Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2022 | May 03, 2022 | |
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 | Mar. 31, 2022 | |
Entity File Number | 001-09279 | |
Entity Incorporation, State or Country Code | MD | |
Entity Tax Identification Number | 13-3147497 | |
Entity Address, Address Line One | 60 Cutter Mill Road | |
Entity Address, City or Town | Great Neck | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 11021 | |
City Area Code | 516 | |
Local Phone Number | 466-3100 | |
Title of 12(b) Security | Common Stock | |
Trading Symbol | OLP | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 21,126,314 | |
Entity Central Index Key | 0000712770 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | |
Real estate investments, at cost | |||
Land | $ 178,681 | $ 180,183 | |
Buildings and improvements | 663,587 | 657,458 | |
Total real estate investments, at cost | 842,268 | 837,641 | |
Less accumulated depreciation | 164,505 | 160,664 | |
Real estate investments, net | 677,763 | 676,977 | |
Property held-for-sale | 1,270 | 1,270 | |
Investment in unconsolidated joint ventures | 10,288 | 10,172 | |
Cash and cash equivalents | 11,442 | 16,164 | |
Unbilled rent receivable | 14,166 | 14,330 | |
Unamortized intangible lease assets, net | 19,912 | 20,694 | |
Escrow, deposits and other assets and receivables | 15,288 | 13,346 | |
Total assets | [1] | 750,129 | 752,953 |
Liabilities: | |||
Mortgages payable, net of $3,292 and $3,316 of deferred financing costs, respectively | 397,848 | 396,344 | |
Line of credit, net of $162 and $216 of deferred financing costs, respectively | 4,978 | 11,484 | |
Dividends payable | 9,585 | 9,448 | |
Accrued expenses and other liabilities | 17,533 | 18,992 | |
Unamortized intangible lease liabilities, net | 10,335 | 10,407 | |
Total liabilities | [1] | 440,279 | 446,675 |
Commitments and contingencies | |||
One Liberty Properties, Inc. stockholders' equity: | |||
Preferred stock, $1 par value; 12,500 shares authorized; none issued | |||
Common stock, $1 par value; 50,000 shares authorized; 20,392 and 20,239 shares issued and outstanding | 20,392 | 20,239 | |
Paid-in capital | 324,689 | 322,793 | |
Accumulated other comprehensive income (loss) | 260 | (1,513) | |
Distributions in excess of net income | (36,423) | (36,187) | |
Total One Liberty Properties, Inc. stockholders' equity | 308,918 | 305,332 | |
Non-controlling interests in consolidated joint ventures | [1] | 932 | 946 |
Total equity | 309,850 | 306,278 | |
Total liabilities and equity | $ 750,129 | $ 752,953 | |
[1] | The Company’s consolidated balance sheets include assets and liabilities of consolidated variable interest entities (“VIEs”). See Note 6. The consolidated balance sheets include the following amounts related to the Company’s consolidated VIEs: $10,365 and $10,365 of land, $18,289 and $18,472 of building and improvements, net of $5,140 and $4,957 of accumulated depreciation, $3,244 and $3,580 of other assets included in other line items, $19,021 and $19,193 of real estate debt, net, $1,216 and $1,350 of other liabilities included in other line items and $932 and $946 of non-controlling interests as of March 31, 2022 and December 31, 2021, respectively. |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) shares in Thousands, $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | |
Preferred stock, par value (in dollars per share) | $ 1 | $ 1 | |
Preferred stock, shares authorized | 12,500 | 12,500 | |
Preferred stock, shares issued | 0 | 0 | |
Common stock, par value (in dollars per share) | $ 1 | $ 1 | |
Common stock, shares authorized | 50,000 | 50,000 | |
Common stock, shares issued | 20,392 | 20,239 | |
Common stock, shares outstanding | 20,392 | 20,239 | |
Land | $ 178,681 | $ 180,183 | |
Buildings and improvements | 663,587 | 657,458 | |
Accumulated depreciation | 164,505 | 160,664 | |
Non-controlling interests in consolidated joint ventures | [1] | 932 | 946 |
Line of Credit | |||
Deferred financing costs | 162 | 216 | |
Mortgages payable | |||
Deferred financing costs | 3,292 | 3,316 | |
Consolidated Joint Venture-VIEs | |||
Land | 10,365 | 10,365 | |
Buildings and improvements | 18,289 | 18,472 | |
Accumulated depreciation | 5,140 | 4,957 | |
Other assets | 3,244 | 3,580 | |
Real estate debt, net | 19,021 | 19,193 | |
Other liabilities | 1,216 | 1,350 | |
Non-controlling interests in consolidated joint ventures | 932 | 946 | |
Consolidated Joint Venture-VIEs | Mortgages payable | |||
Deferred financing costs | $ 185 | $ 195 | |
[1] | The Company’s consolidated balance sheets include assets and liabilities of consolidated variable interest entities (“VIEs”). See Note 6. The consolidated balance sheets include the following amounts related to the Company’s consolidated VIEs: $10,365 and $10,365 of land, $18,289 and $18,472 of building and improvements, net of $5,140 and $4,957 of accumulated depreciation, $3,244 and $3,580 of other assets included in other line items, $19,021 and $19,193 of real estate debt, net, $1,216 and $1,350 of other liabilities included in other line items and $932 and $946 of non-controlling interests as of March 31, 2022 and December 31, 2021, respectively. |
CONSOLIDATED STATEMENTS OF INCO
CONSOLIDATED STATEMENTS OF INCOME - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Revenues: | ||
Total revenues | $ 21,556 | $ 20,816 |
Operating expenses: | ||
Depreciation and amortization | 5,843 | 5,757 |
General and administrative (see Note 9 for related party information) | 3,792 | 3,642 |
Real estate expenses (see Note 9 for related party information) | 3,687 | 3,686 |
State taxes | 74 | 75 |
Total operating expenses | 13,396 | 13,160 |
Other operating income | ||
Gain on sale of real estate, net | 4,649 | |
Operating income | 12,809 | 7,656 |
Other income and expenses: | ||
Equity in earnings (loss) of unconsolidated joint ventures | 116 | (22) |
Other income (see Note 13) | 926 | 170 |
Interest: | ||
Expense | (4,306) | (4,634) |
Amortization of deferred financing costs | (205) | (213) |
Net income | 9,340 | 2,957 |
Net (income) loss attributable to non-controlling interests | (17) | 5 |
Net income attributable to One Liberty Properties, Inc. | $ 9,323 | $ 2,962 |
Weighted average number of common shares outstanding: | ||
Basic (in shares) | 20,379 | 20,003 |
Diluted (in shares) | 20,541 | 20,061 |
Per common share attributable to common stockholders: | ||
Basic (in dollars per share) | $ 0.44 | $ 0.13 |
Diluted (in dollars per share) | 0.44 | 0.13 |
Cash distributions per share of common stock (in dollars per share) | $ 0.45 | $ 0.45 |
Rental income, net | ||
Revenues: | ||
Total revenues | $ 21,531 | $ 20,684 |
Lease termination fees | ||
Revenues: | ||
Total revenues | $ 25 | $ 132 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME | ||
Net income | $ 9,340 | $ 2,957 |
Other comprehensive income | ||
Net unrealized gain on derivative instruments | 1,775 | 1,501 |
Comprehensive income | 11,115 | 4,458 |
Net (income) loss attributable to non-controlling interests | (17) | 5 |
Adjustment for derivative instruments attributable to non-controlling interests | (2) | (3) |
Comprehensive income attributable to One Liberty Properties, Inc. | $ 11,096 | $ 4,460 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - USD ($) $ in Thousands | Common Stock | Paid-in Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Distributions in Excess of Net Income | Non-Controlling Interests in Consolidated Joint Ventures | Total |
Balances at Dec. 31, 2020 | $ 19,878 | $ 313,430 | $ (5,002) | $ (37,539) | $ 1,193 | $ 291,960 |
Distributions - common stock | ||||||
Cash | (9,329) | (9,329) | ||||
Restricted stock vesting | 130 | (130) | ||||
Contribution from non-controlling interest | 20 | 20 | ||||
Distributions to non-controlling interests | (13) | (13) | ||||
Compensation expense - restricted stock and RSUs | 1,343 | 1,343 | ||||
Net income (loss) | 2,962 | (5) | 2,957 | |||
Other comprehensive income | 1,498 | 3 | 1,501 | |||
Balances at Mar. 31, 2021 | 20,008 | 314,643 | (3,504) | (43,906) | 1,198 | 288,439 |
Balances at Dec. 31, 2021 | 20,239 | 322,793 | (1,513) | (36,187) | 946 | 306,278 |
Distributions - common stock | ||||||
Cash | (9,559) | (9,559) | ||||
Restricted stock vesting | 131 | (131) | ||||
Shares issued through equity offering program - net | 17 | 546 | 563 | |||
Shares issued through dividend reinvestment plan | 5 | 156 | 161 | |||
Distributions to non-controlling interests | (33) | (33) | ||||
Compensation expense - restricted stock and RSUs | 1,325 | 1,325 | ||||
Net income (loss) | 9,323 | 17 | 9,340 | |||
Other comprehensive income | 1,773 | 2 | 1,775 | |||
Balances at Mar. 31, 2022 | $ 20,392 | $ 324,689 | $ 260 | $ (36,423) | $ 932 | $ 309,850 |
CONSOLIDATED STATEMENTS OF CH_2
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (Parenthetical) - $ / shares | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Distributions - common stock | ||
Cash | $ 0.45 | $ 0.45 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash flows from operating activities: | ||
Net income | $ 9,340 | $ 2,957 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Gain on sale of real estate, net | (4,649) | |
(Increase) decrease in unbilled rent receivable | (378) | 95 |
Amortization of intangibles relating to leases, net | (189) | (232) |
Amortization of restricted stock and RSU compensation expense | 1,325 | 1,343 |
Equity in (earnings) loss of unconsolidated joint ventures | (116) | 22 |
Distributions of earnings from unconsolidated joint ventures | 100 | |
Depreciation and amortization | 5,843 | 5,757 |
Amortization of deferred financing costs | 205 | 213 |
Payment of leasing commissions | (798) | (71) |
(Increase) decrease in escrow, deposits, other assets and receivables | (1,375) | 1,167 |
(Decrease) increase in accrued expenses and other liabilities | (377) | 102 |
Net cash provided by operating activities | 8,831 | 11,453 |
Cash flows from investing activities: | ||
Purchase of real estate | (8,166) | |
Improvements to real estate | (1,778) | (512) |
Investments in ground leased property | (271) | (430) |
Net proceeds from sale of real estate | 9,555 | |
Insurance recovery proceeds due to casualty loss | 918 | 300 |
Net cash provided by (used in) investing activities | 258 | (642) |
Cash flows from financing activities: | ||
Scheduled amortization payments of mortgages payable | (3,380) | (3,520) |
Repayment of mortgages payable | (2,074) | |
Proceeds from mortgage financings | 4,860 | |
Proceeds from sale of common stock, net | 563 | |
Proceeds from bank line of credit | 8,000 | 2,500 |
Repayment on bank line of credit | (14,560) | |
Issuance of shares through dividend reinvestment plan | 161 | |
Payment of financing costs | (125) | (6) |
Capital contributions from non-controlling interests | 20 | |
Distributions to non-controlling interests | (33) | (13) |
Cash distributions to common stockholders | (9,422) | (9,261) |
Net cash used in financing activities | (13,936) | (12,354) |
Net decrease in cash, cash equivalents and restricted cash | (4,847) | (1,543) |
Cash, cash equivalents and restricted cash at beginning of year | 16,666 | |
Cash, cash equivalents and restricted cash at end of period | 11,819 | 12,021 |
Supplemental disclosure of cash flow information: | ||
Cash paid during the period for interest expense | 4,332 | $ 4,613 |
Supplemental disclosure of non-cash investing activity: | ||
Purchase accounting allocation - intangible lease assets | 568 | |
Purchase accounting allocation - intangible lease liabilities | $ (269) |
CONSOLIDATED STATEMENTS OF CA_2
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2022 | Mar. 31, 2021 |
Reconciliation of cash, cash equivalents, and restricted cash | ||
Cash and cash equivalents | $ 11,442 | $ 11,245 |
Restricted cash included in escrow, deposits and other assets and receivables | 377 | 776 |
Total cash, cash equivalents and restricted cash shown in the consolidated statement of cash flows | $ 11,819 | $ 12,021 |
ORGANIZATION AND BACKGROUND
ORGANIZATION AND BACKGROUND | 3 Months Ended |
Mar. 31, 2022 | |
ORGANIZATION AND BACKGROUND | |
ORGANIZATION AND BACKGROUND | NOTE 1 – ORGANIZATION AND BACKGROUND One Liberty Properties, Inc. (“OLP”) was incorporated in 1982 in Maryland. OLP is a self-administered and self-managed real estate investment trust (“REIT”). OLP acquires, owns and manages a geographically diversified portfolio consisting primarily of industrial and retail properties, many of which are subject to long-term net leases. As of March 31, 2022, OLP owns properties, including |
SUMMARY ACCOUNTING POLICIES
SUMMARY ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2022 | |
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 months ended March 31, 2022 and 2021 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, 2021. The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. The consolidated financial statements include the accounts and operations of OLP, its wholly-owned subsidiaries, its joint ventures in which the Company, as defined, has a controlling interest, and variable interest entities (“VIEs”) of which the Company is the primary beneficiary. OLP and its consolidated subsidiaries are referred to herein as the “Company”. Material intercompany items and transactions have been eliminated in consolidation. Purchase Accounting for Acquisition of Real Estate In acquiring real estate, the Company evaluates whether substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets, and if that requirement is met, the asset group is accounted for as an asset acquisition and not a business combination. Transaction costs incurred with such asset acquisitions are capitalized to real estate assets and depreciated over the respectful useful lives. The Company allocates the purchase price of real estate, including direct transaction costs applicable to an asset acquisition, among land, building, improvements and intangibles, such as the value of above, below and at-market leases, and origination costs associated with in-place leases at the acquisition date. The Company assesses the fair value of the tangible assets of an acquired property by valuing the property as if it were vacant. The value, as determined, is allocated to land, building and improvements based on management’s determination of the relative fair values of these assets. The Company assesses the fair value of the lease intangibles based on estimated cash flow projections that utilize available market information; such inputs are categorized as Level 3 inputs in the fair value hierarchy. In valuing an acquired property’s intangibles, factors considered by management include estimates of carrying costs ( e.g. NOTE 2 – SUMMARY ACCOUNTING POLICIES (CONTINUED) Investment in Joint Ventures and Variable Interest Entities The Financial Accounting Standards Board, or FASB, provides guidance for determining whether an entity is a VIE. VIEs are defined as entities in which equity investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support. A VIE is required to be consolidated by its primary beneficiary, which is the party that (i) has the power to control the activities that most significantly impact the VIE’s economic performance and (ii) has the obligation to absorb losses, or the right to receive benefits, of the VIE that could potentially be significant to the VIE. The Company assesses the accounting treatment for each of its investments, including a review of each venture or limited liability company or partnership agreement, to determine the rights of each party and whether those rights are protective or participating. The agreements typically contain certain protective rights, such as the requirement of partner approval to sell, finance or refinance the property and to pay capital expenditures and operating expenditures outside of the approved budget or operating plan. In situations where, among other things, the Company and its partners jointly (i) approve the annual budget, (ii) approve certain expenditures, (iii) prepare or review and approve the joint venture’s tax return before filing, or (iv) approve each lease at a property, the Company does not consolidate as the Company considers these to be substantive participation rights that result in shared, joint power over the activities that most significantly impact the performance of the joint venture or property. Additionally, the Company assesses the accounting treatment for any interests pursuant to which the Company may have a variable interest as a lessor. Leases may contain certain protective rights, such as the right of sale and the receipt of certain escrow deposits. The Company accounts for its investments in unconsolidated joint ventures under the equity method of accounting. All investments in unconsolidated joint ventures have sufficient equity at risk to permit the entity to finance its activities without additional subordinated financial support and, as a group, the holders of the equity at risk have power through voting rights to direct the activities of these ventures. As a result, none of these joint ventures are VIEs. In addition, the Company shares power with its co-managing members over these entities, and therefore the entities are not consolidated. These investments are recorded initially at cost, as investments in unconsolidated joint ventures, and subsequently adjusted for their share of equity in earnings, cash contributions and distributions. None of the joint venture debt is recourse to the Company, subject to standard carve-outs. The Company has elected to follow the cumulative earnings approach when assessing, for the consolidated statement of cash flows, whether the distribution from the investee is a return of the investor’s investment as compared to a return on its investment. The source of the cash generated by the investee to fund the distribution is not a factor in the analysis (that is, it does not matter whether the cash was generated through investee refinancing, sale of assets or operating results). Consequently, the investor only considers the relationship between the cash received from the investee to its equity in the undistributed earnings of the investee, on a cumulative basis, in assessing whether the distribution from the investee is a return on or a return of its investment. Cash received from the unconsolidated entity is presumed to be a return on the investment to the extent that, on a cumulative basis, distributions received by the investor are less than its share of the equity in the undistributed earnings of the entity. |
LEASES
LEASES | 3 Months Ended |
Mar. 31, 2022 | |
LEASES | |
LEASES | NOTE 3 – LEASES Lessor Accounting The Company owns rental properties which are leased to tenants under operating leases with current expirations ranging from 2022 to 2055, with options to extend terminate not Fixed lease revenues represent the base rent that each tenant is required to pay in accordance with the terms of their respective leases 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 Ended March 31, 2022 2021 Fixed lease revenues $ 18,341 $ 17,465 Variable lease revenues 3,001 2,987 Lease revenues (a) $ 21,342 $ 20,452 (a) Excludes amortization related to lease intangible assets and liabilities of $189 and $232 for the three months ended March 31, 2022 and 2021, respectively. In many of the Company’s leases, the tenant is obligated to pay the real estate taxes, insurance, and certain other expenses directly to the vendor. These obligations, which have been assumed by the tenants, are not reflected in our consolidated financial statements. To the extent any such tenant defaults on its lease or if it is deemed probable that the tenant will fail to pay for such obligations, a liability for such obligations would be recorded. On a quarterly basis, the Company assesses the collectability of substantially all lease payments due by reviewing the tenant’s payment history or financial condition. Changes to collectability are recognized as a current period adjustment to rental revenue. The Company has assessed the collectability of all recorded lease revenues as probable as of March 31, 2022. During 2020, in response to requests for rent relief from tenants impacted by the COVID-19 pandemic and the governmental and non-governmental responses thereto, the Company deferred and accrued $3,360,000 of rent payments, excluding amounts related to Regal Cinemas as described below. Through April 30, 2022, the Company collected an aggregate of $3,233,000, or 96.2%, of such deferred rents ( i.e. In 2021, the Company executed lease amendments with Regal Cinemas, a tenant at two properties, which was adversely affected by the pandemic. Pursuant to these lease amendments, (i) the Company agreed to defer an aggregate of $1,449,000 of rent which was originally payable from September 2020 through August 2021 and agreed to be repaid beginning in 2022 (such amounts were not accrued as collections were deemed less than probable), (ii) the tenant agreed to pay an aggregate of $441,000 of rent from September 2020 through August 2021 and (iii) the parties extended the lease for one of these properties for two years . Through April 30, 2022, the tenant is current on all lease payments in accordance with these lease amendments; and the Company collected an aggregate of $322,000, or 22.2%, of such deferred rents ( i.e. NOTE 3 – LEASES (CONTINUED) Minimum Future Rents As of March 31, 2022, 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) COVID-19 lease deferral repayments accrued to rental income in 2020, (iii) $1,207,000 of COVID-19 lease deferral repayments due from Regal Cinemas which were not accrued to rental income and (iv) variable lease payments as described above. From April 1 – December 31, 2022 $ 52,019 For the year ending December 31, 2023 66,615 2024 58,382 2025 54,061 2026 49,948 2027 42,269 Thereafter 145,536 Total $ 468,830 Lease Termination Fees In January 2022, the Company received $25,000 as a lease termination fee from a retail tenant which was recognized during the three months ended March 31, 2022. In January 2021, the Company received $350,000 as a lease termination fee from a retail tenant, of which $88,000 was recognized during the three months ended March 31, 2021. In December 2020, the Company received $88,000 as a lease termination fee from an industrial tenant, of which $44,000 was recognized during the three months ended March 31, 2021. Lessee Accounting Ground Lease The Company is a lessee under a ground lease in Greensboro, North Carolina, which is classified as an operating lease. The ground lease expires March 3, 2025 and provides for up to four, 5-year renewal options and one seven-month renewal option. As of March 31, 2022, the remaining lease term, including renewal options deemed exercised, is 12.9 years. The Company recognized lease expense related to this ground lease of $150,000 for the three months ended March 31, 2022 and 2021, which is included in Real estate expenses on the consolidated statements of income. Office Lease The Company is a lessee under a corporate office lease in Great Neck, New York, which is classified as an operating lease. The lease expires on December 31, 2031 and provides for a five-year NOTE 3 – LEASES (CONTINUED) Minimum Future Lease Payments As of March 31, 2022, the minimum future lease payments related to the operating ground and office leases are as follows (amounts in thousands): From April 1 – December 31, 2022 $ 379 For the year ending December 31, 2023 507 2024 557 2025 626 2026 627 2027 629 Thereafter 5,591 Total undiscounted cash flows $ 8,916 Present value discount (1,776) Lease liability $ 7,140 |
REAL ESTATE ACQUISITION
REAL ESTATE ACQUISITION | 3 Months Ended |
Mar. 31, 2022 | |
REAL ESTATE ACQUISITION | |
REAL ESTATE ACQUISITIONS | NOTE 4 – REAL ESTATE ACQUISITION On January 5, 2022, the Company acquired an industrial property located in Fort Myers, Florida for $8,100,000. Subsequent to the acquisition, the Company obtained $4,860,000 of nine -year mortgage debt with an interest rate of 3.09% which matures in February 2031. The Company determined that with respect to this acquisition, the gross assets acquired are concentrated in a single identifiable asset. Therefore, this transaction does not meet the definition of a business and is accounted for as an asset acquisition. As such, direct transaction costs associated with this asset acquisition have been capitalized to the real estate assets acquired and will be depreciated over the respective useful lives. The following table details the allocation of the purchase price for the Company’s acquisition of real estate during the three months ended March 31, 2022 (amounts in thousands): Building & Intangible Lease Description of Property Land Improvements Asset Liability Total Conditioned Air Company of Naples LLC industrial facility, Fort Myers, Florida $ 991 $ 6,876 $ 568 $ (269) $ 8,166 The Company assessed the fair value of the tangible and intangible assets of the property as of the acquisition date using an income approach and estimated cash flow projections which utilize an appropriate market capitalization rate ( i.e., i.e., ) categorized as Level 3 unobservable inputs in the fair value hierarchy (as defined in Note 12). |
SALE OF PROPERTIES AND PROPERTY
SALE OF PROPERTIES AND PROPERTY HELD-FOR-SALE | 3 Months Ended |
Mar. 31, 2022 | |
SALE OF PROPERTIES AND PROPERTY HELD-FOR-SALE | |
SALE OF PROPERTIES AND PROPERTY HELD-FOR-SALE | NOTE 5 SALE OF PROPERTIES AND PROPERTY HELD-FOR-SALE Sale of Properties On March 22, 2022, the Company sold four restaurant properties located in Pennsylvania for approximately $9,555,000, net of closing costs. The sale resulted in a gain of $4,649,000 which was recorded as Gain on sale of real estate, net, in the consolidated statement of income for the three months ended March 31, 2022. As a result of the sale, the Company also wrote-off, as a reduction to Gain on sale of real estate, net, $512,000 of unbilled rent receivable. Property Held-for-Sale In September 2021, the Company entered into a contract to sell an industrial property located in Columbus, Ohio for $8,500,000 . The buyer’s right to terminate the contract without penalty expired in December 2021. At March 31, 2022 and December 31, 2021, the Company classified the $1,270,000 net book value of the property’s land, building and improvements as Property held-for-sale in the accompanying consolidated balance sheets. The property was sold on May 2, 2022 and will result in a gain of approximately $6,900,000, which will be recognized as Gain on sale of real estate, net, in the consolidated statements of income for the three and six months ending June 30, 2022. |
VARIABLE INTEREST ENTITIES, CON
VARIABLE INTEREST ENTITIES, CONTINGENT LIABILITY AND CONSOLIDATED JOINT VENTURES | 3 Months Ended |
Mar. 31, 2022 | |
VARIABLE INTEREST ENTITIES, CONTINGENT LIABILITY AND CONSOLIDATED JOINT VENTURES | |
VARIABLE INTEREST ENTITIES, CONTINGENT LIABILITY AND CONSOLIDATED JOINT VENTURES | NOTE 6 – VARIABLE INTEREST ENTITIES, CONTINGENT LIABILITY AND CONSOLIDATED JOINT VENTURES Variable Interest Entity – Ground Lease The Company determined it has a variable interest through its ground lease at its Beachwood, Ohio property (The Vue Apartments) and the owner/operator is a VIE because its equity investment at risk is insufficient to finance its activities without additional subordinated financial support. The Company further determined that it is not the primary beneficiary of this VIE because the Company does not have power over the activities that most significantly impact the owner/operator’s economic performance and therefore, does not consolidate this VIE for financial statement purposes. Accordingly, the Company accounts for this investment as land and the revenues from the ground lease as Rental income, net. The ground lease provides for rent which can be deferred and paid based on the operating performance of the property; therefore, this rent is recognized as rental income when the operating performance is achieved and the rent is received. As of March 31, 2022, the VIE’s maximum exposure to loss was $15,986,000 which represented the carrying amount of the land. In purchasing the property in 2016, the owner/operator obtained a mortgage for $67,444,000 from a third party which, together with the Company’s purchase of the land, provided substantially all of the funds to acquire the multi-family property. The Company provided its land as collateral for the owner/operator’s mortgage loan; accordingly, the land position is subordinated to the mortgage. The mortgage balance was $65,710,000 as of March 31, 2022. Pursuant to the ground lease, as amended in November 2020, the Company agreed, in its discretion, to fund 78% of (i) any operating expense shortfalls at the property and (ii) any capital expenditures required at the property. The Company funded $1,746,000 during the year ended December 31, 2021 and an additional $271,000 and $69,000 during the three months ended March 31, 2022 and from April 1 through May 3, 2022, respectively. These amounts are included as part of the carrying amount of the land. NOTE 6 – VARIABLE INTEREST ENTITIES, CONTINGENT LIABILITY AND CONSOLIDATED JOINT VENTURES (CONTINUED) Variable Interest Entities – Consolidated Joint Ventures The Company has determined the three consolidated joint ventures in which it holds between a 90% to 95 % interest are VIEs because the non-controlling interests do not hold substantive kick-out or participating rights. The Company has determined it is the primary beneficiary of these VIEs as it has the power to direct the activities that most significantly impact each joint venture’s performance including management, approval of expenditures, and the obligation to absorb the losses or rights to receive benefits. Accordingly, the Company consolidates the operations of these VIEs for financial statement purposes. The VIEs’ creditors do not have recourse to the assets of the Company other than those held by the applicable joint venture. 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): March 31, December 31, 2022 2021 Land $ 10,365 $ 10,365 Buildings and improvements, net of accumulated depreciation of $5,140 and $4,957, respectively 18,289 18,472 Cash 1,125 1,134 Unbilled rent receivable 1,035 1,020 Unamortized intangible lease assets, net 529 548 Escrow, deposits and other assets and receivables 555 878 Mortgages payable, net of unamortized deferred financing costs of $185 and $195, respectively 19,021 19,193 Accrued expenses and other liabilities 754 875 Unamortized intangible lease liabilities, net 462 475 Accumulated other comprehensive loss (5) (33) Non-controlling interests in consolidated joint ventures 932 946 As of March 31, 2022 and December 31, 2021, MCB Real Estate, LLC and its affiliates (‘‘MCB’’) are the Company’s joint venture partner in two consolidated joint ventures in which the Company has aggregate equity investments of approximately $4,524,000 and $4,691,000, respectively. Distributions to each joint venture partner are determined pursuant to the applicable operating agreement and, in the event of a sale of, or refinancing of the mortgage encumbering, the property owned by such venture, the distributions to the Company may be less than that implied by the equity ownership interest in the venture. |
INVESTMENT IN UNCONSOLIDATED JO
INVESTMENT IN UNCONSOLIDATED JOINT VENTURES | 3 Months Ended |
Mar. 31, 2022 | |
INVESTMENT IN UNCONSOLIDATED JOINT VENTURES | |
INVESTMENT IN UNCONSOLIDATED JOINT VENTURES | NOTE 7 – INVESTMENT IN UNCONSOLIDATED JOINT VENTURES As of March 31, 2022 and December 31, 2021, the Company participated in three unconsolidated joint ventures, each of which owns and operates one property; the Company’s equity investment in these ventures totaled $10,288,000 and $10,172,000 , respectively. The Company recorded equity in earnings of $116,000 and equity in loss of $22,000 for the three months ended March 31, 2022 and 2021, respectively. As of March 31, 2022 and December 31, 2021, MCB and the Company are partners in an unconsolidated joint venture in which the Company’s equity investment is approximately $8,846,000 and $8,773,000, respectively. |
DEBT OBLIGATIONS
DEBT OBLIGATIONS | 3 Months Ended |
Mar. 31, 2022 | |
DEBT OBLIGATIONS | |
DEBT OBLIGATIONS | NOTE 8 – DEBT OBLIGATIONS Mortgages Payable The following table details the Mortgages payable, net, balances per the consolidated balance sheets (amounts in thousands): March 31, December 31, 2022 2021 Mortgages payable, gross $ 401,140 $ 399,660 Unamortized deferred financing costs (3,292) (3,316) Mortgages payable, net $ 397,848 $ 396,344 Line of Credit The Company has a credit facility with Manufacturers & Traders Trust Company, People’s United Bank, VNB New York, LLC, and Bank Leumi USA, pursuant to which it may borrow up to $100,000,000 , subject to borrowing base requirements. The facility is available for the acquisition of commercial real estate, repayment of mortgage debt, and renovation and operating expense purposes; provided, that if used for renovation and operating expense purposes, the amount outstanding for such purposes will not exceed the lesser of The facility, which matures December 31, 2022, provides for an interest rate equal to the one month LIBOR rate plus an applicable margin ranging from 175 basis points to 300 basis points depending on the ratio of the Company’s total debt to total value, as determined pursuant to the facility. The applicable margin was 175 and 200 basis points at March 31, 2022 and 2021, respectively. An unused facility fee of .25 % per annum applies to the facility. The weighted average interest rate on the facility was approximately 1.89% and 1.88% for the three months ended March 31, 2022 and 2021, respectively. The Company was in compliance with all covenants at March 31, 2022. The following table details the Line of credit, net, balances per the consolidated balance sheets (amounts in thousands): March 31, December 31, 2022 2021 Line of credit, gross $ 5,140 $ 11,700 Unamortized deferred financing costs (162) (216) Line of credit, net $ 4,978 $ 11,484 At May 3, 2022, there was no balance outstanding under the credit facility and there is $20,000,000 available for operating expense purposes. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2022 | |
RELATED PARTY TRANSACTIONS | |
RELATED PARTY TRANSACTIONS | NOTE 9 – RELATED PARTY TRANSACTIONS Compensation and Services Agreement Pursuant to the compensation and services agreement with Majestic Property Management Corp. (“Majestic”), Majestic provides the Company with certain (i) executive, administrative, legal, accounting, clerical, property management, property acquisition, consulting ( i.e ., sale, leasing, brokerage, and mortgage financing), and construction supervisory services (collectively, the “Services”) and (ii) facilities and other resources. Majestic is wholly-owned by the Company’s vice chairman and it provides compensation to several of the Company’s executive officers. In consideration for the Services, the Company paid Majestic $766,000 and $785,000 for the three months ended March 31, 2022 and 2021, respectively. Included in these fees are Executive officers and others providing services to the Company under the compensation and services agreement were awarded shares of restricted stock and restricted stock units (“RSUs”) under the Company’s stock incentive plans (described in Note 11). The related expense charged to the Company’s operations was $643,000 and $652,000 for the three months ended March 31, 2022 and 2021, respectively. 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. Joint Venture Partners and Affiliates The Company paid an aggregate of $22,000 and $19,000 for the three months ended March 31, 2022 and 2021, respectively, to its consolidated joint venture partner or their affiliates (none of whom are officers, directors, or employees of the Company) for property management services, which are included in Real estate expenses on the consolidated statements of income. The Company’s unconsolidated joint ventures paid management fees of $36,000 and $29,000 for the three months ended March 31, 2022 and 2021, respectively, to the other partner of the ventures, which reduced Equity in earnings on the consolidated statements of income by $18,000 and $15,000 for the three months ended March 31, 2022 and 2021, respectively. Other During the three months ended March 31, 2022 and 2021, the Company paid quarterly fees of (i) $78,250 and $74,500, respectively, to the Company’s chairman and (ii) $31,300 and $29,800, 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 |
EARNINGS PER COMMON SHARE
EARNINGS PER COMMON SHARE | 3 Months Ended |
Mar. 31, 2022 | |
EARNINGS PER COMMON SHARE | |
EARNINGS PER COMMON SHARE | NOTE 10 – EARNINGS PER COMMON SHARE Basic earnings per share was determined by dividing net income allocable to common stockholders for each period by the weighted average number of shares of common stock outstanding during the applicable period. Net income is also allocated to the unvested restricted stock outstanding during each period, as the restricted stock is entitled to receive dividends and is therefore considered a participating security. As of March 31, 2022, the shares of common stock underlying the RSUs awarded between 2019 and 2021 under the 2019 Incentive Plan (see Note 11) are excluded from the basic earnings per share calculation, as these units are not participating securities. Diluted earnings per share reflects the potential dilution that could occur if securities or other rights exercisable for, or convertible into, common stock were exercised or converted or otherwise resulted in the issuance of common stock that shared in the earnings of the Company. The following table provides a reconciliation of the numerator and denominator of earnings per share calculations (amounts in thousands, except per share amounts): Three Months Ended March 31, 2022 2021 Numerator for basic and diluted earnings per share: Net income $ 9,340 $ 2,957 (Deduct) add net (income) loss attributable to non-controlling interests (17) 5 Deduct earnings allocated to unvested restricted stock (a) (328) (325) Net income available for common stockholders: basic and diluted $ 8,995 $ 2,637 Denominator for basic earnings per share: Weighted average number of common shares outstanding 20,379 20,003 Effect of dilutive securities: RSUs 162 58 Denominator for diluted earnings per share: Weighted average number of shares 20,541 20,061 Earnings per common share, basic and diluted $ .44 $ .13 ________________________________________________________________ (a) Represents an allocation of distributed earnings to unvested restricted stock that, as participating securities, are entitled to receive dividends. NOTE 10 – EARNINGS PER COMMON SHARE (CONTINUED) The following table identifies the number of shares of common stock underlying the RSUs that are included in the calculation, on a diluted basis, of the weighted average number of shares of common stock for such periods: Three Months Ended March 31, 2022: Total Number Shares Included Based on (a) of Underlying Return on Stockholder Shares Date of Award Shares (b)(c) Capital Metric Return Metric Total Excluded August 3, 2021 80,700 40,350 40,350 80,700 — August 3, 2020 75,026 37,513 37,513 75,026 — July 1, 2019 75,026 37,513 37,513 75,026 — Totals 230,752 115,376 115,376 230,752 — Three Months Ended March 31, 2021: Total Number Shares Included Based on (a) of Underlying Return on Stockholder Shares Date of Award Shares (b)(c) Capital Metric Return Metric Total Excluded (d) August 3, 2020 75,026 37,513 37,513 75,026 — July 1, 2019 75,026 23,970 — 23,970 51,056 July 1, 2018 73,750 25,306 — 25,306 48,444 Totals 223,802 86,789 37,513 124,302 99,500 (a) Reflects the number of shares underlying RSUs that would be issued assuming the measurement date used to determine whether the applicable conditions are satisfied is March 31 of the applicable period. (b) The RSUs awarded in 2021, 2020 and 2019 vest, subject to satisfaction of the applicable market and/or performance conditions, as of June 30, 2024, 2023 and 2022, respectively (see Note 11). (c) During 2019, 2,750 shares of the 2019 award and 2,500 shares of the 2018 award were forfeited. (d) Excluded as the applicable conditions had not been met for these shares at the applicable measurement dates. (e) With respect to the RSUs awarded July 1, 2018, all 73,750 shares were deemed to have vested; these shares were issued in August 2021 (see Note 11). |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 3 Months Ended |
Mar. 31, 2022 | |
STOCKHOLDERS' EQUITY | |
STOCKHOLDERS' EQUITY | NOTE 11 – STOCKHOLDERS’ EQUITY Common Stock Dividend On March 10, 2022, the Board of Directors declared a quarterly cash dividend of $0.45 per share on the Company’s common stock, totaling approximately $9,504,000 . The quarterly dividend was paid on April 7, 2022 to stockholders of record on March 24, 2022. Shares Issued through the At-the-Market Equity Offering Program During the three months ended March 31, 2022, the Company sold 17,259 shares for proceeds of $604,000, net of commissions of $12,000, and incurred offering costs of $41,000 for professional fees. No shares were sold by the Company during the three months ended March 31, 2021. NOTE 11 – STOCKHOLDERS’ EQUITY (CONTINUED) Dividend Reinvestment Plan The Dividend Reinvestment Plan (the “DRP”), among other things, provides stockholders with the opportunity to reinvest all or a portion of their cash dividends paid on the Company’s common stock in additional shares of its common stock, at a discount of up to 5 % from the market price (as such price is calculated pursuant to the DRP). From June 2020 through June 2021, the Company suspended the dividend reinvestment feature of its DRP (and such feature has been reinstated since June 2021). The discount from the market price is determined in the Company’s sole discretion; and is currently being offered at a 3% discount. Under the DRP, the Company issued 4,700 shares of common stock during the three months ended March 31, 2022. 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 March 31, 2022, an aggregate of 678,027 shares subject to awards in the form of restricted stock (447,275 shares) and RSUs (230,752 shares) are outstanding under the Plan. Under the Company’s 2016 equity incentive plan (the “Prior Plan”), as of March 31, 2022, (i) an aggregate of 281,500 shares in the form of restricted stock are outstanding and have not yet vested, and (ii) with respect to 76,250 shares of common stock underlying RSUs that had been granted in 2018, 73,750 shares were deemed to have vested in 2021, and such shares were issued after the Compensation Committee determined that the metrics with respect to the vesting of such shares had been satisfied. No additional awards may be granted under the Prior Plan. For accounting purposes, the restricted stock is not included in the shares shown as outstanding on the balance sheet until they vest; however, dividends are paid on the unvested shares. The restricted stock grants are charged to General and administrative expense over the respective vesting periods based on the market value of the common stock on the grant date. Unless earlier forfeited because the participant’s relationship with the Company terminated, unvested restricted stock awards vest five years In 2021, 2020 and 2019, the Company granted RSUs exchangeable for up to 80,700, 75,026 and 77,776 shares, respectively, of common stock upon satisfaction, through June 30, 2024, June 30, 2023 and June 30, 2022, respectively, of metrics related to average annual total stockholder return (the “TSR Metric”) and average annual return on capital (the “ROC Metric”; together with the TSR Metric, the “Metrics”). Up to 50% of the RSUs vest upon satisfaction of the TSR Metric (the “TSR Awards”) and up to 50% of the RSUs vest upon satisfaction of the ROC Metric (the “ROC Awards”). The RSUs vest only if the recipient maintains a relationship with the Company during the applicable three-year performance cycle. RSUs are not entitled to voting or dividends rights; however, upon vesting, the holders of the RSUs granted in 2021 are entitled to receive an amount equal to the dividends that would have been paid on the underlying shares had such shares been outstanding during the three -year performance cycle. The Company accrued $81,000 for such dividend equivalent rights based on the number of shares underlying the 2021 RSUs that would be issued based on performance and market assumptions determined as of March 31, 2022. The TSR Metrics and ROC Metrics meet the definition of a market condition and performance condition, respectively. The shares underlying the RSUs are excluded from 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 of such awards, which is recognized ratably over the service period. 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 the performance conditions to be met. NOTE 11 – STOCKHOLDERS’ EQUITY (CONTINUED) As of March 31, 2022, based on performance and market assumptions, the fair value of the RSUs granted in 2021, 2020 and 2019 is $1,846,000, $962,000 and $1,446,000, respectively. Recognition of such deferred compensation will be charged to General and administrative expense over the respective three-year performance cycles. None of these RSUs were forfeited or vested The following is a summary of the activity of the equity incentive plans: Three Months Ended March 31, 2022 2021 Restricted stock grants: Number of shares 153,575 151,500 Average per share grant price $ 33.75 $ 20.34 Deferred compensation to be recognized over vesting period $ 5,183,000 $ 3,082,000 Number of non-vested shares: Non-vested beginning of year 706,450 701,675 Grants 153,575 151,500 Vested during period (130,750) (129,925) Forfeitures (500) (200) Non-vested end of period 728,775 723,050 RSU grants: Number of underlying shares — — Average per share grant price $ — $ — Deferred compensation to be recognized over vesting period $ — $ — Number of non-vested shares: Non-vested beginning of year 230,752 223,802 Grants — — Vested during period — — Forfeitures — — Non-vested end of period 230,752 223,802 Restricted stock and RSU grants (based on grant price): Weighted average per share value of non-vested shares $ 26.47 $ 24.68 Value of stock vested during the period $ 3,236,000 $ 2,825,000 Weighted average per share value of shares forfeited during the period $ 33.75 $ 23.62 Total charge to operations: Outstanding restricted stock grants $ 957,000 $ 897,000 Outstanding RSUs 368,000 446,000 Total charge to operations $ 1,325,000 $ 1,343,000 As of March 31, 2022, total compensation costs of $11,346,000 and $1,963,000 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 2.8 1.3 |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 3 Months Ended |
Mar. 31, 2022 | |
FAIR VALUE MEASUREMENTS | |
FAIR VALUE MEASUREMENTS | NOTE 12 – FAIR VALUE MEASUREMENTS The Company measures the fair value of financial instruments based on the assumptions that market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, a fair value hierarchy distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity and the reporting entity’s own assumptions about market participant assumptions. In accordance with the fair value hierarchy, Level 1 assets/liabilities are valued based on quoted prices for identical instruments in active markets, Level 2 assets/liabilities are valued based on quoted prices in active markets for similar instruments, on quoted prices in less active or inactive markets, or on other “observable” market inputs and Level 3 assets/liabilities are valued based significantly on “unobservable” market inputs. The carrying amounts of cash and cash equivalents, escrow, deposits and other assets and receivables (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 March 31, 2022, the $400,493,000 estimated fair value of the Company’s mortgages payable is less than their $401,140,000 carrying value (before unamortized deferred financing costs) by approximately $647,000 assuming a blended market interest rate of 4.30% based on the 6.2 year weighted average remaining term to maturity of the mortgages. At December 31, 2021, the $419,354,000 estimated fair value of the Company’s mortgages payable is greater than their $399,660,000 carrying value (before unamortized deferred financing costs) by approximately $19,694,000, assuming a blended market interest rate of 3.20% based on the 6.4 year weighted average remaining term to maturity of the mortgages. At March 31, 2022 and December 31, 2021, the carrying amount of the Company’s line of credit (before unamortized deferred financing costs) of $5,140,000 and $11,700,000, respectively, approximates its fair value. The fair value of the Company’s mortgages payable are estimated using unobservable inputs such as available market information and discounted cash flow analysis based on borrowing rates the Company believes it could obtain with similar terms and maturities. These fair value measurements fall within Level 3 of the fair value hierarchy. Considerable judgment is necessary to interpret market data and develop estimated fair value. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts. Fair Value on a Recurring Basis As of March 31, 2022, the Company had in effect 19 interest rate derivatives, all of which were interest rate swaps, related to 19 outstanding mortgage loans with an aggregate $56,348,000 notional amount maturing between 2022 and 2026 (weighted average remaining term to maturity of 2.2 years). The Company’s objective in using interest rate swaps is to add stability to interest expense. These interest rate swaps, all of which were designated as cash flow hedges, converted LIBOR based variable rate mortgages to fixed annual rate mortgages (with interest rates ranging from 3.02% to 5.16% and a weighted average interest rate of 4.05 % at March 31, 2022). The Company does not use derivatives for trading or speculative purposes. NOTE 12 – FAIR VALUE MEASUREMENTS (CONTINUED) The fair value of the Company’s derivative financial instruments was determined to be the following (amounts in thousands): Carrying and Balance Sheet As of Fair Value Classification Financial assets: March 31, 2022 $ 417 Other assets December 31, 2021 — Financial liabilities: March 31, 2022 $ 157 Other liabilities December 31, 2021 1,514 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 March 31, 2022, the Company has assessed and determined the impact of the credit valuation adjustments on the overall valuation of its derivative positions is not significant. As a result, the Company determined its derivative valuation is classified in Level 2 of the fair value hierarchy. The Company does not currently own any financial instruments that are measured on a recurring basis and that are classified as Level 1 or 3. The 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 March 31, 2022 2021 Amount of gain recognized on derivatives in other comprehensive loss $ 1,489 $ 1,093 Amount of reclassification from Accumulated other comprehensive income (loss) into Interest expense (286) (408) No gain or loss was recognized with respect to amounts excluded from effectiveness testing on the Company’s cash flow hedges for the three months ended March 31, 2022 and 2021. During the twelve months ending March 31, 2023, the Company estimates an additional $226,000 will be reclassified from Accumulated other comprehensive loss as an increase to Interest expense. The derivative agreements in effect at March 31, 2022 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 March 31, 2022 and December 31, 2021, the fair value of the derivatives in a liability position, including accrued interest of $36,000 and $84,000, respectively, but excluding any adjustments for non-performance risk, was approximately $195,000 and $1,632,000 , 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 $195,000 and $1,632,000 as of March 31, 2022 and December 31, 2021, respectively. This termination liability value, net of adjustments for non-performance risk of $2,000 and $34,000 |
OTHER INCOME
OTHER INCOME | 3 Months Ended |
Mar. 31, 2022 | |
OTHER INCOME | |
OTHER INCOME | NOTE 13 – OTHER INCOME Insurance Recoveries on Hurricane Casualty In 2020, a portion of a multi-tenanted building at the Company’s Lake Charles, Louisiana property was damaged due to Hurricane Laura. The Company submitted a claim to its insurance carrier to cover, less the $263,000 deductible, the (i) approximate $2,306,000 cost to rebuild the damaged portion of the building (of which $918,000, $975,000 and $150,000 were received in February 2022, and during the years ended December 31, 2021 and 2020, respectively), and (ii) $259,000 of losses in rental income (of which $43,000 and $216,000 were received in February 2022 and during the year ended December 31, 2021, respectively). The Company recognized a gain on insurance recoveries of $918,000 and $20,000 during the three months ended March 31, 2022 and 2021, respectively, which is included in Other income on the consolidated statements of income. Lease Assignment Fee Income In March 2021, the Company received a one-time $100,000 fee from a tenant in connection with consenting to a lease assignment related to six of its properties; such amount is included in Other income on the consolidated statement of income for the three months ended March 31, 2021. Interest Income on Loan Receivable In 2020, in connection with a sale of two properties in Houston, Texas, the Company provided the buyer a $4,612,500 one-year loan representing 50 % of the purchase price. The Company received $46,000 of interest income on this loan during the three months ended March 31, 2021, which is included in Other income on the consolidated statement of income. The loan was repaid in full in April 2021. |
NEW ACCOUNTING PRONOUNCEMENTS
NEW ACCOUNTING PRONOUNCEMENTS | 9 Months Ended |
Sep. 30, 2021 | |
NEW ACCOUNTING PRONOUNCEMENTS | |
NEW ACCOUNTING PRONOUNCEMENTS | NOTE 14 – NEW ACCOUNTING PRONOUNCEMENTS In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848) , which contains practical expedients for reference rate reform related activities that impact debt, leases, derivatives and other contracts. The guidance in ASU 2020-04 is optional and may be elected over time as reference rate reform activities occur. In 2020, the Company elected to apply the hedge accounting expedients related to probability and the assessments of effectiveness for future LIBOR-indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives. Application of these expedients preserves the presentation of derivatives consistent with past presentation. The Company may apply other elections, as applicable, as additional changes in the market occur. The Company continues to evaluate the new guidance to determine the extent to which it may impact the Company’s consolidated financial statements. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2022 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 15 – SUBSEQUENT EVENTS Subsequent events have been evaluated and, except as noted below and previously disclosed, there were no other events relative to the consolidated financial statements that require additional disclosure. Round Rock Guaranty Litigation With respect to the lawsuit captioned OLP Wyoming Springs, LLC, Plaintiff, v. Harden Healthcare, LLC, Defendant, v Benjamin Hanson, Intervenor |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
SUMMARY ACCOUNTING POLICIES | |
Principles of Consolidation | 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 months ended March 31, 2022 and 2021 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, 2021. The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. The consolidated financial statements include the accounts and operations of OLP, its wholly-owned subsidiaries, its joint ventures in which the Company, as defined, has a controlling interest, and variable interest entities (“VIEs”) of which the Company is the primary beneficiary. OLP and its consolidated subsidiaries are referred to herein as the “Company”. Material intercompany items and transactions have been eliminated in consolidation. |
Purchase Accounting for Acquisition of Real Estate | Purchase Accounting for Acquisition of Real Estate In acquiring real estate, the Company evaluates whether substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets, and if that requirement is met, the asset group is accounted for as an asset acquisition and not a business combination. Transaction costs incurred with such asset acquisitions are capitalized to real estate assets and depreciated over the respectful useful lives. The Company allocates the purchase price of real estate, including direct transaction costs applicable to an asset acquisition, among land, building, improvements and intangibles, such as the value of above, below and at-market leases, and origination costs associated with in-place leases at the acquisition date. The Company assesses the fair value of the tangible assets of an acquired property by valuing the property as if it were vacant. The value, as determined, is allocated to land, building and improvements based on management’s determination of the relative fair values of these assets. The Company assesses the fair value of the lease intangibles based on estimated cash flow projections that utilize available market information; such inputs are categorized as Level 3 inputs in the fair value hierarchy. In valuing an acquired property’s intangibles, factors considered by management include estimates of carrying costs ( e.g. |
Investment in Joint Ventures and Variable Interest Entities | Investment in Joint Ventures and Variable Interest Entities The Financial Accounting Standards Board, or FASB, provides guidance for determining whether an entity is a VIE. VIEs are defined as entities in which equity investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support. A VIE is required to be consolidated by its primary beneficiary, which is the party that (i) has the power to control the activities that most significantly impact the VIE’s economic performance and (ii) has the obligation to absorb losses, or the right to receive benefits, of the VIE that could potentially be significant to the VIE. The Company assesses the accounting treatment for each of its investments, including a review of each venture or limited liability company or partnership agreement, to determine the rights of each party and whether those rights are protective or participating. The agreements typically contain certain protective rights, such as the requirement of partner approval to sell, finance or refinance the property and to pay capital expenditures and operating expenditures outside of the approved budget or operating plan. In situations where, among other things, the Company and its partners jointly (i) approve the annual budget, (ii) approve certain expenditures, (iii) prepare or review and approve the joint venture’s tax return before filing, or (iv) approve each lease at a property, the Company does not consolidate as the Company considers these to be substantive participation rights that result in shared, joint power over the activities that most significantly impact the performance of the joint venture or property. Additionally, the Company assesses the accounting treatment for any interests pursuant to which the Company may have a variable interest as a lessor. Leases may contain certain protective rights, such as the right of sale and the receipt of certain escrow deposits. The Company accounts for its investments in unconsolidated joint ventures under the equity method of accounting. All investments in unconsolidated joint ventures have sufficient equity at risk to permit the entity to finance its activities without additional subordinated financial support and, as a group, the holders of the equity at risk have power through voting rights to direct the activities of these ventures. As a result, none of these joint ventures are VIEs. In addition, the Company shares power with its co-managing members over these entities, and therefore the entities are not consolidated. These investments are recorded initially at cost, as investments in unconsolidated joint ventures, and subsequently adjusted for their share of equity in earnings, cash contributions and distributions. None of the joint venture debt is recourse to the Company, subject to standard carve-outs. The Company has elected to follow the cumulative earnings approach when assessing, for the consolidated statement of cash flows, whether the distribution from the investee is a return of the investor’s investment as compared to a return on its investment. The source of the cash generated by the investee to fund the distribution is not a factor in the analysis (that is, it does not matter whether the cash was generated through investee refinancing, sale of assets or operating results). Consequently, the investor only considers the relationship between the cash received from the investee to its equity in the undistributed earnings of the investee, on a cumulative basis, in assessing whether the distribution from the investee is a return on or a return of its investment. Cash received from the unconsolidated entity is presumed to be a return on the investment to the extent that, on a cumulative basis, distributions received by the investor are less than its share of the equity in the undistributed earnings of the entity. |
LEASES (Tables)
LEASES (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
LEASES | |
Schedule of components of lease revenues | The components of lease revenues are as follows (amounts in thousands): Three Months Ended March 31, 2022 2021 Fixed lease revenues $ 18,341 $ 17,465 Variable lease revenues 3,001 2,987 Lease revenues (a) $ 21,342 $ 20,452 (a) Excludes amortization related to lease intangible assets and liabilities of $189 and $232 for the three months ended March 31, 2022 and 2021, respectively. |
Schedule of minimum future contractual rents to be received | From April 1 – December 31, 2022 $ 52,019 For the year ending December 31, 2023 66,615 2024 58,382 2025 54,061 2026 49,948 2027 42,269 Thereafter 145,536 Total $ 468,830 |
Schedule of minimum future lease payments | As of March 31, 2022, the minimum future lease payments related to the operating ground and office leases are as follows (amounts in thousands): From April 1 – December 31, 2022 $ 379 For the year ending December 31, 2023 507 2024 557 2025 626 2026 627 2027 629 Thereafter 5,591 Total undiscounted cash flows $ 8,916 Present value discount (1,776) Lease liability $ 7,140 |
REAL ESTATE INVESTMENTS (Tables
REAL ESTATE INVESTMENTS (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
REAL ESTATE ACQUISITION | |
Schedule of allocations of the purchase price for the Company's acquisition of real estate | The following table details the allocation of the purchase price for the Company’s acquisition of real estate during the three months ended March 31, 2022 (amounts in thousands): Building & Intangible Lease Description of Property Land Improvements Asset Liability Total Conditioned Air Company of Naples LLC industrial facility, Fort Myers, Florida $ 991 $ 6,876 $ 568 $ (269) $ 8,166 |
VARIABLE INTEREST ENTITIES, C_2
VARIABLE INTEREST ENTITIES, CONTINGENT LIABILITY AND CONSOLIDATED JOINT VENTURES (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Consolidated Joint Venture-VIEs | |
Variable Interest Entities | |
Schedule of the consolidated VIE's carrying amounts and classification in the Company's balance sheet | The following is a summary of the consolidated VIEs’ carrying amounts and classification in the Company’s consolidated balance sheets, none of which are restricted (amounts in thousands): March 31, December 31, 2022 2021 Land $ 10,365 $ 10,365 Buildings and improvements, net of accumulated depreciation of $5,140 and $4,957, respectively 18,289 18,472 Cash 1,125 1,134 Unbilled rent receivable 1,035 1,020 Unamortized intangible lease assets, net 529 548 Escrow, deposits and other assets and receivables 555 878 Mortgages payable, net of unamortized deferred financing costs of $185 and $195, respectively 19,021 19,193 Accrued expenses and other liabilities 754 875 Unamortized intangible lease liabilities, net 462 475 Accumulated other comprehensive loss (5) (33) Non-controlling interests in consolidated joint ventures 932 946 |
DEBT OBLIGATIONS (Tables)
DEBT OBLIGATIONS (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
DEBT OBLIGATIONS | |
Schedule of mortgages payable, net | The following table details the Mortgages payable, net, balances per the consolidated balance sheets (amounts in thousands): March 31, December 31, 2022 2021 Mortgages payable, gross $ 401,140 $ 399,660 Unamortized deferred financing costs (3,292) (3,316) Mortgages payable, net $ 397,848 $ 396,344 |
Schedule of line of credit, net | The following table details the Line of credit, net, balances per the consolidated balance sheets (amounts in thousands): March 31, December 31, 2022 2021 Line of credit, gross $ 5,140 $ 11,700 Unamortized deferred financing costs (162) (216) Line of credit, net $ 4,978 $ 11,484 |
EARNINGS PER COMMON SHARE (Tabl
EARNINGS PER COMMON SHARE (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
EARNINGS PER COMMON SHARE | |
Schedule of reconciliation of the numerator and denominator of earnings per share calculations | The following table provides a reconciliation of the numerator and denominator of earnings per share calculations (amounts in thousands, except per share amounts): Three Months Ended March 31, 2022 2021 Numerator for basic and diluted earnings per share: Net income $ 9,340 $ 2,957 (Deduct) add net (income) loss attributable to non-controlling interests (17) 5 Deduct earnings allocated to unvested restricted stock (a) (328) (325) Net income available for common stockholders: basic and diluted $ 8,995 $ 2,637 Denominator for basic earnings per share: Weighted average number of common shares outstanding 20,379 20,003 Effect of dilutive securities: RSUs 162 58 Denominator for diluted earnings per share: Weighted average number of shares 20,541 20,061 Earnings per common share, basic and diluted $ .44 $ .13 ________________________________________________________________ (a) Represents an allocation of distributed earnings to unvested restricted stock that, as participating securities, are entitled to receive dividends. |
Schedule of impact to the diluted weighted average number of shares of common stock related to the RSUs | The following table identifies the number of shares of common stock underlying the RSUs that are included in the calculation, on a diluted basis, of the weighted average number of shares of common stock for such periods: Three Months Ended March 31, 2022: Total Number Shares Included Based on (a) of Underlying Return on Stockholder Shares Date of Award Shares (b)(c) Capital Metric Return Metric Total Excluded August 3, 2021 80,700 40,350 40,350 80,700 — August 3, 2020 75,026 37,513 37,513 75,026 — July 1, 2019 75,026 37,513 37,513 75,026 — Totals 230,752 115,376 115,376 230,752 — Three Months Ended March 31, 2021: Total Number Shares Included Based on (a) of Underlying Return on Stockholder Shares Date of Award Shares (b)(c) Capital Metric Return Metric Total Excluded (d) August 3, 2020 75,026 37,513 37,513 75,026 — July 1, 2019 75,026 23,970 — 23,970 51,056 July 1, 2018 73,750 25,306 — 25,306 48,444 Totals 223,802 86,789 37,513 124,302 99,500 (a) Reflects the number of shares underlying RSUs that would be issued assuming the measurement date used to determine whether the applicable conditions are satisfied is March 31 of the applicable period. (b) The RSUs awarded in 2021, 2020 and 2019 vest, subject to satisfaction of the applicable market and/or performance conditions, as of June 30, 2024, 2023 and 2022, respectively (see Note 11). (c) During 2019, 2,750 shares of the 2019 award and 2,500 shares of the 2018 award were forfeited. (d) Excluded as the applicable conditions had not been met for these shares at the applicable measurement dates. (e) With respect to the RSUs awarded July 1, 2018, all 73,750 shares were deemed to have vested; these shares were issued in August 2021 (see Note 11). |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
STOCKHOLDERS' EQUITY | |
Schedule of equity incentive plans | The following is a summary of the activity of the equity incentive plans: Three Months Ended March 31, 2022 2021 Restricted stock grants: Number of shares 153,575 151,500 Average per share grant price $ 33.75 $ 20.34 Deferred compensation to be recognized over vesting period $ 5,183,000 $ 3,082,000 Number of non-vested shares: Non-vested beginning of year 706,450 701,675 Grants 153,575 151,500 Vested during period (130,750) (129,925) Forfeitures (500) (200) Non-vested end of period 728,775 723,050 RSU grants: Number of underlying shares — — Average per share grant price $ — $ — Deferred compensation to be recognized over vesting period $ — $ — Number of non-vested shares: Non-vested beginning of year 230,752 223,802 Grants — — Vested during period — — Forfeitures — — Non-vested end of period 230,752 223,802 Restricted stock and RSU grants (based on grant price): Weighted average per share value of non-vested shares $ 26.47 $ 24.68 Value of stock vested during the period $ 3,236,000 $ 2,825,000 Weighted average per share value of shares forfeited during the period $ 33.75 $ 23.62 Total charge to operations: Outstanding restricted stock grants $ 957,000 $ 897,000 Outstanding RSUs 368,000 446,000 Total charge to operations $ 1,325,000 $ 1,343,000 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
FAIR VALUE MEASUREMENTS | |
Schedule of derivative financial instruments measured at fair value | The fair value of the Company’s derivative financial instruments was determined to be the following (amounts in thousands): Carrying and Balance Sheet As of Fair Value Classification Financial assets: March 31, 2022 $ 417 Other assets December 31, 2021 — Financial liabilities: March 31, 2022 $ 157 Other liabilities December 31, 2021 1,514 |
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 March 31, 2022 2021 Amount of gain recognized on derivatives in other comprehensive loss $ 1,489 $ 1,093 Amount of reclassification from Accumulated other comprehensive income (loss) into Interest expense (286) (408) |
ORGANIZATION AND BACKGROUND (De
ORGANIZATION AND BACKGROUND (Details) | Mar. 31, 2022propertystate |
Organization and Background | |
Number of real estate properties | 118 |
Number of states in which properties are located | state | 31 |
Properties owned by consolidated joint ventures | |
Organization and Background | |
Number of real estate properties | 3 |
Properties owned by unconsolidated joint ventures | |
Organization and Background | |
Number of real estate properties | 3 |
SUMMARY ACCOUNTING POLICIES (De
SUMMARY ACCOUNTING POLICIES (Details) | Mar. 31, 2022USD ($)item |
Investment in Joint Ventures and Variable Interest Entities | |
Number of Unconsolidated Joint Venture VIEs | item | 0 |
Recourse debt of joint ventures | $ | $ 0 |
LEASES - As Lessor (Details)
LEASES - As Lessor (Details) | 1 Months Ended | 3 Months Ended | 12 Months Ended | 20 Months Ended | 28 Months Ended | ||
Apr. 30, 2022USD ($) | Mar. 31, 2022USD ($) | Mar. 31, 2021USD ($) | Dec. 31, 2021USD ($)item | Dec. 31, 2020USD ($) | Apr. 30, 2022USD ($) | Apr. 30, 2022USD ($) | |
Lessor Accounting | |||||||
Operating Lease, option to extend | true | ||||||
Operating Lease, option to terminate | true | ||||||
Practical expedient, single lease component | false | ||||||
Components of lease revenues | |||||||
Fixed lease revenues | $ 18,341,000 | $ 17,465,000 | |||||
Variable lease revenues | 3,001,000 | 2,987,000 | |||||
Lease revenues | 21,342,000 | 20,452,000 | |||||
Amortization of intangibles relating to leases, net | 189,000 | $ 232,000 | |||||
COVID-19 | Tenants, excluding Regal Cinemas | |||||||
Additional disclosures | |||||||
Deferred lease rent | $ 3,360,000 | ||||||
Repayments of COVID-19 related deferred rent | $ 14,000 | 43,000 | $ 2,679,000 | $ 497,000 | $ 3,233,000 | ||
Percentage of deferred rent that has been repaid | 96.20% | ||||||
Deferred rents outstanding | 116,000 | ||||||
COVID-19 | Tenants, excluding Regal Cinemas | Rents expected to be collected during the remainder of 2022 | |||||||
Additional disclosures | |||||||
Deferred rents outstanding | 104,000 | ||||||
COVID-19 | Tenants, excluding Regal Cinemas | Rents expected to be collected during 2023 | |||||||
Additional disclosures | |||||||
Deferred rents outstanding | 12,000 | ||||||
COVID-19 | Regal Cinemas | |||||||
Additional disclosures | |||||||
Number of properties included in lease amendment | item | 2 | ||||||
Repayments of COVID-19 related deferred rent | $ 80,000 | 242,000 | $ 322,000 | ||||
Percentage of deferred rent that has been repaid | 22.20% | ||||||
Number of leases extended | item | 1 | ||||||
Renewal term | 2 years | ||||||
COVID-19 | Regal Cinemas | Rents originally payable from September 2020 to August 2021 | |||||||
Additional disclosures | |||||||
Lease income deferred but not accrued | 1,207,000 | $ 1,449,000 | |||||
Rent amount the tenant agreed to pay | $ 441,000 | ||||||
COVID-19 | Regal Cinemas | Rents expected to be collected during the remainder of 2022 through June 2023 | |||||||
Additional disclosures | |||||||
Deferred rents outstanding | $ 1,127,000 |
LEASES - As Lessor - Minimum Fu
LEASES - As Lessor - Minimum Future Rents (Details) $ in Thousands | Mar. 31, 2022USD ($) |
Minimum future contractual base rents to be received | |
From April 1 - December 31, 2022 | $ 52,019 |
For the year ending December 31, 2023 | 66,615 |
For the year ending December 31, 2024 | 58,382 |
For the year ending December 31, 2025 | 54,061 |
For the year ending December 31, 2026 | 49,948 |
For the year ending December 31, 2027 | 42,269 |
Thereafter | 145,536 |
Total | $ 468,830 |
LEASES - As Lessor - Lease Term
LEASES - As Lessor - Lease Termination Fees (Details) - USD ($) | 1 Months Ended | 3 Months Ended | |||
Jan. 31, 2022 | Jan. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2022 | Mar. 31, 2021 | |
Lease Termination Fee | |||||
Revenue | $ 21,556,000 | $ 20,816,000 | |||
Retail tenants | |||||
Lease Termination Fee | |||||
Payments received upon early lease termination | $ 25,000 | $ 350,000 | |||
Industrial tenants | |||||
Lease Termination Fee | |||||
Payments received upon early lease termination | $ 88,000 | ||||
Rental income, net | |||||
Lease Termination Fee | |||||
Revenue | 21,531,000 | 20,684,000 | |||
Lease termination fees | |||||
Lease Termination Fee | |||||
Revenue | 25,000 | 132,000 | |||
Lease termination fees | Retail tenants | |||||
Lease Termination Fee | |||||
Payments received upon early lease termination | $ 25,000 | ||||
Revenue | 88,000 | ||||
Lease termination fees | Industrial tenants | |||||
Lease Termination Fee | |||||
Revenue | $ 44,000 |
LEASES - As Lessee - Ground Lea
LEASES - As Lessee - Ground Lease and Office Lease (Details) | 3 Months Ended | |
Mar. 31, 2022USD ($)item | Mar. 31, 2021USD ($) | |
Lessee Accounting | ||
Operating lease liability | $ 7,140,000 | |
Real Estate in Greensboro, NC | ||
Lessee Accounting | ||
Operating lease, option to extend | true | |
Operating lease, remaining lease term | 12 years 10 months 24 days | |
Real Estate in Greensboro, NC | Real estate expenses | ||
Lessee Accounting | ||
Operating lease expense | $ 150,000 | $ 150,000 |
Real Estate in Greensboro, NC | Five-Year Lease | ||
Lessee Accounting | ||
Operating lease, renewal term | 5 years | |
Real Estate in Greensboro, NC | Five-Year Lease | Maximum | ||
Lessee Accounting | ||
Operating lease, number of renewal options | item | 4 | |
Real Estate in Greensboro, NC | Seven-Month Lease | ||
Lessee Accounting | ||
Operating lease, number of renewal options | item | 1 | |
Operating lease, renewal term | 7 months | |
Corporate office lease in Great Neck, NY | ||
Lessee Accounting | ||
Operating lease, option to extend | true | |
Operating lease, remaining lease term | 14 years 9 months 18 days | |
Corporate office lease in Great Neck, NY | General and administrative expense | ||
Lessee Accounting | ||
Operating lease expense | $ 14,000 | $ 14,000 |
Corporate office lease in Great Neck, NY | Five-Year Lease | ||
Lessee Accounting | ||
Operating lease, renewal term | 5 years |
LEASES - As Lessee - Minimum Fu
LEASES - As Lessee - Minimum Future Lease Payments (Details) $ in Thousands | Mar. 31, 2022USD ($) |
Minimum future lease payments | |
From April 1 - December 31, 2022 | $ 379 |
For the year ending December 31, 2023 | 507 |
For the year ending December 31, 2024 | 557 |
For the year ending December 31, 2025 | 626 |
For the year ending December 31, 2026 | 627 |
For the year ending December 31, 2027 | 629 |
Thereafter | 5,591 |
Total undiscounted cash flows | 8,916 |
Present value discount | (1,776) |
Lease liability | $ 7,140 |
REAL ESTATE ACQUISITIONS - Summ
REAL ESTATE ACQUISITIONS - Summary of acquisitions (Details) - Real Estate Acquisitions in 2022 - Conditioned Air Company of Naples LLC, Industrial Facility, Fort Myers, Florida | Jan. 05, 2022USD ($) |
REAL ESTATE ACQUISITION | |
Contract Purchase Price | $ 8,100,000 |
New mortgage debt | $ 4,860,000 |
Term of loan | 9 years |
Interest rate (as a percent) | 3.09% |
REAL ESTATE ACQUISITIONS - Purc
REAL ESTATE ACQUISITIONS - Purchase price allocation (Details) - Real Estate Acquisitions in 2022 - Conditioned Air Company of Naples LLC, Industrial Facility, Fort Myers, Florida $ in Thousands | Mar. 31, 2022USD ($) |
REAL ESTATE ACQUISITION | |
Intangible Lease Asset | $ 568 |
Intangible Lease Liability | (269) |
Total | $ 8,166 |
Level 3 | |
REAL ESTATE ACQUISITION | |
Market Cap Rate | 5.50 |
Discount Rate | 5.60 |
Land | |
REAL ESTATE ACQUISITION | |
Acquired property | $ 991 |
Building & Improvements | |
REAL ESTATE ACQUISITION | |
Acquired property | $ 6,876 |
SALE OF PROPERTIES AND PROPER_2
SALE OF PROPERTIES AND PROPERTY HELD-FOR-SALE (Details) | Mar. 22, 2022USD ($)item | Jun. 30, 2022USD ($) | Mar. 31, 2022USD ($) | Jun. 30, 2022USD ($) | Dec. 31, 2021USD ($) | Sep. 30, 2021USD ($) |
SALES OF PROPERTIES AND PROPERTY HELD-FOR-SALE | ||||||
Property held-for-sale | $ 1,270,000 | $ 1,270,000 | ||||
Four restaurant properties located in Pennsylvania | ||||||
SALES OF PROPERTIES AND PROPERTY HELD-FOR-SALE | ||||||
Number of properties sold | item | 4 | |||||
Proceeds from sale of real estate, net of closing costs | $ 9,555,000 | |||||
Gain on sale of real estate, net | 4,649,000 | |||||
Write-off of unbilled rent receivable, as a reduction to Gain on sale of real estate, net | $ 512,000 | |||||
Industrial property located in Columbus, Ohio | Forecast | ||||||
SALES OF PROPERTIES AND PROPERTY HELD-FOR-SALE | ||||||
Gain on sale of real estate, net | $ 6,900,000 | $ 6,900,000 | ||||
Properties held-for-sale | Industrial property located in Columbus, Ohio | ||||||
SALES OF PROPERTIES AND PROPERTY HELD-FOR-SALE | ||||||
Contracted sale price of property | $ 8,500,000 | |||||
Property held-for-sale | $ 1,270,000 |
VARIABLE INTEREST ENTITIES, C_3
VARIABLE INTEREST ENTITIES, CONTINGENT LIABILITY AND CONSOLIDATED JOINT VENTURES - Ground Leases (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||
May 03, 2022 | Nov. 30, 2020 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2016 | |
Variable Interest Entities - Ground Lease | |||||||
Revenue | $ 21,556,000 | $ 20,816,000 | |||||
Variable Interest Entity, Not Primary Beneficiary | The Vue | |||||||
Variable Interest Entities - Ground Lease | |||||||
Maximum exposure to loss | 15,986,000 | ||||||
Owner/ Operator Mortgage from Third Party | $ 67,444,000 | ||||||
Current Balance of Owner or Operator Mortgage Debt Obtained From Third Party | 65,710,000 | ||||||
Percentage of operating expense shortfalls & cap-ex covered by the Company | 78.00% | ||||||
Amount of operating expense shortfalls & cap-ex covered by the Company | $ 69,000 | 271,000 | $ 1,746,000 | ||||
Variable Interest Entity, Not Primary Beneficiary | The Vue | Ground lease rental income | |||||||
Variable Interest Entities - Ground Lease | |||||||
Revenue | $ 0 | $ 0 | $ 0 |
VARIABLE INTEREST ENTITIES, C_4
VARIABLE INTEREST ENTITIES, CONTINGENT LIABILITY AND CONSOLIDATED JOINT VENTURES - Consolidated Joint Ventures (Details) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022USD ($)item | Dec. 31, 2021USD ($) | ||
Consolidated VIEs Carrying Amount of Assets and Liabilities | |||
Land | $ 178,681 | $ 180,183 | |
Unbilled rent receivable | 14,166 | 14,330 | |
Unamortized intangible lease assets, net | 19,912 | 20,694 | |
Escrow, deposits and other assets and receivables | 15,288 | 13,346 | |
Mortgages payable, net of unamortized deferred financing costs of $0 and $195, respectively | 397,848 | 396,344 | |
Accrued expenses and other liabilities | 17,533 | 18,992 | |
Unamortized intangible lease liabilities, net | 10,335 | 10,407 | |
Accumulated other comprehensive loss | 260 | (1,513) | |
Non-controlling interests in consolidated joint ventures | [1] | 932 | 946 |
Mortgages payable | |||
Consolidated VIEs Carrying Amount of Assets and Liabilities | |||
Mortgages payable, net of unamortized deferred financing costs of $0 and $195, respectively | 397,848 | 396,344 | |
Unamortized deferred financing costs | $ 3,292 | 3,316 | |
Consolidated Joint Venture-VIEs | |||
Variable Interest Entities | |||
Number of joint ventures with controlling interest | item | 3 | ||
Consolidated VIEs Carrying Amount of Assets and Liabilities | |||
Land | $ 10,365 | 10,365 | |
Buildings and improvements, net of accumulated depreciation of $000 and $4,957, respectively | 18,289 | 18,472 | |
Accumulated depreciation | 5,140 | 4,957 | |
Cash | 1,125 | 1,134 | |
Unbilled rent receivable | 1,035 | 1,020 | |
Unamortized intangible lease assets, net | 529 | 548 | |
Escrow, deposits and other assets and receivables | 555 | 878 | |
Mortgages payable, net of unamortized deferred financing costs of $0 and $195, respectively | 19,021 | 19,193 | |
Accrued expenses and other liabilities | 754 | 875 | |
Unamortized intangible lease liabilities, net | 462 | 475 | |
Accumulated other comprehensive loss | (5) | (33) | |
Non-controlling interests in consolidated joint ventures | $ 932 | 946 | |
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 | Mortgages payable | |||
Consolidated VIEs Carrying Amount of Assets and Liabilities | |||
Unamortized deferred financing costs | $ 185 | $ 195 | |
[1] | The Company’s consolidated balance sheets include assets and liabilities of consolidated variable interest entities (“VIEs”). See Note 6. The consolidated balance sheets include the following amounts related to the Company’s consolidated VIEs: $10,365 and $10,365 of land, $18,289 and $18,472 of building and improvements, net of $5,140 and $4,957 of accumulated depreciation, $3,244 and $3,580 of other assets included in other line items, $19,021 and $19,193 of real estate debt, net, $1,216 and $1,350 of other liabilities included in other line items and $932 and $946 of non-controlling interests as of March 31, 2022 and December 31, 2021, respectively. |
VARIABLE INTEREST ENTITIES, C_5
VARIABLE INTEREST ENTITIES, CONTINGENT LIABILITY AND CONSOLIDATED JOINT VENTURES - MCB Real Estate, LLC (Details) - Consolidated Joint Venture-VIEs - MCB Real Estate LLC And Its Affiliates | Mar. 31, 2022USD ($)item | Dec. 31, 2021USD ($)item |
Consolidated VIEs Carrying Amount of Assets and Liabilities | ||
Number of consolidated joint ventures | item | 2 | 2 |
Investment in consolidated joint ventures | $ | $ 4,524,000 | $ 4,691,000 |
INVESTMENT IN UNCONSOLIDATED _2
INVESTMENT IN UNCONSOLIDATED JOINT VENTURES (Details) | 3 Months Ended | ||
Mar. 31, 2022USD ($)item | Mar. 31, 2021USD ($) | Dec. 31, 2021USD ($)item | |
INVESTMENT IN UNCONSOLIDATED JOINT VENTURES | |||
Investment in unconsolidated joint ventures | $ 10,288,000 | $ 10,172,000 | |
Equity in earnings (loss) of unconsolidated joint ventures | $ 116,000 | $ (22,000) | |
Unconsolidated Joint Ventures | |||
INVESTMENT IN UNCONSOLIDATED JOINT VENTURES | |||
Number of unconsolidated joint ventures | item | 3 | 3 | |
Number of properties owned and operated by each unconsolidated joint venture | item | 1 | 1 | |
Investment in unconsolidated joint ventures | $ 10,288,000 | $ 10,172,000 | |
Equity in earnings (loss) of unconsolidated joint ventures | 116,000 | $ (22,000) | |
Unconsolidated Joint Ventures | MCB Real Estate LLC And Its Affiliates | |||
INVESTMENT IN UNCONSOLIDATED JOINT VENTURES | |||
Investment in unconsolidated joint ventures | $ 8,846,000 | $ 8,773,000 |
DEBT OBLIGATIONS - Mortgage Pay
DEBT OBLIGATIONS - Mortgage Payable (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Mortgages Payable | ||
Mortgages payable, net | $ 397,848,000 | $ 396,344,000 |
Mortgages payable | ||
Mortgages Payable | ||
Mortgages payable, gross | 401,140,000 | 399,660,000 |
Unamortized deferred financing costs | (3,292,000) | (3,316,000) |
Mortgages payable, net | $ 397,848,000 | $ 396,344,000 |
DEBT OBLIGATIONS - Line of Cred
DEBT OBLIGATIONS - Line of Credit (Details) - USD ($) | 3 Months Ended | |||||
Mar. 31, 2022 | Mar. 31, 2021 | Jul. 01, 2022 | Jun. 30, 2022 | May 03, 2022 | Dec. 31, 2021 | |
Line of credit, net, balances per the consolidated balance sheets | ||||||
Line of credit, net | $ 4,978,000 | $ 11,484,000 | ||||
Line of Credit | ||||||
Line of Credit | ||||||
Maximum borrowing capacity | 100,000,000 | |||||
Borrowing capacity available for renovation and operating expense purposes | $ 30,000,000 | |||||
Percentage of permitted borrowing base available for renovation and operating expense purposes | 30.00% | |||||
Borrowing capacity available for operating expense purposes | $ 20,000,000 | |||||
Line of credit, interest rate during the period | 1.89% | 1.88% | ||||
Line of credit, net, balances per the consolidated balance sheets | ||||||
Line of credit, gross | $ 5,140,000 | 11,700,000 | ||||
Unamortized deferred financing costs | (162,000) | (216,000) | ||||
Line of credit, net | $ 4,978,000 | $ 0 | $ 11,484,000 | |||
Line of Credit | Maximum | Forecast | ||||||
Line of Credit | ||||||
Borrowing capacity available for renovation expenses purposes | $ 20,000,000 | $ 10,000,000 | ||||
Borrowing capacity available for operating expense purposes | $ 10,000,000 | $ 20,000,000 | ||||
Line of Credit | LIBOR | ||||||
Line of Credit | ||||||
Basis of interest rate | one month LIBOR | |||||
Applicable margin (as a percent) | 1.75% | 2.00% | ||||
Unused facility fee (as a percent) | 0.25% | |||||
Line of Credit | LIBOR | Minimum | ||||||
Line of Credit | ||||||
Applicable margin (as a percent) | 1.75% | |||||
Line of Credit | LIBOR | Maximum | ||||||
Line of Credit | ||||||
Applicable margin (as a percent) | 3.00% |
RELATED PARTY TRANSACTIONS - Co
RELATED PARTY TRANSACTIONS - Compensation and Services Agreement (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Majestic | ||
Related Party Transactions | ||
Aggregate fees under compensation and services agreement | $ 766,000 | $ 785,000 |
Property management costs | 336,000 | 348,000 |
Additional payment for the entity's share of all direct office expenses | $ 79,000 | $ 74,000 |
Majestic | Net lease tenants | ||
Related Party Transactions | ||
Property management costs as a percentage of rental payments | 1.50% | 1.50% |
Majestic | Operating lease tenants | ||
Related Party Transactions | ||
Property management costs as a percentage of rental payments | 2.00% | 2.00% |
Executive officers and others | ||
Related Party Transactions | ||
Stock incentive plan expense | $ 643,000 | $ 652,000 |
RELATED PARTY TRANSACTIONS - Jo
RELATED PARTY TRANSACTIONS - Joint Venture Partners and Affiliates (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Unconsolidated Joint Ventures | ||
Related Party Transactions | ||
Payments for property management services | $ 36,000 | $ 29,000 |
Decrease in equity earnings, joint venture transaction | 18,000 | 15,000 |
Joint Venture Partners and Affiliates | ||
Related Party Transactions | ||
Payments for property management services | $ 22,000 | $ 19,000 |
RELATED PARTY TRANSACTIONS - Ot
RELATED PARTY TRANSACTIONS - Other (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Chairman | General and administrative expense | ||
Related Party Transactions | ||
Quarterly fees paid | $ 78,250 | $ 74,500 |
Vice Chairman | General and administrative expense | ||
Related Party Transactions | ||
Quarterly fees paid | 31,300 | 29,800 |
Gould Investors L.P. | Real estate expenses | ||
Related Party Transactions | ||
Insurance expense recognized of amounts reimbursed to related party | $ 339,000 | $ 281,000 |
EARNINGS PER COMMON SHARE - Rec
EARNINGS PER COMMON SHARE - Reconciliation (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Numerator for basic and diluted earnings per share: | ||
Net income | $ 9,340 | $ 2,957 |
(Deduct) add net (income) loss attributable to non-controlling interests | (17) | 5 |
Deduct earnings allocated to unvested restricted stock | (328) | (325) |
Net income available for common stockholders: basic and diluted | $ 8,995 | $ 2,637 |
Denominator for basic earnings per share: | ||
Weighted average number of common shares outstanding | 20,379 | 20,003 |
Effect of diluted securities: | ||
RSUs | 162 | 58 |
Denominator for diluted earnings per share: | ||
Weighted average number of shares | 20,541 | 20,061 |
Earnings per common share, basic (in dollars per share) | $ 0.44 | $ 0.13 |
Earnings per common share, diluted (in dollars per share) | $ 0.44 | $ 0.13 |
EARNINGS PER COMMON SHARE - Sha
EARNINGS PER COMMON SHARE - Shares of common stock underlying RSUs (Details) - shares | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
Aug. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Earnings Per Common Share | ||||||
Number of underlying shares | 230,752 | 223,802 | ||||
Number of shares included in diluted weighted average number of shares pursuant to return on capital performance metric | 115,376 | 86,789 | ||||
Number of shares in diluted weighted average number of shares pursuant to stockholder return metric | 115,376 | 37,513 | ||||
Total | 230,752 | 124,302 | ||||
Common shares not included in calculation due applicable metric had not been met at measurement dates | 99,500 | |||||
August 3, 2021 | ||||||
Earnings Per Common Share | ||||||
Number of underlying shares | 80,700 | |||||
Number of shares included in diluted weighted average number of shares pursuant to return on capital performance metric | 40,350 | |||||
Number of shares in diluted weighted average number of shares pursuant to stockholder return metric | 40,350 | |||||
Total | 80,700 | |||||
August 3, 2020 | ||||||
Earnings Per Common Share | ||||||
Number of underlying shares | 75,026 | 75,026 | ||||
Number of shares included in diluted weighted average number of shares pursuant to return on capital performance metric | 37,513 | 37,513 | ||||
Number of shares in diluted weighted average number of shares pursuant to stockholder return metric | 37,513 | 37,513 | ||||
Total | 75,026 | 75,026 | ||||
July 1, 2019 | ||||||
Earnings Per Common Share | ||||||
Number of underlying shares | 75,026 | 75,026 | ||||
Number of shares included in diluted weighted average number of shares pursuant to return on capital performance metric | 37,513 | 23,970 | ||||
Number of shares in diluted weighted average number of shares pursuant to stockholder return metric | 37,513 | |||||
Total | 75,026 | 23,970 | ||||
Common shares not included in calculation due applicable metric had not been met at measurement dates | 51,056 | |||||
July 1, 2018 | ||||||
Earnings Per Common Share | ||||||
Number of underlying shares | 73,750 | |||||
Number of shares included in diluted weighted average number of shares pursuant to return on capital performance metric | 25,306 | |||||
Total | 25,306 | |||||
Common shares not included in calculation due applicable metric had not been met at measurement dates | 48,444 | |||||
Restricted stock units | ||||||
Earnings Per Common Share | ||||||
Number of shares awarded | 80,700 | 75,026 | 77,776 | |||
Restricted stock units | July 1, 2018 | ||||||
Earnings Per Common Share | ||||||
Number of shares vested | 73,750 | |||||
Restricted stock units | Awards granted in 2018 | ||||||
Earnings Per Common Share | ||||||
Number of shares forfeited | 2,500 | |||||
Restricted stock units | Awards granted in 2019 | ||||||
Earnings Per Common Share | ||||||
Number of shares forfeited | 2,750 |
STOCKHOLDERS' EQUITY - Common S
STOCKHOLDERS' EQUITY - Common Stock Dividend (Details) | Mar. 10, 2022USD ($)$ / shares |
Common Stock Dividend | |
Quarterly cash dividend declared (in dollars per share) | $ / shares | $ 0.45 |
Total Dividend | $ | $ 9,504,000 |
STOCKHOLDERS' EQUITY - Shares I
STOCKHOLDERS' EQUITY - Shares Issued through the At-the-Market Offering Program (Details) - At-the-Market Equity Offering Program - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
STOCKHOLDERS' EQUITY | ||
Number of shares sold | 17,259 | 0 |
Proceeds from sale of common stock, net of commissions | $ 604,000 | |
Payment of commissions on sale of shares | 12,000 | |
Payment of offering costs on sale of shares | $ 41,000 |
STOCKHOLDERS' EQUITY - Dividend
STOCKHOLDERS' EQUITY - Dividend Reinvestment Plan (Details) | 3 Months Ended |
Mar. 31, 2022shares | |
Dividend Reinvestment Plan | |
Market price discount (as a percent) | 3.00% |
Common shares issued under Dividend Reinvestment Plan | 4,700 |
Maximum | |
Dividend Reinvestment Plan | |
Market price discount (as a percent) | 5.00% |
STOCKHOLDERS' EQUITY - Stock Ba
STOCKHOLDERS' EQUITY - Stock Based Compensation (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Restricted stock grants | ||||||
Stock Based Compensation | ||||||
Number of shares outstanding | 728,775 | 723,050 | 706,450 | 701,675 | ||
Number of shares awarded | 153,575 | 151,500 | ||||
Number of shares vested | 130,750 | 129,925 | ||||
Vesting period | 5 years | |||||
Number of shares forfeited | 500 | 200 | ||||
Restricted stock units | ||||||
Stock Based Compensation | ||||||
Number of shares outstanding | 230,752 | 223,802 | 230,752 | 223,802 | ||
Number of shares awarded | 80,700 | 75,026 | 77,776 | |||
Performance cycle | 3 years | 3 years | 3 years | |||
Restricted stock units | Awards granted in 2021 | ||||||
Stock Based Compensation | ||||||
Accrual for dividend equivalent rights | $ 81,000 | |||||
Aggregate fair value of the shares granted | 1,846,000 | |||||
Restricted stock units | Awards granted in 2020 | ||||||
Stock Based Compensation | ||||||
Aggregate fair value of the shares granted | 962,000 | |||||
Restricted stock units | Awards granted in 2019 | ||||||
Stock Based Compensation | ||||||
Number of shares forfeited | 2,750 | |||||
Aggregate fair value of the shares granted | $ 1,446,000 | |||||
Restricted stock units | Awards granted in 2018 | ||||||
Stock Based Compensation | ||||||
Number of shares forfeited | 2,500 | |||||
TSR awards | ||||||
Stock Based Compensation | ||||||
Percentage of RSUs to vest upon achievement of specified criteria | 50.00% | 50.00% | 50.00% | |||
ROC Awards | ||||||
Stock Based Compensation | ||||||
Percentage of RSUs to vest upon achievement of specified criteria | 50.00% | 50.00% | 50.00% | |||
2019 Incentive Plan | ||||||
Stock Based Compensation | ||||||
Maximum number of shares authorized for issuance | 750,000 | |||||
Number of shares outstanding | 678,027 | |||||
2019 Incentive Plan | Restricted stock grants | ||||||
Stock Based Compensation | ||||||
Number of shares outstanding | 447,275 | |||||
2019 Incentive Plan | Restricted stock units | ||||||
Stock Based Compensation | ||||||
Number of shares outstanding | 230,752 | |||||
2016 Incentive Plan | ||||||
Stock Based Compensation | ||||||
Maximum number of shares authorized for issuance | 0 | |||||
2016 Incentive Plan | Restricted stock grants | ||||||
Stock Based Compensation | ||||||
Number of shares outstanding | 281,500 | |||||
2016 Incentive Plan | Restricted stock units | ||||||
Stock Based Compensation | ||||||
Number of shares awarded | 76,250 | |||||
Number of shares vested | 73,750 | |||||
Pay-for-performance program | Restricted stock units | ||||||
Stock Based Compensation | ||||||
Number of shares vested | 0 | |||||
Vesting period | 3 years | |||||
Number of shares forfeited | 0 |
STOCKHOLDERS' EQUITY - Activity
STOCKHOLDERS' EQUITY - Activity of Equity Incentive Plans (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
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) | $ 26.47 | $ 24.68 | ||||
Value of stock vested during the year (based on grant price) | $ 3,236,000 | $ 2,825,000 | ||||
Weighted average per share value of shares forfeited during the year (based on grant price) (in dollars per share) | $ 33.75 | $ 23.62 | ||||
Total charge to operations: | ||||||
Total charge to operations | $ 1,325,000 | $ 1,343,000 | ||||
Restricted stock grants | ||||||
Summary of the activity of the incentive plans | ||||||
Average per share grant price (in dollars per share) | $ 33.75 | $ 20.34 | ||||
Deferred compensation to be recognized over vesting period | $ 5,183,000 | $ 3,082,000 | ||||
Number of non-vested shares: | ||||||
Non-vested beginning of period (in shares) | 706,450 | 701,675 | 701,675 | |||
Number of shares awarded | 153,575 | 151,500 | ||||
Vested during period (in shares) | (130,750) | (129,925) | ||||
Forfeitures (in shares) | (500) | (200) | ||||
Non-vested end of period (in shares) | 728,775 | 723,050 | 706,450 | 701,675 | ||
Total charge to operations: | ||||||
Total charge to operations | $ 957,000 | $ 897,000 | ||||
Weighted average vesting period | 2 years 9 months 18 days | |||||
Restricted stock grants | General and administrative expense | ||||||
Total charge to operations: | ||||||
Total compensation costs related to non-vested awards that have not yet been recognized | $ 11,346,000 | |||||
Restricted stock units | ||||||
Number of non-vested shares: | ||||||
Non-vested beginning of period (in shares) | 230,752 | 223,802 | 223,802 | |||
Number of shares awarded | 80,700 | 75,026 | 77,776 | |||
Non-vested end of period (in shares) | 230,752 | 223,802 | 230,752 | 223,802 | ||
Total charge to operations: | ||||||
Total charge to operations | $ 368,000 | $ 446,000 | ||||
Weighted average vesting period | 1 year 3 months 18 days | |||||
Restricted stock units | General and administrative expense | ||||||
Total charge to operations: | ||||||
Total compensation costs related to non-vested awards that have not yet been recognized | $ 1,963,000 | |||||
Restricted stock units | Awards granted in 2018 | ||||||
Number of non-vested shares: | ||||||
Forfeitures (in shares) | (2,500) | |||||
Restricted stock units | Awards granted in 2019 | ||||||
Number of non-vested shares: | ||||||
Forfeitures (in shares) | (2,750) | |||||
2019 Incentive Plan | ||||||
Number of non-vested shares: | ||||||
Non-vested end of period (in shares) | 678,027 | |||||
2019 Incentive Plan | Restricted stock grants | ||||||
Number of non-vested shares: | ||||||
Non-vested end of period (in shares) | 447,275 | |||||
2019 Incentive Plan | Restricted stock units | ||||||
Number of non-vested shares: | ||||||
Non-vested end of period (in shares) | 230,752 | |||||
2016 Incentive Plan | Restricted stock grants | ||||||
Number of non-vested shares: | ||||||
Non-vested end of period (in shares) | 281,500 | |||||
2016 Incentive Plan | Restricted stock units | ||||||
Number of non-vested shares: | ||||||
Number of shares awarded | 76,250 | |||||
Vested during period (in shares) | (73,750) | |||||
Pay-for-performance program | Restricted stock units | ||||||
Number of non-vested shares: | ||||||
Vested during period (in shares) | 0 | |||||
Forfeitures (in shares) | 0 |
FAIR VALUE MEASUREMENTS - Summa
FAIR VALUE MEASUREMENTS - Summary (Details) | Mar. 31, 2022USD ($)itemY | Dec. 31, 2021USD ($)itemY |
Line of Credit | ||
FAIR VALUE MEASUREMENTS | ||
Line of credit, gross | $ 5,140,000 | $ 11,700,000 |
Mortgages payable | ||
FAIR VALUE MEASUREMENTS | ||
Estimated fair value of mortgages payable | 400,493,000 | 419,354,000 |
Carrying value of mortgage loans | 401,140,000 | 399,660,000 |
Excess of fair value over carrying value | $ 19,694,000 | |
Excess of carrying value over fair value | $ 647,000 | |
Mortgages payable | Blended market interest rate | ||
FAIR VALUE MEASUREMENTS | ||
Long-term debt, measurement input | item | 0.0430 | 0.0320 |
Mortgages payable | Remaining term to maturity | ||
FAIR VALUE MEASUREMENTS | ||
Long-term debt, measurement input | Y | 6.2 | 6.4 |
FAIR VALUE MEASUREMENTS - Fair
FAIR VALUE MEASUREMENTS - Fair Value of Derivatives (Details) | 3 Months Ended | |
Mar. 31, 2022USD ($)item | Dec. 31, 2021USD ($) | |
FAIR VALUE MEASUREMENTS | ||
Notional Amount | $ 56,348,000 | |
Interest rate derivatives | ||
FAIR VALUE MEASUREMENTS | ||
Number of mortgage loans outstanding with related interest rate swaps | item | 19 | |
Interest rate derivatives | Cash flow hedges | ||
FAIR VALUE MEASUREMENTS | ||
Number of interest rate derivatives held | item | 19 | |
Interest rate derivatives | Cash flow hedges | Minimum | ||
FAIR VALUE MEASUREMENTS | ||
Fixed interest rate (as a percent) | 3.02% | |
Interest rate derivatives | Cash flow hedges | Maximum | ||
FAIR VALUE MEASUREMENTS | ||
Fixed interest rate (as a percent) | 5.16% | |
Interest rate swap | ||
FAIR VALUE MEASUREMENTS | ||
Weighted average maturity | 2 years 2 months 12 days | |
Weighted average annual interest rate (as a percent) | 4.05% | |
Recurring | Interest rate swap | Other assets | ||
Financial assets: | ||
Financial assets | $ 417,000 | |
Recurring | Interest rate swap | Other liabilities | ||
Financial liabilities: | ||
Financial liabilities | $ 157,000 | $ 1,514,000 |
FAIR VALUE MEASUREMENTS - Effec
FAIR VALUE MEASUREMENTS - Effect of derivatives on Consolidated Statements of Income (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
FAIR VALUE MEASUREMENTS | |||
Amount of (loss) gain recognized on derivatives in other comprehensive loss | $ 1,489,000 | $ 1,093,000 | |
Amount of reclassification from Accumulated other comprehensive loss into Interest expense | (286,000) | (408,000) | |
Additional amount to be reclassified during the next twelve months | 226,000 | 226,000 | |
Credit risk related contingent feature | |||
Accrued interest on derivatives in a liability position | 36,000 | $ 84,000 | |
Fair value of derivative in a liability position, including accrued interest but excluding adjustments for non-performance risk | 195,000 | 1,632,000 | |
Termination liability value | 195,000 | 1,632,000 | |
Accrued Expenses And Other Liabilities | |||
Credit risk related contingent feature | |||
Adjustments for non-performance risk | 2,000 | $ 34,000 | |
Interest rate swap | Cash flow hedges | |||
FAIR VALUE MEASUREMENTS | |||
Reclassification of realized gain (loss) from Accumulated other comprehensive income (loss) to earnings | $ 0 | $ 0 |
OTHER INCOME - Lease Assignment
OTHER INCOME - Lease Assignment Fee Income and Insurance Recoveries on Hurricane Casualty (Details) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Feb. 28, 2022USD ($) | Mar. 31, 2021USD ($)item | Mar. 31, 2022USD ($) | Mar. 31, 2021USD ($)item | Sep. 30, 2021USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | |
Insurance Recoveries on Hurricane Casualty | |||||||
Casualty loss, insurance recovery proceeds received, classified as investing activities | $ 918,000 | $ 300,000 | |||||
Lease Assignment Fee Income | |||||||
Fee income, lease assignment agreement | $ 100,000 | ||||||
Number of properties included in a lease split and assignment agreement | item | 6 | 6 | |||||
Other income | |||||||
Lease Assignment Fee Income | |||||||
Fee income, lease assignment agreement | $ 100,000 | ||||||
Real Estate in Lake Charles, LA | |||||||
Insurance Recoveries on Hurricane Casualty | |||||||
Amount of insurance deductible | $ 263,000 | ||||||
Total claim amount submitted to insurance carrier | 2,306,000 | ||||||
Casualty loss, insurance recovery proceeds received, classified as investing activities | $ 918,000 | $ 975,000 | 150,000 | ||||
Losses in rental income | $ 259,000 | ||||||
Recoveries on losses in rental income from casualty | $ 43,000 | $ 216,000 | |||||
Real Estate in Lake Charles, LA | Other income | |||||||
Insurance Recoveries on Hurricane Casualty | |||||||
Gain on insurance recoveries | $ 918,000 | $ 20,000 |
OTHER INCOME - Interest Income
OTHER INCOME - Interest Income on Loan Receivable (Details) | 1 Months Ended | 3 Months Ended |
Dec. 31, 2020USD ($)item | Mar. 31, 2021USD ($) | |
Other income | ||
Interest Income on Loan Receivable | ||
Interest income on loans | $ 46,000 | |
Real Estate in Houston, TX | ||
Interest Income on Loan Receivable | ||
Number of properties sold | item | 2 | |
Term of loan | 1 year | |
Percentage of seller-financing provided by the Company | 50.00% | |
Real Estate in Houston, TX | Other receivables | ||
Interest Income on Loan Receivable | ||
Seller-financing provided by the Company | $ 4,612,500 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) | Apr. 15, 2022USD ($) |
Subsequent event | |
SUBSEQUENT EVENTS | |
Settlement amount | $ 5,400,000 |