

     

    394

     

    1973

     

    1998

    Industrial

     

    New Hyde Park, NY

     

    2,421

     

    182

     

    728

     

    281

     

    182

     

    1,009

     

    1,191

     

    445

     

    1960

     

    1999

    Industrial

     

    Ronkonkoma, NY

     

    5,580

     

    1,042

     

    4,171

     

    2,903

     

    1,042

     

    7,074

     

    8,116

     

    2,637

     

    1986

     

    2000

    Industrial

     

    Hauppauge, NY

     

    25,860

     

    1,951

     

    10,954

     

    9,600

     

    1,951

     

    20,554

     

    22,505

     

    6,597

     

    1982

     

    2000

    Industrial

     

    Melville, NY

     

    2,582

     

    774

     

    3,029

     

    1,170

     

    774

     

    4,199

     

    4,973

     

    1,549

     

    1982

     

    2003

    Industrial

     

    Saco, ME

     

    5,440

     

    1,027

     

    3,623

     

    2,050

     

    1,027

     

    5,673

     

    6,700

     

    1,346

     

    2001

     

    2006

    Industrial

     

    Baltimore, MD (2)

     

    19,436

     

    6,474

     

    25,282

     

     

    6,474

     

    25,282

     

    31,756

     

    8,243

     

    1960

     

    2006

    Industrial

     

    Durham, NC

     

    2,621

     

    1,043

     

    2,404

     

    44

     

    1,043

     

    2,448

     

    3,491

     

    614

     

    1991

     

    2011

    Industrial

     

    Pinellas Park, FL

     

    2,253

     

    1,231

     

    1,669

     

     

    1,231

     

    1,669

     

    2,900

     

    351

     

    1995

     

    2012

    Industrial

     

    Miamisburg, OH

     

     

    165

     

    1,348

     

    12

     

    165

     

    1,360

     

    1,525

     

    279

     

    1987

     

    2012

    Industrial

     

    Fort Mill, SC

     

    7,766

     

    1,840

     

    12,687

     

    55

     

    1,840

     

    12,742

     

    14,582

     

    2,277

     

    1992

     

    2013

    Industrial

     

    Indianapolis, IN

     

    5,587

     

    1,224

     

    6,935

     

     

    1,224

     

    6,935

     

    8,159

     

    1,460

     

    1997

     

    2013

    Industrial

     

    Fort Mill, SC

     

    23,601

     

    1,804

     

    33,650

     

     

    1,804

     

    33,650

     

    35,454

     

    6,990

     

    1997

     

    2013

    Industrial

     

    New Hope, MN

     

    4,053

     

    881

     

    6,064

     

    81

     

    881

     

    6,145

     

    7,026

     

    804

     

    1967

     

    2014

    Industrial

     

    Louisville, KY

     

    2,189

     

    578

     

    3,727

     

    48

     

    578

     

    3,775

     

    4,353

     

    472

     

    1974

     

    2015

    Industrial

     

    Louisville, KY

     

     

    51

     

    230

     

     

    51

     

    230

     

    281

     

    28

     

    1974

     

    2015

    Industrial

     

    McCalla, AL

     

    9,749

     

    1,588

     

    14,682

     

     

    1,588

     

    14,682

     

    16,270

     

    1,670

     

    2003

     

    2015

    Industrial

     

    St. Louis, MO

     

    11,053

     

    3,728

     

    13,006

     

    701

     

    3,728

     

    13,707

     

    17,435

     

    1,585

     

    1969

     

    2015

    Industrial

     

    Greenville, SC

     

    4,816

     

    693

     

    6,893

     

    225

     

    693

     

    7,118

     

    7,811

     

    693

     

    1997

     

    2016

    Industrial

     

    Greenville, SC

     

    5,351

     

    528

     

    8,074

     

    127

     

    528

     

    8,201

     

    8,729

     

    809

     

    2000

     

    2016

    Industrial

     

    El Paso, TX

     

    13,672

     

    3,691

     

    17,904

     

    350

     

    3,691

     

    18,254

     

    21,945

     

    1,698

     

    1997

     

    2016

    Industrial

     

    Lebanon, TN

     

    21,190

     

    2,094

     

    30,039

     

    46

     

    2,094

     

    30,085

     

    32,179

     

    2,559

     

    1996

     

    2016

    Industrial

     

    Huntersville, NC

     

    4,849

     

    1,046

     

    6,674

     

     

    1,046

     

    6,674

     

    7,720

     

    462

     

    2014

     

    2017

    Industrial

     

    Pittston, PA

     

    6,779

     

    999

     

    9,922

     

    250

     

    999

     

    10,172

     

    11,171

     

    687

     

    1990

     

    2017

    Industrial

     

    Ankeny, IA

     

    8,271

     

    1,351

     

    11,607

     

     

    1,351

     

    11,607

     

    12,958

     

    757

     

    2016

     

    2017

    Industrial

     

    Memphis, TN

     

    4,987

     

    140

     

    7,952

     

     

    140

     

    7,952

     

    8,092

     

    458

     

    1979

     

    2017

    Industrial

     

    Pennsburg, PA

     

    7,998

     

    1,776

     

    11,126

     

     

    1,776

     

    11,126

     

    12,902

     

    553

     

    1986

     

    2018

    Industrial

     

    Plymouth, MN

     

    3,238

     

    1,121

     

    4,429

     

     

    1,121

     

    4,429

     

    5,550

     

    179

     

    1978

     

    2018

    Industrial

     

    Englewood, CO

     

    8,190

     

    1,562

     

    11,300

     

     

    1,562

     

    11,300

     

    12,862

     

    355

     

    2013

     

    2018

    Industrial

     

    Moorestown, NJ

     

    3,904

     

    1,822

     

    5,056

     

     

    1,822

     

    5,056

     

    6,878

     

    150

     

    1990

     

    2018

    Industrial

    Moorestown, NJ

    8,673

    1,443

    10,898

    1,443

    10,898

    12,341

    317

    1972

    2018

    Industrial

    Bakersfield, CA

    1,988

    9,998

    1,988

    9,998

    11,986

    273

    1980

    2018

    Industrial

    Green Park, MO

    6,294

    1,421

    7,835

    1,421

    7,835

    9,256

    210

    2008

    2018

    Industrial

    Greenville, SC

    186

    6,419

    186

    6,419

    6,605

    170

    2008

    2018

    Industrial

    Nashville, TN

    5,149

    1,058

    6,350

    1,058

    6,350

    7,408

    101

    1974

    2019

    Industrial

    Wauconda, IL

    67

    3,423

    41

    67

    3,464

    3,531

    57

    1998

    2019

    Industrial

    Bensalem, PA

    4,052

    1,602

    4,323

    1,602

    4,323

    5,925

    59

    1975

    2019

    Industrial

    Chandler, AZ

    5,170

    1,335

    7,379

    1,335

    7,379

    8,714

    105

    2004

    2019

    Industrial

    LaGrange, GA

    3,187

    297

    4,500

    297

    4,500

    4,797

    54

    2013

    2019

    Industrial

    Shakopee, MN

    4,996

    1,877

    5,462

    10

    1,877

    5,472

    7,349

    42

    1998

    2019

    Industrial

    Rincon, GA

    4,100

     

    61

     

    5,968

     

     

    61

     

    5,968

     

    6,029

     

    32

     

    1998

     

    2019

    Industrial

     

    Chandler, AZ

     

     

    1,164

     

    1,691

     

     

    1,164

     

    1,691

     

    2,855

     

    9

     

    2007

     

    2019

    Industrial

     

    Joppa, MD

     

    9,062

     

    3,815

     

    8,142

     

    1,473

     

    3,815

     

    9,615

     

    13,430

     

    1,443

     

    1994

     

    2014

    Office

     

    Brooklyn, NY

     

    2,326

     

    1,381

     

    5,447

     

    3,013

     

    1,381

     

    8,460

     

    9,841

     

    4,072

     

    1973

     

    1998

    Other

     

    Newark, DE

     

    1,550

     

    935

     

    3,643

     

    43

     

    935

     

    3,686

     

    4,621

     

    1,512

     

    1996

     

    2003

    Other

    Beachwood, OH

    13,901

    13,901

    -

    13,901

    N/A

    2016

    Restaurant

    Hauppauge, NY

    725

    2,963

    725

    2,963

    3,688

    1,046

    1992

    2005

    Restaurant

    Palmyra, PA

    688

    650

    650

    650

    650

    1,300

    154

    1981

    2010

    F-37

     
      
      
      
      
     Cost
    Capitalized
    Subsequent to
    Acquisition
     Gross Amount at Which Carried
    at December 31, 2017
      
      
      
     
     
      
      
     Initial Cost to Company  
      
      
     
     
      
      
      
     Building and
    Improvements
      
     Building &
    Improvements
      
     Accumulated
    Depreciation(1)
     Date of
    Construction
     Date
    Acquired
     
    Type
     Location Encumbrances Land Improvements Land Total 

    Health & Fitness

     Tucker, GA $ $807 $3,027 $3,126 $807 $6,153 $6,960 $2,290  1988  2002 

    Health & Fitness

     Hamilton, OH  4,814  1,483  5,953    1,483  5,953  7,436  1,096  2008  2011 

    Health & Fitness

     Secaucus, NJ  8,865  5,449  9,873    5,449  9,873  15,322  1,253  1986  2012 

    Industrial

     Ronkonkoma, NY    1,042  4,171  2,517  1,042  6,688  7,730  2,181  1986  2000 

    Industrial

     Hauppauge, NY  11,969  1,951  10,954  5,382  1,951  16,336  18,287  5,255  1982  2000 

    Industrial

     Fort Mill, SC  8,290  1,840  12,687  23  1,840  12,710  14,550  1,568  1992  2013 

    Industrial

     Columbus, OH    435  1,703  27  435  1,730  2,165  734  1979  1995 

    Industrial

     West Palm Beach, FL    181  724    181  724  905  348  1973  1998 

    Industrial

     New Hyde Park, NY  2,563  182  728  281  182  1,009  1,191  380  1960  1999 

    Industrial

     Melville, NY  2,749  774  3,029  975  774  4,004  4,778  1,324  1982  2003 

    Industrial

     Saco, ME    1,027  3,623  2,050  1,027  5,673  6,700  1,063  2001  2006 

    Industrial

     Baltimore, MD(2)  20,527  6,474  25,282    6,474  25,282  31,756  6,979  1960  2006 

    Industrial

     Durham, NC  2,788  1,043  2,404    1,043  2,404  3,447  466  1991  2011 

    Industrial

     Pinellas Park, FL  2,384  1,231  1,669    1,231  1,669  2,900  271  1995  2012 

    Industrial

     Miamisburg, OH  735  165  1,348  11  165  1,359  1,524  199  1987  2012 

    Industrial

     Indianapolis, IN  5,933  1,224  6,935    1,224  6,935  8,159  996  1997  2013 

    Industrial

     Fort Mill, SC  24,994  1,804  33,650    1,804  33,650  35,454  5,123  1997  2013 

    Industrial

     New Hope, MN  4,227  881  6,064  81  881  6,145  7,026  481  1967  2014 

    Industrial

     Louisville, KY  2,389  578  3,727  4  578  3,731  4,309  274  1974  2015 

    Industrial

     Louisville, KY    51  230    51  230  281  16  1974  2015 

    Industrial

     McCalla, AL  10,325  1,588  14,682    1,588  14,682  16,270  921  2003  2015 

    Industrial

     St. Louis, MO  11,707  3,728  13,006  695  3,728  13,701  17,429  809  1969  2015 

    Industrial

     Greenville, SC  5,086  693  6,893  11  693  6,904  7,597  322  1997  2016 

    Industrial

     Greenville, SC  5,651  528  8,074  6  528  8,080  8,608  375  2000  2016 

    Industrial

     El Paso, TX  14,487  3,691  17,904  324  3,691  18,228  21,919  737  1997  2016 

    Industrial

     Lebanon, TN  21,288  2,094  30,039  14  2,094  30,053  32,147  1,004  1996  2016 

    Industrial

     Huntersville, NC  5,116  1,046  6,674    1,046  6,674  7,720  111  2014  2017 

    Industrial

     Pittston, PA  7,142  999  9,922  250  999  10,172  11,171  146  1990  2017 

    Industrial

     Ankeny, IA  8,729  1,351  11,607    1,351  11,607  12,958  162  2016  2017 

    Industrial

     Memphis, TN    135  7,952    135  7,952  8,087  43  1979  2017 

    Industrial

     Joppa, MD  9,600  3,815  8,142  1,473  3,815  9,615  13,430  836  1994  2014 

    Office

     Brooklyn, NY  3,532  1,381  5,447  2,870  1,381  8,317  9,698  3,641  1973  1998 

    Other

     Round Rock, TX  13,892  1,678  16,670    1,678  16,670  18,348  1,840  2012  2013 

    Other

     Lakemoor, IL    9,592      9,592    9,592    N/A  2015 

    Other

     Wheaton, IL    10,536      10,536    10,536    N/A  2016 

    Other

     Beachwood, OH    13,901      13,901    13,901    N/A  2016 

    Restaurant

     Hauppauge, NY  1,736  725  2,963    725  2,963  3,688  898  1992  2005 

    Restaurant

     Palmyra, PA  735  650  650    650  650  1,300  121  1981  2010 

    Table of Contents

    Cost

    Capitalized

    Gross Amount at Which Carried

    Initial Cost to Company

    Subsequent to

    at December 31, 2019

    Building and

    Acquisition

    Building &

    Accumulated

    Date of

    Date

    Type

        

    Location

        

    Encumbrances

        

    Land

        

    Improvements

        

    Improvements

        

    Land

        

    Improvements

        

    Total

        

    Depreciation (1)

        

    Construction

        

    Acquired

    Restaurant

    Reading, PA

    680

    655

    625

    655

    625

    1,280

    148

    1981

    2010

    Restaurant

    Reading, PA

    669

    618

    643

    618

    643

    1,261

    153

    1983

    2010

    Restaurant

    Hanover, PA

    752

    736

    686

    736

    686

    1,422

    161

    1992

    2010

    Restaurant

    Gettysburg, PA

    771

    754

    704

    754

    704

    1,458

    165

    1991

    2010

    Restaurant

    Trexlertown, PA

    656

    800

    439

    800

    439

    1,239

    103

    1994

    2010

    Restaurant

    Carrollton, GA

    1,472

    796

    1,458

    796

    1,458

    2,254

    336

    1996

    2012

    Restaurant

    Cartersville, GA

    1,392

    786

    1,346

    786

    1,346

    2,132

    330

    1995

    2012

    Restaurant

    Kennesaw, GA

    1,141

    702

    916

    702

    916

    1,618

    205

    1989

    2012

    Restaurant

    Lawrenceville, GA

    1,095

    866

    899

    866

    899

    1,765

    244

    1988

    2012

    Restaurant

    Concord, NC

    1,441

    999

    1,076

    999

    1,076

    2,075

    208

    2000

    2013

    Restaurant

    Myrtle Beach, SC

    1,441

    1,102

    1,161

    1,102

    1,161

    2,263

    235

    1978

    2013

    Restaurant

    Greensboro, NC

    3,076

    1,770

    1,237

    1,770

    1,237

    3,007

    233

    1983

    2013

    Restaurant

    Richmond, VA

    1,680

    1,341

    1,680

    1,341

    3,021

    242

    1983

    2013

    Restaurant

    Indianapolis, IN

    853

    1,465

    853

    1,465

    2,318

    254

    1982

    2014

    Retail

    Seattle, WA

    201

    189

    35

    201

    224

    425

    156

    1986

    1987

    Retail

    Rosenberg, TX

    216

    863

    66

    216

    929

    1,145

    552

    1994

    1995

    Retail

    Ft. Myers, FL

    1,013

    4,054

    1,013

    4,054

    5,067

    2,344

    1995

    1996

    Retail

    Selden, NY

    2,593

    572

    2,287

    150

    572

    2,437

    3,009

    1,253

    1997

    1999

    Retail

    Batavia, NY

    515

    2,061

    515

    2,061

    2,576

    1,075

    1998

    1999

    Retail

    Champaign, IL

    1,415

    791

    3,165

    530

    791

    3,695

    4,486

    1,740

    1985

    1999

    Retail

    El Paso, TX

    10,493

    2,821

    11,123

    2,587

    2,821

    13,710

    16,531

    6,601

    1974

    2000

    Retail

    Somerville, MA

    510

    1,993

    24

    510

    2,017

    2,527

    850

    1993

    2003

    Retail

    Knoxville, TN

    8,614

    2,290

    8,855

    2,290

    8,855

    11,145

    3,496

    2003

    2004

    Retail

    Onalaska, WI

    3,340

    753

    3,099

    753

    3,099

    3,852

    1,172

    1994

    2004

    Retail

    Hyannis, MA

    802

    2,324

    802

    2,324

    3,126

    695

    1998

    2008

    Retail

    Marston Mills, MA

    461

    2,313

    461

    2,313

    2,774

    687

    1998

    2008

    Retail

    Everett, MA

    1,935

    1,935

    1,935

    N/A

    2008

    Retail

    Kennesaw, GA

    5,077

    1,501

    4,349

    1,138

    1,501

    5,487

    6,988

    1,567

    1995

    2008

    Retail

    Royersford, PA

    19,523

    19,538

    3,150

    424

    19,538

    3,574

    23,112

    906

    2001

    2010

    Retail

    Monroeville, PA

    450

    863

    450

    863

    1,313

    207

    1994

    2010

    Retail

    Houston, TX

    1,962

    1,540

    94

    1,962

    1,634

    3,596

    407

    2006

    2010

    Retail

    Houston, TX

    2,002

    1,800

    2,002

    1,800

    3,802

    464

    2009

    2010

    Retail

    Bolingbrook, IL

    834

    1,887

    101

    834

    1,988

    2,822

    490

    2001

    2011

    Retail

    Crystal Lake, IL

    615

    1,899

    615

    1,899

    2,514

    507

    1997

    2011

    Retail

    Lawrence, KS

    134

    938

    157

    134

    1,095

    1,229

    189

    1915

    2012

    Retail

    Greensboro, NC

    1,290

    1,046

    1,552

    29

    1,046

    1,581

    2,627

    275

    2002

    2014

    Retail

     

    Highlands Ranch, CO

     

     

    2,361

    2,924

    296

    2,361

    3,220

    5,581

    504

     

    1995

     

    2014

    Retail

     

    Woodbury, MN

     

     

    2,790

    1,190

    4,003

    1,190

    4,003

    5,193

    642

     

    2006

     

    2014

    Retail

     

    Cuyahoga Falls, OH

     

     

    1,050

    71

    1,371

    71

    1,371

    1,442

    128

     

    2004

     

    2016

    Retail

     

    Hilliard, OH

     

     

    930

    300

    1,077

    300

    1,077

    1,377

    102

     

    2007

     

    2016

    Retail

     

    Port Clinton, OH

     

     

    900

    52

    1,187

    52

    1,187

    1,239

    113

     

    2005

     

    2016

    Retail

     

    South Euclid, OH

     

     

    1,020

    230

    1,566

    230

    1,566

    1,796

    146

     

    1975

     

    2016

    F-38

     
      
      
      
      
     Cost
    Capitalized
    Subsequent to
    Acquisition
     Gross Amount at Which Carried
    at December 31, 2017
      
      
      
     
     
      
      
     Initial Cost to Company  
      
      
     
     
      
      
      
     Building and
    Improvements
      
     Building &
    Improvements
      
     Accumulated
    Depreciation(1)
     Date of
    Construction
     Date
    Acquired
     
    Type
     Location Encumbrances Land Improvements Land Total 

    Restaurant

     Reading, PA  726  655  625    655  625  1,280  116  1981  2010 

    Restaurant

     Reading, PA  714  618  643    618  643  1,261  121  1983  2010 

    Restaurant

     Hanover, PA  803  736  686    736  686  1,422  126  1992  2010 

    Restaurant

     Gettysburg, PA  823  754  704    754  704  1,458  130  1991  2010 

    Restaurant

     Trexlertown, PA  700  800  439    800  439  1,239  81  1994  2010 

    Restaurant

     Carrollton, GA  1,569  796  1,458    796  1,458  2,254  250  1996  2012 

    Restaurant

     Cartersville, GA  1,484  786  1,346    786  1,346  2,132  245  1995  2012 

    Restaurant

     Kennesaw, GA  1,216  702  916    702  916  1,618  161  1989  2012 

    Restaurant

     Lawrenceville, GA  1,167  866  899    866  899  1,765  204  1988  2012 

    Restaurant

     Concord, NC  1,529  999  1,076    999  1,076  2,075  143  2000  2013 

    Restaurant

     Myrtle Beach, SC  1,529  1,102  1,161    1,102  1,161  2,263  161  1978  2013 

    Restaurant

     Greensboro, NC  3,253  1,770  1,237    1,770  1,237  3,007  156  1983  2013 

    Restaurant

     Richmond, VA    1,680  1,341    1,680  1,341  3,021  162  1983  2013 

    Restaurant

     Indianapolis, IN  928  853  1,465    853  1,465  2,318  169  1982  2014 

    Retail

     Seattle, WA    201  189    201  189  390  143  1986  1987 

    Retail

     Rosenberg, TX    216  863  66  216  929  1,145  500  1994  1995 

    Retail

     Ft. Myers, FL    1,013  4,054    1,013  4,054  5,067  2,141  1995  1996 

    Retail

     Houston, TX    396  1,583  30  396  1,613  2,009  800  1997  1998 

    Retail

     Selden, NY  2,889  572  2,287  150  572  2,437  3,009  1,132  1997  1999 

    Retail

     Champaign, IL  1,580  791  3,165  308  791  3,473  4,264  1,553  1985  1999 

    Retail

     El Paso, TX  11,086  2,821  11,123  2,544  2,821  13,667  16,488  5,567  1974  2000 

    Retail

     Somerville, MA  1,774  510  1,993  24  510  2,017  2,527  749  1993  2003 

    Retail

     Newark, DE  1,716  935  3,643  43  935  3,686  4,621  1,318  1996  2003 

    Retail

     Knoxville, TN  9,112  2,290  8,855    2,290  8,855  11,145  3,053  2003  2004 

    Retail

     Onalaska, WI  3,539  753  3,099    753  3,099  3,852  1,017  1994  2004 

    Retail

     Hyannis, MA  131  802  2,324    802  2,324  3,126  579  1998  2008 

    Retail

     Marston Mills, MA    461  2,313    461  2,313  2,774  571  1998  2008 

    Retail

     Everett, MA  1,178  1,935      1,935    1,935    N/A  2008 

    Retail

     Kennesaw, GA  5,373  1,501  4,349  1,138  1,501  5,487  6,988  1,148  1995  2008 

    Retail

     Royersford, PA  19,750  19,538  3,150  424  19,538  3,574  23,112  707  2001  2010 

    Retail

     Monroeville, PA    450  863    450  863  1,313  164  1994  2010 

    Retail

     Houston, TX    1,962  1,540    1,962  1,540  3,502  315  2006  2010 

    Retail

     Houston, TX    2,002  1,800    2,002  1,800  3,802  362  2009  2010 

    Retail

     Bolingbrook, IL    834  1,887  101  834  1,988  2,822  368  2001  2011 

    Retail

     Crystal Lake, IL  1,696  615  1,899    615  1,899  2,514  396  1997  2011 

    Retail

     Lawrence, KS    134  938  22  134  960  1,094  138  1915  2012 

    Retail

     Greensboro, NC  1,365  1,046  1,552  29  1,046  1,581  2,627  182  2002  2014 

    Retail

     Highlands Ranch, CO    2,361  2,924    2,361  2,924  5,285  307  1995  2014 

    Retail

     Woodbury, MN  2,957  1,190  4,003    1,190  4,003  5,193  413  2006  2014 

    Retail

     Lincoln, NE    3,768  11,832  30  3,768  11,862  15,630  888  2001  2015 

    Retail

     Cuyahoga Falls, OH  1,114  71  1,371    71  1,371  1,442  55  2004  2016 

    Retail

     Hilliard, OH  987  300  1,077    300  1,077  1,377  45  2007  2016 

    Retail

     Port Clinton, OH  955  52  1,187    52  1,187  1,239  49  2005  2016 

    Retail

     South Euclid, OH  1,083  230  1,566    230  1,566  1,796  63  1975  2016 

    Retail

     St Louis Park, MN    3,388  13,088  141  3,388  13,229  16,617  483  1962  2016 

    Table of Contents

    Cost

    Capitalized

    Gross Amount at Which Carried

    Initial Cost to Company

    Subsequent to

    at December 31, 2019

    Building and

    Acquisition

    Building &

    Accumulated

    Date of

    Date

    Type

        

    Location

        

    Encumbrances

        

    Land

        

    Improvements

        

    Improvements

        

    Land

        

    Improvements

        

    Total

        

    Depreciation (1)

        

    Construction

        

    Acquired

    Retail

     

    St Louis Park, MN

     

     

    3,388

    13,088

    141

    3,388

    13,229

    16,617

    1,193

     

    1962

     

    2016

    Retail

     

    Deptford, NJ

     

     

    2,569

    572

    1,779

    705

    572

    2,484

    3,056

    758

     

    1981

     

    2012

    Retail

     

    Cape Girardeau, MO

     

     

    1,097

    545

    1,547

    545

    1,547

    2,092

    316

     

    1994

     

    2012

    Retail

     

    Littleton, CO

     

     

    10,446

    6,005

    11,272

    404

    6,005

    11,676

    17,681

    1,739

     

    1985

     

    2015

    Retail - Supermarket

     

    West Hartford, CT

     

     

    16,203

    9,296

    4,813

    261

    9,296

    5,074

    14,370

    1,348

     

    2005

     

    2010

    Retail - Supermarket

     

    West Hartford, CT

     

     

    2,881

    94

    326

    2,881

    420

    3,301

    206

     

    N/A

     

    2010

    Retail - Supermarket

     

    Philadelphia, PA

     

     

    3,907

    1,793

    5,640

    80

    1,793

    5,720

    7,513

    836

     

    1992

     

    2014

    Retail-Furniture

     

    Columbus, OH

     

     

    1,445

    5,431

    460

    1,445

    5,891

    7,336

    3,211

     

    1996

     

    1997

    Retail-Furniture

     

    Duluth, GA (3)

     

     

    1,408

    778

    3,436

    778

    3,436

    4,214

    1,178

     

    1987

     

    2006

    Retail-Furniture

     

    Fayetteville, GA (3)

     

     

    1,768

    976

    4,308

    976

    4,308

    5,284

    1,477

     

    1987

     

    2006

    Retail-Furniture

     

    Wichita, KS (3)

     

     

    2,153

    1,189

    5,248

    1,189

    5,248

    6,437

    1,799

     

    1996

     

    2006

    Retail-Furniture

     

    Lexington, KY (3)

     

     

    1,447

    800

    3,532

    800

    3,532

    4,332

    1,210

     

    1999

     

    2006

    Retail-Furniture

     

    Bluffton, SC (3)

     

     

    1,066

    589

    2,600

    589

    2,600

    3,189

    891

     

    1994

     

    2006

    Retail-Furniture

     

    Amarillo, TX (3)

     

     

    1,557

    860

    3,810

    860

    3,810

    4,670

    1,305

     

    1996

     

    2006

    Retail-Furniture

     

    Austin, TX (3)

     

     

    2,873

    1,587

    7,010

    1,587

    7,010

    8,597

    2,402

     

    2001

     

    2006

    Retail-Furniture

     

    Tyler, TX (3)

     

     

    1,866

    1,031

    4,554

    1,031

    4,554

    5,585

    1,561

     

    2001

     

    2006

    Retail-Furniture

     

    Newport News, VA (3)

     

     

    1,360

    751

    3,316

    751

    3,316

    4,067

    1,137

     

    1995

     

    2006

    Retail-Furniture

     

    Richmond, VA (3)

     

     

    1,569

    867

    3,829

    867

    3,829

    4,696

    1,313

     

    1979

     

    2006

    Retail-Furniture

     

    Virginia Beach, VA (3)

     

     

    1,545

    854

    3,770

    854

    3,770

    4,624

    1,292

     

    1995

     

    2006

    Retail-Furniture

     

    Gurnee, IL

     

     

    834

    3,635

    834

    3,635

    4,469

    1,208

     

    1994

     

    2006

    Retail-Furniture

     

    Naples, FL

     

     

    1,949

    3,070

    2,846

    189

    3,070

    3,035

    6,105

    868

     

    1992

     

    2008

    Retail-Office Supply

     

    Lake Charles, LA (4)

     

     

    4,836

    1,167

    4,669

    599

    1,167

    5,268

    6,435

    2,359

     

    1998

     

    2002

    Retail-Office Supply

     

    Chicago, IL (4)

     

     

    3,534

    3,877

    2,256

    3,877

    2,256

    6,133

    637

     

    1994

     

    2008

    Retail-Office Supply

     

    Cary, NC (4)

     

     

    2,982

    1,129

    3,736

    1,129

    3,736

    4,865

    1,055

     

    1995

     

    2008

    Retail-Office Supply

     

    Eugene, OR (4)

     

     

    2,655

    1,952

    2,096

    1,952

    2,096

    4,048

    592

     

    1994

     

    2008

    Retail-Office Supply

     

    El Paso, TX (4)

     

     

    2,320

    1,035

    2,700

    1,035

    2,700

    3,735

    762

     

    1993

     

    2008

    Theater

     

    Greensboro, NC

     

     

    8,328

    3,000

    11,328

    11,328

    8,203

     

    1999

     

    2004

    Theater

     

    Indianapolis, IN

     

     

    4,002

    3,099

    5,225

    19

    3,099

    5,244

    8,343

    732

     

    1997

     

    2014

    $

    440,278

    $

    195,320

    $

    602,532

    $

    37,985

    $

    195,320

    $

    640,517

    $

    835,837

    $

    135,302

     
      
      
      
      
     Cost
    Capitalized
    Subsequent to
    Acquisition
     Gross Amount at Which Carried
    at December 31, 2017
      
      
      
     
     
      
      
     Initial Cost to Company  
      
      
     
     
      
      
      
     Building and
    Improvements
      
     Building &
    Improvements
      
     Accumulated
    Depreciation(1)
     Date of
    Construction
     Date
    Acquired
     
    Type
     Location Encumbrances Land Improvements Land Total 

    Retail

     Deptford, NJ  2,718  572  1,779  705  572  2,484  3,056  556  1981  2012 

    Retail

     Cape Girardeau, MO  1,199  545  1,547    545  1,547  2,092  229  1994  2012 

    Retail

     Clemmons, NC  2,119  2,564  3,293    2,564  3,293  5,857  561  1993  2013 

    Retail

     Houston, TX  4,423  3,121  3,767  179  3,121  3,946  7,067  700  2001  2012 

    Retail

     Littleton, CO  11,077  6,005  11,272  206  6,005  11,478  17,483  975  1985  2015 

    Retail—Supermarket

     Philadelphia, PA  4,276  1,793  5,640  80  1,793  5,720  7,513  511  1992  2014 

    Retail—Supermarket

     West Hartford, CT  17,211  9,296  4,813  261  9,296  5,074  14,370  1,055  2005  2010 

    Retail—Supermarket

     West Hartford, CT    2,881  94  326  2,881  420  3,301  148  N/A  2010 

    Retail—Furniture

     Columbus, OH    1,445  5,431  413  1,445  5,844  7,289  2,914  1996  1997 

    Retail—Furniture

     Duluth, GA(3)  1,558  778  3,436    778  3,436  4,214  1,006  1987  2006 

    Retail—Furniture

     Fayetteville, GA(3)  1,956  976  4,308    976  4,308  5,284  1,262  1987  2006 

    Retail—Furniture

     Wichita, KS(3)  2,382  1,189  5,248    1,189  5,248  6,437  1,537  1996  2006 

    Retail—Furniture

     Lexington, KY(3)  1,602  800  3,532    800  3,532  4,332  1,034  1999  2006 

    Retail—Furniture

     Bluffton, SC(3)  1,180  589  2,600    589  2,600  3,189  761  1994  2006 

    Retail—Furniture

     Amarillo, TX(3)  1,723  860  3,810    860  3,810  4,670  1,112  1996  2006 

    Retail—Furniture

     Austin, TX(3)  3,179  1,587  7,010    1,587  7,010  8,597  2,052  2001  2006 

    Retail—Furniture

     Tyler, TX(3)  2,066  1,031  4,554    1,031  4,554  5,585  1,333  2001  2006 

    Retail—Furniture

     Newport News, VA(3)  1,505  751  3,316    751  3,316  4,067  971  1995  2006 

    Retail—Furniture

     Richmond, VA(3)  1,736  867  3,829    867  3,829  4,696  1,121  1979  2006 

    Retail—Furniture

     Virginia Beach, VA(3)  1,711  854  3,770    854  3,770  4,624  1,104  1995  2006 

    Retail—Furniture

     Gurnee, IL    834  3,635    834  3,635  4,469  1,026  1994  2006 

    Retail—Furniture

     Naples, FL  2,069  3,070  2,846  189  3,070  3,035  6,105  700  1992  2008 

    Retail—Office Supply

     Batavia, NY(4)    515  2,061    515  2,061  2,576  972  1998  1999 

    Retail—Office Supply

     Lake Charles, LA(4)  5,146  1,167  4,669  599  1,167  5,268  6,435  2,014  1998  2002 

    Retail—Office Supply

     Athens, GA(4)  2,772  1,130  4,340    1,130  4,340  5,470  1,478  2003  2004 

    Retail—Office Supply

     Chicago, IL(4)  3,735  3,877  2,256    3,877  2,256  6,133  524  1994  2008 

    Retail—Office Supply

     Cary, NC(4)  3,151  1,129  3,736    1,129  3,736  4,865  868  1995  2008 

    Retail—Office Supply

     Eugene, OR(4)  2,805  1,952  2,096    1,952  2,096  4,048  487  1994  2008 

    Retail—Office Supply

     El Paso, TX(4)  2,451  1,035  2,700    1,035  2,700  3,735  627  1993  2008 

    Theater

     Greensboro, NC      8,328      8,328  8,328  7,170  1999  2004 

    Theater

     Indianapolis, IN  4,217  3,099  5,225  19  3,099  5,244  8,343  451  1997  2014 

       $396,946 $209,320 $537,860 $28,147 $209,320 $566,007 $775,327 $108,953       

    Note 1—Depreciation is provided over the estimated useful lives of the buildings and improvements, which range from 35 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'sCompany’s benefit, since the property was not producing sufficient rent at the time of acquisition. The Company recorded the receipt of this rental reserve as a reduction to land and building.

    Note 3—These 11 properties are retail furniture stores covered by one master lease and one loan that is secured by cross - collateralizedcross-collateralized mortgages. They are located in six states (Georgia, Kansas, Kentucky, South Carolina, Texas and Virginia).

    Note 4—These seven5 properties are retail office supply stores net leased to the same tenant, pursuant to separate leases. FiveNaN of these leases contain cross default provisions. They are located in seven states (Illinois, Louisiana, North Carolina, Texas, Georgia, Oregon, and New York).


    F-39

    ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

    Notes to Schedule III

    Consolidated Real Estate and Accumulated Depreciation

    (a)

    Reconciliation of "Real“Real Estate and Accumulated Depreciation"
          Depreciation”

          (Amounts in Thousands)

          Year Ended December 31, 

              

          2019

              

          2018

              

          2017

          Investment in real estate:

          Balance, beginning of year

          $

          829,143

          $

          775,327

          $

          748,065

          Addition: Land, buildings and improvements

           

          49,669

           

          86,117

           

          47,207

          Deduction: Properties sold

          (42,975)

          (32,301)

          (19,792)

          Deduction: Impairment loss

           

           

           

          (153)

          Balance, end of year

          $

          835,837

          $

          829,143

          $

          775,327

          (b)

          Accumulated depreciation:

          Balance, beginning of year

          $

          123,684

          $

          108,953

          $

          96,852

          Addition: Depreciation

           

          17,534

           

          16,615

           

          15,689

          Deduction: Accumulated depreciation related to properties sold

           

          (5,916)

           

          (1,884)

           

          (3,588)

          Balance, end of year

          $

          135,302

          $

          123,684

          $

          108,953

          (b)At December 31, 2019, the aggregate cost for federal income tax purposes is approximately $16,861 greater than the Company’s recorded values.

    F-40

     
     Year Ended December 31, 
     
     2017 2016 2015 

    Investment in real estate (b):

              

    Balance, beginning of year

     
    $

    748,065
     
    $

    662,182
     
    $

    592,668
     

    Addition: Land, buildings and improvements

      47,207  121,564  83,643 

    Deduction: Properties sold/conveyed

      (19,792) (35,681) (14,129)

    Deduction: Impairment loss

      (153)    

    Balance, end of year

     $775,327 $748,065 $662,182 

      (c)       

    Accumulated depreciation (b):

              

    Balance, beginning of year

     
    $

    96,852
     
    $

    87,801
     
    $

    77,643
     

    Addition: Depreciation

      15,689  14,247  12,680 

    Deduction: Accumulated depreciation related to properties sold/conveyed

      (3,588) (5,196) (2,522)

    Balance, end of year

     $108,953 $96,852 $87,801 
    (b)
    Includes properties held-for-sale in 2015.

    (c)
    The aggregate cost of the properties is approximately $13,260 higher for federal income tax purposes at December 31, 2017.