Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2019 | Nov. 01, 2019 | |
Document and Entity Information | ||
Entity Registrant Name | ONE LIBERTY PROPERTIES, INC. | |
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2019 | |
Entity File Number | 001-09279 | |
Entity Incorporation, State or Country Code | MD | |
Entity Tax Identification Number | 13-3147497 | |
Entity Address, Address Line One | 60 Cutter Mill Road | |
Entity Address, City or Town | Great Neck | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 11021 | |
City Area Code | 516 | |
Local Phone Number | 466-3100 | |
Title of 12(b) Security | Common Stock | |
Trading Symbol | OLP | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 19,925,180 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q3 | |
Entity Central Index Key | 0000712770 | |
Amendment Flag | false |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 | |
Real estate investments, at cost | |||
Land | $ 195,771 | $ 204,162 | |
Buildings and improvements | 649,011 | 624,981 | |
Total real estate investments, at cost | 844,782 | 829,143 | |
Less accumulated depreciation | 133,489 | 123,684 | |
Real estate investments, net | 711,293 | 705,459 | |
Property held-for-sale | 1,227 | ||
Investment in unconsolidated joint ventures | 11,070 | 10,857 | |
Cash and cash equivalents | 10,941 | 15,204 | |
Restricted cash | 1,106 | ||
Unbilled rent receivable | 14,202 | 13,722 | |
Unamortized intangible lease assets, net | 26,375 | 26,541 | |
Escrow, deposits, and other assets and receivables | 10,033 | 8,023 | |
Total assets | [1] | 785,141 | 780,912 |
Liabilities: | |||
Mortgages payable, net of $4,302 and $4,298 of deferred financing costs, respectively | 435,115 | 418,798 | |
Line of credit, net of $670 and $312 of deferred financing costs, respectively | 18,780 | 29,688 | |
Dividends payable | 8,942 | 8,724 | |
Accrued expenses and other liabilities | 17,784 | 11,094 | |
Unamortized intangible lease liabilities, net | 12,552 | 14,013 | |
Total liabilities | [1] | 493,173 | 482,317 |
Commitments and contingencies | |||
One Liberty Properties, Inc. stockholders' equity: | |||
Preferred stock, $1 par value; 12,500 shares authorized; none issued | |||
Common stock, $1 par value; 25,000 shares authorized; 19,197 and 18,736 shares issued and outstanding | 19,197 | 18,736 | |
Paid-in capital | 299,198 | 287,250 | |
Accumulated other comprehensive (loss) income | (3,374) | 1,890 | |
Distributions in excess of net income | (24,225) | (10,730) | |
Total One Liberty Properties, Inc. stockholders' equity | 290,796 | 297,146 | |
Non-controlling interests in consolidated joint ventures | [1] | 1,172 | 1,449 |
Total equity | 291,968 | 298,595 | |
Total liabilities and equity | $ 785,141 | $ 780,912 | |
[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: $12,158 and $14,722 of land, $24,426 and $27,642 of building and improvements, net of $ 4,109 and $4,119 of accumulated depreciation, $3,390 and $3,931 of other assets included in other line items, $24,404 and $26,850 of real estate debt, net, $1,321 and $2,455 of other liabilities included in other line items and $1,172 and $1,449 of non-controlling interests as of September 30, 2019 and December 31, 2018, respectively. |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 | |
Preferred stock, par value (in dollars per share) | $ 1 | $ 1 | |
Preferred stock, shares authorized | 12,500,000 | 12,500,000 | |
Preferred stock, shares issued | 0 | 0 | |
Common stock, par value (in dollars per share) | $ 1 | $ 1 | |
Common stock, shares authorized | 25,000,000 | 25,000,000 | |
Common stock, shares issued | 19,197 | 18,736 | |
Land | $ 195,771 | $ 204,162 | |
Buildings and improvements | 649,011 | 624,981 | |
Accumulated depreciation | 133,489 | 123,684 | |
Non-controlling interests in consolidated joint ventures | [1] | 1,172 | 1,449 |
Consolidated VIE entities | |||
Land | 12,158 | 14,722 | |
Buildings and improvements | 24,426 | 27,642 | |
Accumulated depreciation | 4,109 | 4,119 | |
Other assets | 3,390 | 3,931 | |
Real estate debt, net | 24,404 | 26,850 | |
Other liabilities | 1,321 | 2,455 | |
Non-controlling interests in consolidated joint ventures | 1,172 | 1,449 | |
Line of Credit | |||
Deferred financing costs | 670 | 312 | |
Mortgages payable | |||
Deferred financing costs | $ 4,302 | $ 4,298 | |
[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: $12,158 and $14,722 of land, $24,426 and $27,642 of building and improvements, net of $ 4,109 and $4,119 of accumulated depreciation, $3,390 and $3,931 of other assets included in other line items, $24,404 and $26,850 of real estate debt, net, $1,321 and $2,455 of other liabilities included in other line items and $1,172 and $1,449 of non-controlling interests as of September 30, 2019 and December 31, 2018, respectively. |
CONSOLIDATED STATEMENTS OF INCO
CONSOLIDATED STATEMENTS OF INCOME - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Revenues: | ||||
Total revenues | $ 20,414 | $ 19,570 | $ 62,288 | $ 58,856 |
Operating expenses: | ||||
Depreciation and amortization | 5,566 | 5,672 | 16,353 | 16,104 |
General and administrative (see Note 10 for related party information) | 3,143 | 3,071 | 9,319 | 8,999 |
Real estate expenses (see Note 10 for related party information) | 3,692 | 2,669 | 10,544 | 8,005 |
State taxes | 68 | 59 | 255 | 286 |
Total operating expenses | 12,469 | 11,471 | 36,471 | 33,394 |
Other operating income | ||||
Gain on sale of real estate, net | 2,544 | 4,585 | 3,643 | 6,993 |
Operating income | 10,489 | 12,684 | 29,460 | 32,455 |
Other income and expenses: | ||||
Equity in earnings (loss) of unconsolidated joint ventures | 50 | 173 | (32) | 716 |
Equity in earnings from sale of unconsolidated joint venture properties | 1,986 | 2,057 | ||
Other income | 8 | 7 | 18 | 17 |
Interest: | ||||
Expense | (5,198) | (4,448) | (15,041) | (13,195) |
Amortization and write-off of deferred financing costs | (252) | (220) | (739) | (669) |
Net income | 5,097 | 10,182 | 13,666 | 21,381 |
Net loss (income) attributable to non-controlling interests | 21 | (35) | (465) | (866) |
Net income attributable to One Liberty Properties, Inc. | $ 5,118 | $ 10,147 | $ 13,201 | $ 20,515 |
Weighted average number of common shares outstanding: | ||||
Basic (in shares) | 19,191 | 18,646 | 19,037 | 18,521 |
Diluted (in shares) | 19,239 | 18,705 | 19,076 | 18,562 |
Per common share attributable to common stockholders: | ||||
Basic (in dollars per share) | $ 0.25 | $ 0.53 | $ 0.64 | $ 1.06 |
Diluted (in dollars per share) | $ 0.25 | $ 0.52 | $ 0.64 | $ 1.06 |
Rental income, net | ||||
Revenues: | ||||
Total revenues | $ 20,414 | $ 19,198 | $ 62,288 | $ 58,484 |
Lease termination fee | ||||
Revenues: | ||||
Total revenues | $ 372 | $ 372 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME | ||||
Net income | $ 5,097,000 | $ 10,182,000 | $ 13,666,000 | $ 21,381,000 |
Other comprehensive (loss) gain | ||||
Net unrealized (loss) gain on derivative instruments | (1,180,000) | 871,000 | (5,275,000) | 4,671,000 |
Reclassification of One Liberty Properties Inc.'s share of joint venture net realized gain on derivative instrument | (110,000) | (110,000) | ||
One Liberty Properties, Inc.'s share of joint ventures' net unrealized gain on derivative instruments | 76,000 | |||
Other comprehensive (loss) gain | (1,180,000) | 871,000 | (5,275,000) | 4,637,000 |
Comprehensive income | 3,917,000 | 11,053,000 | 8,391,000 | 26,018,000 |
Net loss (income) attributable to non-controlling interests | 21,000 | (35,000) | (465,000) | (866,000) |
Adjustment for derivative instruments attributable to non-controlling interests | 2,000 | (3,000) | 11,000 | (11,000) |
Comprehensive income attributable to One Liberty Properties, Inc. | $ 3,940,000 | $ 11,015,000 | $ 7,937,000 | $ 25,141,000 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - USD ($) $ in Thousands | Common Stock | Paid-in Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Undistributed Net Income | Accumulated Distributions in Excess of Net Income | Non-Controlling Interests in Consolidated Joint Ventures | Total |
Balances at Dec. 31, 2017 | $ 18,261 | $ 275,087 | $ 155 | $ 3,257 | $ 1,742 | $ 298,502 | |
Distributions - common stock | |||||||
Cash - $.45 per share | $ (8,581) | (8,581) | |||||
Restricted stock vesting | 106 | (106) | |||||
Shares issued through dividend reinvestment plan | 50 | 1,131 | 1,181 | ||||
Distributions to non-controlling interests | (1,082) | (1,082) | |||||
Compensation expense - restricted stock | 826 | 826 | |||||
Net income (loss) | 5,851 | 802 | 6,653 | ||||
Other comprehensive income (loss) | 2,744 | 6 | 2,750 | ||||
Balances at Mar. 31, 2018 | 18,417 | 276,938 | 2,899 | 527 | 1,468 | 300,249 | |
Balances at Dec. 31, 2017 | 18,261 | 275,087 | 155 | 3,257 | 1,742 | 298,502 | |
Distributions - common stock | |||||||
Net income (loss) | 21,381 | ||||||
Other comprehensive income (loss) | 4,637 | ||||||
Balances at Sep. 30, 2018 | 18,669 | 284,772 | 4,781 | (2,155) | 1,439 | 307,506 | |
Balances at Mar. 31, 2018 | 18,417 | 276,938 | 2,899 | 527 | 1,468 | 300,249 | |
Distributions - common stock | |||||||
Cash - $.45 per share | (8,652) | (8,652) | |||||
Shares issued through equity offering program - net | 93 | 2,165 | 2,258 | ||||
Shares issued through dividend reinvestment plan | 65 | 1,437 | 1,502 | ||||
Distributions to non-controlling interests | (77) | (77) | |||||
Compensation expense - restricted stock | 856 | 856 | |||||
Net income (loss) | 4,517 | 29 | 4,546 | ||||
Other comprehensive income (loss) | 1,014 | 2 | 1,016 | ||||
Balances at Jun. 30, 2018 | 18,575 | 281,396 | 3,913 | (3,608) | 1,422 | 301,698 | |
Distributions - common stock | |||||||
Cash - $.45 per share | (8,694) | (8,694) | |||||
Shares issued through equity offering program - net | 33 | 879 | 912 | ||||
Shares issued through dividend reinvestment plan | 61 | 1,526 | 1,587 | ||||
Distributions to non-controlling interests | (21) | (21) | |||||
Compensation expense - restricted stock | 971 | 971 | |||||
Net income (loss) | 10,147 | 35 | 10,182 | ||||
Other comprehensive income (loss) | 868 | 3 | 871 | ||||
Balances at Sep. 30, 2018 | 18,669 | 284,772 | 4,781 | (2,155) | 1,439 | 307,506 | |
Balances at Dec. 31, 2018 | 18,736 | 287,250 | 1,890 | (10,730) | 1,449 | 298,595 | |
Distributions - common stock | |||||||
Cash - $.45 per share | (8,832) | (8,832) | |||||
Restricted stock vesting | 112 | (112) | |||||
Shares issued through equity offering program - net | 37 | 1,002 | 1,039 | ||||
Shares issued through dividend reinvestment plan | 52 | 1,147 | 1,199 | ||||
Distributions to non-controlling interests | (5) | (5) | |||||
Compensation expense - restricted stock | 954 | 954 | |||||
Net income (loss) | 3,971 | 40 | 4,011 | ||||
Other comprehensive income (loss) | (1,572) | (5) | (1,577) | ||||
Balances at Mar. 31, 2019 | 18,937 | 290,241 | 318 | (15,591) | 1,479 | 295,384 | |
Balances at Dec. 31, 2018 | 18,736 | 287,250 | 1,890 | (10,730) | 1,449 | 298,595 | |
Distributions - common stock | |||||||
Net income (loss) | 13,666 | ||||||
Other comprehensive income (loss) | (5,275) | ||||||
Balances at Sep. 30, 2019 | 19,197 | 299,198 | (3,374) | (24,225) | 1,172 | 291,968 | |
Balances at Mar. 31, 2019 | 18,937 | 290,241 | 318 | (15,591) | 1,479 | 295,384 | |
Distributions - common stock | |||||||
Cash - $.45 per share | (8,922) | (8,922) | |||||
Shares issued through equity offering program - net | 143 | 4,132 | 4,275 | ||||
Shares issued through dividend reinvestment plan | 59 | 1,529 | 1,588 | ||||
Distributions to non-controlling interests | (692) | (692) | |||||
Compensation expense - restricted stock | 938 | 938 | |||||
Net income (loss) | 4,112 | 446 | 4,558 | ||||
Other comprehensive income (loss) | (2,514) | (4) | (2,518) | ||||
Balances at Jun. 30, 2019 | 19,139 | 296,840 | (2,196) | (20,401) | 1,229 | 294,611 | |
Distributions - common stock | |||||||
Cash - $.45 per share | (8,942) | (8,942) | |||||
Restricted stock vesting | 3 | (3) | |||||
Shares issued through equity offering program - net | (58) | (58) | |||||
Shares issued through dividend reinvestment plan | 55 | 1,477 | 1,532 | ||||
Distributions to non-controlling interests | (34) | (34) | |||||
Compensation expense - restricted stock | 942 | 942 | |||||
Net income (loss) | $ 5,118 | (21) | 5,097 | ||||
Other comprehensive income (loss) | (1,178) | (2) | (1,180) | ||||
Balances at Sep. 30, 2019 | $ 19,197 | $ 299,198 | $ (3,374) | $ (24,225) | $ 1,172 | $ 291,968 |
CONSOLIDATED STATEMENTS OF CH_2
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (Parenthetical) - $ / shares | 3 Months Ended | |||||
Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | |
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY | ||||||
Distributions - common stock, Cash per share (in dollars per share) | $ 0.45 | $ 0.45 | $ 0.45 | $ 0.45 | $ 0.45 | $ 0.45 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Cash flows from operating activities: | ||
Net income | $ 13,666 | $ 21,381 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Gain on sale of real estate, net | (3,643) | (6,993) |
Increase in unbilled rent receivable | (1,171) | (841) |
Write-off of unbilled rent receivable | 382 | 74 |
Provision for unbilled rent receivable | 1,440 | |
Amortization and write-off of intangibles relating to leases, net | (709) | (1,605) |
Amortization of restricted stock expense | 2,834 | 2,653 |
Equity in loss (earnings) of unconsolidated joint ventures | 32 | (716) |
Equity in earnings from sale of unconsolidated joint venture properties | (2,057) | |
Distributions of earnings from unconsolidated joint ventures | 41 | 2,328 |
Depreciation and amortization | 16,353 | 16,104 |
Amortization and write-off of deferred financing costs | 739 | 669 |
Payment of leasing commissions | (266) | (254) |
Decrease (increase) in escrow, deposits, other assets and receivables | 163 | (1,154) |
Decrease in accrued expenses and other liabilities | (571) | (1,400) |
Net cash provided by operating activities | 27,850 | 29,629 |
Cash flows from investing activities: | ||
Purchase of real estate | (40,306) | (18,452) |
Improvements to real estate | (2,979) | (6,829) |
Net proceeds from sale of real estate | 23,167 | 17,417 |
Contributions of capital to unconsolidated joint venture | (296) | |
Distributions of capital from unconsolidated joint venture | 11 | 852 |
Net cash used in investing activities | (20,403) | (7,012) |
Cash flows from financing activities: | ||
Scheduled amortization payments of mortgages payable | (9,687) | (8,072) |
Repayment of mortgages payable | (6,812) | (12,731) |
Proceeds from mortgage financings | 32,820 | 30,863 |
Proceeds from sale of common stock, net | 5,256 | 3,170 |
Proceeds from bank line of credit | 48,150 | 28,500 |
Repayment on bank line of credit | (58,700) | (37,900) |
Issuance of shares through dividend reinvestment plan | 4,319 | 4,270 |
Payment of financing costs | (1,094) | (675) |
Distributions to non-controlling interests | (731) | (1,180) |
Cash distributions to common stockholders | (26,478) | (25,726) |
Net cash used in financing activities | (12,957) | (19,481) |
Net (decrease) increase in cash, cash equivalents and restricted cash | (5,510) | 3,136 |
Cash, cash equivalents and restricted cash at beginning of year | 16,733 | 14,668 |
Cash, cash equivalents and restricted cash at end of period | 11,223 | 17,804 |
Supplemental disclosures of cash flow information: | ||
Cash paid during the period for interest expense | 15,137 | 13,196 |
Supplemental disclosure of non-cash investing activity: | ||
Right of use assets and related lease liabilities | 5,027 | |
Purchase accounting allocation - intangible lease assets | 3,324 | |
Purchase accounting allocation - intangible lease liabilities | $ (677) | $ 0 |
CONSOLIDATED STATEMENTS OF CA_2
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2019 | Sep. 30, 2018 |
Reconciliation of cash, cash equivalents, and restricted cash | ||
Cash and cash equivalents | $ 10,941 | $ 17,173 |
Restricted cash | 379 | |
Restricted cash included in escrow, deposits and other assets and receivables | 282 | 252 |
Total cash, cash equivalents and restricted cash shown in the consolidated statement of cash flows | $ 11,223 | $ 17,804 |
Organization and Background
Organization and Background | 9 Months Ended |
Sep. 30, 2019 | |
Organization and Background | |
Organization and Background | Note 1 – Organization and Background One Liberty Properties, Inc. (“OLP”) was incorporated in 1982 in Maryland. OLP is a self-administered and self-managed real estate investment trust (“REIT”). OLP acquires, owns and manages a geographically diversified portfolio consisting primarily of industrial, retail, restaurant, health and fitness, and theater properties, many of which are subject to long-term net leases. As of September 30, 2019, OLP owns |
Summary Accounting Policies
Summary Accounting Policies | 9 Months Ended |
Sep. 30, 2019 | |
Summary Accounting Policies | |
Summary Accounting Policies | Note 2 – Summary Accounting Policies Principles of Consolidation/Basis of Preparation The accompanying unaudited consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and include all of the information and disclosures required by U.S. Generally Accepted Accounting Principles (“GAAP”) for interim reporting. Accordingly, they do not include all of the disclosures required by GAAP for complete financial statement disclosures. In the opinion of management, all adjustments of a normal recurring nature necessary for fair presentation have been included. The results of operations for the three and nine months ended September 30, 2019 and 2018 are not necessarily indicative of the results for the full year. These statements should be read in conjunction with the consolidated financial statements and related notes included in OLP’s Annual Report on Form 10-K for the year ended December 31, 2018. The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. The consolidated financial statements include the accounts and operations of OLP, its wholly-owned subsidiaries, its joint ventures in which the Company, as defined, has a controlling interest, and variable interest entities (“VIEs”) of which the Company is the primary beneficiary. OLP and its consolidated subsidiaries are referred to herein as the “Company”. Material intercompany items and transactions have been eliminated in consolidation. Investment in Joint Ventures and Variable Interest Entities The Financial Accounting Standards Board, or FASB, provides guidance for determining whether an entity is a VIE. VIEs are defined as entities in which equity investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support. A VIE is required to be consolidated by its primary beneficiary, which is the party that (i) has the power to control the activities that most significantly impact the VIE’s economic performance and (ii) has the obligation to absorb losses, or the right to receive benefits, of the VIE that could potentially be significant to the VIE. The Company assesses the accounting treatment for each of its investments, including a review of each venture or limited liability company or partnership agreement, to determine the rights of each party and whether those rights are protective or participating. The agreements typically contain certain protective rights, such as the requirement of partner approval to sell, finance or refinance the property and to pay capital expenditures and operating expenditures outside of the approved budget or operating plan. In situations where, among other things, the Company and its partners jointly (i) approve the annual budget, (ii) approve certain expenditures, (iii) prepare or review and approve the joint venture’s tax return before filing, and (iv) approve each lease at a property, the Company does not consolidate as the Company considers these to be substantive participation rights that result in shared, joint power over the activities that most significantly impact the performance of the joint venture or property. 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. Note 2 – Summary Accounting Policies (Continued) The Company accounts for its investments in unconsolidated joint ventures under the equity method of accounting. All investments in unconsolidated joint ventures have sufficient equity at risk to permit the entity to finance its activities without additional subordinated financial support and, as a group, the holders of the equity at risk have power through voting rights to direct the activities of these ventures. As a result, none of these joint ventures are VIEs. In addition, the Company shares power with its co-managing members over these entities, and therefore the entities are not consolidated. These investments are recorded initially at cost, as investments in unconsolidated joint ventures, and subsequently adjusted for their share of equity in earnings, cash contributions and distributions. None of the joint venture debt is recourse to the Company, subject to standard carve-outs. The Company periodically reviews its investments in unconsolidated joint ventures for other-than-temporary losses in investment value. Any decline that is not expected to be recovered based on the underlying assets of the investment is considered other than temporary and an impairment charge is recorded as a reduction in the carrying value of the investment. During the three and nine months ended September 30, 2019 and 2018, there were no impairment charges related to the Company’s investments in unconsolidated joint ventures. The Company has elected to follow the cumulative earnings approach when assessing, for the consolidated statement of cash flows, whether the distribution from the investee is a return of the investor’s investment as compared to a return on its investment. The source of the cash generated by the investee to fund the distribution is not a factor in the analysis (that is, it does not matter whether the cash was generated through investee refinancing, sale of assets or operating results). Consequently, the investor only considers the relationship between the cash received from the investee to its equity in the undistributed earnings of the investee, on a cumulative basis, in assessing whether the distribution from the investee is a return on or a return of its investment. Cash received from the unconsolidated entity is presumed to be a return on the investment to the extent that, on a cumulative basis, distributions received by the investor are less than its share of the equity in the undistributed earnings of the entity. Reclassifications Certain amounts previously reported in the consolidated financial statements have been reclassified in the accompanying consolidated financial statements to conform to the current period's presentation. Such reclassifications primarily relate to the presentation on the consolidated statement of income for the three and nine months ended September 30, 2018 of (i) rental income, net, due to the adoption of a new accounting pronouncement (see Note 3) and (ii) leasehold rent being included as part of Real estate expenses. In addition, the Company changed the presentation of its consolidated statement of changes in equity for the nine month periods ended September 30, 2019 and 2018 as the Securities and Exchange Commission extended the annual disclosure requirement of changes in stockholders’ equity in Rule 3-04 of Regulation S-X to interim periods, which requires both the year-to-date information and subtotals for each interim period, as part of Release Nos. 33-10532, 34-83875 and IC-33203. |
Leases
Leases | 9 Months Ended |
Sep. 30, 2019 | |
Leases | |
Leases | Note 3 – Leases As of January 1, 2019, the Company adopted ASU No. 2016-02, Leases Leases (Topic 842), Targeted Improvements, Codification Improvements to Topic 842, Leases As Lessor The Company owns rental properties which are leased 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. Note 3 – Leases (Continued) 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 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. The components of lease revenues are as follows (amounts in thousands): Three Months Nine Months Ended Ended September 30, 2019 Fixed lease revenues $ 17,361 $ 52,441 Variable lease revenues 2,853 9,138 Lease revenues (a) $ 20,214 $ 61,579 (a) Excludes $200 and $709 of amortization related to lease intangible assets and liabilities for the three and nine months ended September 30, 2019, respectively. On a quarterly basis, the Company assesses the collectability of substantially all lease payments due under its leases, including unbilled rent receivable balances, by reviewing the tenant's payment history and financial condition. Changes to such collectability is recognized as a current period adjustment to rental revenue. During the three and nine months ended September 30, 2019, the Company wrote off $380,000 of unbilled rent receivables related to a property in Philadelphia, Pennsylvania as the tenant advised that it intends to cease its operations. The Company has assessed the collectability of all other lease payments as probable as of September 30, 2019. In many of the Company's leases, the tenant is obligated to pay the real estate taxes, insurance, and certain other expenses directly to the vendor. These obligations, which have been assumed by the tenants, are not reflected in our consolidated financial statements. To the extent any such tenant defaults on its lease or if it is deemed probable that the tenant will fail to pay for such obligations, a liability for such obligations would be recorded. As a lessor, the adoption of ASU 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 $2,005,000 and $5,983,000 from its Tenant reimbursements line item to Rental income, net, on its consolidated statements of income for the three and nine months ended September 30, 2018, respectively. Note 3 – Leases (Continued) Minimum Future Rents As of September 30, 2019, under ASC 842, the minimum future contractual rents to be received on non-cancellable operating leases are included in the table below (amounts in thousands). The minimum future contractual rents do not include (i) straight-line rent or amortization of intangibles, (ii) variable lease payments as described above and (iii) contractual rents of $875,000 related to the Houston, TX property which was sold in October 2019 (see Note 6). From October 1 – December 31, 2019 $ 17,394 For the year ended December 31, 2020 70,331 2021 69,031 2022 60,457 2023 51,672 2024 43,435 Thereafter 181,158 Total $ 493,478 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 As Lessee 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, 2020 and provides for up to renewal option. On January 1, 2019, upon adoption of ASC 842, the Company recorded a , based on its incremental borrowing rate given the term of the lease, as the rate implicit in the lease is not known. As of September 30, 2019, the remaining lease term is Note 3 – Leases (Continued) Office Lease The Company is a lessee under a corporate office lease in Great Neck, New York, which is classified as an operating lease. During 2019 the lease was amended to, among other things, extend the expiration to December 31, 2031 and provide one, 5-year renewal option. As a result, the Company recorded a $646,000 liability for the obligation to make payments under the lease and a $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 the 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 the lease is not known. As of September 30, 2019, the remaining lease term is 17.3 years. During the three and nine months ended September 30, 2019, the Company recognized $14,000 and $40,000, respectively, of lease expense related to this office lease which is included in General and administrative expenses on the consolidated statements of income. Minimum Future Lease Payments As of September 30, 2019, under ASC 842, the minimum future lease payments related to the operating ground and office leases are as follows (amounts in thousands): From October 1 – December 31, 2019 $ 127 For the year ended December 31, 2020 510 2021 511 2022 506 2023 507 2024 557 Thereafter 3,741 Total undiscounted cash flows $ 6,459 Present value discount (1,595) Lease liability $ 4,864 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 |
Earnings Per Common Share
Earnings Per Common Share | 9 Months Ended |
Sep. 30, 2019 | |
Earnings Per Common Share | |
Earnings Per Common Share | Note 4 – Earnings Per Common Share Basic earnings per share was determined by dividing net income allocable to common stockholders for each period by the weighted average number of shares of common stock outstanding during the applicable period. Net income is also allocated to the unvested restricted stock outstanding during each period, as the restricted stock is entitled to receive dividends and is therefore considered a participating security. As of September 30, 2019, the shares of common stock underlying the restricted stock units (the “RSUs”) awarded under the 2019 and 2016 Incentive Plans (see Note 13) are excluded from the basic earnings per share calculation, as these units are not participating securities. Note 4 – Earnings Per Common Share (Continued) Diluted earnings per share reflects the potential dilution that could occur if securities or other rights exercisable for, or convertible into, common stock were exercised or converted or otherwise resulted in the issuance of common stock that shared in the earnings of the Company. The following table identifies the number of shares of common stock underlying the RSUs that are included in determining the diluted weighted average number of shares of common stock: Three and Nine Months Ended Three and Nine Months Ended September 30, 2019 September 30, 2018 Total Number of Return on Stockholder Return on Stockholder Underlying Capital Return Capital Return Date of Award Shares (a) metric metric Total metric metric Total September 26, 2017 76,250 (d) 26,840 27,224 54,064 33,524 38,125 71,649 July 1, 2018 76,250 (e) 22,321 — 22,321 30,929 — 30,929 July 1, 2019 77,776 (f) 15,168 — 15,168 n/a n/a n/a Totals 230,276 64,329 27,224 91,553 64,453 38,125 102,578 (a) 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 13). (b) Reflects the number of shares underlying RSUs that would be issued assuming the measurement date used to determine whether the applicable conditions are satisfied is September 30, 2019. (c) Reflects the number of shares underlying RSUs that would be issued assuming the measurement date used to determine whether the applicable conditions are satisfied is September 30, 2018. (d) None of the remaining 22,186 shares and 4,601 shares are included at September 30, 2019 and 2018, respectively, as the applicable condition had not been met for these shares at the respective measurement dates. (e) None of the remaining 53,929 shares and 45,321 shares are included at September 30, 2019 and 2018, respectively, as the applicable conditions had not been met for these shares at the respective measurement date. (f) None of the remaining 62,608 shares are included at September 30, 2019, as the applicable conditions had not been met for these shares at the measurement date. Note 4 – Earnings Per Common Share (Continued) The following table provides a reconciliation of the numerator and denominator of earnings per share calculations (amounts in thousands, except per share amounts): Three Months Ended Nine Months Ended September 30, September 30, 2019 2018 2019 2018 Numerator for basic and diluted earnings per share: Net income $ 5,097 $ 10,182 $ 13,666 $ 21,381 Add/deduct net loss (income) attributable to non-controlling interests 21 (35) (465) (866) Less earnings allocated to unvested restricted stock (a) (303) (342) (924) (879) Net income available for common stockholders: basic and diluted $ 4,815 $ 9,805 $ 12,277 $ 19,636 Denominator for basic earnings per share: Weighted average number of common shares 19,191 18,646 19,037 18,521 Effect of diluted securities: RSUs 48 59 39 41 Denominator for diluted earnings per share: Weighted average number of shares 19,239 18,705 19,076 18,562 Earnings per common share, basic $ .25 $ .53 $ .64 $ 1.06 Earnings per common share, diluted $ .25 $ .52 $ .64 $ 1.06 a) Represents an allocation of distributed earnings to unvested restricted stock that, as participating securities, are entitled to receive dividends. |
Real Estate Acquisitions
Real Estate Acquisitions | 9 Months Ended |
Sep. 30, 2019 | |
Real Estate Acquisitions | |
Real Estate Acquisitions | Note 5 – Real Estate Acquisitions The charts below detail the Company’s acquisitions of real estate and the allocation of the purchase price during the nine months ended September 30, 2019 (amounts in thousands). The Company determined that with respect to each of these acquisitions, the gross assets acquired are concentrated in a single identifiable asset. Therefore, these transactions do not meet the definition of a business and are accounted for as asset acquisitions. As such, direct transaction costs associated with these asset acquisitions have been capitalized to real estate assets and depreciated over their respective useful lives. Capitalized Third Party Contract Real Estate Purchase Terms of Acquisition Description of Property Date Acquired Price Payment 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 Tinicum Mechanical Supply/Philly Motors industrial facility, Bensalem, Pennsylvania June 18, 2019 6,200 All cash (b) 168 International Flora Technologies industrial facility, Chandler, Arizona June 26, 2019 8,650 All cash (c) 57 Nissan North America industrial facility, LaGrange, Georgia July 24, 2019 5,200 All cash (d) 73 Continental Hydraulics industrial facility, Shakopee, Minnesota September 13, 2019 8,000 All cash 55 Totals $ 39,850 $ 456 (a) In July 2019, the Company obtained new mortgage debt of $5,200 which bears interest at 3.95% and matures August 2029. (b) In September 2019, the Company obtained new mortgage debt of $4,075 which bears interest at 4.05% and matures October 2029. (c) In October 2019, the Company obtained new mortgage debt of $5,200 which bears interest at 4.10% and matures November 2030. (d) In October 2019, the Company obtained new mortgage debt of $3,200 which bears interest at 4.00% and matures December 2028. Note 5 – Real Estate Acquisitions (Continued) 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 Tinicum Mechanical Supply/Philly Motors industrial facility, Bensalem, Pennsylvania 1,602 4,322 664 (220) 6,368 International Flora Technologies industrial facility, Chandler, Arizona 1,334 7,373 — — 8,707 Nissan North America industrial facility, LaGrange, Georgia 298 4,499 627 (151) 5,273 Continental Hydraulics industrial facility, Shakopee, Minnesota 1,875 5,457 944 (221) 8,055 Totals $ 6,234 $ 31,425 $ 3,324 $ (677) $ 40,306 Property Acquisitions Subsequent to September 30, 2019 On October 3, 2019, the Company acquired an industrial property located in Rincon, Georgia for $6,400,000 . The initial term of the lease expires in 2029. On October 23, 2019, the Company acquired an industrial property located in Chandler, Arizona for $3,000,000 . The initial term of the lease expires in 2024. |
Sale of Properties and Property
Sale of Properties and Property Held-for-Sale | 9 Months Ended |
Sep. 30, 2019 | |
Sale of Properties and Property Held-for-Sale | |
Sale of Properties and Property Held-for-Sale | Note 6 – Sale of Properties and Property Held-for-Sale Sale of Properties The following chart details the Company’s sales of real estate during the nine months ended September 30, 2019 and 2018 (amounts in thousands): Gross Gain on Sale of Description of Property Date Sold Sales Price Real Estate, Net Retail property, Clemmons, North Carolina (a) June 20, 2019 $ 5,500 $ 1,099 (b) Retail property, Athens, Georgia August 23, 2019 6,050 1,045 (c) Land, Wheaton, Illinois August 29, 2019 12,035 1,499 Totals – nine months ended September 30, 2019 $ 23,585 $ 3,643 Retail property, Fort Bend, Texas (d) January 30, 2018 $ 9,200 $ 2,408 Land, Lakemoor, Illinois September 14, 2018 8,459 4,585 (e) Totals – nine months ended September 30, 2018 $ 17,659 $ 6,993 Note 6 – Sale of Properties and Property Held-for-Sale (Continued) (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 . (b) Excludes prepayment costs on debt related to a swap termination fee of $40 included in mortgage interest expense. (c) Excludes prepayment costs on debt related to a swap termination fee of $161 included in mortgage interest expense. (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. Property Held-for-Sale In July 2019, the Company entered into a contract to sell a retail property located in Houston, Texas for $1,675,000 . The buyer’s right to terminate the contract without penalty expired on August 22, 2019. At September 30, 2019, the Company classified the net book value of the property’s land, building and improvements, unbilled rent receivable and prepaid leasing commissions as Property held-for-sale in the accompanying balance sheet. The property was sold on October 21, 2019 and resulted in a gain of approximately |
Variable Interest Entities, Con
Variable Interest Entities, Contingent Liability and Consolidated Joint Ventures | 9 Months Ended |
Sep. 30, 2019 | |
Variable Interest Entities, Contingent Liability and Consolidated Joint Ventures | |
Variable Interest Entities, Contingent Liability and Consolidated Joint Ventures | Note 7 – Variable Interest Entities, Contingent Liability and Consolidated Joint Ventures Variable Interest Entity – Ground Lease The Company determined it has a variable interest through its ground lease at its Beachwood, Ohio property and the owner/operator is a VIE because its equity investment at risk is insufficient to finance its activities without additional subordinated financial support. The Company further determined that it is not the primary beneficiary of this VIE because the Company has shared power over certain activities that most significantly impact the owner/operator’s economic performance ( i.e. Ground lease rental income amounted to $383,000 and $1,354,000 for the three and nine months ended September 30, 2019, respectively, and $925,000 and $2,872,000 for the three and nine months ended September 30, 2018, respectively. Included in these amounts is rental income of $203,000 and $814,000 for the three and nine months ended September 30, 2019, respectively, and $512,000 and $1,659,000 for the three and nine months ended September 30, 2018, respectively, from previously held VIE properties in Lakemoor and Wheaton, Illinois, which the Company sold in September 2018 and August 2019, respectively (see Note 6). Note 7 – Variable Interest Entities, Contingent Liability and Consolidated Joint Ventures (Continued) The following chart details the VIE through the Company’s ground lease and the aggregate carrying amount and maximum exposure to loss as of September 30, 2019 (dollars in thousands): Owner/ Carrying Land Operator Amount and Contract # Units in Mortgage Maximum Purchase Apartment from Type of Exposure to Description of Property(a) Date Acquired Price Complex Third Party(b) Exposure 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. At December 31, 2018, Restricted cash on the consolidated balance 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 no restricted cash balance at September 30, 2019. Variable Interest Entities – Consolidated Joint Ventures The Company has determined that the four consolidated joint ventures in which it holds between a 90% to 95% interest are VIEs because the non-controlling interests do not hold substantive kick-out or participating rights. The Company has determined it is the primary beneficiary of these VIEs as it has the power to direct the activities that most significantly impact each joint venture’s performance including management, approval of expenditures, and the obligation to absorb the losses or rights to receive benefits. Accordingly, the Company consolidates the operations of these VIEs for financial statement purposes. The VIEs’ creditors do not have recourse to the assets of the Company other than those held by these joint ventures. The following is a summary of the consolidated VIEs’ carrying amounts and classification in the Company’s consolidated balance sheets, none of which are restricted (amounts in thousands): September 30, December 31, 2019 2018 (a) Land $ 12,158 $ 14,722 Buildings and improvements, net of accumulated depreciation of 24,426 27,642 Cash 1,029 1,020 Unbilled rent receivable 870 1,211 Unamortized intangible lease assets, net 776 890 Escrow, deposits and other assets and receivables 715 810 Mortgages payable, net of unamortized deferred financing costs of $328 and $391, respectively 24,404 26,850 Accrued expenses and other liabilities 708 761 Unamortized intangible lease liabilities, net 613 1,694 Accumulated other comprehensive (loss) income (85) 31 Non-controlling interests in consolidated joint ventures 1,172 1,449 (a) Includes a consolidated joint venture, in which the Company held a 90% interest located in Clemmons, North Carolina which was sold in June 2019 (see Note 6). Note 7 – Variable Interest Entities, Contingent Liability and Consolidated Joint Ventures (Continued) MCB Real Estate, LLC and its affiliates (‘‘MCB’’) are the Company’s joint venture partner in three and four consolidated joint ventures at September 30, 2019 and December 31, 2018, respectively, in which the Company has aggregate equity investments of approximately $7,503,000 and Distributions to each joint venture partner are determined pursuant to the applicable operating agreement and may not be pro rata |
Investment in Unconsolidated Jo
Investment in Unconsolidated Joint Ventures | 9 Months Ended |
Sep. 30, 2019 | |
Investment in Unconsolidated Joint Ventures | |
Investment in Unconsolidated Joint Ventures | Note 8 – Investment in Unconsolidated Joint Ventures The Company participates in four unconsolidated joint ventures, each of which owns and operates one property. At September 30, 2019 and December 31, 2018, the Company’s equity investment in these ventures totaled $11,070,000 and $10,857,000 , respectively. The Company recorded equity in earnings of $50,000 and equity in loss of $32,000 for the three and nine months ended September 30, 2019, respectively, and, in addition to the equity in earnings from the sale of properties of $2,057,000 in 2018, equity in earnings of $173,000 and $716,000 for the three and nine months ended September 30, 2018, respectively. Included in equity in earnings for the nine months ended September 30, 2018 is $110,000 related to the discontinuance of hedge accounting on a mortgage swap related to an unconsolidated joint venture property, located in Milwaukee, Wisconsin, that was sold in July 2018 (see Note14). At September 30, 2019 and December 31, 2018, MCB and the Company are partners in an unconsolidated joint venture in which the Company’s equity investment is approximately $8,898,000 and $9,087,000, respectively. |
Debt Obligations
Debt Obligations | 9 Months Ended |
Sep. 30, 2019 | |
Debt Obligations | |
Debt Obligations | Note 9 – Debt Obligations Mortgages Payable The following table details the Mortgages payable, net, balances per the consolidated balance sheets (amounts in thousands): September 30, December 31, 2019 2018 Mortgages payable, gross $ 439,417 $ 423,096 Unamortized deferred financing costs (4,302) (4,298) Mortgages payable, net $ 435,115 $ 418,798 Line of Credit On July 1, 2019, the Company amended its credit facility with Manufacturers & Traders Trust Company, People’s United Bank, VNB New York, LLC, and Bank Leumi USA, which among other things, extended the facility’s maturity to December 31, 2022 from December 31, 2019. 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 Company can borrow up to $100,000,000, subject to borrowing base requirements. The Company's interest rate is the one month LIBOR rate plus an applicable margin ranging from 175 basis points to 300 basis points depending on the ratio of the Company’s total debt to total value, as determined pursuant to the facility. At September 30, 2019 and 2018, the applicable margin was 200 and 175 basis points, respectively. An unused facility fee of .25% per annum applies to the facility. The average interest rate on the facility was approximately for the nine months ended September 30, 2019 and 2018, respectively. The Company was in compliance with all covenants at September 30, 2019. Note 9 – Debt Obligations (Continued) The following table details the Line of credit, net, balances per the consolidated balance sheets (amounts in thousands): September 30, December 31, 2019 2018 Line of credit, gross $ 19,450 $ 30,000 Unamortized deferred financing costs (670) (312) Line of credit, net $ 18,780 $ 29,688 At November 4, 2019, there was an outstanding balance of $22,650,000 (before unamortized deferred financing costs) under the facility. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2019 | |
Related Party Transactions | |
Related Party Transactions | Note 10 – Related Party Transactions Compensation and Services Agreement Pursuant to the compensation and services agreement with Majestic Property Management Corp. (“Majestic”), Majestic provides the Company 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 is wholly-owned by the Company’s vice-chairman and certain of the Company’s executive officers are officers of, and are compensated by, Majestic. The amount the Company pays Majestic for the Services is approved each year by the Company’s Compensation and/or Audit Committees and the independent directors. In consideration for the Services, the Company paid Majestic $705,000 and $2,110,000 for the three and nine months ended September 30, 2019, respectively, and $687,000 and $2,054,000 for the three and nine months ended September 30, 2018, respectively. Included in these fees are $307,000 and $915,000 for the three and nine months ended September 30, 2018, respectively $162,000 Executive officers and others providing services to the Company under the compensation and services agreement were awarded shares of restricted stock and RSUs under the Company’s stock incentive plans (described in Note 13). The related expense charged to the Company’s operations was $521,000 and $1,453,000 for the three and nine months ended September 30, 2019, respectively, and $483,000 and $1,332,000 for the three and nine months ended September 30, The amounts paid under the compensation and services agreement (except for the property management costs which are included in Real estate expenses) and the costs of the stock incentive plans are included in General and administrative expense on the consolidated statements of income for the three and nine months ended September 30, 2019 and 2018, respectively. Joint Venture Partners and Affiliates The Company paid an aggregate of $21,000 and $62,000 for the three and nine months ended September 30, 2019, respectively, and $21,000 and $86,000 for the three and nine months ended September 30, 2018, respectively, to its consolidated joint venture partners or their affiliates (none of whom are officers, directors or employees of the Company) for property management services, which are included in Real estate expenses on the consolidated statements of income. Note 10 – Related Party Transactions (Continued) The Company’s unconsolidated joint ventures paid management fees of $29,000 and $85,000 for the three and nine months ended September 30, 2019, respectively, and $39,000 and $135,000 for the three and nine months ended September 30, 2018, respectively, to the other partner of the venture, which reduced Equity in earnings by $15,000 and $42,000 for the three and nine months ended September 30, 2019, respectively, and $19,000 and $67,000 for the three and nine months ended September 30, Other During 2019 and 2018, the Company paid quarterly fees of $72,400 and $69,000, respectively, to the Company’s chairman, and $28,900 and $27,500, respectively, to the Company’s vice-chairman. These fees are included in General and administrative expenses on the consolidated statements of income. The Company obtains its property insurance in conjunction with Gould Investors L.P. (“Gould Investors”), a related party, and reimburses Gould Investors annually for the Company’s insurance cost relating to its properties. Included in Real estate expenses on the consolidated statements of income is insurance expense of |
Common Stock Cash Dividend
Common Stock Cash Dividend | 9 Months Ended |
Sep. 30, 2019 | |
Common Stock Cash Dividend | |
Common Stock Cash Dividend | Note 11 – Common Stock Cash Dividend On September 11, 2019, the Board of Directors declared a quarterly cash dividend of $.45 per share on the Company’s common stock, totaling approximately $8,942,000. The quarterly dividend was paid on October 10, 2019 to stockholders of record on September 25, 2019. |
Shares Issued through the At-th
Shares Issued through the At-the-Market Equity Offering Program | 9 Months Ended |
Sep. 30, 2019 | |
Shares Issued through the At-the-Market Equity Offering Program | |
Shares Issued through the At-the-Market Equity Offering Program | Note 12 – Shares Issued through the At-the-Market Equity Offering Program During the nine months ended September 30, 2019, the Company sold 180,120 shares for proceeds of $5,392,000, net of commissions of $54,000, and incurred offering costs of $136,000 for professional fees. The Company did not sell any shares during the three months ended September 30, 2019. |
Stock Based Compensation
Stock Based Compensation | 9 Months Ended |
Sep. 30, 2019 | |
Stock Based Compensation | |
Stock Based Compensation | Note 13 – Stock Based Compensation The Company’s 2019 Incentive Plan (‘‘Plan’’), approved by the Company’s stockholders in June 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’s common stock is authorized for issuance pursuant to this Plan. As of September 30, 2019, an aggregate of 77,776 shares subject to awards in the form of RSUs have been granted under the Plan. Under the Company’s 2016 and 2012 equity incentive plans (collectively, the “Prior Plans "), as of September 30, 2019, an aggregate of 826,750 shares of restricted stock and RSUs are outstanding and have not yet vested. No additional awards may be granted under 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’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. In the third quarter of each of 2017, 2018 and 2019, the Company granted RSUs exchangeable for up to 76,250, 76,250 and 77,776 shares, respectively, of common stock upon satisfaction, through June 30, 2020, June 30, 2021 and June 30, 2022, 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”), which metrics meet the definition of a market condition, and up to 50% vest upon achievement of metrics related to average annual return on capital (the “ROC Awards”), which metrics meet the definition of a performance condition. The holders of the RSUs are not entitled to dividends or to vote the underlying shares until such RSUs vest and shares are issued. Accordingly, the shares underlying these RSUs are not included in the shares shown as outstanding on the balance sheet. For the TSR awards, a third party appraiser prepared a Monte Carlo simulation pricing model to determine the fair value, 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's simulated stock price. For the 2019 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 6.22%, a risk-free interest rate of 1.79% - 2.07% and an expected price volatility of 21.37% - 23.04% . The expected price volatility was calculated based on historical and implied volatility. For the ROC Awards, the fair value is based on the market value on the date of grant and the performance assumptions are re-evaluated quarterly. The Company does not recognize expense on ROC Awards which it does not expect to vest. As of September 30, 2019, based on performance and market assumptions, the fair value of the RSUs granted in 2017, 2018 and 2019 is $787,000, $856,000 and $923,000, respectively. Recognition of such deferred compensation expense will be charged to General and administrative expense over the respective three year performance cycle. None of these RSUs were forfeited or vested during the nine months ended September 30, 2019. Note 13 – Stock Based Compensation (Continued) The following is a summary of the activity of the equity incentive plans: Three Months Ended Nine Months Ended September 30, September 30, 2019 2018 2019 2018 Restricted stock grants: Number of shares — — 150,050 144,750 Average per share grant price — — $ 25.70 $ 25.31 Deferred compensation to be recognized over vesting period — — $ 3,856,000 $ 3,664,000 Number of non-vested shares: Non-vested beginning of period 689,150 651,500 651,250 612,900 Grants — — 150,050 144,750 Vested during period (2,500) — (114,650) (106,000) Forfeitures (12,400) (250) (12,400) (400) Non-vested end of period 674,250 651,250 674,250 651,250 RSU grants: Number of underlying shares 77,776 76,250 77,776 76,250 Average per share grant price $ 28.96 $ 26.41 $ 28.96 $ 26.41 Deferred compensation to be recognized over vesting period $ 923,000 $ 1,136,000 $ 923,000 $ 1,136,000 Number of non-vested shares: Non-vested beginning of period 152,500 76,250 152,500 76,250 Grants 77,776 76,250 77,776 76,250 Vested during period — — — — Forfeitures — — — — Non-vested end of period 230,276 152,500 230,276 152,500 Restricted stock and RSU grants: Weighted average per share value of non-vested shares (based on grant price) $ 24.98 $ 23.83 $ 24.98 $ 23.83 Value of stock vested during the period (based on grant price) $ 61,500 $ — $ 2,365,000 $ 2,289,000 Weighted average per share value of shares forfeited during the period (based on grant price) $ 24.41 $ 23.39 $ 24.41 $ 23.59 The total charge to operations: Outstanding restricted stock grants $ 717,000 $ 763,000 $ 2,403,000 $ 2,263,000 Outstanding RSUs 225,000 208,000 431,000 390,000 Total charge to operations $ 942,000 $ 971,000 $ 2,834,000 $ 2,653,000 As of September 30, 2019, total compensation costs of $7,965,000 and $1,559,000 related to non-vested restricted stock awards and RSUs, respectively, have not yet been recognized. These compensation costs will be charged to General and administrative expense over the remaining respective vesting periods. The weighted average remaining vesting period is |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2019 | |
Fair Value Measurements | |
Fair Value Measurements | Note 14 – Fair Value Measurements The Company measures the fair value of financial instruments based on the assumptions that market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, a fair value hierarchy distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity and the reporting entity’s own assumptions about market participant assumptions. In accordance with the fair value hierarchy, Level 1 assets/liabilities are valued based on quoted prices for identical instruments in active markets, Level 2 assets/liabilities are valued based on quoted prices in active markets for similar instruments, on quoted prices in less active or inactive markets, or on other “observable” market inputs and Level 3 assets/liabilities are valued based significantly on “unobservable” market inputs. The carrying amounts of cash and cash equivalents, restricted cash, escrow, deposits and other assets and receivables (excluding interest rate swaps), dividends payable, and accrued expenses and other liabilities (excluding interest rate swaps), are not measured at fair value on a recurring basis, but are considered to be recorded at amounts that approximate fair value. At September 30, 2019, the $453,349,000 estimated fair value of the Company’s mortgages payable is more than their $439,417,000 carrying value (before unamortized deferred financing costs) by approximately $13,932,000 assuming a blended market interest rate of 3.75% based on the 8.0 year weighted average remaining term to maturity of the mortgages. At December 31, 2018, the At September 30, 2019 and December 31, 2018, the carrying amount of the Company’s line of credit (before unamortized deferred financing costs) of $19,450,000 and $30,000,000, respectively, approximates its fair value. The fair value of the Company’s mortgages payable and line of credit are estimated using unobservable inputs such as available market information and discounted cash flow analysis based on borrowing rates the Company believes it could obtain with similar terms and maturities. These fair value measurements fall within Level 3 of the fair value hierarchy. Considerable judgment is necessary to interpret market data and develop estimated fair value. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts. Note 14 – Fair Value Measurements (Continued) Fair Value on a Recurring Basis The fair value of the Company’s derivative financial instruments, using Level 2 inputs, was determined to be the following (amounts in thousands): As of Carrying and Fair Value Financial assets: Interest rate swaps September 30, 2019 $ 34 December 31, 2018 2,399 Financial liabilities: Interest rate swaps September 30, 2019 $ 3,414 December 31, 2018 505 The Company does not own any financial instruments that are measured on a recurring basis and that are classified as Level 1 or 3. The Company’s objective in using interest rate swaps is to add stability to interest expense. The Company does not use derivatives for trading or speculative purposes. Fair values are approximated using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of the derivatives. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves and implied volatilities. Although the Company has determined the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with it use Level 3 inputs, such as estimates of current credit spreads, to evaluate the likelihood of default by the Company and its counterparty. As of September 30, 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. As of September 30, 2019, the Company had entered into 24 interest rate derivatives, all of which were interest rate swaps, related to 24 outstanding mortgage loans with an aggregate $107,608,000 notional amount and mature between 2021 and 2028 (weighted average remaining term to maturity of 5.3 years). Such interest rate swaps, all of which were designated as cash flow hedges, converted LIBOR based variable rate mortgages to fixed annual rate mortgages (with interest rates ranging from Note 14 – Fair Value Measurements (Continued) The following table presents the effect of the Company’s derivative financial instruments on the consolidated statements of income for the periods presented (amounts in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2019 2018 2019 2018 One Liberty Properties, Inc. and Consolidated subsidiaries Amount of (loss) gain recognized on derivatives in other comprehensive (loss) income $ (1,319) $ 827 $ (5,281) $ 4,336 Amount of reclassification from Accumulated other comprehensive (loss) income into Interest expense (139) (44) (6) (335) Unconsolidated Joint Ventures (Company’s share) Amount of gain recognized on derivatives in other comprehensive (loss) income n/a n/a n/a $ 69 Amount of reclassification from Accumulated other comprehensive (loss) income into Equity in earnings (loss) of unconsolidated joint ventures n/a n/a n/a 103 During the nine months ended September 30, 2019 and 2018, the Company (including one of its unconsolidated joint ventures) discontinued hedge accounting on three interest rate swaps as the forecasted hedged transactions were no longer probable of occurring. As a result, during the three and nine months ended September 30, 2019, the Company reclassified $161,000 and $201,000, respectively, of realized loss from Accumulated other comprehensive (loss) income to earnings. During the nine months ended September 30, 2018, the Company reclassified $110,000 of realized gain from Accumulated other comprehensive loss (income) to earnings. No gain or loss was recognized with respect to amounts excluded from effectiveness testing on the Company’s cash flow hedges for the three and nine months ended September 30, 2019 and 2018. During the twelve months ending September 30, 2020, the Company estimates an additional $555,000 will be reclassified from Accumulated other comprehensive (loss) income as an increase to Interest expense. The derivative agreements in effect at September 30, 2019 provide that if the wholly-owned subsidiary of the Company which is a party to such agreement defaults or is capable of being declared in default on any of its indebtedness, then a default can be declared on such subsidiary’s derivative obligation. In addition, the Company is a party to the derivative agreements and if there is a default by the subsidiary on the loan subject to the derivative agreement to which the Company is a party and if there are swap breakage losses on account of the derivative being terminated early, the Company could be held liable for such swap breakage losses. As of September 30, 2019 and December 31, 2018, the fair value of the derivatives in a liability position, including accrued interest of $6,000 and $8,000, respectively, but excluding any adjustments for non-performance risk, was approximately $3,622,000 and $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 as of September 30, 2019 and December 31, 2018, respectively. This termination liability value, net of adjustments for non-performance risk of |
New Accounting Pronouncements
New Accounting Pronouncements | 9 Months Ended |
Sep. 30, 2019 | |
New Accounting Pronouncements | |
New Accounting Pronouncements | Note 15 – New Accounting Pronouncements In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820), Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement, Note 15 – New Accounting Pronouncements (Continued) In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2019 | |
Subsequent Events | |
Subsequent Events | Note 16 – Subsequent Events Subsequent events have been evaluated and except as disclosed herein, there were no other events relative to the consolidated financial statements that require additional disclosure. |
Summary Accounting Policies (Po
Summary Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2019 | |
Summary Accounting Policies | |
Principles of Consolidation/Basis of Preparation | Principles of Consolidation/Basis of Preparation The accompanying unaudited consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and include all of the information and disclosures required by U.S. Generally Accepted Accounting Principles (“GAAP”) for interim reporting. Accordingly, they do not include all of the disclosures required by GAAP for complete financial statement disclosures. In the opinion of management, all adjustments of a normal recurring nature necessary for fair presentation have been included. The results of operations for the three and nine months ended September 30, 2019 and 2018 are not necessarily indicative of the results for the full year. These statements should be read in conjunction with the consolidated financial statements and related notes included in OLP’s Annual Report on Form 10-K for the year ended December 31, 2018. The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. The consolidated financial statements include the accounts and operations of OLP, its wholly-owned subsidiaries, its joint ventures in which the Company, as defined, has a controlling interest, and variable interest entities (“VIEs”) of which the Company is the primary beneficiary. OLP and its consolidated subsidiaries are referred to herein as the “Company”. Material intercompany items and transactions have been eliminated in consolidation. |
Investment in Joint Ventures and Variable Interest Entities | Investment in Joint Ventures and Variable Interest Entities The Financial Accounting Standards Board, or FASB, provides guidance for determining whether an entity is a VIE. VIEs are defined as entities in which equity investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support. A VIE is required to be consolidated by its primary beneficiary, which is the party that (i) has the power to control the activities that most significantly impact the VIE’s economic performance and (ii) has the obligation to absorb losses, or the right to receive benefits, of the VIE that could potentially be significant to the VIE. The Company assesses the accounting treatment for each of its investments, including a review of each venture or limited liability company or partnership agreement, to determine the rights of each party and whether those rights are protective or participating. The agreements typically contain certain protective rights, such as the requirement of partner approval to sell, finance or refinance the property and to pay capital expenditures and operating expenditures outside of the approved budget or operating plan. In situations where, among other things, the Company and its partners jointly (i) approve the annual budget, (ii) approve certain expenditures, (iii) prepare or review and approve the joint venture’s tax return before filing, and (iv) approve each lease at a property, the Company does not consolidate as the Company considers these to be substantive participation rights that result in shared, joint power over the activities that most significantly impact the performance of the joint venture or property. 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. Note 2 – Summary Accounting Policies (Continued) The Company accounts for its investments in unconsolidated joint ventures under the equity method of accounting. All investments in unconsolidated joint ventures have sufficient equity at risk to permit the entity to finance its activities without additional subordinated financial support and, as a group, the holders of the equity at risk have power through voting rights to direct the activities of these ventures. As a result, none of these joint ventures are VIEs. In addition, the Company shares power with its co-managing members over these entities, and therefore the entities are not consolidated. These investments are recorded initially at cost, as investments in unconsolidated joint ventures, and subsequently adjusted for their share of equity in earnings, cash contributions and distributions. None of the joint venture debt is recourse to the Company, subject to standard carve-outs. The Company periodically reviews its investments in unconsolidated joint ventures for other-than-temporary losses in investment value. Any decline that is not expected to be recovered based on the underlying assets of the investment is considered other than temporary and an impairment charge is recorded as a reduction in the carrying value of the investment. During the three and nine months ended September 30, 2019 and 2018, there were no impairment charges related to the Company’s investments in unconsolidated joint ventures. The Company has elected to follow the cumulative earnings approach when assessing, for the consolidated statement of cash flows, whether the distribution from the investee is a return of the investor’s investment as compared to a return on its investment. The source of the cash generated by the investee to fund the distribution is not a factor in the analysis (that is, it does not matter whether the cash was generated through investee refinancing, sale of assets or operating results). Consequently, the investor only considers the relationship between the cash received from the investee to its equity in the undistributed earnings of the investee, on a cumulative basis, in assessing whether the distribution from the investee is a return on or a return of its investment. Cash received from the unconsolidated entity is presumed to be a return on the investment to the extent that, on a cumulative basis, distributions received by the investor are less than its share of the equity in the undistributed earnings of the entity. |
Reclassifications | Reclassifications Certain amounts previously reported in the consolidated financial statements have been reclassified in the accompanying consolidated financial statements to conform to the current period's presentation. Such reclassifications primarily relate to the presentation on the consolidated statement of income for the three and nine months ended September 30, 2018 of (i) rental income, net, due to the adoption of a new accounting pronouncement (see Note 3) and (ii) leasehold rent being included as part of Real estate expenses. In addition, the Company changed the presentation of its consolidated statement of changes in equity for the nine month periods ended September 30, 2019 and 2018 as the Securities and Exchange Commission extended the annual disclosure requirement of changes in stockholders’ equity in Rule 3-04 of Regulation S-X to interim periods, which requires both the year-to-date information and subtotals for each interim period, as part of Release Nos. 33-10532, 34-83875 and IC-33203. |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Leases | |
Schedule of components of lease revenues | The components of lease revenues are as follows (amounts in thousands): Three Months Nine Months Ended Ended September 30, 2019 Fixed lease revenues $ 17,361 $ 52,441 Variable lease revenues 2,853 9,138 Lease revenues (a) $ 20,214 $ 61,579 (a) Excludes $200 and $709 of amortization related to lease intangible assets and liabilities for the three and nine months ended September 30, 2019, respectively. |
Schedule of minimum future contractual rents to be received under ASC 842 | As of September 30, 2019, under ASC 842, the minimum future contractual rents to be received on non-cancellable operating leases are included in the table below (amounts in thousands). The minimum future contractual rents do not include (i) straight-line rent or amortization of intangibles, (ii) variable lease payments as described above and (iii) contractual rents of $875,000 related to the Houston, TX property which was sold in October 2019 (see Note 6). From October 1 – December 31, 2019 $ 17,394 For the year ended December 31, 2020 70,331 2021 69,031 2022 60,457 2023 51,672 2024 43,435 Thereafter 181,158 Total $ 493,478 |
Schedule of minimum future contractual rents to be received on non-cancellable operating leases ASU 840 | 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 |
Schedule of minimum future lease payments under ASC 842 | As of September 30, 2019, under ASC 842, the minimum future lease payments related to the operating ground and office leases are as follows (amounts in thousands): From October 1 – December 31, 2019 $ 127 For the year ended December 31, 2020 510 2021 511 2022 506 2023 507 2024 557 Thereafter 3,741 Total undiscounted cash flows $ 6,459 Present value discount (1,595) Lease liability $ 4,864 |
Schedule of minimum future lease payments under ASC 840 | 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 |
Earnings Per Common Share (Tabl
Earnings Per Common Share (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Earnings Per Common Share | |
Schedule of impact to the diluted weighted average number of shares of common stock related to the RSUs | Three and Nine Months Ended Three and Nine Months Ended September 30, 2019 September 30, 2018 Total Number of Return on Stockholder Return on Stockholder Underlying Capital Return Capital Return Date of Award Shares (a) metric metric Total metric metric Total September 26, 2017 76,250 (d) 26,840 27,224 54,064 33,524 38,125 71,649 July 1, 2018 76,250 (e) 22,321 — 22,321 30,929 — 30,929 July 1, 2019 77,776 (f) 15,168 — 15,168 n/a n/a n/a Totals 230,276 64,329 27,224 91,553 64,453 38,125 102,578 (a) 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 13). (b) Reflects the number of shares underlying RSUs that would be issued assuming the measurement date used to determine whether the applicable conditions are satisfied is September 30, 2019. (c) Reflects the number of shares underlying RSUs that would be issued assuming the measurement date used to determine whether the applicable conditions are satisfied is September 30, 2018. (d) None of the remaining 22,186 shares and 4,601 shares are included at September 30, 2019 and 2018, respectively, as the applicable condition had not been met for these shares at the respective measurement dates. (e) None of the remaining 53,929 shares and 45,321 shares are included at September 30, 2019 and 2018, respectively, as the applicable conditions had not been met for these shares at the respective measurement date. (f) None of the remaining 62,608 shares are included at September 30, 2019, as the applicable conditions had not been met for these shares at the measurement date. |
Schedule of reconciliation of the numerator and denominator of earnings per share calculations | Note 4 – Earnings Per Common Share (Continued) The following table provides a reconciliation of the numerator and denominator of earnings per share calculations (amounts in thousands, except per share amounts): Three Months Ended Nine Months Ended September 30, September 30, 2019 2018 2019 2018 Numerator for basic and diluted earnings per share: Net income $ 5,097 $ 10,182 $ 13,666 $ 21,381 Add/deduct net loss (income) attributable to non-controlling interests 21 (35) (465) (866) Less earnings allocated to unvested restricted stock (a) (303) (342) (924) (879) Net income available for common stockholders: basic and diluted $ 4,815 $ 9,805 $ 12,277 $ 19,636 Denominator for basic earnings per share: Weighted average number of common shares 19,191 18,646 19,037 18,521 Effect of diluted securities: RSUs 48 59 39 41 Denominator for diluted earnings per share: Weighted average number of shares 19,239 18,705 19,076 18,562 Earnings per common share, basic $ .25 $ .53 $ .64 $ 1.06 Earnings per common share, diluted $ .25 $ .52 $ .64 $ 1.06 a) Represents an allocation of distributed earnings to unvested restricted stock that, as participating securities, are entitled to receive dividends. |
Real Estate Acquisitions (Table
Real Estate Acquisitions (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Real Estate Acquisitions | |
Schedule of the Company's acquisitions of real estate | The charts below detail the Company’s acquisitions of real estate and the allocation of the purchase price during the nine months ended September 30, 2019 (amounts in thousands). The Company determined that with respect to each of these acquisitions, the gross assets acquired are concentrated in a single identifiable asset. Therefore, these transactions do not meet the definition of a business and are accounted for as asset acquisitions. As such, direct transaction costs associated with these asset acquisitions have been capitalized to real estate assets and depreciated over their respective useful lives. Capitalized Third Party Contract Real Estate Purchase Terms of Acquisition Description of Property Date Acquired Price Payment 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 Tinicum Mechanical Supply/Philly Motors industrial facility, Bensalem, Pennsylvania June 18, 2019 6,200 All cash (b) 168 International Flora Technologies industrial facility, Chandler, Arizona June 26, 2019 8,650 All cash (c) 57 Nissan North America industrial facility, LaGrange, Georgia July 24, 2019 5,200 All cash (d) 73 Continental Hydraulics industrial facility, Shakopee, Minnesota September 13, 2019 8,000 All cash 55 Totals $ 39,850 $ 456 (a) In July 2019, the Company obtained new mortgage debt of $5,200 which bears interest at 3.95% and matures August 2029. (b) In September 2019, the Company obtained new mortgage debt of $4,075 which bears interest at 4.05% and matures October 2029. (c) In October 2019, the Company obtained new mortgage debt of $5,200 which bears interest at 4.10% and matures November 2030. (d) In October 2019, the Company obtained new mortgage debt of $3,200 which bears interest at 4.00% and matures December 2028. |
Schedule of allocation of the purchase price for the company's acquisitions of real estate | 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 Tinicum Mechanical Supply/Philly Motors industrial facility, Bensalem, Pennsylvania 1,602 4,322 664 (220) 6,368 International Flora Technologies industrial facility, Chandler, Arizona 1,334 7,373 — — 8,707 Nissan North America industrial facility, LaGrange, Georgia 298 4,499 627 (151) 5,273 Continental Hydraulics industrial facility, Shakopee, Minnesota 1,875 5,457 944 (221) 8,055 Totals $ 6,234 $ 31,425 $ 3,324 $ (677) $ 40,306 |
Sale of Properties and Proper_2
Sale of Properties and Property Held-for-Sale (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Sale of Properties and Property Held-for-Sale | |
Schedule of sales of real estate | The following chart details the Company’s sales of real estate during the nine months ended September 30, 2019 and 2018 (amounts in thousands): Gross Gain on Sale of Description of Property Date Sold Sales Price Real Estate, Net Retail property, Clemmons, North Carolina (a) June 20, 2019 $ 5,500 $ 1,099 (b) Retail property, Athens, Georgia August 23, 2019 6,050 1,045 (c) Land, Wheaton, Illinois August 29, 2019 12,035 1,499 Totals – nine months ended September 30, 2019 $ 23,585 $ 3,643 Retail property, Fort Bend, Texas (d) January 30, 2018 $ 9,200 $ 2,408 Land, Lakemoor, Illinois September 14, 2018 8,459 4,585 (e) Totals – nine months ended September 30, 2018 $ 17,659 $ 6,993 Note 6 – Sale of Properties and Property Held-for-Sale (Continued) (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 . (b) Excludes prepayment costs on debt related to a swap termination fee of $40 included in mortgage interest expense. (c) Excludes prepayment costs on debt related to a swap termination fee of $161 included in mortgage interest expense. (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. |
Variable Interest Entities, C_2
Variable Interest Entities, Contingent Liability and Consolidated Joint Ventures (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Unconsolidated Joint Ventures | |
Variable Interest Entities | |
Schedule of Variable Interest Entities through ground leases and carrying amount and maximum exposure to loss | Note 7 – Variable Interest Entities, Contingent Liability and Consolidated Joint Ventures (Continued) The following chart details the VIE through the Company’s ground lease and the aggregate carrying amount and maximum exposure to loss as of September 30, 2019 (dollars in thousands): Owner/ Carrying Land Operator Amount and Contract # Units in Mortgage Maximum Purchase Apartment from Type of Exposure to Description of Property(a) Date Acquired Price Complex Third Party(b) Exposure 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. |
Consolidated Joint Venture-VIEs | |
Variable Interest Entities | |
Summary of Variable Interest Entities carrying amounts and classification carrying amounts and balance sheet classification | The following is a summary of the consolidated VIEs’ carrying amounts and classification in the Company’s consolidated balance sheets, none of which are restricted (amounts in thousands): September 30, December 31, 2019 2018 (a) Land $ 12,158 $ 14,722 Buildings and improvements, net of accumulated depreciation of 24,426 27,642 Cash 1,029 1,020 Unbilled rent receivable 870 1,211 Unamortized intangible lease assets, net 776 890 Escrow, deposits and other assets and receivables 715 810 Mortgages payable, net of unamortized deferred financing costs of $328 and $391, respectively 24,404 26,850 Accrued expenses and other liabilities 708 761 Unamortized intangible lease liabilities, net 613 1,694 Accumulated other comprehensive (loss) income (85) 31 Non-controlling interests in consolidated joint ventures 1,172 1,449 (a) Includes a consolidated joint venture, in which the Company held a 90% interest located in Clemmons, North Carolina which was sold in June 2019 (see Note 6). Note 7 – Variable Interest Entities, Contingent Liability and Consolidated Joint Ventures (Continued) |
Debt Obligations (Tables)
Debt Obligations (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Debt Obligations | |
Schedule of Mortgages payable, net | The following table details the Mortgages payable, net, balances per the consolidated balance sheets (amounts in thousands): September 30, December 31, 2019 2018 Mortgages payable, gross $ 439,417 $ 423,096 Unamortized deferred financing costs (4,302) (4,298) Mortgages payable, net $ 435,115 $ 418,798 |
Schedule of Line of credit, net | The following table details the Line of credit, net, balances per the consolidated balance sheets (amounts in thousands): September 30, December 31, 2019 2018 Line of credit, gross $ 19,450 $ 30,000 Unamortized deferred financing costs (670) (312) Line of credit, net $ 18,780 $ 29,688 |
Stock Based Compensation (Table
Stock Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Stock Based Compensation | |
Summary of the activity of the equity incentive plans | Three Months Ended Nine Months Ended September 30, September 30, 2019 2018 2019 2018 Restricted stock grants: Number of shares — — 150,050 144,750 Average per share grant price — — $ 25.70 $ 25.31 Deferred compensation to be recognized over vesting period — — $ 3,856,000 $ 3,664,000 Number of non-vested shares: Non-vested beginning of period 689,150 651,500 651,250 612,900 Grants — — 150,050 144,750 Vested during period (2,500) — (114,650) (106,000) Forfeitures (12,400) (250) (12,400) (400) Non-vested end of period 674,250 651,250 674,250 651,250 RSU grants: Number of underlying shares 77,776 76,250 77,776 76,250 Average per share grant price $ 28.96 $ 26.41 $ 28.96 $ 26.41 Deferred compensation to be recognized over vesting period $ 923,000 $ 1,136,000 $ 923,000 $ 1,136,000 Number of non-vested shares: Non-vested beginning of period 152,500 76,250 152,500 76,250 Grants 77,776 76,250 77,776 76,250 Vested during period — — — — Forfeitures — — — — Non-vested end of period 230,276 152,500 230,276 152,500 Restricted stock and RSU grants: Weighted average per share value of non-vested shares (based on grant price) $ 24.98 $ 23.83 $ 24.98 $ 23.83 Value of stock vested during the period (based on grant price) $ 61,500 $ — $ 2,365,000 $ 2,289,000 Weighted average per share value of shares forfeited during the period (based on grant price) $ 24.41 $ 23.39 $ 24.41 $ 23.59 The total charge to operations: Outstanding restricted stock grants $ 717,000 $ 763,000 $ 2,403,000 $ 2,263,000 Outstanding RSUs 225,000 208,000 431,000 390,000 Total charge to operations $ 942,000 $ 971,000 $ 2,834,000 $ 2,653,000 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Fair Value Measurements | |
Schedule of derivative financial instruments measured at fair value, using Level 2 inputs | The fair value of the Company’s derivative financial instruments, using Level 2 inputs, was determined to be the following (amounts in thousands): As of Carrying and Fair Value Financial assets: Interest rate swaps September 30, 2019 $ 34 December 31, 2018 2,399 Financial liabilities: Interest rate swaps September 30, 2019 $ 3,414 December 31, 2018 505 |
Schedule of effect of derivative financial instruments on statements of income | The following table presents the effect of the Company’s derivative financial instruments on the consolidated statements of income for the periods presented (amounts in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2019 2018 2019 2018 One Liberty Properties, Inc. and Consolidated subsidiaries Amount of (loss) gain recognized on derivatives in other comprehensive (loss) income $ (1,319) $ 827 $ (5,281) $ 4,336 Amount of reclassification from Accumulated other comprehensive (loss) income into Interest expense (139) (44) (6) (335) Unconsolidated Joint Ventures (Company’s share) Amount of gain recognized on derivatives in other comprehensive (loss) income n/a n/a n/a $ 69 Amount of reclassification from Accumulated other comprehensive (loss) income into Equity in earnings (loss) of unconsolidated joint ventures n/a n/a n/a 103 |
Organization and Background (De
Organization and Background (Details) | Sep. 30, 2019propertystate |
Organization and Background | |
Number of real estate properties | 126 |
Number of states in which properties are located | state | 31 |
Properties owned by consolidated joint ventures | |
Organization and Background | |
Number of real estate properties | 4 |
Properties owned by unconsolidated joint ventures | |
Organization and Background | |
Number of real estate properties | 4 |
Summary Accounting Policies (De
Summary Accounting Policies (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019USD ($)item | Sep. 30, 2018USD ($) | Sep. 30, 2019USD ($)item | Sep. 30, 2018USD ($) | |
Investment in Joint Ventures and Variable Interest Entities | ||||
Number of Unconsolidated Joint Venture VIEs | item | 0 | 0 | ||
Recourse debt of joint ventures | $ 0 | $ 0 | ||
Impairment charge relating to investments in unconsolidated joint ventures | $ 0 | $ 0 | $ 0 | $ 0 |
Leases - Summary (Details)
Leases - Summary (Details) | Jan. 01, 2019USD ($) |
Leases | |
Election of practical expedients package | true |
ASU 2016-02 | |
Leases | |
Cumulative-effect adjustment to retained earnings | $ 0 |
Leases - As Lessor (Details)
Leases - As Lessor (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Lessor | ||||
Operating Lease, Option to extend | true | |||
Operating Lease, Option to terminate | true | |||
Lessor, practical expedient, single lease component | true | true | ||
Components of lease revenues | ||||
Fixed lease revenues | $ 17,361,000 | $ 52,441,000 | ||
Variable lease revenues | 2,853,000 | 9,138,000 | ||
Lease revenues | 20,214,000 | 61,579,000 | ||
Amortization of intangibles relating to leases, net | 200,000 | 709,000 | $ 1,605,000 | |
Write-off of unbilled rent receivable | 382,000 | 74,000 | ||
Revenues | 20,414,000 | $ 19,570,000 | 62,288,000 | 58,856,000 |
Property in Philadelphia, Pennsylvania | ||||
Components of lease revenues | ||||
Write-off of unbilled rent receivable | 380,000 | 380,000 | ||
Rental income, net | ||||
Components of lease revenues | ||||
Revenues | $ 20,414,000 | 19,198,000 | $ 62,288,000 | 58,484,000 |
Tenant reimbursements | ||||
Components of lease revenues | ||||
Revenues | $ 2,005,000 | $ 5,983,000 |
Leases - As Lessor - Minimum Fu
Leases - As Lessor - Minimum Future Rents (Details) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Minimum future contractual rents to be received under ASC 842 | ||
From October 1 - December 31, 2019 | $ 17,394,000 | |
For the year ended December 31, 2020 | 70,331,000 | |
For the year ended December 31, 2021 | 69,031,000 | |
For the year ended December 31, 2022 | 60,457,000 | |
For the year ended December 31, 2023 | 51,672,000 | |
For the year ended December 31, 2024 | 43,435,000 | |
Thereafter | 181,158,000 | |
Total | 493,478,000 | |
Contractual rents | $ 875,000 | |
Minimum future contractual rents to be received under ASC 840 | ||
For the year ended December 31, 2019 | $ 66,959,000 | |
For the year ended December 31, 2020 | 66,691,000 | |
For the year ended December 31, 2021 | 65,130,000 | |
For the year ended December 31, 2022 | 56,444,000 | |
For the year ended December 31, 2023 | 47,644,000 | |
Thereafter | 208,923,000 | |
Total | $ 511,791,000 |
Leases - As Lessee (Details)
Leases - As Lessee (Details) | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2019USD ($)item | Sep. 30, 2019USD ($)item | Jan. 01, 2019USD ($) | |
Lessee | |||
Operating lease liability | $ 4,864,000 | $ 4,864,000 | |
Real Estate in Greensboro, NC | |||
Lessee | |||
Operating lease, option to extend | true | ||
Operating lease, discount rate (as a percent) | 4.75% | 4.75% | |
Operating lease, remaining lease term | 10 years 4 months 24 days | 10 years 4 months 24 days | |
Operating lease expense | $ 131,000 | $ 394,000 | |
Real Estate in Greensboro, NC | Five-Year Lease | |||
Lessee | |||
Operating lease, renewal term | 5 years | 5 years | |
Real Estate in Greensboro, NC | Five-Year Lease | Maximum | |||
Lessee | |||
Operating lease, number of renewal options | item | 5 | 5 | |
Real Estate in Greensboro, NC | Seven-Month Lease | |||
Lessee | |||
Operating lease, number of renewal options | item | 1 | 1 | |
Operating lease, renewal term | 7 months | 7 months | |
Real Estate in Greensboro, NC | ASU 2016-02 | Adjustment | |||
Lessee | |||
Operating lease liability | $ 4,381,000 | ||
Operating lease liability, Statement of Financial Position | us-gaap:AccruedLiabilitiesCurrentAndNoncurrent | ||
Right-of-use asset | $ 4,381,000 | ||
Operating lease, right-of-use Asset, Statement of Financial Position | olp:EscrowDepositsAndOtherAssetsAndReceivables | ||
Corporate office lease in Great Neck | |||
Lessee | |||
Operating lease, option to extend | true | ||
Operating lease, number of renewal options | item | 1 | 1 | |
Operating lease, renewal term | 5 years | 5 years | |
Operating lease liability | $ 646,000 | $ 646,000 | |
Operating lease liability, Statement of Financial Position | us-gaap:AccruedLiabilitiesCurrentAndNoncurrent | us-gaap:AccruedLiabilitiesCurrentAndNoncurrent | |
Right-of-use asset | $ 646,000 | $ 646,000 | |
Operating lease, right-of-use Asset, Statement of Financial Position | olp:EscrowDepositsAndOtherAssetsAndReceivables | olp:EscrowDepositsAndOtherAssetsAndReceivables | |
Operating lease, discount rate (as a percent) | 3.81% | 3.81% | |
Operating lease, remaining lease term | 17 years 3 months 18 days | 17 years 3 months 18 days | |
Operating lease expense | $ 14,000 | $ 40,000 |
Leases - As Lessee - Minimum Fu
Leases - As Lessee - Minimum Future Lease Payments (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Minimum future lease payments under ASC 842 | ||
From October 1 - December 31, 2019 | $ 127 | |
2020 | 510 | |
2021 | 511 | |
2022 | 506 | |
2023 | 507 | |
2024 | 557 | |
Thereafter | 3,741 | |
Total undiscounted cash flows | 6,459 | |
Present value discount | (1,595) | |
Lease liability | $ 4,864 | |
Minimum future lease payments under ASC 840 | ||
2019 | $ 454 | |
2020 | 127 | |
2021 | 47 | |
Total | $ 628 |
Earnings Per Common Share - Sha
Earnings Per Common Share - Shares of common stock underlying RSUs (Details) - 2019 and 2016 Incentive Plans - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Earnings Per Common Share | ||||
Number of underlying shares | 230,276 | 230,276 | 230,276 | 230,276 |
Number of shares included in diluted weighted average number of shares pursuant to return on capital performance metric | 64,329 | 64,453 | 64,329 | 64,453 |
Number of shares in diluted weighted average number of shares pursuant to stockholder return metric | 27,224 | 38,125 | 27,224 | 38,125 |
Total | 91,553 | 102,578 | 91,553 | 102,578 |
September 26, 2017 | ||||
Earnings Per Common Share | ||||
Number of underlying shares | 76,250 | 76,250 | 76,250 | 76,250 |
Number of shares included in diluted weighted average number of shares pursuant to return on capital performance metric | 26,840 | 33,524 | 26,840 | 33,524 |
Number of shares in diluted weighted average number of shares pursuant to stockholder return metric | 27,224 | 38,125 | 27,224 | 38,125 |
Total | 54,064 | 71,649 | 54,064 | 71,649 |
Number of remaining shares at the respective measurement dates | 22,186 | 4,601 | 22,186 | 4,601 |
July 1, 2018 | ||||
Earnings Per Common Share | ||||
Number of underlying shares | 76,250 | 76,250 | 76,250 | 76,250 |
Number of shares included in diluted weighted average number of shares pursuant to return on capital performance metric | 22,321 | 30,929 | 22,321 | 30,929 |
Total | 22,321 | 30,929 | 22,321 | 30,929 |
Number of remaining shares at the respective measurement dates | 53,929 | 45,321 | 53,929 | 45,321 |
July 1, 2019 | ||||
Earnings Per Common Share | ||||
Number of underlying shares | 77,776 | 77,776 | ||
Number of shares included in diluted weighted average number of shares pursuant to return on capital performance metric | 15,168 | 15,168 | ||
Total | 15,168 | 15,168 | ||
Number of remaining shares at the respective measurement dates | 62,608 |
Earnings Per Common Share - Rec
Earnings Per Common Share - Reconciliation (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Numerator for basic and diluted earnings per share: | ||||||||
Net income | $ 5,097 | $ 4,558 | $ 4,011 | $ 10,182 | $ 4,546 | $ 6,653 | $ 13,666 | $ 21,381 |
Add/deduct net loss (income) attributable to non-controlling interests | 21 | (35) | (465) | (866) | ||||
Less earnings allocated to unvested restricted stock | (303) | (342) | (924) | (879) | ||||
Net income available for common stockholders: basic and diluted | $ 4,815 | $ 9,805 | $ 12,277 | $ 19,636 | ||||
Denominator for basic earnings per share: | ||||||||
Weighted average number of common shares | 19,191 | 18,646 | 19,037 | 18,521 | ||||
Effect of diluted securities: | ||||||||
RSUs | 48 | 59 | 39 | 41 | ||||
Denominator for diluted earnings per share: | ||||||||
Weighted average number of shares | 19,239 | 18,705 | 19,076 | 18,562 | ||||
Earnings per common share, basic (in dollars per share) | $ 0.25 | $ 0.53 | $ 0.64 | $ 1.06 | ||||
Earnings per common share, diluted (in dollars per share) | $ 0.25 | $ 0.52 | $ 0.64 | $ 1.06 |
Real Estate Acquisitions - Summ
Real Estate Acquisitions - Summary of acquisitions (Details) - USD ($) $ in Thousands | 1 Months Ended | 9 Months Ended | ||
Oct. 31, 2019 | Sep. 30, 2019 | Jul. 31, 2019 | Sep. 30, 2019 | |
Real Estate Acquisitions | ||||
Contract Purchase Price | $ 39,850 | |||
Capitalized Third Party Real Estate Acquisition Costs | $ 456 | 456 | ||
Zwanenberg Food Group/Metro Carpets industrial facility, Nashville, Tennessee | ||||
Real Estate Acquisitions | ||||
Contract Purchase Price | 8,000 | |||
Capitalized Third Party Real Estate Acquisition Costs | 77 | 77 | ||
New mortgage debt | $ 5,200 | |||
Interest rate (as a percent) | 3.95% | |||
Echo, Inc. industrial facility, Wauconda, Illinois | ||||
Real Estate Acquisitions | ||||
Contract Purchase Price | 3,800 | |||
Capitalized Third Party Real Estate Acquisition Costs | 26 | 26 | ||
Tinicum Mechanical Supply/Philly Motors industrial facility, Bensalem, Pennsylvania | ||||
Real Estate Acquisitions | ||||
Contract Purchase Price | 6,200 | |||
Capitalized Third Party Real Estate Acquisition Costs | 168 | $ 168 | ||
New mortgage debt | $ 4,075 | |||
Interest rate (as a percent) | 4.05% | 4.05% | ||
International Flora Technologies industrial facility, Chandler, Arizona | ||||
Real Estate Acquisitions | ||||
Contract Purchase Price | $ 8,650 | |||
Capitalized Third Party Real Estate Acquisition Costs | $ 57 | 57 | ||
New mortgage debt | $ 5,200 | |||
Interest rate (as a percent) | 4.10% | |||
Nissan North America industrial facility, LaGrange, Georgia | ||||
Real Estate Acquisitions | ||||
Contract Purchase Price | 5,200 | |||
Capitalized Third Party Real Estate Acquisition Costs | 73 | 73 | ||
New mortgage debt | $ 3,200 | |||
Interest rate (as a percent) | 4.00% | |||
Continental Hydraulics industrial facility, Shakopee, Minnesota | ||||
Real Estate Acquisitions | ||||
Contract Purchase Price | 8,000 | |||
Capitalized Third Party Real Estate Acquisition Costs | $ 55 | $ 55 |
Real Estate Acquisitions - Allo
Real Estate Acquisitions - Allocation of purchase price (Details) - USD ($) | Oct. 23, 2019 | Oct. 03, 2019 | Sep. 30, 2019 | Sep. 30, 2018 |
Allocation of purchase price for the Company's real estate acquisitions | ||||
Land | $ 6,234,000 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Buildings And Improvements | 31,425,000 | |||
Intangible Lease Asset | 3,324,000 | |||
Intangible Lease Liability | (677,000) | |||
Total | 40,306,000 | |||
Payment to acquire industrial property on lease | 40,306,000 | $ 18,452,000 | ||
Zwanenberg Food Group/Metro Carpets industrial facility, Nashville, Tennessee | ||||
Allocation of purchase price for the Company's real estate acquisitions | ||||
Land | 1,058,000 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Buildings And Improvements | 6,350,000 | |||
Intangible Lease Asset | 750,000 | |||
Intangible Lease Liability | (81,000) | |||
Total | 8,077,000 | |||
Echo, Inc. industrial facility, Wauconda, Illinois | ||||
Allocation of purchase price for the Company's real estate acquisitions | ||||
Land | 67,000 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Buildings And Improvements | 3,424,000 | |||
Intangible Lease Asset | 339,000 | |||
Intangible Lease Liability | (4,000) | |||
Total | 3,826,000 | |||
Tinicum Mechanical Supply/Philly Motors industrial facility, Bensalem, Pennsylvania | ||||
Allocation of purchase price for the Company's real estate acquisitions | ||||
Land | 1,602,000 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Buildings And Improvements | 4,322,000 | |||
Intangible Lease Asset | 664,000 | |||
Intangible Lease Liability | (220,000) | |||
Total | 6,368,000 | |||
International Flora Technologies industrial facility, Chandler, Arizona | ||||
Allocation of purchase price for the Company's real estate acquisitions | ||||
Land | 1,334,000 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Buildings And Improvements | 7,373,000 | |||
Total | 8,707,000 | |||
Nissan North America industrial facility, LaGrange, Georgia | ||||
Allocation of purchase price for the Company's real estate acquisitions | ||||
Land | 298,000 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Buildings And Improvements | 4,499,000 | |||
Intangible Lease Asset | 627,000 | |||
Intangible Lease Liability | (151,000) | |||
Total | 5,273,000 | |||
Continental Hydraulics industrial facility, Shakopee, Minnesota | ||||
Allocation of purchase price for the Company's real estate acquisitions | ||||
Land | 1,875,000 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Buildings And Improvements | 5,457,000 | |||
Intangible Lease Asset | 944,000 | |||
Intangible Lease Liability | (221,000) | |||
Total | $ 8,055,000 | |||
Industrial property, Rincon, Georgia | ||||
Allocation of purchase price for the Company's real estate acquisitions | ||||
Payment to acquire industrial property on lease | $ 6,400,000 | |||
Industrial property, Chandler, Arizona | ||||
Allocation of purchase price for the Company's real estate acquisitions | ||||
Payment to acquire industrial property on lease | $ 3,000,000 |
Sale of Properties and Proper_3
Sale of Properties and Property Held-for-Sale (Details) - USD ($) | Jun. 20, 2019 | Jan. 30, 2018 | Jul. 31, 2019 | Dec. 31, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2019 | Sep. 14, 2018 | Nov. 30, 2017 |
Sale of Property | |||||||||
Gross Sales Price | $ 23,585,000 | $ 17,659,000 | |||||||
Gain on sale of real estate, net | 3,643,000 | 6,993,000 | |||||||
Property held-for-sale | 1,227,000 | ||||||||
Retail Property Clemmons, North Carolina | |||||||||
Sale of Property | |||||||||
Gross Sales Price | 5,500,000 | ||||||||
Gain on sale of real estate, net | 1,099,000 | ||||||||
Prepayment costs on debt related to a swap termination fee | 40,000 | ||||||||
Retail property, Athens, Georgia | |||||||||
Sale of Property | |||||||||
Gross Sales Price | 6,050,000 | ||||||||
Gain on sale of real estate, net | 1,045,000 | ||||||||
Prepayment costs on debt related to a swap termination fee | 161,000 | ||||||||
Land, Wheaton, Illinois | |||||||||
Sale of Property | |||||||||
Gross Sales Price | 12,035,000 | ||||||||
Gain on sale of real estate, net | 1,499,000 | ||||||||
Retail Property, Fort Bend, Texas | |||||||||
Sale of Property | |||||||||
Gross Sales Price | 9,200,000 | ||||||||
Gain on sale of real estate, net | 2,408,000 | ||||||||
Land, Lakemoor, Illinois | |||||||||
Sale of Property | |||||||||
Gross Sales Price | 8,459,000 | ||||||||
Gain on sale of real estate, net | $ 4,585,000 | ||||||||
Unamortized balance, fixed rent | $ 5,717,000 | ||||||||
Deferred income | $ 5,906,000 | ||||||||
Retail Property, Houston, Texas | |||||||||
Sale of Property | |||||||||
Gross Sales Price | $ 1,675,000 | ||||||||
Property held-for-sale | $ 1,227,000 | ||||||||
Retail Property, Houston, Texas | Forecast | |||||||||
Sale of Property | |||||||||
Gain on sale of real estate, net | $ 218,000 | $ 218,000 | |||||||
Consolidated Joint Venture | Retail Property Clemmons, North Carolina | |||||||||
Sale of Property | |||||||||
Ownership interest in consolidated joint venture of the company (as a percent) | 90.00% | ||||||||
Non-controlling interest's share of the gain | $ 422,000 | ||||||||
Consolidated Joint Venture | Retail Property, Fort Bend, Texas | |||||||||
Sale of Property | |||||||||
Ownership interest in consolidated joint venture of the company (as a percent) | 85.00% | ||||||||
Non-controlling interest's share of the gain | $ 776,000 |
Variable Interest Entities, C_3
Variable Interest Entities, Contingent Liability and Consolidated Joint Ventures - Ground Leases (Details) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2019USD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2019USD ($)item | Sep. 30, 2018USD ($) | Dec. 31, 2018USD ($) | |
Variable Interest Entities | |||||
Total revenues | $ 20,414,000 | $ 19,570,000 | $ 62,288,000 | $ 58,856,000 | |
VIE ground leases and aggregate carrying amount and maximum exposure to loss | |||||
Restricted cash | 379,000 | 379,000 | $ 1,106,000 | ||
Rental income, net | |||||
Variable Interest Entities | |||||
Total revenues | 20,414,000 | 19,198,000 | 62,288,000 | 58,484,000 | |
Variable Interest Entity, Not Primary Beneficiary | |||||
VIE ground leases and aggregate carrying amount and maximum exposure to loss | |||||
Restricted cash | 0 | 0 | |||
Variable Interest Entity, Not Primary Beneficiary | Ground lease rental income | |||||
Variable Interest Entities | |||||
Total revenues | 383,000 | 925,000 | 1,354,000 | 2,872,000 | |
Variable Interest Entity, Not Primary Beneficiary | Properties Located in Lakemoor, Illinois and Wheaton, Illinois | Ground lease rental income | |||||
Variable Interest Entities | |||||
Total revenues | 203,000 | $ 512,000 | 814,000 | $ 1,659,000 | |
Variable Interest Entity, Not Primary Beneficiary | The Briarbrook Village Apartments, Wheaton, Illinois | Restricted Cash | |||||
VIE ground leases and aggregate carrying amount and maximum exposure to loss | |||||
Cash reserve balance | 356,000 | ||||
Variable Interest Entity, Not Primary Beneficiary | The Vue Apartments, Beachwood, Ohio | |||||
VIE ground leases and aggregate carrying amount and maximum exposure to loss | |||||
Land Contract Purchase Price | $ 13,896,000 | ||||
Units in Apartment Complex | item | 348 | ||||
Owner/ Operator Mortgage from Third Party | $ 67,444,000 | ||||
Variable Interest Entity, Not Primary Beneficiary | The Vue Apartments, Beachwood, Ohio | Restricted Cash | |||||
VIE ground leases and aggregate carrying amount and maximum exposure to loss | |||||
Escrow deposit | $ 750,000 | ||||
Variable Interest Entity, Not Primary Beneficiary | The Vue Apartments, Beachwood, Ohio | Land | |||||
VIE ground leases and aggregate carrying amount and maximum exposure to loss | |||||
Carrying Amount and Maximum Exposure to Loss | $ 13,901,000 | $ 13,901,000 |
Variable Interest Entities, C_4
Variable Interest Entities, Contingent Liability and Consolidated Joint Ventures - Consolidated Joint Ventures (Details) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2019USD ($)item | Dec. 31, 2018USD ($) | ||
Consolidated VIEs Carrying Amount of Assets and Liabilities | |||
Land | $ 195,771 | $ 204,162 | |
Unbilled rent receivable | 14,202 | 13,722 | |
Unamortized intangible lease assets, net | 26,375 | 26,541 | |
Escrow, deposits, and other assets and receivables | 10,033 | 8,023 | |
Mortgages payable, net of unamortized deferred financing costs of $328 and $391, respectively | 435,115 | 418,798 | |
Accrued expenses and other liabilities | 17,784 | 11,094 | |
Unamortized intangible lease liabilities, net | 12,552 | 14,013 | |
Accumulated other comprehensive (loss) income | (3,374) | 1,890 | |
Non-controlling interests in consolidated joint ventures | [1] | $ 1,172 | 1,449 |
Consolidated Joint Venture-VIEs | |||
Variable Interest Entities | |||
Number of joint ventures with controlling interest | item | 4 | ||
Consolidated VIEs Carrying Amount of Assets and Liabilities | |||
Land | $ 12,158 | 14,722 | |
Buildings and improvements, net of accumulated depreciation of $4,109 and $4,119, respectively | 24,426 | 27,642 | |
Accumulated depreciation | 4,109 | 4,119 | |
Cash | 1,029 | 1,020 | |
Unbilled rent receivable | 870 | 1,211 | |
Unamortized intangible lease assets, net | 776 | 890 | |
Escrow, deposits, and other assets and receivables | 715 | 810 | |
Mortgages payable, net of unamortized deferred financing costs of $328 and $391, respectively | 24,404 | 26,850 | |
Unamortized deferred financing costs | 328 | 391 | |
Accrued expenses and other liabilities | 708 | 761 | |
Unamortized intangible lease liabilities, net | 613 | 1,694 | |
Accumulated other comprehensive (loss) income | (85) | 31 | |
Non-controlling interests in consolidated joint ventures | $ 1,172 | $ 1,449 | |
Consolidated Joint Venture-VIEs | Minimum | |||
Variable Interest Entities | |||
Ownership interest in consolidated joint venture of the company (as a percent) | 90.00% | ||
Consolidated Joint Venture-VIEs | Maximum | |||
Variable Interest Entities | |||
Ownership interest in consolidated joint venture of the company (as a percent) | 95.00% | ||
Consolidated Joint Venture-VIEs | Real Estate in Clemmons, NC | |||
Variable Interest Entities | |||
Ownership interest in consolidated joint venture of the company (as a percent) | 90.00% | ||
[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: $12,158 and $14,722 of land, $24,426 and $27,642 of building and improvements, net of $ 4,109 and $4,119 of accumulated depreciation, $3,390 and $3,931 of other assets included in other line items, $24,404 and $26,850 of real estate debt, net, $1,321 and $2,455 of other liabilities included in other line items and $1,172 and $1,449 of non-controlling interests as of September 30, 2019 and December 31, 2018, respectively. |
Variable Interest Entities, C_5
Variable Interest Entities, Contingent Liability and Consolidated Joint Ventures - MCB Real Estate, LLC (Details) - Consolidated Joint Venture-VIEs - MCB Real Estate, LLC and Affiliates | Sep. 30, 2019USD ($)item | Dec. 31, 2018USD ($)item |
Consolidated VIEs Carrying Amount of Assets and Liabilities | ||
Number of consolidated joint ventures | item | 3 | 4 |
Investment in consolidated joint ventures | $ | $ 7,503,000 | $ 9,891,000 |
Investment in Unconsolidated _2
Investment in Unconsolidated Joint Ventures (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2019USD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2018USD ($) | Dec. 31, 2018USD ($) | |
Investment in Unconsolidated Joint Ventures | |||||
Investment in unconsolidated joint ventures | $ 11,070,000 | $ 11,070,000 | $ 10,857,000 | ||
Equity in earnings (loss) of unconsolidated joint ventures | $ 50,000 | $ 173,000 | $ (32,000) | $ 716,000 | |
Equity in earnings from sale of unconsolidated joint venture properties | 1,986,000 | 2,057,000 | |||
Unconsolidated Joint Ventures | |||||
Investment in Unconsolidated Joint Ventures | |||||
Number of unconsolidated joint ventures | 4 | 4 | |||
Number of properties owned and operated by each unconsolidated joint venture | 1 | 1 | |||
Investment in unconsolidated joint ventures | $ 11,070,000 | $ 11,070,000 | 10,857,000 | ||
Equity in earnings (loss) of unconsolidated joint ventures | 50,000 | 173,000 | (32,000) | 716,000 | |
Equity in earnings from sale of unconsolidated joint venture properties | 2,057,000 | ||||
Income related to the discontinuance of hedge accounting on a mortgage swap | $ 110,000 | $ 110,000 | |||
Unconsolidated Joint Ventures | MCB Real Estate, LLC and Affiliates | |||||
Investment in Unconsolidated Joint Ventures | |||||
Investment in unconsolidated joint ventures | $ 8,898,000 | $ 8,898,000 | $ 9,087,000 |
Debt Obligations- Mortgage Paya
Debt Obligations- Mortgage Payable (Details) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Debt Obligations | ||
Mortgages payable, net | $ 435,115,000 | $ 418,798,000 |
Mortgages payable | ||
Debt Obligations | ||
Mortgages payable, gross | 439,417,000 | 423,096,000 |
Unamortized deferred financing costs | (4,302,000) | (4,298,000) |
Mortgages payable, net | $ 435,115,000 | $ 418,798,000 |
Debt Obligations - Line of Cred
Debt Obligations - Line of Credit (Details) - USD ($) | Jul. 01, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | Nov. 04, 2019 | Dec. 31, 2018 |
Line of Credit | |||||
Line of credit, net | $ 18,780,000 | $ 29,688,000 | |||
Line of Credit | |||||
Line of Credit | |||||
Commitment fee which will be amortized over the remaining term of the facility | $ 550,000 | ||||
Maximum borrowing capacity | $ 100,000,000 | ||||
Unused facility fee (as a percent) | 0.25% | ||||
Interest rate during the period (as a percent) | 4.14% | 3.62% | |||
Line of credit, gross | $ 19,450,000 | $ 22,650,000 | 30,000,000 | ||
Unamortized deferred financing costs | (670,000) | (312,000) | |||
Line of credit, net | $ 18,780,000 | $ 29,688,000 | |||
Line of Credit | LIBOR | |||||
Line of Credit | |||||
Spread on variable interest rate (as a percent) | 2.00% | 1.75% | |||
Basis of interest rate | one month LIBOR | ||||
Line of Credit | LIBOR | Minimum | |||||
Line of Credit | |||||
Spread on variable interest rate (as a percent) | 1.75% | ||||
Line of Credit | LIBOR | Maximum | |||||
Line of Credit | |||||
Spread on variable interest rate (as a percent) | 3.00% |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Related Party Transaction | ||||
Share based compensation charged to operations | $ 942,000 | $ 971,000 | $ 2,834,000 | $ 2,653,000 |
Majestic | ||||
Related Party Transaction | ||||
Fees under compensation and services agreement | 705,000 | 687,000 | 2,110,000 | 2,054,000 |
Property management costs allocated to real estate expenses | 325,000 | 307,000 | 971,000 | 915,000 |
Additional payment for the entity's share of all direct office expenses | 54,000 | 54,000 | 162,000 | 162,000 |
Executive officers and others | ||||
Related Party Transaction | ||||
Share based compensation charged to operations | 521,000 | 483,000 | 1,453,000 | 1,332,000 |
Joint Venture Partners and Affiliates | ||||
Related Party Transaction | ||||
Real estate property management costs | 21,000 | 21,000 | 62,000 | 86,000 |
Chairman | General and administrative expense | ||||
Related Party Transaction | ||||
Quarterly fees under compensation and services agreement | 72,400 | 69,000 | ||
Vice Chairman | General and administrative expense | ||||
Related Party Transaction | ||||
Quarterly fees under compensation and services agreement | 28,900 | 27,500 | ||
Gould Investors L.P. | Real estate expenses | ||||
Related Party Transaction | ||||
Insurance expense recognized of amounts reimbursed to related party | 249,000 | 241,000 | $ 696,000 | 646,000 |
Net lease tenants | Majestic | ||||
Related Party Transaction | ||||
Property management costs (as a percent) | 1.50% | |||
Operating lease tenants | Majestic | ||||
Related Party Transaction | ||||
Property management costs (as a percent) | 2.00% | |||
Unconsolidated Joint Ventures | ||||
Related Party Transaction | ||||
Aggregate management fees paid to other partners | 29,000 | 39,000 | $ 85,000 | 135,000 |
Decrease in equity earnings, joint venture transaction | $ 15,000 | $ 19,000 | $ 42,000 | $ 67,000 |
Common Stock Cash Dividend (Det
Common Stock Cash Dividend (Details) - USD ($) | Sep. 11, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 |
Common Stock Cash Dividend | |||||||
Quarterly cash dividend declared (in dollars per share) | $ 0.45 | ||||||
Cash dividend declared | $ 8,942,000 | $ 8,942,000 | $ 8,922,000 | $ 8,832,000 | $ 8,694,000 | $ 8,652,000 | $ 8,581,000 |
Shares Issued through the At-_2
Shares Issued through the At-the-Market Equity Offering Program (Details) | 9 Months Ended |
Sep. 30, 2019USD ($)shares | |
Shares Issued through the At-the-Market Equity Offering Program | |
Number of shares sold (in shares) | shares | 180,120 |
Proceeds from sale of common stock, net of commissions | $ 5,392,000 |
Payment of commissions on sale of shares | 54,000 |
Payment of offering costs on sale of shares | $ 136,000 |
Stock Based Compensation (Detai
Stock Based Compensation (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2019 | Sep. 30, 2018 | |
Total charge to operations: | |||||
Share based compensation charged to operations | $ 942,000 | $ 971,000 | $ 2,834,000 | $ 2,653,000 | |
Restricted stock and RSU grants | |||||
Restricted stock and RSU grants: | |||||
Weighted average per share value of non-vested shares (based on grant price) (in dollars per share) | $ 24.98 | $ 23.83 | $ 24.98 | $ 23.83 | |
Value of stock vested during the year (based on grant price) | $ 61,500 | $ 2,365,000 | $ 2,289,000 | ||
Weighted average per share value of shares forfeited during the year (based on grant price) (in dollars per share) | $ 24.41 | $ 23.39 | $ 24.41 | $ 23.59 | |
Restricted stock | |||||
Stock Based Compensation | |||||
Vesting period | 5 years | ||||
Summary of the activity of the incentive plans | |||||
Average per share grant price (in dollars per share) | $ 25.70 | $ 25.31 | |||
Deferred compensation to be recognized over vesting period | $ 3,856,000 | $ 3,664,000 | $ 3,856,000 | $ 3,664,000 | |
Number of non-vested shares: | |||||
Non-vested beginning of period (in shares) | 689,150 | 651,500 | 651,250 | 612,900 | |
Number of shares awarded | 150,050 | 144,750 | |||
Vested during year (in shares) | (2,500) | (114,650) | (106,000) | ||
Forfeitures (in shares) | (12,400) | (250) | (12,400) | (400) | |
Non-vested end of period (in shares) | 674,250 | 651,250 | 674,250 | 651,250 | |
Total charge to operations: | |||||
Share based compensation charged to operations | $ 717,000 | $ 763,000 | $ 2,403,000 | $ 2,263,000 | |
Total compensation costs related to non-vested awards that have not yet been recognized | $ 7,965,000 | $ 7,965,000 | |||
Approximate weighted average remaining vesting period | 2 years 4 months 24 days | ||||
RSUs | |||||
Summary of the activity of the incentive plans | |||||
Average per share grant price (in dollars per share) | $ 28.96 | $ 26.41 | $ 28.96 | $ 26.41 | |
Deferred compensation to be recognized over vesting period | $ 923,000 | $ 1,136,000 | $ 923,000 | $ 1,136,000 | |
Number of non-vested shares: | |||||
Non-vested beginning of period (in shares) | 152,500 | 76,250 | 152,500 | 76,250 | |
Number of shares awarded | 77,776 | 76,250 | 76,250 | 77,776 | 76,250 |
Vested during year (in shares) | 0 | ||||
Forfeitures (in shares) | 0 | ||||
Non-vested end of period (in shares) | 230,276 | 152,500 | 230,276 | 152,500 | |
Total charge to operations: | |||||
Share based compensation charged to operations | $ 225,000 | $ 208,000 | $ 431,000 | $ 390,000 | |
Total compensation costs related to non-vested awards that have not yet been recognized | $ 1,559,000 | $ 1,559,000 | |||
Approximate weighted average remaining vesting period | 1 year 9 months 18 days | ||||
TSR Awards | |||||
Stock Based Compensation | |||||
Percentage of RSUs to vest upon achievement of specified criteria | 50.00% | ||||
TSR Awards | Awards granted in 2019 | |||||
Valuation assumptions | |||||
Expected life | 3 years | ||||
Dividend rate | 6.22% | ||||
Risk-free interest rate minimum | 1.79% | ||||
Risk-free interest rate maximum | 2.07% | ||||
Expected price volatility minimum | 21.37% | ||||
Expected price volatility maximum | 23.04% | ||||
ROC Awards | |||||
Stock Based Compensation | |||||
Percentage of RSUs to vest upon achievement of specified criteria | 50.00% | ||||
2019 Incentive Plan | |||||
Stock Based Compensation | |||||
Maximum number of shares authorized for issuance | 750,000 | 750,000 | |||
2019 Incentive Plan | RSUs | |||||
Number of non-vested shares: | |||||
Number of shares awarded | 77,776 | ||||
2016 and 2012 Incentive Plans | Restricted stock and RSU grants | |||||
Number of non-vested shares: | |||||
Non-vested end of period (in shares) | 826,750 | 826,750 | |||
Pay-for-performance program | RSUs | Awards granted in 2017 | |||||
Summary of the activity of the incentive plans | |||||
Aggregate fair value of the shares granted | $ 787,000 | $ 787,000 | |||
Pay-for-performance program | RSUs | Awards granted in 2018 | |||||
Summary of the activity of the incentive plans | |||||
Aggregate fair value of the shares granted | 856,000 | 856,000 | |||
Pay-for-performance program | RSUs | Awards granted in 2019 | |||||
Summary of the activity of the incentive plans | |||||
Aggregate fair value of the shares granted | $ 923,000 | $ 923,000 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary (Details) | Sep. 30, 2019USD ($)Yitem | Dec. 31, 2018USD ($)Y |
Recurring | Level 2 | Interest rate swap | ||
Financial assets: | ||
Derivative financial instruments | $ 34,000 | $ 2,399,000 |
Financial liabilities: | ||
Derivative financial instruments | 3,414,000 | 505,000 |
Mortgages payable | ||
FAIR VALUE MEASUREMENTS | ||
Estimated fair value of mortgages payable | 453,349,000 | 420,396,000 |
Carrying value of mortgage loans | 439,417,000 | 423,096,000 |
Excess of fair value over carrying value | $ 13,932,000 | |
Excess of carrying value over fair value | $ 2,700,000 | |
Blended market interest rate | Mortgages payable | ||
FAIR VALUE MEASUREMENTS | ||
Long-term debt, measurement input | 3.75 | 4.41 |
Remaining term to maturity | Mortgages payable | ||
FAIR VALUE MEASUREMENTS | ||
Long-term debt, measurement input | Y | 8 | 8.7 |
Fair Value Measurements - Inter
Fair Value Measurements - Interest Rate Derivatives (Details) - Interest rate derivatives - Cash flow hedges | 9 Months Ended |
Sep. 30, 2019USD ($)item | |
Fair Value Measurements | |
Number of interest rate derivatives held | 24 |
Number of mortgage loans outstanding | 24 |
Notional Amount | $ | $ 107,608,000 |
Weighted average maturity | 5 years 3 months 18 days |
Weighted average annual interest rate (as a percent) | 4.12% |
Minimum | |
Fair Value Measurements | |
Fixed Interest Rate (as a percent) | 3.02% |
Maximum | |
Fair Value Measurements | |
Fixed Interest Rate (as a percent) | 5.38% |
Fair Value Measurements - Deriv
Fair Value Measurements - Derivative Instruments, Gain (Loss) (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Fair Value Measurements | |||||
Amount of reclassification from Accumulated other comprehensive (loss) income into Equity in earnings (loss) of unconsolidated joint ventures | $ 110,000 | $ 110,000 | |||
Reclassification of realized gain (loss) from Accumulated other comprehensive income (loss) to earnings | $ 161,000 | $ 201,000 | |||
Interest rate swap | Cash flow hedges | |||||
Fair Value Measurements | |||||
Amount of (loss) gain recognized on derivatives in other comprehensive (loss) income | (1,319,000) | 827,000 | (5,281,000) | 4,336,000 | |
Amount of reclassification from Accumulated other comprehensive (loss) income into Interest expense | (139,000) | (44,000) | (6,000) | (335,000) | |
Reclassification of gain (loss) | |||||
Amount of gain (loss) recognized with respect to effectiveness testing | 0 | $ 0 | 0 | 0 | |
Additional amount to be reclassified during the next twelve months | 555,000 | ||||
Credit risk related contingent feature | |||||
Accrued interest payable on derivatives in a liability position | 6,000 | 6,000 | $ 8,000 | ||
Fair value of derivative in a liability position, including accrued interest but excluding adjustments for non-performance risk | 3,622,000 | 3,622,000 | 554,000 | ||
Termination liability value | $ 3,622,000 | 3,622,000 | 554,000 | ||
Interest rate swap | Cash flow hedges | Accrued expenses and other liabilities | |||||
Credit risk related contingent feature | |||||
Adjustments for non-performance risk | $ 202,000 | $ 41,000 | |||
Unconsolidated Joint Ventures | Interest rate swap | Cash flow hedges | |||||
Fair Value Measurements | |||||
Amount of (loss) gain recognized on derivatives in other comprehensive (loss) income | 69,000 | ||||
Amount of reclassification from Accumulated other comprehensive (loss) income into Equity in earnings (loss) of unconsolidated joint ventures | $ 103,000 |