2021
ANNUAL
REPORT
ABOUT US
One Liberty Properties, Inc. is a self-administered and self-man-
aged real estate investment trust incorporated under the laws of
Maryland in December 1982. The Company acquires, owns and
manages a geographically diversified portfolio consisting primarily
of industrial and retail properties, many of which are subject to long-
term leases. Many of our leases are “net leases,” under which the
tenant is typically responsible for real estate taxes, insurance and
ordinary maintenance and repairs.
We acquired our portfolio of properties by balancing fundamental
real estate analysis with tenant credit evaluation. Our analysis focuses
on the value of a property, determined primarily by its location, use,
and local demographics. We also evaluate a tenant’s financial ability
to meet operational needs and lease obligations. We believe that
our emphasis on property value enables us to achieve better returns
on our acquired properties and also enhances our ability to re-rent
or dispose of a property on favorable terms upon the expiration or
early termination of a lease. Consequently, we believe that the
weighting of these factors in our analysis enables us to achieve
attractive current returns with potential growth through contractual
rent increases and property appreciation.
DEAR STOCKHOLDERS,
As we look back at 2021, we are proud of our success in navigating the
many obstacles presented by the pandemic. Our 2021 highlights included our
strong collections of over 98% of rent due, our robust occupancy at year-end of
99.2% and our strong leasing activity covering over 2.4 million square feet. As
the pandemic wanes, we look forward to continuing to evolve the portfolio,
focusing on industrial properties and building on our leasing activities.
A key driver of our success in 2021 was the
capitalizing on the e-commerce arena through
multi-year evolution of the portfolio’s focus to
the acquisition and ownership of industrial
industrial properties, which contributed over
properties. Accordingly, since September 2016,
50% of our rental income. For the past several
we sold 16 retail properties and added 27
years, given the ongoing challenges facing the
industrial properties. Today, the balance of our
“bricks and mortar” retail industry due to the
assets across our quality portfolio is diverse
growth of e-commerce, we have focused on
and includes service-retail assets, such as
(1) All Other consists of the following property types: Restaurant, Health &
Fitness, Theater, Apartments, Office and Other.
Industrial
Retail
All Other(1)
O N E L I B E R T Y P R O P E R T I E S , I N C . 1
PERCENT OF RENTAL INCOME NET BY PROPERTY TYPE0%20%10%30%50%40%60%201720182019202012.8%30.2%57.0%202121.2%43.7%35.1%40.1%41.9%18.0%48.7%35.2%16.1%55.4%32.9%11.7% theaters and health and fitness facilities. We
As demand for industrial assets has increased,
plan to continue to optimize the portfolio over
so too has their cost. As a result, we will con-
the long-term to ensure it is well positioned to
tinue to take a measured approach with a sharp
generate sustained cashflow and value for our
focus on the value of the underlying property,
stockholders.
As noted earlier, a highlight of 2021 was our
significant leasing activity. We signed 35 leases
representing 2.4 million square feet, including
leases signed by Haverty Furniture, our most
significant tenant. These leases extended our
long-term relationship with Haverty Furniture
for more than six years thereby enhancing the
the characteristics of the specific local markets
(including demographics, historic growth,
growth potential, access to transportation net-
works and barriers to entry), use and potential
re-use of the property and the tenant’s credit
quality. We believe that over the long-term,
industrial assets will add safety and stability to
our cash flow and dividends.
stability of our cash flow and ability to pay
Furthermore, our portfolio also benefitted from
dividends.
In 2021, we effectively managed the uncertainty
of the pandemic by maintaining our disciplined
approach to acquisitions. Specifically, we
bought three industrial properties in 2021 and
added another industrial property to the port-
folio in early 2022. Given the many positive
attributes that this asset class embodies, includ-
the five asset sales (i.e., three retail and two
restaurant properties) we completed which
generated an aggregate net gain of $25.5 mil-
lion. We were, and anticipate that we will con-
tinue to be, opportunistic in disposing of
properties to assure that our remaining portfo-
lio emphasizes assets that create long-term
stockholder value.
ing consistent annual rent growth, stable tenan-
One Liberty ended 2021 owning 118 properties
cies and manageable capital expenditures, we
with a net book value of $678.2 million. We
will continue our pursuit of this asset class.
additionally have ownership interests in three
properties valued at $10.2 million through
unconsolidated joint ventures.
2 O N E L I B E R T Y P R O P E R T I E S , I N C .
1.80
1.75
1.70
1.65
1.60
1.55
1.50
In terms of our financial performance, rental
tions, make strategic dispositions and allocate
income in 2021 was $82 million and we contin-
capital in a manner that will grow stockholder
ued to pay quarterly dividends to our investors.
value over the long-term. While we are excited
Notably, the dividend we declared in March
about what lies ahead, we will continue to be
2022 represents our 117th consecutive quarterly
patient, persistent and disciplined as we have
dividend payment.
To conclude, we used 2021 to improve our
portfolio, in many respects from within, and as
such we enter 2022 from a position of strength.
We will work to make strides in further evolving
the portfolio as we pursue additional acquisi-
the past three decades. Given management’s
approximate 23% ownership in the Company,
we remain fully aligned with our investors, and
are committed to delivering long-term stock-
holder value. In closing, we would like to thank
each of our stockholders, our team and the
Board of Directors for their insights and
DIVIDEND PER SHARE OF COMMON STOCK
$1.80
$1.80
$1.80(1)
$1.80
$1.80
$1.75
$1.74
contributions.
Sincerely yours,
Matthew J. Gould
Chairman of the Board
April 6, 2022
6.7%
Dividend
Yield(2)
7.4%
Dividend
Yield(2)
6.6%
Dividend
Yield(2)
9.0%
Dividend
Yield(2)
5.1%
Dividend
Yield(2)
Patrick J. Callan, Jr.
President and Chief Executive Officer
April 6, 2022
2017
2018
2019
2020
2021
(1) During 2020, approximately 18.75% of the dividend was paid in shares of
our common stock.
(2)Calculated based on the closing stock price at December 31.
O N E L I B E R T Y P R O P E R T I E S , I N C . 3
$1.70
$1.65
$1.60
$1.55
$1.50
PROPERTY
LISTINGS
INDUSTRIAL
Total Properties: 49
Total States: 25
Total Square Footage: 7,800,071
HEALTH & FITNESS
Total Properties: 3
Total States: 3
Total Square Footage: 141,663
RETAIL— GENER AL
Total Properties: 30
Total States: 15
Total Square Footage: 1,370,729
THEATER
Total Properties: 2
Total States: 2
Total Square Footage: 118,901
RESTAUR ANT
Total Properties: 15
Total States: 7
Total Square Footage: 78,496
APARTMENTS
Total Properties: 1
Total States: 1
Total Square Footage: 349,999
RETAIL— FURNITURE
Total Properties: 14
Total States: 9
Total Square Footage: 747,534
OFFICE
Total Properties: 1
Total States: 1
Total Square Footage: 66,000
RETAIL— OFFICE SUPPLY
Total Properties: 5
Total States: 5
Total Square Footage: 161,636
OTHER
Total Properties: 1
Total States: 1
Total Square Footage: 23,547
I N D U S T R I A L
FEDE X GROUND
Lowell, AR (Northwest Arkansas MSA)
CRE ATIVE OFFICE ENVIRONMENTS
Ashland, VA (Richmond MSA)
CONDITIONED AIR
Ft. Myers, FL
SHUT TERFLY
Fort Mill, SC (Charlotte MSA)
4 O N E L I B E R T Y P R O P E R T I E S , I N C .
121
P R O P E R T I E S
10.86
M I L L I O N S Q F T
31
S T A T E S
I N D U S T R I A L
YANFENG
McCalla, AL
TR ANSCENDIA
Greenville, SC
TORO
El Paso, TX
HOME DEPOT- USA
Omaha, NE
O N E L I B E R T Y P R O P E R T I E S , I N C . 5
Year Ended December 31,
2021
2020
$ 82,740
$ 81,903
22,832
13,802
14,601
-
51,235
25,463
22,964
13,634
13,981
430
51,009
17,280
$ 56,968
$ 48,174
$ 39,034
(177)
$ 27,413
(6)
$ 38,857
$ 27,407
$ 1.85
$
1.33
20,264
19,599
December 31,
2021
2020
$ 676,977
$ 691,922
10,172
16,164
752,953
396,344
11,484
446,675
306,278
10,702
12,705
776,137
429,704
12,525
484,177
291,960
FINANCIAL HIGHLIGHTS
(Amounts in Thousands, Except Per Share Data)
Total revenues
Depreciation and amortization
Real estate expenses
Other expenses
Impairment due to casualty loss
Total operating expenses
Gain on sale of real estate, net
Operating income
Net income
Less net income attributable to non-controlling interests
Net income attributable to One Liberty Properties, Inc.
Net income per common share—diluted
Weighted average number of common shares—diluted
Real estate investments, net
Investment in unconsolidated joint ventures
Cash and cash equivalents
Total assets
Mortgages payable, net of deferred financing costs
Line of credit—outstanding, net of deferred financing costs
Total liabilities
Total equity
6 O N E L I B E R T Y P R O P E R T I E S , I N C .
2021
FORM 10K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(cid:2)(cid:3) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2021
Or
(cid:4)(cid:3) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission File Number 001-09279
ONE LIBERTY PROPERTIES, INC.
(Exact name of registrant as specified in its charter)
MARYLAND
(State or other jurisdiction of
Incorporation or Organization)
60 Cutter Mill Road, Great Neck, New York
(Address of principal executive offices)
13-3147497
(I.R.S. employer
Identification No.)
11021
(Zip Code)
Securities registered pursuant to Section 12(b) of the Act:
Registrant’s telephone number, including area code: (516) 466-3100
Title of each class
Common Stock, par value $1.00 per share
Trading Symbol
OLP
Name of exchange on which registered
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: NONE
Indicate by check mark if the registrant is a well-known seasoned issuer as defined in Rule 405 of the Securities Act. Yes (cid:2) No (cid:3)
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes (cid:2) No (cid:3)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days. Yes (cid:3) No (cid:2)
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted
pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit such files). Yes (cid:3) No (cid:2)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a small reporting
company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “small reporting company” and
“emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer (cid:4)(cid:3)
Accelerated filer (cid:4)(cid:3)
Non-accelerated filer (cid:2)(cid:3)
Smaller reporting company (cid:2)
Emerging growth company (cid:4)(cid:3)
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial standards provided pursuant to Section 13(a) of the Exchange Act. (cid:2)
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public
accounting firm that prepared or issued its audit report. (cid:4) (cid:3)
Indicate by check mark whether registrant is a shell company (defined in Rule 12b-2 of the Act). Yes (cid:4) No (cid:2)(cid:3)
As of June 30, 2021 (the last business day of the registrant’s most recently completed second quarter), the aggregate market value of all
common equity held by non-affiliates of the registrant, computed by reference to the price at which common equity was last sold on said date,
was approximately $458 million.
As of March 1, 2022, the registrant had 21,120,936 shares of common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the proxy statement for the 2022 annual meeting of stockholders of One Liberty Properties, Inc., to be filed pursuant to
Regulation 14A not later than May 2, 2022, are incorporated by reference into Part III of this Annual Report on Form 10-K.
TABLE OF CONTENTS
Form 10-K
Item No.
Explanatory Note
Cautionary Note Regarding Forward-Looking Statements
PART I
1.
1A.
1B.
2.
3.
4.
PART II
5.
6.
7.
7A.
8.
9.
9A.
9B.
9C.
PART III
10.
11.
12.
13.
14.
PART IV
15.
16.
Signatures
Business
Risk Factors
Unresolved Staff Comments
Properties
Legal Proceedings
Mine Safety Disclosures
Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities
[Reserved]
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Quantitative and Qualitative Disclosures About Market Risk
Financial Statements and Supplementary Data
Changes In and Disagreements With Accountants on Accounting and Financial Disclosure
Controls and Procedures
Other Information
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Directors, Executive Officers and Corporate Governance
Executive Compensation
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
Certain Relationships and Related Transactions, and Director Independence
Principal Accountant Fees and Services
Exhibits and Financial Statement Schedules
Form 10-K Summary
Page(s)
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25
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30
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Explanatory Note
In the narrative portion of this Annual Report on Form 10-K, except as otherwise indicated or the context
otherwise requires:
(cid:2) the information with respect to our consolidated joint ventures is generally described as if such ventures
are our wholly owned subsidiaries and information with respect to unconsolidated joint ventures is
generally separately described.
(cid:2) (i) all references to joint ventures refer to unconsolidated joint ventures, (ii) all interest rates with respect
to debt give effect to the related interest rate derivative, if any, (iii) amounts reflected as debt reflect the
gross debt owed, without deducting deferred financing costs and (iv) references to industrial properties
include properties (a) a portion of which may be used for office purposes and (b) that are used for
distribution, warehouse and flex purposes.
(cid:2) references to the impact of the COVID-19 pandemic include the impact of the governmental and non-
governmental responses thereto and the economic and financial consequences thereof.
(cid:2) the term “standard carve-outs,” when used in describing mortgages or mortgage financings, refers to
recourse items to an otherwise non-recourse mortgage. While carve-outs vary from lender to lender and
transaction to transaction, the carve-outs may include, among other things, voluntary bankruptcy filings,
environmental liabilities, the sale, financing or encumbrance of the property in violation of loan
documents, damage to property as a result of intentional misconduct or gross negligence, failure to pay
valid taxes and other claims which could create liens on the property and the conversion of security
deposits, insurance proceeds or condemnation awards. The interest rate on most of our variable
rate mortgage debt has been fixed through the use of interest rate swap agreements. In addition to our
being liable for “standard carve-outs”, we may also be liable, at the parent company level, for swap
breakage losses on otherwise non-recourse mortgage debt that is subject to an interest rate swap
agreement, if such agreement is terminated prior to its stated expiration. See Note 9 to our consolidated
financial statements.
(cid:2) we present information regarding our 2022 contractual rental income (which we also refer to as
“contractual rental income”) – contractual rental income represents the base rent tenants are required to
pay us in 2022 and does not reflect, among other things, variable rent (including amounts tenants are
required to reimburse us) or the adjustments required by US Generally Accepted Accounting Principles
(“GAAP”) to present rental income. We view contractual rental income as an operating – not a financial –
metric, and present it because we believe investors are interested in knowing the amount of cash rent we
are entitled to collect. Contractual rental income is not a substitute for rental income, as determined in
accordance with GAAP, and may not be comparable from year–to–year or to similar metrics presented by
other REITs. See “Item 1. Business–Our Tenants”.
(cid:2) our use of the term e-commerce includes the provision by the retail, restaurant, health and fitness and
theater sectors of their goods and services through distribution channels other than traditional brick and
mortar distribution channels.
Cautionary Note Regarding Forward-Looking Statements
This Annual Report on Form 10-K, together with other statements and information publicly disseminated by
us, contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933,
as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We
intend such forward-looking statements to be covered by the safe harbor provision for forward-looking
statements contained in the Private Securities Litigation Reform Act of 1995 and include this statement for
purposes of complying with these safe harbor provisions. Forward-looking statements, which are based on
certain assumptions and describe our future plans, strategies and expectations, are generally identifiable by use of
the words “may,” “will,” “could,” “believe,” “expect,” “intend,” “anticipate,” “estimate,” “project,” or similar
expressions or variations thereof and include, without limitation, statements regarding our future estimated
contractual rental income, funds from operations, adjusted funds from operations and our dividend. Among other
things, forward looking statements with respect to (i) estimates of rental income for 2022 may exclude variable
rent, (ii) anticipated property sales may not be completed during the period indicated or at all, and (iii) estimates
of gains from property sales are subject to adjustment, among other things, because actual closing costs may
1
differ from the estimated costs. You should not rely on forward-looking statements since they involve known and
unknown risks, uncertainties and other factors which are, in some cases, beyond our control and which could
materially affect actual results, performance or achievements.
Currently, a significant risk and uncertainty we face is the impact of the COVID-19 pandemic, the various
governmental and non-governmental responses thereto, and the related economic consequences of the foregoing
on (i) our and our tenants’ financial condition, results of operations, cash flows and performance, and (ii) the real
estate market, global economy and financial markets. The extent to which COVID-19 impacts us, our tenants
and the economy generally will depend on future developments, which are highly uncertain and cannot be
predicted with confidence. Additional uncertainties, risks and factors which may cause actual results to differ
materially from current expectations include, but are not limited to:
(cid:2)
(cid:2)
(cid:2)
(cid:2)
(cid:2)
(cid:2)
(cid:2)
(cid:2)
(cid:2)
(cid:2)
(cid:2)
(cid:2)
(cid:2)
(cid:2)
(cid:2)
(cid:2)
the financial failure of, or other default in payment by, tenants under their leases and the potential
resulting vacancies;
adverse changes and disruption in the retail, restaurant, theater and health and fitness sectors, which
could impact our tenants’ ability to pay rent and expense reimbursement;
the ability or willingness of mortgage lenders to make accommodations with respect to our debt service
obligations at properties for which we provide rent relief to our tenants or which are otherwise
challenged;
loss or bankruptcy of one or more of our tenants, and bankruptcy laws that may limit our remedies if a
tenant becomes bankrupt and rejects its lease;
our ability to renew or re-lease space as leases expire;
our ability to pay dividends;
the level and volatility of interest rates;
changes in governmental laws and regulations relating to real estate and related investments;
limitations on our ability to exercise legal remedies due to court closures and/or moratoriums on the
exercise of certain types of remedies or activities;
general economic and business conditions and developments, including those currently affecting or that
may effect our economy, such as the outbreak of hostilities between Russia and Ukraine;
general and local real estate conditions, including any changes in the value of our real estate;
compliance with credit facility and mortgage debt covenants;
the availability of, and costs associated with, sources of capital and liquidity;
competition in our industry;
technological changes, such as autonomous vehicles, reconfiguration of supply chains, robotics, 3D
printing or other technologies; and
the other risks, uncertainties and factors described in the reports and documents we file with the SEC
including the risks, uncertainties and factors described under “Item 1A. Risk Factors” and “Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this
Annual Report on Form 10-K, and in the Quarterly Reports on Form 10-Q and the other reports we file
with the SEC.
In light of the factors referred to above, the future events discussed or incorporated by reference in this
report and other documents we file with the SEC may not occur, and actual results, performance or achievements
could differ materially from those anticipated or implied in the forward-looking statements. Given these
uncertainties, you should not rely on any forward-looking statements.
Except as may be required under the United States federal securities laws, we undertake no obligation to
publicly update our forward-looking statements, whether as a result of new information, future events or
2
otherwise. You are advised, however, to consult any further disclosures we make in our reports that are filed with
or furnished to the SEC.
Item 1. Business.
General
PART I
We are a self-administered and self-managed real estate investment trust, also known as a REIT. We acquire,
own and manage a geographically diversified portfolio consisting primarily of industrial, retail, restaurant, health
and fitness and theater properties, many of which are subject to long-term leases. Most of our leases are “net
leases” under which the tenant, directly or indirectly, is responsible for paying the real estate taxes, insurance and
ordinary maintenance and repairs of the property. As of December 31, 2021, we own 118 properties and
participate in joint ventures that own three properties. These 121 properties are located in 31 states and have an
aggregate of approximately 10.9 million square feet (including an aggregate of approximately 365,000 square
feet at properties owned by our joint ventures).
As of December 31, 2021:
(cid:2) our 2022 contractual rental income (as described in “–Our Tenants”) is $68.3 million;
(cid:2) the occupancy rate of our properties is 99.2% based on square footage;
(cid:2) the weighted average remaining term of our mortgage debt is 6.4 years and the weighted average interest
rate thereon is 4.18%; and
(cid:2) the weighted average remaining term of the leases generating our 2022 contractual rental income is 6.0
years.
We maintain a website at www.1liberty.com. The reports and other documents that we electronically file
with, or furnish to, the SEC pursuant to Section 13 or 15(d) of the Exchange Act can be accessed through this
site, free of charge, as soon as reasonably practicable after we electronically file or furnish such reports. These
filings are also available on the SEC’s website at www.sec.gov. The information on our website is not part of this
report.
2021 and Recent Developments
In 2021:
(cid:2) we acquired three industrial properties for an aggregate purchase price of $24.3 million. These properties
account for $1.7 million, or 2.5%, of our 2022 contractual rental income.
(cid:2) we sold five properties (i.e., three retail and two restaurant), for an aggregate net gain on sale of real estate
of $25.5 million, without giving effect to $848,000 of mortgage prepayment costs. The properties sold
accounted for $1.1 million, or 1.3%, and $2.1 million, or 2.5%, of 2021 and 2020 rental income, net,
respectively.
(cid:2) as the lease is expiring in June 2022, we entered into an agreement to sell an industrial property in
Columbus, Ohio for a sale price of $8.5 million and anticipate this transaction will be completed in April
2022. This property generated $749,000 of rental income, net, and incurred operating expenses of
$164,000 (including depreciation and amortization expense of $66,000) in 2021. We anticipate that we
will recognize a $6.9 million gain from this sale in the quarter ending June 30, 2022.
(cid:2) we entered into, amended or extended 35 leases with respect to approximately 2.4 million square feet,
including:
-
leases with Havertys Furniture, our most significant tenant, which extended for four-to-nine-
years from the August 2022 expiration date, the lease term on ten of the eleven properties (after
giving effect to a lease entered into in February 2022 with respect to one property (the
“February Lease”)), it leases from us. (In January 2022, we entered into a contract to sell the
3
eleventh property, subject to the satisfaction of, among other things, the purchaser’s due
diligence review). We also agreed to invest up to $3.1 million for tenant improvements, of
which $1.5 million was funded through March 1, 2022. As of December 31, 2021, after giving
effect to the February Lease, the weighted average remaining lease term is 6.2 years and rental
income from this tenant is anticipated to be approximately $4.6 million, $4.1 million and $4.1
million in 2022, 2023 and 2024, respectively.
lease amendments with Regal Cinemas pursuant to which (i) we deferred an aggregate of $1.4
million of rent (which was originally payable from September 2020 through August 2021) and
the tenant agreed to pay such sum in equal monthly installments from January 2022 through
June 2023 (and through February 2022, all such payments had been made), (ii) the tenant
agreed to pay, and paid, an aggregate of $441,000 of rent from September 2020 through
August 2021, and (iii) the parties extended the lease for the Indianapolis, Indiana property from
December 2030 to December 2032.
a five-year lease extension (through 2027) with a property tenanted by FedEx, which property
accounts for 1.3% of 2022 contractual rental income, for an annual base rent of $868,000
through August 2022, $848,000 through August 2023, and increasing 2.5% annually thereafter.
a six-year lease extension (through 2028) with The Toro Company, which accounts for 3.1% of
2022 contractual rental income, for annual base rent of $2.0 million through June 2022, $2.2
million through June 2023, and increasing 3% annually thereafter.
-
-
-
(cid:2) we collected $2.7 million, or 99.7%, of the rent that we deferred in response to the pandemic and that was
due in 2021.
Subsequent to December 31, 2021, we:
(cid:2) acquired a 53,000 square foot industrial property in Fort Myers, Florida for a purchase price of $8.1
million and after the acquisition, obtained $4.9 million nine-year mortgage debt with an interest rate of
3.09% and amortizing over 25 years. The property is leased through 2030 and provides for an annual
base rent of $443,000, with annual increases of 3.8% beginning in 2023. We anticipate that in 2022, this
property will contribute $438,000 of base rent.
(cid:2) entered into an agreement to sell four restaurant properties in Pennsylvania for a sales price of $10.0
million and anticipate this transaction will be completed in April 2022. These properties generated
$525,000 of rental income, net, and incurred operating expenses of $100,000 (including depreciation and
amortization expense of $59,000) and mortgage interest expense of $116,000 in 2021. We anticipate that
we will recognize a $4.7 million gain from this sale in the quarter ending June 30, 2022.
(cid:2) in connection with the expiration of the lease in February 2022, re-leased our industrial property in
Pittston, Pennsylvania to The Lion Brewery for 20-years for an annual base rent of $1.4 million through
February 2023, and increasing 3% annually thereafter.
(cid:2) collected $189,000, or 99.8%, of the deferred rent that was due and payable in January and February 2022.
Our Business Objective
Our business objective is to increase stockholder value by:
(cid:2) identifying opportunistic and strategic property acquisitions consistent with our portfolio and our
acquisition strategies;
(cid:2) monitoring and maintaining our portfolio, and as appropriate, working with tenants to facilitate the
continuation or expansion of their tenancies;
(cid:2) managing our portfolio effectively, including opportunistic and strategic property sales; and
(cid:2) obtaining mortgage indebtedness (including refinancings) on favorable terms, ensuring that the cash flow
generated by a property exceeds the debt service thereon and maintaining access to capital to finance
property acquisitions.
4
Acquisition Strategies
We seek to acquire properties throughout the United States that have locations, demographics and other
investment attributes that we believe to be attractive. We believe that long-term leases provide a predictable
income stream over the term of the lease, making fluctuations in market rental rates and in real estate values less
significant to achieving our overall investment objectives. Our primary objective is to acquire single-tenant
properties that are subject to long-term net leases that include periodic contractual rental increases or rent
increases based on increases in the consumer price index. Periodic contractual rental increases provide reliable
increases in future rent payments and rent increases based on the consumer price index provide protection against
inflation. Historically, long-term leases have made it easier for us to obtain longer-term, fixed-rate mortgage
financing with principal amortization, thereby moderating the interest rate risk associated with financing or
refinancing our property portfolio and reducing the outstanding principal balance over time. We have, however,
acquired properties, and may continue to acquire properties, that are subject to short-term leases when we believe
that such properties represent a favorable opportunity for generating additional income from its re-lease or has
significant residual value. Although the acquisition of single-tenant properties subject to net leases is the focus of
our investment strategy, we also consider investments in, among other things, (i) properties that can be
re-positioned or re-developed, (ii) community shopping centers anchored by national or regional tenants and
(iii) properties ground leased to operators of multi-family properties.
Generally, we hold the properties we acquire for an extended period of time. Our investment criteria are
intended to identify properties from which increased asset value and overall return can be realized from an
extended period of ownership. Although our investment criteria favor an extended period of ownership, we will
dispose of a property if we regard the disposition of the property as an opportunity to realize the overall value of
the property sooner or to avoid future risks by achieving a determinable return from the property.
Historically, a significant portion of our portfolio generated rental income from retail properties. We are
sensitive to the risks facing the retail industry and over the past several years have been addressing our exposure
thereto by focusing on acquiring industrial properties and properties that, among other things, capitalize on e-
commerce activities – since September 2016, we have not acquired any retail properties, and have sold 16 retail
properties. As a result of the focus on industrial properties and the sale of retail properties, retail properties
generated 30.2%, 32.9%, 35.2%, 41.9% and 43.7%, of rental income, net, in 2021, 2020, 2019, 2018 and 2017,
respectively, and industrial properties generated 57.0%, 55.4%, 48.7%, 40.1% and 35.1%, of rental income, net,
in 2021, 2020, 2019, 2018 and 2017, respectively.
We identify properties through the network of contacts of our senior management and our affiliates, which
contacts include real estate brokers, private equity firms, banks and law firms. In addition, we attend industry
conferences and engage in direct solicitations.
Our charter documents do not limit the number of properties in which we may invest, the amount or
percentage of our assets that may be invested in any specific property or property type, or the concentration of
investments in any region in the United States. We do not intend to acquire properties located outside of the
United States. We will continue to form entities to acquire interests in real properties, either alone or with other
investors, and we may acquire interests in joint ventures or other entities that own real property.
It is our policy, and the policy of our affiliated entities (as described below), that any investment opportunity
presented to us or to any of our affiliated entities that involves the acquisition of a net leased property, a ground
lease (other than a ground lease of a multi-family property) or a community shopping center, will first be offered
to us and may not be pursued by any of our affiliated entities unless we decline the opportunity. Further, to the
extent our affiliates are unable or unwilling to pursue an acquisition of a multi-family property (including a
ground lease of a multi-family property), we may pursue such transaction if it meets our investment objectives.
Our affiliated entities include Gould Investors L.P., a master limited partnership involved primarily in the
ownership and operation of a diversified portfolio of real estate assets, BRT Apartments Corp., a NYSE listed
multi-family REIT and Majestic Property Management Corp., a property management company, which is
wholly-owned by Fredric H. Gould, our vice chairman.
Investment Evaluation
In evaluating potential investments, we consider, among other criteria, the following:
(cid:2) the current and projected cash flow of the property;
5
(cid:2) the estimated return on equity to us;
(cid:2) an evaluation of the property and improvements, given its location and use;
(cid:2) alternate uses or tenants for the property;
(cid:2) local demographics (population and rental trends);
(cid:2) the purpose for which the property is used (e.g., industrial, retail, theater and health and fitness)
(cid:2) the terms of tenant leases, including co-tenancy provisions and the relationship between current rents and
market rents;
(cid:2) the potential to finance or refinance the property;
(cid:2) an evaluation of the credit quality of the tenant;
(cid:2) the projected residual value of the property;
(cid:2) the ability of a tenant, if a net leased property, or major tenants, if a multi-tenant property, to meet
operational needs and lease obligations;
(cid:2) potential for income and capital appreciation;
(cid:2) occupancy of and demand for similar properties in the market area; and
(cid:2) the ability of a tenant and the related property to weather the challenges presented by the pandemic, other
similar events and any related economic dislocations.
Typical Property Attributes
As of December 31, 2021, the properties in our portfolio have the following attributes:
(cid:2) Net leases. Most of our leases are net leases under which the tenant is typically responsible for real estate
taxes, insurance and ordinary maintenance and repairs. We believe that investments in net leased
properties offer reasonably predictable returns.
(cid:2) Long-term leases. Many of our leases are long-term leases. The weighted average remaining term of our
leases is 6.0 year, 5.6 years and 6.6 years at December 31, 2021, 2020 and 2019, respectively. Leases
representing approximately 38.3%, 40.8% and 20.9% of our 2022 contractual rental income expire
between 2022 and 2026, 2027 and 2030, and 2031 and thereafter, respectively.
(cid:2) Scheduled rent increases. Leases representing approximately 76.4% of our 2022 contractual rental
income provide for either periodic contractual rent increases or a rent increase based on the consumer
price index.
Our Tenants
The following table sets forth information about the diversification of our tenants by industry sector as of
December 31, 2021:
Type of Property
Industrial
Retail—General
Retail—Furniture
Restaurant
Health & Fitness
Retail—Office Supply(2)
Theater
Other
Number of Number of
Percentage of
Properties Rental Income(1)
49 $ 39,476,238
11,799,104
28
4,789,984
14
3,382,564
14
3,238,489
3
2,085,527
5
1,899,760
2
1,669,922
3
118 $ 68,341,588
2022 Contractual 2022 Contractual
Rental Income
57.8
17.3
7.0
4.9
4.7
3.1
2.8
2.4
100.0
Tenants
56
51
3
10
1
1
1
3
126
6
(1) Our 2022 contractual rental income represents, after giving effect to any abatements, concessions, deferrals
or adjustments, the base rent payable to us in 2022 under leases in effect at December 31, 2021, including an
aggregate of $541,000 representing twelve months of the base rent payable to us in 2022 from four
restaurant properties in Pennsylvania which are anticipated to be sold in April 2022. Excluded from 2022
contractual rental income is an aggregate of $6.6 million comprised of: (i) $1.6 million representing our
share of the base rent payable in 2022 to our joint ventures, (ii) subject to the property generating specified
levels of positive operating cash flow, $1.3 million of estimated variable lease payments from The Vue, a
multi-family complex which ground leases the underlying land from us and as to which there is uncertainty
as to when and whether the tenant will resume paying rent, (iii) $966,000 of COVID-19 rent deferral
repayments due from Regal Cinemas, a tenant at two properties, which was not accrued to rental income,
(iv) $801,000 of contractual base rent payable in 2022 pursuant to the 20-year lease entered into with respect
to our Pittston, Pennsylvania industrial property, (v) approximately $754,000 of amortization of intangibles
and approximately $640,000 of straight-line rent, (vi) approximately $438,000 of contractual base rent
payable in 2022 from a property in Fort Myers, Florida which we acquired in January 2022, (vii)
approximately $335,000 of contractual base rent payable through June 2022 from a property in Columbus,
Ohio which the Company anticipates selling in April 2022 and (viii) $161,000 of COVID-19 rent deferral
repayments accrued to rental income in 2020, of which $28,000 was paid by February 28, 2022.
(2) Includes five properties which are net leased to Office Depot pursuant to five separate leases. Four of the
Office Depot leases contain cross-default provisions.
Many of our tenants (including franchisees of national chains) operate on a national basis including, among
others, Advanced Auto, Applebees, Burlington Coat Factory, CVS, Famous Footwear, FedEx, Ferguson
Enterprises, LA Fitness, Marshalls, NARDA Holdings, Inc., Northern Tool, Office Depot, PetSmart, Regal
Cinemas, Ross Stores, Shutterfly, TGI Friday’s, The Toro Company, and Walgreens, and some of our tenants
operate on a regional basis, including Havertys Furniture and Giant Food Stores.
Our Leases
Most of our leases are net leases under which the tenant, in addition to its rental obligation, typically is
responsible, directly or indirectly for expenses attributable to the operation of the property, such as real estate
taxes and assessments, insurance and ordinary maintenance and repairs. The tenant is also generally responsible
for maintaining the property and for restoration following a casualty or partial condemnation. The tenant is
typically obligated to indemnify us for claims arising from the property and is responsible for maintaining
insurance coverage for the property it leases and naming us an additional insured. Under some net leases, we are
responsible for structural repairs, including foundation and slab, roof repair or replacement and restoration
following a casualty event, and at several properties we are responsible for certain expenses related to the
operation and maintenance of the property.
Many of our leases provide for contractual rent increases periodically throughout the term of the lease or for
rent increases pursuant to a formula based on the consumer price index. Some leases provide for minimum rents
supplemented by additional payments based on sales derived from the property subject to the lease (i.e.,
percentage rent). Percentage rent contributed $70,000, $45,000 and $43,000 of rental income in 2021, 2020 and
2019, respectively.
Generally, our strategy is to acquire properties that are subject to existing long-term leases or to enter into
long-term leases with our tenants. Our leases generally provide the tenant with one or more renewal options.
7
The following table sets forth scheduled expirations of leases at our properties as of December 31, 2021:
Year of Lease Expiration(1)
2022
2023
2024
2025
2026
2027
2028
2029
2030
2031 and thereafter
Number of
Expiring
Leases
Percentage of
Approximate
Square
Footage
Subject to
Expiring
Leases(2)
591,829 $
2022 Contractual 2022 Contractual
Rental Income Rental Income
Under Expiring Represented by
Expiring Leases
1.7
14.6
7.9
7.4
6.7
18.2
8.4
8.7
5.5
20.9
100.0
Leases
1,161,371
10,003,792
5,416,090
5,054,234
4,592,803
12,440,870
5,735,729
5,940,289
3,787,803
14,208,607
165 10,414,062 $ 68,341,588
1,408,951
802,919
521,249
792,030
1,848,912
1,079,647
1,202,121
225,326
1,941,078
10
26
22
14
14
24
12
7
7
29
(1) Lease expirations do not give effect to the exercise of existing renewal options.
(2) Excludes an aggregate of 79,107 square feet of vacant space.
Financing, Re-Renting and Disposition of Our Properties
Our credit facility provides us with a source of funds that may be used to acquire properties, payoff existing
mortgages, and to a more limited extent, invest in joint ventures, improve properties and for working capital
purposes. Net proceeds received from the sale, financing or refinancing of properties are required to be used to
repay amounts outstanding under our facility. See “Item 7. Management’s Discussion and Analysis of Financial
Condition and Results of Operations—Liquidity and Capital Resources—Credit Facility”.
We mortgage specific properties on a non-recourse basis, subject to standard carve-outs to enhance the
return on our investment in a specific property. The proceeds of mortgage loans are first applied to reduce
indebtedness on our credit facility and the balance may be used for other general purposes, including property
acquisitions, investments in joint ventures or other entities that own real property, and working capital.
With respect to properties we acquire on a free and clear basis, we usually seek to obtain long-term
fixed-rate mortgage financing, when available at acceptable terms, shortly after the acquisition of such property
to avoid the risk of movement of interest rates and fluctuating supply and demand in the mortgage markets. We
also will acquire a property that is subject to (and will assume) a fixed-rate mortgage. Substantially all of our
mortgages provide for amortization of part of the principal balance during the term, thereby reducing the
refinancing risk at maturity. Some of our properties may be financed on a cross-defaulted or cross-collateralized
basis, and we may collateralize a single financing with more than one property.
After termination or expiration of any lease relating to any of our properties, we will seek to re-rent or sell
such property in a manner that will maximize the return to us, considering, among other factors, the income
potential and market value of such property. We acquire properties for long-term investment for income purposes
and do not typically engage in the turnover of investments. We will consider the sale of a property if a sale
appears advantageous in view of our investment objectives. If there is a substantial tax gain, we may seek to
enter into a tax deferred transaction and reinvest the proceeds in another property. Cash realized from the sale of
properties, net of required payoffs of the related mortgage debt, if any, required paydowns of our credit facility,
and distributions to stockholders, is available for general working capital purposes and the acquisition of
additional properties.
8
Our Joint Ventures
As of December 31, 2021, we own a 50% equity interest in three joint ventures that own properties with
approximately 365,000 square feet of space. At December 31, 2021, our investment in these joint ventures was
approximately $10.2 million and the occupancy rate at these properties, based on square footage, was 59.1%. See
“Item 2. Properties-Properties Owned by Joint Ventures” for information about, among other things, the
occupancy rate at our joint venture properties.
Based on the leases in effect at December 31, 2021, we anticipate that our share of the base rent payable in
2022 to our joint ventures is approximately $1.6 million (excluding our $121,000 share of the COVID-19 rent
deferral payments payable by Regal Cinemas, at our multi-tenant community shopping center in Manahawkin,
New Jersey). Our property in Manahawkin, New Jersey, which we refer to as the “Manahawkin Property”, is
expected to contribute 85.3% of the aggregate base rent payable by all of our joint ventures in 2022. Base rent
for leases accounting for 2.5%, 43.5% and 54.0% of the aggregate base rent payable to all of our joint ventures in
2022, is payable pursuant to leases expiring from 2022 to 2023, from 2024 to 2025, and thereafter, respectively.
See “Item 1A, Risk Factors” and “Item 7. Management’s Discussion and Analysis of Financial Condition and
Results of Operations” for information regarding our Manahawkin, New Jersey joint venture.
Competition
The U.S. commercial real estate investment market is highly competitive. We compete with many entities
engaged in the acquisition, development and operation of commercial properties. As such, we compete with other
investors for a limited supply of properties and financing for these properties. Competitors include traded and
non-traded public REITs, private equity firms, institutional investment funds, insurance companies and private
individuals, many of which have greater financial and other resources than we have and the ability or willingness
to accept more risk than we believe appropriate. There can be no assurance that we will be able to compete
successfully with such entities in our acquisition, development and leasing activities in the future.
Regulation
Environmental
Investments in real property create the potential for environmental liability on the part of the owner or
operator of such real property. If hazardous substances are discovered on or emanating from a property, the
owner or operator of the property may be held strictly liable for all costs and liabilities relating to such hazardous
substances. We have obtained a Phase I environmental study (which involves inspection without soil sampling or
ground water analysis) conducted by independent environmental consultants on each of our properties and, in
certain instances, have conducted additional investigations.
We do not believe that there are hazardous substances existing on our properties that would have a material
adverse effect on our business, financial position or results of operations. We do not carry insurance coverage for
the types of environmental risks described above.
We believe that we are in compliance, in all material respects, with all federal, state and local ordinances and
regulations regarding hazardous or toxic substances. Furthermore, we have not been notified by any
governmental authority of any noncompliance, liability or other claim in connection with any of our properties,
that we believe would have a material adverse effect on our business, financial position or results of operations.
Americans with Disabilities Act of 1990
Our properties are required to comply with the Americans with Disabilities Act of 1990 and similar state and
local laws and regulations (collectively, the “ADA”). The primary responsibility for complying with the ADA,
(i.e., either us or our tenant) generally depends on the applicable lease, but we may incur costs if the tenant is
responsible and does not comply. As of December 31, 2021, we have not been notified by any governmental
authority, nor are we otherwise aware, of any non-compliance with the ADA that we believe would have a
material adverse effect on our business, financial position or results of operations.
9
Other Regulations
State and local governmental authorities regulate the use of our properties. While many of our leases
mandate that the tenant is primarily responsibe for complying with such regulations, the tenant’s failure to
comply could result in the imposition of fines or awards of damages on us, as the property owner, or restrictions
on the ability to conduct business on such properties.
Human Capital Resources
As of December 31, 2021, we had nine full-time employees (including five full-time executive officers),
who devote substantially all of their business time to our activities. In addition, certain (i) executive,
administrative, legal, accounting, clerical, property management, property acquisition, consulting (i.e., sale,
leasing, brokerage, and mortgage financing), and construction supervisory services, which we refer to
collectively as the “Services”, and (ii) facilities and other resources, are provided pursuant to a compensation and
services agreement between us and Majestic Property Management Corp. Majestic Property is wholly owned by
our vice chairman of the board and it provides compensation to certain of our executive officers.
In 2021, pursuant to the compensation and services agreement, we paid Majestic Property approximately
$3.1 million for the Services plus $295,000 for our share of all direct office expenses, including rent, telephone,
postage, computer services, internet usage and supplies. Included in the $3.1 million is $1.4 million for property
management services—the amount for the property management services is based on 1.5% and 2.0% of the
rental payments (including tenant reimbursements) actually received by us from net lease tenants and operating
lease tenants, respectively. We do not pay Majestic Property with respect to properties managed by third parties.
Based on our portfolio of properties at December 31, 2021, we estimate that the property management fee in
2022 will be approximately $1.3 million. See Notes 10 and 12 to our consolidated financial statements for
information about the amounts paid to Majestic Property for the Services and equity awards to individuals
performing Services.
We provide a competitive benefits program to help meet the needs of our employees. In addition to salaries,
the program includes annual cash bonuses, stock awards, contributions to a pension plan, healthcare and
insurance benefits, health savings accounts, paid time off, family leave and an education benefit. Employees are
offered great flexibility to meet personal and family needs and regular opportunities to participate in professional
development programs. Most of our employees have a long tenure with us, which we believe is indicative of our
employees’ satisfaction with the work environment we provide.
We maintain a work environment that is free from discrimination or harassment on the basis of color, race,
sex, national origin, ethnicity, religion, age, disability, sexual orientation, gender identification or expression or
any other status protected by applicable law, and our employees are compensated without regard to any of the
foregoing.
10
Information About Our Executive Officers
Set forth below is a list of our executive officers whose terms expire at our 2022 annual board of directors’
meeting. The business history of our executive officers, who are also directors, will be provided in our proxy
statement to be filed pursuant to Regulation 14A not later than May 2, 2022.
NAME
Matthew J. Gould*
Fredric H. Gould*
Patrick J. Callan, Jr.
Lawrence G. Ricketts, Jr.
Jeffrey A. Gould*
David W. Kalish**
Mark H. Lundy
Israel Rosenzweig
Karen Dunleavy
Alysa Block
Richard M. Figueroa
Isaac Kalish**
Justin Clair
AGE
62
86
59
45
56
74
59
74
63
61
54
46
39
POSITION WITH THE COMPANY
Chairman of the Board
Vice Chairman of the Board
President, Chief Executive Officer and Director
Executive Vice President and Chief Operating Officer
Senior Vice President and Director
Senior Vice President and Chief Financial Officer
Senior Vice President
Senior Vice President
Senior Vice President, Financial
Treasurer
Senior Vice President
Vice President and Assistant Treasurer
Senior Vice President — Acquisitions
* Matthew J. Gould and Jeffrey A. Gould are Fredric H. Gould’s sons.
**
Isaac Kalish is David W. Kalish’s son.
Lawrence G. Ricketts, Jr. Mr. Ricketts has been our Chief Operating Officer since 2008, Vice President
from 1999 through 2006 and Executive Vice President since 2006.
David W. Kalish. Mr. Kalish has served as our Senior Vice President and Chief Financial Officer since
1990 and as Senior Vice President, Finance of BRT Apartments Corp. since 1998. Since 1990, he has served as
Vice President and Chief Financial Officer of the managing general partner of Gould Investors L.P. Mr. Kalish is
a certified public accountant.
Mark H. Lundy. Mr. Lundy has served as our Vice President since 2000 and as our Senior Vice President
since 2006. Mr. Lundy has been a Vice President of BRT Apartments Corp. from 1993 to 2006, its Senior Vice
President since 2006, a Vice President of the managing general partner of Gould Investors from 1990 through
2012 and its President and Chief Operating Officer since 2013. He is an attorney admitted to practice in New
York and the District of Columbia.
Israel Rosenzweig. Mr. Rosenzweig has served as our Senior Vice President since 1997, as Chairman of
the Board of Directors of BRT Apartments Corp. since 2013, as Vice Chairman of its Board of Directors from
2012 through 2013, and as its Senior Vice President from 1998 through 2012. He has been a Vice President of
the managing general partner of Gould Investors since 1997.
Karen Dunleavy. Ms. Dunleavy has served as our Senior Vice President, Financial since 2019, as our Vice
President, Financial from 1994 through 2019, and as Treasurer of the managing general partner of Gould
Investors from 1986 through 2013. Ms. Dunleavy is a certified public accountant.
Alysa Block. Ms. Block has been our Treasurer since 2007, and served as Assistant Treasurer from 1997 to
2007. Ms. Block has also served as the Treasurer of BRT Apartments Corp. from 2008 through 2013, and served
as its Assistant Treasurer from 1997 to 2008.
Richard M. Figueroa. Mr. Figueroa has served as our Senior Vice President since 2019, as Vice President
from 2001 through 2019, as Vice President of BRT Apartments Corp. from 2002 through 2019 and as Vice
President of the managing general partner of Gould Investors since 1999. Mr. Figueroa is an attorney admitted to
practice in New York.
Isaac Kalish. Mr. Kalish has served as our Vice President since 2013, Assistant Treasurer since 2007, as
Assistant Treasurer of the managing general partner of Gould Investors from 2012 through 2013, as Treasurer
from 2013, as Vice President and Treasurer of BRT Apartments Corp. since 2013, and as its Assistant Treasurer
from 2009 through 2013. Mr. Kalish is a certified public accountant.
Justin Clair. Mr. Clair has been employed by us since 2006, served as Assistant Vice President from 2010
through 2014, as Vice President from 2014 through 2019, and as Senior Vice President - Acquisitions, since
2019.
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Item 1A. Risk Factors.
Set forth below is a discussion of certain risks affecting our business. The categorization of risks set forth
below is meant to help you better understand the risks facing our business and is not intended to limit your
consideration of the possible effects of these risks to the listed categories. Any impacts from the realization of any
of the risks discussed, including our financial condition and results of operations, may, and likely will, adversely
affect many aspects of our business. In addition to the other information contained or incorporated by reference
in this Form 10-K, readers should carefully consider the following risk factors:
Risks Related to the COVID-19 Pandemic
The COVID-19 pandemic and the governmental and non-governmental responses thereto have adversely
impacted, and may in the future, adversely impact our business, income, cash flow, results of operations,
financial condition, liquidity, prospects, ability to service our debt obligations, or our ability to pay cash
dividends to our stockholders.
Our ability to lease our properties and collect rental revenues and expense reimbursements, and the ability of
our tenants to fulfill their obligations to us, is dependent in part upon national, regional and local economic
conditions. The pandemic and the measures taken to combat it caused significant economic and other
dislocations. As a result, many of our tenants (and in particular, theater, health and fitness, restaurant and retail
tenants), experienced severe financial distress and, in 2020 and early 2021, obtained rent relief from us.
At December 31, 2021, $1.8 million of deferred rent is owed by four tenants at six properties (including our
$182,000 share of deferred rent from Regal Cinemas, a tenant at our Manahawkin, New Jersey property).
Approximately 69.2% and 30.8% of such deferred rent is due in 2022 and 2023, respectively. Two tenants
account for $1.8 million, or 99.1%, of such deferred rent (i.e., Regal Cinemas, $1.6 million, and LA Fitness,
$157,000). The failure of the tenants to pay deferred rent will adversely impact our cash flow, net income,
liquidity and ability to pay dividends.
The seesaw nature of the pandemic and its impact on the economy and financial markets present material
risks and uncertainties. We are unable to predict the ultimate impact that the pandemic and the related
dislocations will have on our business, financial condition, results of operation and cash flows, which will
depend largely on various factors outside of our control. The pandemic and the related dislocations may result
in, and in some cases has resulted in, among other things, (i) tenants being unable to satisfy their obligations to us
(including obligations under deferral arrangements or extended leases) and as a result, may seek additional rent
relief, may choose not to renew their leases or only renew on terms less favorable to us, (ii) adversely effect
tenants that to date have not been so impacted, (iii) our rent collections at challenged properties may be
insufficient, without an accommodation from the mortgage lender, to pay our debt service obligations with
respect to such properties, (iv) the mortgage lenders for challenged properties being unwilling or unable to allow
for accommodations or further accommodations with respect to our debt service obligations at such properties,
(v) an acceleration of the trend toward e-commerce at the expense of the “bricks and mortar” commerce in which
we have a significant presence, (vi) it being more difficult to obtain equity and debt financing, (vii) the
abandonment or further delay of our re-development of the Manahawkin Property and (viii) it being more
difficult to acquire properties to grow our business and dispose of underperforming assets. Our business,
income, cash flow, results of operations, financial condition, liquidity, prospects, ability to service our debt, and
ability to pay cash dividends to our stockholders, will be adversely effected upon the occurrence of any one or
more of the foregoing.
Risks Related to Our Business
If we are unable to re-rent properties upon the expiration of our leases or if our tenants default or seek
bankruptcy protection, our rental income will be reduced and we would incur additional costs.
Substantially all of our rental income is derived from rent paid by our tenants. From 2023 through 2025,
leases with respect to 62 tenants that account for 29.9% of our 2022 contractual rental income, expire, including
leases with seven tenants (i.e., City of New York, Shutterfly, Burlington Coat Factory, LA Fitness, Power
12
Distributors, Dufresne Spencer Group, and FedEx) at seven properties that account for 9.2% of 2022 contractual
rental income. From 2026 through 2027, leases with respect to 38 tenants that account for 24.9% of our 2022
contractual rental income, expire. If our tenants, and in particular, our significant tenants, (i) do not renew their
leases upon the expiration of same, (ii) default on their obligations or (iii) seek rent relief, lease renegotiation or
other accommodations, our revenues could decline and, in certain cases, co-tenancy provisions (i.e., a tenant’s
right to reduce their rent or terminate their lease if certain key tenants vacate a property) may be triggered
possibly allowing other tenants at the same property to reduce their rental payments or terminate their leases. At
the same time, we would remain responsible for the payment of the mortgage obligations with respect to the
related properties and would become responsible for the operating expenses related to these properties, including,
among other things, real estate taxes, maintenance and insurance. In addition, we may incur expenses in
enforcing our rights as landlord. Even if we find replacement tenants or renegotiate leases with current tenants,
the terms of the new or renegotiated leases, including the cost of required renovations or concessions to tenants,
or the expense of the reconfiguration of a tenant’s space, may be less favorable than current lease terms and
could reduce the amount of cash available to meet expenses and pay dividends. If tenants facing financial
difficulties default on their obligation to pay rent or do not renew their leases at lease expiration, our results of
operations, cash flow and financial condition may be adversely affected.
Traditional retail tenants account for 27.4% of our 2022 contractual rental income and the competition that
such tenants face from e-commerce retail sales could adversely affect our business.
Approximately 27.4% of our 2022 contractual rental income is derived from retail tenants, including 7.0%
from tenants engaged in selling furniture (i.e., Havertys Furniture accounts for 6.1% of 2022 contractual rental
income) and 3.1% from a tenant engaged in selling office supplies (i.e., Office Depot, a tenant at five properties,
of which one property is currently closed but for which the tenant continues to pay rent). Because e-commerce
retailers may be able to provide customers with better pricing and the ease, comfort and safety of shopping from
their home or office, our retail tenants face increasing competition from e-commerce retailers, which competition
may continue to accelerate as a result of the pandemic. The accelerating growth of e-commerce sales decreases
the need for traditional retail outlets and reduce retailers’ space and property requirements. This adversely
impacts our ability to rent space at our retail properties and increases competition for retail tenants thereby
reducing the rent we would receive at these properties and adversely affect our results of operations, cash flow
and financial condition.
Approximately 24.5% of our 2022 contractual rental income is derived from five tenants. The default,
financial distress or failure of any of these tenants, or such tenant’s determination not to renew or extend
their lease, could significantly reduce our revenues.
Havertys Furniture, FedEx, LA Fitness, Northern Tool and NARDA Holdings, Inc. account for
approximately 6.1%, 5.2%, 4.7%, 4.4% and 4.1%, respectively, of our 2022 contractual rental income. The
default, financial distress or bankruptcy of any of these or other significant tenants or such tenant’s determination
not to renew or extend their lease, could significantly reduce our revenues, would cause interruptions in the
receipt of, or the loss of, a significant amount of rental income and would require us to pay operating expenses
(including real estate taxes) currently paid by the tenant. This could also result in the vacancy of the property or
properties occupied by the defaulting or non-renewing tenant, which would significantly reduce our rental
revenues and net income until the re-rental of the property or properties and could decrease the ultimate sale
value of the property.
Write-offs of unbilled rent receivables and intangible lease assets will reduce our net income, total assets and
stockholders’ equity and may result in breaches of financial covenants under our credit facility.
At December 31, 2021, the aggregate of our unbilled rent receivable and intangible lease assets is $35.0
million (including $20.7 million of intangible lease assets); five tenants (i.e., Northern Tools, FedEx, Famous
Footwear, Applebees and LA Fitness) account for 35.9% of such sum. We are required to assess the
collectability of our unbilled rent receivables and the remaining useful lives of our intangible lease assets. Such
assessments take into consideration, among other things, a tenant’s payment history, financial condition, and the
likelihood of collectability of future rent. If we determine that the collectability of a tenant’s unbilled rent
receivable is not probable or that the useful life of a tenant’s intangible lease asset has changed, write-offs would
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be required. Such write-offs result in a reduction of our net income, total assets and stockholders’ equity and in
certain circumstances may result in the breach of our financial covenants under the credit facility.
The concentration of our properties in certain states may make our revenues and the value of our portfolio
vulnerable to adverse changes in local economic conditions.
Some of the properties we own are located in the same or a limited number of geographic regions.
Approximately 55.5% of our 2022 contractual rental income is derived from properties located in eight states—
South Carolina (9.7%), New York (9.5%), Texas (7.8%), Pennsylvania (6.7%), Georgia (5.7%), North Carolina
(5.7%), New Jersey (5.2%) and Maryland (5.2%). As a result, a decline in the economic conditions in these
states or in regions where our properties may be concentrated in the future, may have an adverse effect on the
rental and occupancy rates for, and the property values of, these properties, which could lead to a reduction of
our rental income and/or impairment charges.
Our portfolio of properties is concentrated in the industrial and retail real estate sectors, and our business
would be adversely affected by an economic downturn in either of such sectors.
Approximately 57.8% and 27.4% of our 2022 contractual rental income is derived from industrial and retail
tenants, respectively, and we are vulnerable to economic declines that negatively impact these sectors of the
economy, which could have an adverse effect on our results of operations, liquidity and financial condition.
Declines in the value of our properties could result in impairment charges.
If we are presented with indicators of impairment in the value of a particular property or group of properties,
we will be required to perform an impairment analysis for such property or properties. If we determine that any
of our properties at which indicators of impairment exist have undiscounted cash flows below the net book value
of such property, we will be required to recognize an impairment charge for the difference between the fair value
and the book value during the quarter in which we make such determination. Any impairment charge would
reduce our net income and stockholder’s equity.
Our ability to fully control the maintenance of our net-leased properties may be limited.
The tenants of our net-leased properties are responsible for maintenance and other day-to-day management
of the properties. If a property is not adequately maintained in accordance with the terms of the applicable lease,
we may incur expenses for deferred maintenance or other liabilities once the property is no longer leased. While
we visit our properties on an intermittent basis, these visits are not comprehensive inspections and deferred
maintenance items may go unnoticed. While our leases generally provide for recourse against the tenant in these
instances, a bankrupt or financially-troubled tenant may be more likely to defer maintenance, and it may be more
difficult to enforce remedies against such a tenant.
A significant portion of our leases are long-term and do not have fair market rental rate adjustments, which
could negatively impact our income and reduce the amount of funds available to make distributions to
stockholders.
A significant portion of our rental income comes from long-term net leases. There is an increased risk with
long-term leases that the contractual rental increases in future years will fail to result in fair market rental rates
during those years. If we do not accurately judge the potential for increases in market rental rates when
negotiating these long-term leases or if we are unable to obtain any increases in rental rates over the terms of our
leases, significant increases in future property operating costs, to the extent not covered under the net leases,
could result in us receiving less than fair value from these leases. As a result, our income and distributions to our
stockholders could be lower than they would otherwise be if we did not engage in long-term net leases. In
addition, increases in interest rates may also negatively impact the value of our properties that are subject to
long-term leases. While a significant number of our net leases provide for annual escalations in the rental rate,
the increase in interest rates may outpace the annual escalations.
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The pursuit of a re-development of a multi-tenant community shopping center located in Manahawkin, New
Jersey owned by a joint venture may be unsuccessful or fail to meet our expectations.
A joint venture in which we are a 50% partner has been pursuing, since 2018, a re-development of the
Manahawkin Property, a multi-tenant community shopping center located in Manahawkin, New Jersey. As a
result of the related decrease in occupancy (i.e., an occupancy rate of 53.2% at December 31, 2021), the income
and cash flow from this property is significantly lower than it was several years ago.
This re-development project may be unsuccessful or fail to meet our expectations due to a variety of risks
and uncertainties including:
(cid:2) whether and when anchor or significant tenants, such as Regal Cinemas, in light of the challenges
presented by the pandemic, will continue paying rent and deferred rent,
(cid:2) co-tenancy clauses that permit certain significant tenants to terminate their lease or otherwise reduce their
rent obligations could be triggered if certain significant tenants vacate, cease paying rent or otherwise
cease operations,
(cid:2) current tenants that have informally agreed to participate in the re-development may abandon the project,
(cid:2) the joint venture’s inability to obtain, on acceptable terms, the financing needed to implement the re-
development,
(cid:2) the joint venture’s inability to obtain all necessary zoning and other required governmental permits and
authorizations on a timely basis,
(cid:2) occupancy rates and rents at the re-developed property may not meet the expected levels and could be
insufficient to make the property profitable,
(cid:2) the inability to complete the project on schedule, or at all, as a result of factors, many of which are beyond
the joint venture’s control, including the pandemic, weather, labor conditions and material shortages,
(cid:2) increasing materials and labor costs,
(cid:2) delays in the delivery of construction materials,
(cid:2) development and construction costs of the project may exceed the joint venture’s estimates,
(cid:2) we or our joint venture partner may not have sufficient resources to fund the project, and
(cid:2) fluctuations in local and regional economic conditions due to the time lag between commencement and
completion of the project.
If this re-development is abandoned, further delayed or otherwise unsuccessful we may may be (i) required
to take an impairment charge, including a write-off of capitalized soft costs of $571,000 related to the re-
development and (ii) adversely affected. See “Item 2. Properties” and “Item 7. Management’s Discussion and
Analysis of Financial Condition and Results of Operations – Re-development of the Manahawkin Property” for
further information about the Manahawkin Property.
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Risks Related to Our Financing Activities, Indebtedness and Capital Resources
If we are unable to refinance our mortgage loans at maturity, we may be forced to sell properties at
disadvantageous terms, which would result in the loss of revenues and in a decline in the value of our
portfolio.
We had, as of December 31, 2021, $399.7 million in mortgage debt outstanding (all of which is non-recourse
subject to standard carve-outs) and our debt is 35.8% of our total market capitalization. The risks associated with
our mortgage debt, include the risks that cash flow from properties securing the indebtedness and our available
cash and cash equivalents will be insufficient to meet required payments of principal and interest.
Generally, only a portion of the principal of our mortgage indebtedness will be repaid prior to or at maturity
and we do not plan to retain sufficient cash to repay such indebtedness at maturity. Accordingly, to meet these
obligations if they cannot be refinanced at maturity, we will have to use funds available under our credit facility,
if any, and our available cash and cash equivalents to pay our mortgage debt or seek to raise funds through the
financing of unencumbered properties, sale of properties or the issuance of additional equity. From 2022 through
2026, approximately $205.1 million of our mortgage debt matures—specifically, $44.8 million in 2022, $25.8
million in 2023, $62.6 million in 2024, $42.6 million in 2025 and $29.3 million in 2026. If we are unsuccessful
in refinancing or extending existing mortgage indebtedness or financing unencumbered properties, selling
properties on favorable terms or raising additional equity, our cash flow will be insufficient to repay all maturing
mortgage debt when payments become due, and we may be forced to dispose of properties on disadvantageous
terms or convey properties secured by mortgages to the mortgagees, which would lower our revenues and the
value of our portfolio.
We may find that the value of a property could be less than the mortgage secured by such property. We may
also have to decide whether we should refinance or pay off a mortgage on a property at which the mortgage
matures prior to lease expiration and the tenant may not renew the lease. In these types of situations, after
evaluating various factors, including among other things, the tenant’s competitive position in the applicable sub-
market, our and our tenant’s estimates of its prospects, consideration of alternative uses and opportunities to
re-purpose or re-let the property, we may seek to renegotiate the terms of the mortgage, or to the extent that the
loan is non-recourse and the terms of the mortgage cannot be satisfactorily renegotiated, forfeit the property by
conveying it to the mortgagee and writing off our investment.
If our credit facility is not renewed, interest rates increase or credit markets tighten, it may be more difficult
for us to secure financing, which may limit our ability to finance or refinance our real estate properties,
reduce the number of properties we can acquire, sell certain properties, and decrease our stock price.
Our credit facility expires December 31, 2022. Among other things, we depend on the facility to allow us to
acquire properties on an accelerated basis (hereby potentially making our offer to purchase a property more
attractive than offers from competitors), without the delays that may be associated with traditional mortgage
financing. We can provide no assurance that such facility will be renewed or that if renewed, that the terms
thereof will not be less favorable than the terms of the current facility. The members of our lending consortium
have agreed to merge with one another which, if completed, would reduce from four to two, the members of such
consortium. The remaining two members of the lending consortium may, in connection with a renewal of the
facility, be unwilling to maintain their current combined level of credit exposure to us and may reduce the
amount available to be borrowed under the renewed facility. If this facility is not renewed on terms at least as
favorable to us as currently in place, our liquidity and capital resource position may be adversely impacted.
Increases in interest rates or reduced access to credit markets may make it difficult for us to obtain financing,
refinance mortgage debt, limit the mortgage debt available on properties we wish to acquire and limit the
properties we can acquire. Even in the event that we are able to secure mortgage debt on, or otherwise finance
our real estate properties, due to increased costs associated with securing financing and other factors beyond our
control, we may be unable to refinance the entire outstanding loan balance or be subject to unfavorable terms
(such as higher loan fees, interest rates and periodic payments). In addition, an increase in interest rates could
decrease the amount third parties are willing to pay for our assets, thereby limiting our ability to reposition our
portfolio promptly in response to changes in economic or other conditions.
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Interest rates have become increasingly volatile and during the three years ended December 31, 2021, the
interest rate on the 10-year treasury notes ranged from 0.38% to 2.80%. At March 1, 2022, the interest rate on
such notes was 1.73%. If we are required to refinance mortgage debt that matures over the next several years at
higher interest rates than such mortgage debt currently bears, the funds available for dividends may be reduced.
The following table sets forth, as of December 31, 2021, the principal balance of the mortgage payments due at
maturity on our properties and the weighted average interest rate thereon (dollars in thousands):
Year
2022
2023
2024
2025
2026
2027 and thereafter
Principal
Balances
Due at
Maturity
$ 31,590
12,973
50,694
32,063
19,179
145,609
Weighted Average
Interest Rate
Percentage
3.92
4.31
4.42
4.32
3.88
4.08
We manage a substantial portion of our exposure to interest rate risk by accessing debt with staggered
maturities, obtaining fixed rate mortgage debt and by fixing the interest rate on variable rate debt through the use
of interest rate swap agreements. However, no amount of hedging activity can fully insulate us from the risks
associated with changes in interest rates. Swap agreements involve risk, including that counterparties may fail to
honor their obligations under these arrangements, and these arrangements have caused us to pay higher interest
rates on our debt obligations than would otherwise be the case. Failure to hedge effectively against interest rate
risk could adversely affect our results of operations and financial condition.
Because REIT stocks are often perceived as high-yield investments, investors may perceive less relative
benefit to owning REIT stocks as interest rates and the yield on government treasuries and other bonds increase.
Accordingly, the increase in interest rates over the past several months may reduce the amount investors are
willing to pay for our common stock.
If our borrowings increase, the risk of default on our repayment obligations and our debt service requirements
will also increase.
At December 31, 2021, we had $411.4 million of debt outstanding, including $399.7 million of mortgage
debt and $11.7 million of debt incurred pursuant to our credit facility. Increased leverage, whether pursuant to
our credit facility or mortgage debt, could result in increased risk of default on our payment obligations related to
borrowings and in an increase in debt service requirements, which could reduce our net income and the amount
of cash available to meet expenses and to pay dividends.
A breach of our credit facility could occur if a significant number of our tenants default or fail to renew
expiring leases, or we take impairment charges against our properties.
Our credit facility includes covenants that require us to maintain certain financial ratios and comply with
other requirements. If our tenants default under their leases or fail to renew expiring leases, generally accepted
accounting principles may require us to recognize impairment charges against our properties, and our financial
position could be adversely affected causing us to be in breach of the financial covenants contained in our credit
facility.
Failure to meet interest and other payment obligations under our revolving credit facility or a breach by us of
the covenants to maintain the financial ratios would place us in default under our credit facility, and, if the banks
called a default and required us to repay the full amount outstanding under the credit facility, we might be
required to rapidly dispose of our properties, which could have an adverse impact on the amounts we receive on
such disposition. If we are unable to dispose of our properties in a timely fashion to the satisfaction of the banks,
the banks could foreclose on that portion of our collateral pledged to the banks, which could result in the
disposition of our properties at below market values. The disposition of our properties at below our carrying
value would adversely affect our net income, reduce our stockholders’ equity and adversely affect our ability to
pay dividends.
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The phasing out of LIBOR may adversely affect our cash flow and financial results.
At December 31, 2021, our variable rate debt that bears interest at the one month LIBOR rate plus a
negotiated spread is in principal amount of $68.6 million (i.e., $56.9 million of mortgage debt and $11.7 million
of credit facility debt). We hedged our exposure to the fluctuating interest payments on this mortgage debt by
entering into interest rate swaps with the counterparties (or their affiliates) to such debt – these swaps effectively
fix our interest payments under the related debt. At December 31, 2021, we have 19 swaps with three separate
counterparties and an aggregate notional amount of $56.9 million. The fluctuating interest payments on the credit
facility debt are not hedged. The authority regulating LIBOR announced it intends to stop compelling banks to
submit rates for the calculation of LIBOR after June 2023 and it is possible that LIBOR will become unavailable
at an earlier date. Approximately $51.2 million of this mortgage debt and the related notional amount of interest
rate swaps mature after June 2023. Accordingly, there is uncertainty as to how the interest rate on this mortgage
debt, the related swaps and the credit facility debt will be determined when LIBOR is unavailable. Though these
agreements, and instruments provide for alternative methods of calculating the interest rate if LIBOR is
unavailable, such alternative rates may be unavailable (or the alternative rate provided for in the variable rate
mortgage debt may be inconsistent with the alternative rate provided for by the related swap), in which case we
may have to negotiate an alternative rate with the counterparties to such debt, the related swaps and the credit
facility debt - we can provide no assurance that we and our counterparties will be able to agree to alternative
rates. Even if alternative rates are available, the swaps may not effectively hedge our interest payment obligation
on this variable rate mortgage debt and may result in fluctuating interest payments with respect to such debt. Our
cash flow and financial results may be adversely affected if we are unable to arrange a mutually satisfactory
alternative rate to LIBOR for our variable rate mortgage debt and the credit facility debt. Further, the absence of
LIBOR or a generally acceptable alternative thereto may make it difficult to hedge our interest rate exposure on
variable rate mortgage debt that we incur in the future which in turn may make it more difficult to acquire
properties.
Certain of our net leases and our ground leases require us to pay property related expenses that are not the
obligations of our tenants.
Under the terms of substantially all of our net leases, in addition to satisfying their rent obligations, our
tenants are responsible for the payment of real estate taxes, insurance and ordinary maintenance and repairs.
However, under the provisions of certain net and ground leases, we are required to pay some expenses, such as
the costs of environmental liabilities, roof and structural repairs, insurance premiums, certain non-structural
repairs and maintenance. If our properties incur significant expenses that must be paid by us under the terms of
our leases, our business, financial condition and results of operations will be adversely affected and the amount
of cash available to meet expenses and pay dividends may be reduced.
Our failure to comply with our obligations under our mortgages may reduce our stockholders’ equity, and
adversely affect our net income and ability to pay dividends.
Several of our mortgages include covenants that require us to maintain certain financial ratios, including
various coverage ratios, and comply with other requirements. Failure to meet interest and other payment
obligations under these mortgages or a breach by us of the covenants to comply with certain financial ratios
would place us in non-compliance under such mortgages. If a mortgagee called a default and required us to repay
the full amount outstanding under such mortgage, we might be required to rapidly dispose of the property subject
to such mortgage which could have an adverse impact on the amounts we receive on such disposition. If we are
unable to satisfy the covenants of a mortgage, the mortgagee could exercise remedies available to it under the
applicable mortgage and as otherwise provided by law, including the possible appointment of a receiver to
manage the property, application of deposits or reserves maintained under the mortgage for payment of the debt,
or foreclose and/or cause the forced sale of the property or asset securing such debt. A foreclosure or other forced
disposition of our assets could result in the disposition of same at below the carrying value of such asset. The
disposition of our properties or assets at below our carrying value may adversely affect our net income, reduce
our stockholders’ equity and adversely affect our ability to pay dividends.
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Risks Related to Real Estate Investments
Our revenues and the value of our portfolio are affected by a number of factors that affect investments in
leased real estate generally.
We are subject to the general risks of investing in leased real estate. These include the non-performance of
lease obligations by tenants, leasehold improvements that will be costly or difficult to remove should it become
necessary to re-rent the leased space for other uses, covenants in certain retail leases that limit the types of
tenants to which available space can be rented (which may limit demand or reduce the rents realized on
re-renting), rights to terminate leases due to co-tenancy provisions, events of casualty or condemnation affecting
the leased space or the property or due to interruption of the tenant’s quiet enjoyment of the leased premises,
obligations of a landlord to restore the leased premises or the property following events of casualty or
condemnation, adverse changes in economic conditions and local conditions (e.g., changing demographics,
retailing trends and traffic patterns), declines in rental rates, changes in the supply and price of quality properties
and the market supply and demand of competing properties, the impact of environmental laws, security concerns,
prepayment penalties applicable under mortgage financings, changes in tax, zoning, building code, fire safety and
other laws and regulations, the type of insurance coverage available, and changes in the type, capacity and
sophistication of building systems. The occurrence of any of these events could adversely impact our results of
operations, liquidity and financial condition.
Real estate investments are relatively illiquid and their values may decline.
Real estate investments are relatively illiquid. Therefore, we will be limited in our ability to reconfigure our
real estate portfolio in response to economic changes. We may encounter difficulty in disposing of properties
when tenants vacate either at the expiration of the applicable lease or otherwise. If we decide to sell any of our
properties, our ability to sell these properties and the prices we receive on their sale may be affected by many
factors, including the number of potential buyers, the number of competing properties on the market and other
market conditions, as well as whether the property is leased and if it is leased, the terms of the lease. As a result,
we may be unable to sell our properties for an extended period of time without incurring a loss, which would
adversely affect our results of operations, liquidity and financial condition.
Uninsured and underinsured losses may affect the revenues generated by, the value of, and the return from a
property affected by a casualty or other claim.
Most of our tenants obtain, for our benefit, comprehensive insurance covering our properties in amounts that
are intended to be sufficient to provide for the replacement of the improvements at each property. However, the
amount of insurance coverage maintained for any property may be insufficient (i) to pay the full replacement cost
of the improvements at the property following a casualty event or (ii) if coverage is provided pursuant to a
blanket policy and the tenant’s other properties are subject to insurance claims. In addition, the rent loss coverage
under the policy may not extend for the full period of time that a tenant may be entitled to a rent abatement as a
result of, or that may be required to complete restoration following, a casualty event. In addition, there are certain
types of losses, such as those arising from earthquakes, floods, hurricanes and terrorist attacks, that may be
uninsurable or that may not be economically insurable. Changes in zoning, building codes and ordinances,
environmental considerations and other factors also may make it impossible or impracticable for us to use
insurance proceeds to replace damaged or destroyed improvements at a property. If restoration is not or cannot be
completed to the extent, or within the period of time, specified in certain of our leases, the tenant may have the
right to terminate the lease. If any of these or similar events occur, it may reduce our revenues, the value of, or
our return from, an affected property.
We have been, and will continue to be, subject to significant competition and we may not be able to compete
successfully for investments.
We have been, and will continue to be, subject to significant competition for attractive investment
opportunities, and in particular, opportunities for industrial properties which are the primary focus of our and
many of our competitors acquisition efforts. Our competitors include publicly-traded REITs, non-traded REITs,
insurance companies, commercial and investment banking firms, private institutional funds, hedge funds, private
19
equity funds and other investors, many of whom have greater financial and other resources than we have. We
may not be able to compete successfully for investments. If we pay higher prices for investments, our returns
may be lower and the value of our assets may not increase or may decrease significantly below the amount we
paid for such assets. If such events occur, we may experience lower returns on our investments.
Our current and future investments in joint ventures could be adversely affected by the lack of sole decision
making authority, reliance on joint venture partners’ financial condition or insurance coverage, disputes that
may arise between our joint venture partners and us and our reliance on one significant joint venture partner.
Six properties in which we have an interest are owned through consolidated joint ventures (three properties)
and unconsolidated joint ventures (three properties). We may continue to acquire properties through joint
ventures and/or contribute some of our properties to joint ventures. Investments in joint ventures may, under
certain circumstances, involve risks not present when a third party is not involved, including the possibility that
joint venture partners might file for bankruptcy protection, fail to fund their share of required capital
contributions or obtain insurance coverage pursuant to a blanket policy as a result of which claims with respect to
other properties covered by such policy and in which we have no interest could reduce or eliminate the coverage
available with respect to the joint venture properties. Further, joint venture partners may have conflicting
business interests or goals, and as a result there is the potential risk of impasses on decisions, such as a sale and
the timing thereof. Any disputes that may arise between joint venture partners and us may result in litigation or
arbitration that would increase our expenses and prevent our officers and/or directors from focusing their time
and effort on our business. Consequently, actions by or disputes with joint venture partners might result in
subjecting properties owned by the joint venture to additional risk. With respect to our (i) consolidated joint
ventures, we own, with two joint venture partners and their respective affiliates, properties that account for 4.0%
of 2022 contractual rental income, and (ii) unconsolidated joint ventures, we own, with two joint venture partners
and their affiliates, properties which account for our $1.6 million share of 2022 base rent payable. We may be
adversely affected if we are unable to maintain a satisfactory working relationship with these joint venture
partners or if any of these partners becomes financially distressed.
Regulatory and Tax Risks
Compliance with environmental regulations and associated costs could adversely affect our results of
operations and liquidity.
Under various federal, state and local laws, ordinances and regulations, an owner or operator of real property
may be required to investigate and clean up hazardous or toxic substances or petroleum product releases at the
property and may be held liable to a governmental entity or to third parties for property damage and for
investigation and cleanup costs incurred in connection with contamination. The cost of investigation, remediation
or removal of hazardous or toxic substances may be substantial, and the presence of such substances, or the
failure to properly remediate a property, may adversely affect our ability to sell or rent the property or to borrow
money using the property as collateral. In connection with our ownership, operation and management of real
properties, we may be considered an owner or operator of the properties and, therefore, potentially liable for
removal or remediation costs, as well as certain other related costs, including governmental fines and liability for
injuries to persons and property, not only with respect to properties we own now or may acquire, but also with
respect to properties we have owned in the past.
We cannot provide any assurance that existing environmental studies with respect to any of our properties
reveal all potential environmental liabilities, that any prior owner of a property did not create any material
environmental condition not known to us, or that a material environmental condition does not otherwise exist, or
may not exist in the future, as to any one or more of our properties. If a material environmental condition does in
fact exist, or exists in the future, the remediation costs could have a material adverse impact upon our results of
operations, liquidity and financial condition.
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Compliance with the Americans with Disabilities Act could be costly.
Under the Americans with Disabilities Act of 1990, all public accommodations must meet Federal
requirements for access and use by disabled persons. A determination that our properties do not comply with the
Americans with Disabilities Act could result in liability for both governmental fines and damages. If we are
required to make unanticipated major modifications to any of our properties to comply with the Americans with
Disabilities Act, which are determined not to be the responsibility of our tenants, we could incur unanticipated
expenses that could have an adverse impact upon our results of operations, liquidity and financial condition.
Legislative or regulatory tax changes could have an adverse effect on us.
There are a number of issues associated with an investment in a REIT that are related to the Federal income
tax laws, including, but not limited to, the consequences of our failing to continue to qualify as a REIT. At any
time, the Federal income tax laws governing REITs or the administrative interpretations of those laws may be
amended or modified. Any new laws or interpretations may take effect retroactively and could adversely affect
us or our stockholders.
Risks Related to OLP’s Organization, Structure and Ownership of Stock
Our transactions with affiliated entities involve conflicts of interest.
From time to time we have entered into transactions with persons and entities affiliated with us and with
certain of our officers and directors. Such transactions involve a potential conflict of interest, and entail a risk
that we could have obtained more favorable terms if we had entered into such transaction with an unaffiliated
third party. We are a party to a compensation and services agreement with Majestic Property effective as of
January 1, 2007, as amended. Majestic Property is wholly-owned by the vice chairman of our board of directors
and it provides compensation to certain of our part-time senior executive officers and other individuals
performing services on our behalf. Pursuant to the compensation and services agreement, we pay an annual fee to
Majestic Property which provides us with the Services. See “Item 1. Business – Human Capital Resources”. In
2021 we paid, and in 2022 we anticipate paying, Majestic Property, (i) a fee of $3.1 million and $3.0 million,
respectively, and (ii) $295,000 and $317,000, respectively, for our share of all direct office expenses, including
rent, telephone, postage, computer services, supplies, and internet usage. We also obtain our property insurance
in conjunction with Gould Investors L.P., our affiliate, and in 2021, reimbursed Gould Investors $1.4 million for
our share of the insurance premiums paid by Gould Investors. At December 31, 2021, Gould Investors
beneficially owns approximately 9.2% of our outstanding common stock and certain of our senior executive
officers are also executive officers of the managing general partner of Gould Investors. See Note 10 of our
consolidated financial statements for information regarding equity awards to individuals performing services on
our behalf pursuant to the compensation and services agreement.
Our senior management and other key personnel, including those performing services on a part-time basis,
are critical to our business and our future success depends on our ability to retain them.
We depend on the services of Matthew J. Gould, chairman of our board of directors, Fredric H. Gould, vice
chairman of our board of directors, Patrick J. Callan, Jr., our president and chief executive officer, Lawrence G.
Ricketts, Jr., our executive vice president and chief operating officer, and David W. Kalish, our senior vice
president and chief financial officer, and other members of senior management to carry out our business and
investment strategies. Of the foregoing executive officers, only Messrs. Callan and Ricketts, devote all of their
business time to us. Other members of senior management provide services to us either on a full-time or part-
time, as-needed basis. The loss of the services of any of our senior management or other key personnel, the
inability or failure of the members of senior management providing services to us on a part-time basis to devote
sufficient time or attention to our activities or our inability to recruit and retain qualified personnel in the future,
could impair our ability to carry out our business and investment strategies.
21
Certain provisions of our charter, our Bylaws, as amended, and Maryland law may inhibit a change in control
that stockholders consider favorable and could also limit the market price of our common stock.
Certain provisions of our charter (the “Charter”), our Bylaws and Maryland law may impede, or prevent, a
third party from acquiring control of us without the approval of our board of directors. These provisions:
(cid:2) provide for a staggered board of directors consisting of three classes, with one class of directors being
elected each year and each class being elected for three-year terms and until their successors are duly
elected and qualify;
(cid:2) impose restrictions on ownership and transfer of our stock (such provisions being intended to, among
other purposes, facilitate our compliance with certain requirements under the Code, relating to our
qualification as a REIT under the Code); and
(cid:2) provide that directors may be removed only for cause and only by the vote of at least a majority of all
outstanding shares entitled to vote.
Certain provisions of the Maryland General Corporation Law (the “MGCL”) may impede a third party from
making a proposal to acquire us or inhibit a change of control under circumstances that otherwise could be in the
best interest of holders of shares of our common stock, including:
(cid:2) “control share” provisions that provide that, subject to certain exceptions, holders of “control shares” of
our company (defined as voting shares which, when aggregated with other shares controlled by the
stockholder, entitle the holder to exercise voting power in the election of directors within one of three
increasing ranges) acquired in a “control share acquisition” (defined as the direct or indirect acquisition of
ownership or control of issued and outstanding “control shares,” subject to certain exceptions) have no
voting rights with respect to the control shares except to the extent approved by our stockholders by the
affirmative vote of at least two-thirds of all the votes entitled to be cast on the matter, excluding all
interested shares; and
(cid:2) additionally, Title 3, Subtitle 8 of the MGCL permits our board of directors, without stockholder approval
and regardless of what is currently provided in the Charter or the Bylaws, to implement certain corporate
governance provisions.
Ownership of less than 9.9% of our outstanding stock could violate the restrictions on ownership and transfer
in our Charter, which would result in the shares owned or acquired in violation of such restrictions being
designated as “excess shares” and transferred to a trust for the benefit of a charitable beneficiary and loss of
the right to receive dividends and other distributions on, and the economic benefit of any appreciation of, such
shares, and you may not have sufficient information to determine at any particular time whether an
acquisition of our shares will result in a loss of the economic benefit of such shares.
In order for us to qualify as a real estate investment trust under the Code, no more than 50% of the value of
the outstanding shares of our stock may be owned, directly or indirectly or through application of certain
attribution rules, by five or fewer “individuals” (as defined in the Code) at any time during the last half of a
taxable year. To facilitate our qualification as a REIT under the Code, among other purposes, the Charter
generally prohibits any person other than Fredric H. Gould, currently vice chairman of our board of directors,
from actually or constructively owning more than 9.9% of the outstanding shares of all classes and series of our
stock, which we refer to as the “ownership limit.” In addition, the Charter prohibits any person from beneficially
or constructively owning shares of our stock that would result in more than 50% of the value of the outstanding
shares of our stock to be beneficially owned by five or fewer individuals, regardless of whether such ownership
is during the last half of any taxable year, which we refer to as the “Five or Fewer Limit.” Shares transferred in
violation of either of these restrictions will be designated automatically as “excess shares” and transferred to a
trust for the benefit of a charitable beneficiary selected by us. The person that attempted to acquire the shares of
our stock in violation of the restrictions in the Charter will not be entitled to any dividends or distributions paid
after the date of the transfer to the trust and, upon a sale of such shares by the trust, will generally be entitled to
receive only the lesser of the market value on the date of the event that resulted in the transfer to the trust or the
net proceeds of the sale by the trust to a person who could own the shares without violating the ownership limits.
22
Pursuant to the attribution rules under the Code, Fredric H. Gould, is our only stockholder that beneficially
owned in excess of 9.9% of our capital stock on June 14, 2005, when the ownership limit became effective, and
is the only person permitted to own and acquire shares of our capital stock, directly or indirectly, in excess of the
ownership limit. Based on information supplied to us, as of December 31, 2021, Mr. Gould beneficially owns
approximately 11.698% of the outstanding shares of our stock. As a result of Mr. Gould’s beneficial ownership
of our stock, compliance with the 9.9% ownership limit will not ensure that your ownership of shares of our
stock will not violate the Five or Fewer Limit or prevent shares of stock that you intended to acquire from being
designated as “excess shares” and transferred to a charitable trust.
At December 31, 2021, if three other individuals unrelated to Mr. Gould were to beneficially own exactly
9.9% of our outstanding stock, no other individual may beneficially own 8.602% or more of our outstanding
stock without violating the Five or Fewer Limit and causing the newly-acquired shares to be designated as
“excess shares” and transferred to the charitable trust. However, there is no limitation on Mr. Gould acquiring
additional shares of our stock or otherwise increasing his percentage of ownership of our stock, meaning that the
amount of our stock that other persons or entities may acquire without potentially violating the Five or Fewer
Limit could be reduced in the future and without notice. Our Board has exempted from the 9.9% ownership limit
the ownership by Mr. Gould’s direct and indirect heirs of shares of our stock that they inherit from him, subject
to the same conditions and limitations as apply to Mr. Gould.
Fredric H. Gould and his heirs will be required by the Exchange Act and regulations promulgated thereunder
to report, with certain exceptions, their acquisition of additional shares of our stock within two days of such
acquisitions, and all holders of our stock will be required to file reports of their acquisition of beneficial
ownership (as defined in the Exchange Act) of more than 5% of our outstanding stock. However, beneficial
ownership for purposes of the reporting requirements under the Exchange Act is calculated differently than
beneficial ownership for purposes of determining compliance with the Five or Fewer Limit. As a result, you may
not have enough information currently available to you at any time to determine the percentage of ownership of
our stock that you can acquire without violating the Five or Fewer Limit and losing the economic benefit of the
ownership of such newly-acquired shares.
Failure to qualify as a REIT could result in material adverse tax consequences and could significantly reduce
cash available for distributions.
We operate so as to qualify as a REIT under the Code. Qualification as a REIT involves the application of
technical and complex legal provisions for which there are limited judicial and administrative interpretations.
The determination of various factual matters and circumstances not entirely within our control may affect our
ability to qualify as a REIT. In addition, no assurance can be given that legislation, new regulations,
administrative interpretations or court decisions will not significantly change the tax laws with respect to
qualification as a REIT or the federal income tax consequences of such qualification. If we fail to quality as a
REIT, we will be subject to federal, certain additional state and local income tax (including any applicable
alternative minimum tax) on our taxable income at regular corporate rates and would not be allowed a deduction
in computing our taxable income for amounts distributed to stockholders. In addition, unless entitled to relief
under certain statutory provisions, we would be disqualified from treatment as a REIT for the four taxable years
following the year during which qualification is lost. The additional tax would reduce significantly our net
income and the cash available to pay dividends.
We are subject to certain distribution requirements that may result in our having to borrow funds at
unfavorable rates.
To obtain the favorable tax treatment associated with being a REIT, we generally are required, among other
things, to distribute to our stockholders at least 90% of our ordinary taxable income (subject to certain
adjustments) each year. To the extent that we satisfy these distribution requirements, but distribute less than
100% of our taxable income we will be subject to Federal and state corporate tax on our undistributed taxable
income.
As a result of differences in timing between the receipt of income and the payment of expenses, and the
inclusion of such income and the deduction of such expenses in arriving at taxable income, and the effect of
nondeductible capital expenditures and the timing of required debt service (including amortization) payments, we
23
may need to borrow funds in order to make the distributions necessary to retain the tax benefits associated with
qualifying as a REIT, even if we believe that then prevailing market conditions are not generally favorable for
such borrowings. Such borrowings could reduce our net income and the cash available to pay dividends.
Compliance with REIT requirements may hinder our ability to maximize profits.
In order to qualify as a REIT for Federal income tax purposes, we must continually satisfy tests concerning,
among other things, our sources of income, the amounts we distribute to our stockholders and the ownership of
our stock. We may also be required to make distributions to stockholders at disadvantageous times or when we
do not have funds readily available for distribution. Accordingly, compliance with REIT requirements may
hinder our ability to operate solely on the basis of maximizing profits.
In order to qualify as a REIT, we must also ensure that at the end of each calendar quarter, at least 75% of
the value of our assets consists of cash, cash items, government securities and real estate assets. Any investment
in securities cannot include more than 10% of the outstanding voting securities of any one issuer or more than
10% of the total value of the outstanding securities of any one issuer. In addition, no more than 5% of the value
of our assets can consist of the securities of any one issuer, other than a qualified REIT security. If we fail to
comply with these requirements, we must dispose of such portion of these securities in excess of these
percentages within 30 days after the end of the calendar quarter in order to avoid losing our REIT status and
suffering adverse tax consequences. This requirement could cause us to dispose of assets for consideration that is
less than their true value and could lead to an adverse impact on our results of operations and financial condition.
If we reduce or do not increase our dividend, the market value of our common stock may decline.
The level of our dividend is established by our board of directors from time to time based on a variety of
factors, including our cash available for distribution, funds from operations, adjusted funds from operations and
maintenance of our REIT status. Various factors could cause our board of directors to decrease or not increase
our dividend, including tenant defaults or bankruptcies resulting in a material reduction in our funds from
operations, a material loss resulting from an adverse change in the value of one or more of our properties, or
insufficient income to cover our dividends. In 2020 and 2019, approximately 8.1% and 27.0%, respectively, of
our dividends exceeded our “earnings and profits” (as determined pursuant to the Code) and therefor constituted
a return of capital; accordingly, we were not required to pay dividends that exceeded such earnings and profits to
maintain our REIT status. It is possible that a portion of the dividends we would pay in 2022 would constitute a
return of capital and in such event we would not be required to pay such sum to maintain our REIT status. If our
board of directors determines to reduce or not increase our dividend for the foregoing or any other reason, the
market value of our common stock could be adversely affected.
General Business Risks
Breaches of information technology systems could materially harm our business and reputation
We collect and retain on information technology systems, certain financial, personal and other sensitive
information provided by third parties, including tenants, vendors and employees. We also rely on information
technology systems for the collection and distribution of funds. We have been, and continue to be, subject to
cybersecurity attacks though we have not incurred any significant loss therefrom. There can be no assurance that
we will be able to prevent unauthorized access to sensitive information or the unauthorized distribution of funds.
Any loss of this information or unauthorized distribution of funds as a result of a cybersecurity attack may result
in loss of funds to which we are entitled, legal liability and costs (including damages and penalties), as well as
damage to our reputation, that could materially and adversely affect our business.
Actual or threatened epidemics, pandemics, outbreaks, or other public health crises may adversely affect our
tenants’ financial condition and the profitability of our properties.
Our business and the businesses of our tenants could be materially and adversely affected by the risks, or the
public perception of the risks, related to an epidemic, pandemic, outbreak, or other public health crisis, such as
the COVID-19 pandemic. The risk, or public perception of the risk, of a pandemic or media coverage of
infectious diseases could cause customers to avoid retail properties, and with respect to our properties generally,
24
could cause temporary or long-term disruptions in our tenants’ supply chains and/or delays in the delivery of our
tenants’ inventory. Moreover, an epidemic, pandemic, outbreak or other public health crisis, such as COVID-19,
could cause the on-site employees of our tenants to avoid our tenants’ properties, which could adversely affect
our tenants’ ability to adequately manage their businesses. Risks related to an epidemic, pandemic or other health
crisis, such as COVID-19, could also lead to the complete or partial closure of one or more of our tenants’ stores
or facilities. Such events could adversely impact our tenants’ sales and/or cause the temporary closure of our
tenants’ businesses, which could severely disrupt their operations and the rental revenue we generate from our
leases with them. The ultimate extent of the impact of any epidemic, pandemic or other health crisis on our
business, financial condition and results of operations will depend on future developments, which are highly
uncertain and cannot be predicted, including new information that may emerge concerning the severity of such
epidemic, pandemic or other health crisis and actions taken to contain or prevent their further spread, among
others. These and other potential impacts of an epidemic, pandemic or other health crisis, such as COVID-19,
could therefore materially and adversely affect our business, financial condition and results of operations.
The failure of any bank in which we deposit our funds could have an adverse impact on our financial
condition.
We have diversified our cash and cash equivalents between several banking institutions in an attempt to
minimize exposure to any one of these entities. However, the Federal Deposit Insurance Corporation only insures
accounts in amounts up to $250,000 per depositor per insured bank. We currently have cash and cash equivalents
deposited in certain financial institutions significantly in excess of federally insured levels. If any of the banking
institutions in which we have deposited funds ultimately fails, we may lose our deposits over $250,000. The loss
of our deposits may have an adverse effect on our financial condition.
We are dependent on third party software for our billing and financial reporting processes.
We are dependent on third party software, and in particular Yardi’s property management software, for
generating tenant invoices and financial reports. If the software fails (including a failure resulting from such
parties unwillingness or inability to maintain or upgrade the functionality of the software), our ability to bill
tenants and prepare financial reports could be impaired which would adversely affect our business.
Item 1B. Unresolved Staff Comments.
None.
Item 2. Properties.
As of December 31, 2021, we own 118 properties with an aggregate net book value of $678.2 million. Our
occupancy rate, based on square footage, was 99.2%, 98.4% and 98.1% as of December 31, 2021, 2020 and
2019, respectively.
At December 31, 2021, we participated in joint ventures that owned three properties and at such date, our
investment in these unconsolidated joint ventures is $10.2 million. The occupancy rate of our joint venture
properties, based on square footage, was 59.1%, 59.1% and 59.3% as of December 31, 2021, 2020 and 2019,
respectively. For further information about the Manahawkin Property, including information about the related
mortgage debt and re-development activities, see “—Properties Owned by Joint Ventures”, “—Mortgage Debt”
and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
Our executive office is located at 60 Cutter Mill Road, Suite 303, Great Neck, New York. We believe that
this facility is satisfactory for our current and projected needs.
25
Our Properties
The following table details, as of December 31, 2021, certain information about our properties (except as
otherwise indicated, each property is tenanted by a single tenant):
Location
Fort Mill, SC
Hauppauge, NY
Baltimore, MD
Royersford, PA(1)
El Paso, TX
Lebanon, TN
Secaucus, NJ
Delport, MO(2)
Littleton, CO(3)
El Paso, TX(4)
St. Louis Park, MN(2)
McCalla, AL
Brooklyn, NY
Lowell, AR
Fort Mill, SC
Greensboro, NC
Joppa, MD
Ankeny, IA(2)
Moorestown, NJ(2)
Englewood, CO
Tucker, GA
Pennsburg, PA(2)
Hamilton, OH
Greenville, SC(5)
Indianapolis, IN
Bakersfield, CA
Green Park, MO
Ronkonkoma, NY(2)
Greenville, SC(5)
Indianapolis, IN
Lehigh Acres, FL(2)
Lake Charles, LA(6)
Huntersville, NC
Ashland, VA
Tyler, TX
Memphis, TN
Chandler, AZ
Kennesaw, GA
Chicago, IL
Moorestown, NJ
Nashville, TN(2)
Melville, NY
Omaha, NE
New Hope, MN(7)
Shakopee, MN
Wichita, KS
Monroe, NC
Saco, ME
Greenville, SC
Cary, NC
Louisville, KY
New Hyde Park, NY
Ft. Myers, FL
Bensalem, PA(5)
Cedar Park, TX
Champaign, IL(2)
Rincon, GA
Type of Property
Industrial
Industrial
Industrial
Retail
Industrial
Industrial
Health & Fitness
Industrial
Retail
Retail
Retail
Industrial
Office
Industrial
Industrial
Theater
Industrial
Industrial
Industrial
Industrial
Health & Fitness
Industrial
Health & Fitness
Industrial
Theater
Industrial
Industrial
Industrial
Industrial
Industrial
Industrial
Retail—Office Supply
Industrial
Industrial
Retail—Furniture
Industrial
Industrial
Retail
Retail—Office Supply
Industrial
Industrial
Industrial
Industrial
Industrial
Industrial
Retail—Furniture
Industrial
Industrial
Industrial
Retail—Office Supply
Industrial
Industrial
Retail
Industrial
Retail—Furniture
Retail
Industrial
Percentage of
2022 Contractual
Rental Income
Approximate
Square Footage
of Building
2022 Contractual
Rental Income
per Square Foot
4.4
4.1
3.5
3.4
3.1
3.0
2.2
2.2
2.0
2.0
1.9
1.9
1.9
1.8
1.8
1.7
1.7
1.6
1.6
1.5
1.4
1.4
1.2
1.1
1.1
1.1
1.1
1.0
1.0
1.0
1.0
1.0
0.9
0.9
0.9
0.9
0.9
0.9
0.9
0.8
0.8
0.8
0.8
0.8
0.8
0.8
0.7
0.7
0.7
0.7
0.7
0.7
0.7
0.7
0.6
0.6
0.6
701,595 $
201,614
367,000
194,600
419,821
540,200
44,863
339,094
101,618
110,179
131,710
294,000
66,000
248,370
303,188
61,213
258,710
208,234
219,881
63,882
58,800
291,203
38,000
142,200
57,688
218,116
119,680
90,599
128,000
125,622
103,044
54,229
78,319
88,003
50,810
224,749
62,121
32,138
23,939
64,000
99,500
51,351
101,584
123,892
114,000
88,108
93,170
131,400
88,800
33,490
125,370
38,000
29,993
85,663
72,000
50,530
95,000
4.27
13.91
6.59
12.16
5.02
3.86
33.43
4.36
16.54
12.44
9.86
4.39
19.24
4.95
3.99
19.02
4.42
5.26
4.92
15.68
16.16
3.23
20.75
5.44
12.75
3.36
6.02
7.79
5.44
5.45
6.35
12.07
8.27
7.29
12.43
2.77
9.84
18.90
24.37
9.05
5.81
10.89
5.37
4.89
4.65
5.94
5.53
3.77
5.55
14.62
3.81
12.37
15.43
5.33
6.08
8.65
4.60
26
Location
Plymouth, MN
Eugene, OR
Deptford, NJ
Newark, DE
Highland Ranch, CO(2)
El Paso, TX
Amarillo, TX
Woodbury, MN
Lexington, KY
Richmond, VA
Virginia Beach, VA
LaGrange, GA
Newport, VA
Durham, NC
Duluth, GA
Greensboro, NC
Fayetteville, GA
Gurnee, IL
Wauconda, IL
Naples, FL
Selden, NY
Somerville, MA
Carrollton, GA
Pinellas Park, FL
Cartersville, GA
Hauppauge, NY
Richmond, VA
Greensboro, NC
Hyannis, MA
Chandler, AZ
Kennesaw, GA
Myrtle Beach, SC
Bluffton, SC
Everett, MA
Lawrenceville, GA
Bolingbrook, IL
Concord, NC
Cape Girardeau, MO
Miamisburg, OH
Marston, MA
Indianapolis, IN
Pittston, PA(8)
West Palm Beach, FL
Batavia, NY
Palmyra, PA(9)
Reading, PA(9)
Reading, PA(9)
Trexlertown, PA(9)
Monroeville, PA
Cuyahoga Falls, OH
South Euclid, OH
Hilliard, OH
Port Clinton, OH
Lawrence, KS
Seattle, WA
Rosenberg, TX
Louisville, KY
Columbus, OH(10)
Crystal Lake, IL(11)
Beachwood, OH(12)
Columbus, OH(13)
Type of Property
Industrial
Retail—Office Supply
Retail
Other
Retail
Retail—Office Supply
Retail—Furniture
Retail
Retail—Furniture
Retail—Furniture
Retail—Furniture
Industrial
Retail—Furniture
Industrial
Retail—Furniture
Retail
Retail—Furniture
Retail—Furniture
Industrial
Retail—Furniture
Retail
Retail
Restaurant
Industrial
Restaurant
Restaurant
Restaurant
Restaurant
Retail
Industrial
Restaurant
Restaurant
Retail—Furniture
Retail
Restaurant
Retail
Restaurant
Retail
Industrial
Retail
Restaurant
Industrial
Industrial
Retail
Restaurant
Restaurant
Restaurant
Restaurant
Retail
Retail
Retail
Retail
Retail
Retail
Retail
Retail
Industrial
Retail—Furniture
Retail
Land
Industrial
Percentage of
2022 Contractual
Rental Income
Approximate
Square Footage
of Building
2022 Contractual
Rental Income
per Square Foot
0.6
0.6
0.6
0.6
0.6
0.5
0.5
0.5
0.5
0.5
0.5
0.5
0.5
0.5
0.5
0.5
0.4
0.4
0.4
0.4
0.4
0.4
0.4
0.4
0.4
0.4
0.4
0.4
0.4
0.3
0.3
0.3
0.3
0.3
0.3
0.3
0.3
0.3
0.3
0.3
0.3
0.2
0.2
0.2
0.2
0.2
0.2
0.2
0.2
0.2
0.2
0.2
0.1
0.1
0.1
0.1
0.1
—
—
—
—
82,565 $
24,978
25,358
23,547
42,920
25,000
72,027
49,406
30,173
38,788
58,937
80,000
49,865
46,181
50,260
12,950
65,951
22,768
53,750
15,912
14,555
12,054
6,012
53,064
5,635
7,000
9,367
6,655
9,750
25,035
4,051
6,734
35,011
18,572
4,025
33,111
4,749
13,502
35,707
8,775
12,820
249,600
10,361
23,483
2,944
2,702
2,798
3,004
6,051
6,796
11,672
6,751
6,749
8,600
3,053
8,000
9,642
96,924
32,446
349,999
105,191
5.26
16.37
15.98
17.00
9.27
15.20
5.14
7.25
11.69
8.98
5.74
4.14
6.45
6.95
6.19
24.00
4.64
13.43
5.65
18.70
20.25
23.23
46.10
5.03
46.41
36.11
26.35
36.92
24.85
8.79
53.00
31.68
6.09
11.43
51.12
6.10
42.04
14.71
5.48
21.00
14.14
0.67
14.54
6.00
47.00
50.59
48.09
43.89
20.18
17.21
9.94
15.55
15.19
10.17
26.06
9.61
4.58
0.33
—
—
—
100.0
10,493,169
27
(1) This property, a community shopping center, is leased to 11 tenants. Contractual rental income per square
foot excludes 3,125 vacant square feet.
(2) This property has two tenants.
(3) This property, a community shopping center, is leased to 21 tenants. Contractual rental income per square
foot excludes 26,013 vacant square feet and $150,000 of contractual rental income from a ground lease.
(4) This property has four tenants. Contractual rental income per square foot excludes 2,395 vacant square feet.
(5) This property has three tenants.
(6) This property has three tenants. Approximately 43.4% of the square footage is leased to a retail office supply
operator.
(7) This property has two tenants. Contractual rental income excludes 15,128 vacant square feet.
(8) In February 2022, we entered into a 20-year lease for this property providing for an annual base rent of $1.4
million through February 2023 and increasing 3% annually thereafter.
(9) It is anticipated that this property will be sold in April 2022. See Note 5 to our consolidated financial
statements.
(10) The tenant’s lease expired in January 2022 and the property is currently vacant.
(11) This property has been vacant since 2017.
(12) This property is ground leased to a multi-unit apartment complex owner/operator. 2022 contractual rental
income excludes $1.3 million of variable rent as there is uncertainty as to whether and when the tenant will
resume paying rent. See “Item 7. Management’s Discussion and Analysis of Financial Condition and
Results of Operations — Challenges and Uncertainties Facing The Vue – Beachwood, Ohio” and Note 6 of
our consolidated financial statements.
(13) It is anticipated that this property will be sold in April 2022. See Note 5 to our consolidated financial
statements.
Properties Owned by Joint Ventures
The following table sets forth, as of December 31, 2021, information about the properties owned by joint
ventures in which we are a venture partner:
Percentage of
Base Rent Payable
in 2022
Location
Manahawkin, NJ(2)
Savannah, GA
Savannah, GA(3)
Type of
Property
Retail
Retail
Restaurant
Contributed by
the Applicable
Approximate
Square Footage
Joint Venture(1) of Building
85.3
12.9
1.8
100.0
319,349 $
46,058
—
365,407
2022
Base Rent
per Square Foot
8.12
4.52
—
(1) Represents our share of the base rent payable in 2022 with respect to such joint venture property,
expressed as a percentage of the aggregate base rent payable in 2022 with respect to all of our
joint venture properties. Base rent payable in 2022 excludes $121,000 of COVID-19 rent deferral
payments due from Regal Cinemas, a tenant at our Manahawkin, New Jersey property, which
was not accrued to rental income.
(2) The Manahawkin Property, a community shopping center, is leased to 23 tenants. Base rent per
square foot excludes 149,447 vacant square feet. See “Item 7. Management’s Discussion and
Analysis of Financial Condition and Results of Operations – Re-development of the Manahawkin
Property.”
(3) This property is used as a parking lot.
28
Geographic Concentration
As of December 31, 2021, the 118 properties owned by us are located in 31 states. The following table sets
forth information, presented by state, related to our properties as of December 31, 2021:
State
South Carolina
New York
Texas
Pennsylvania
Georgia
North Carolina
New Jersey
Maryland
Tennessee
Minnesota
Colorado
Missouri
Virginia
Florida
Illinois
Indiana
Ohio
Alabama
Arkansas
Iowa
Massachusetts
Kentucky
Arizona
California
Louisiana
Kansas
Nebraska
Other (1)
2022
Contractual
Number of
Properties
Rental
Income
Percentage of
2022
Contractual
Rental
Income
7 $ 6,592,772
6,497,295
8
5,344,846
7
4,557,275
9
3,902,187
10
3,894,843
8
3,567,078
4
3,563,171
2
3,283,211
3
3,153,669
5
2,800,305
3
2,397,761
3
1,896,260
5
1,832,532
5
1,831,923
6
1,601,233
3
1,456,671
9
1,289,979
1
1,230,498
1
1,095,346
1
918,849
4
874,438
3
830,969
2
733,260
1
654,718
1
611,119
2
545,916
1
1,383,464
4
118 $ 68,341,588
Approximate
Building
Square Feet
1,405,528
492,602
757,837
838,565
401,872
336,727
354,102
625,710
864,449
501,573
208,420
472,276
244,960
212,374
216,544
196,130
657,789
294,000
248,370
208,234
49,151
165,185
87,156
218,116
54,229
96,708
101,584
182,978
100.0 10,493,169
9.7
9.5
7.8
6.7
5.7
5.7
5.2
5.2
4.8
4.6
4.1
3.5
2.8
2.7
2.7
2.3
2.1
1.9
1.8
1.6
1.3
1.3
1.2
1.1
1.0
0.9
0.8
2.0
(1) These properties are located in four states.
The following table sets forth information, presented by state, related to the properties owned by our joint
ventures as of December 31, 2021:
Our Share
of the
Number of
Base Rent
Payable in 2022
to these
Properties Joint Ventures Square Feet
319,349
$ 1,379,562
46,058
238,156
365,407
$ 1,617,718
Approximate
Building
1
2
3
State
New Jersey
Georgia
29
Mortgage Debt
At December 31, 2021, we had:
(cid:2) 69 first mortgages secured by 79 of our 118 properties; and
(cid:2) $399.7 million of mortgage debt outstanding with a weighted average interest rate of 4.18% and a
weighted average remaining term to maturity of approximately 6.4 years. Substantially all of such
mortgage debt bears fixed interest at rates ranging from 3.02% to 5.50% and contains prepayment
penalties.
The following table sets forth scheduled principal mortgage payments due on our properties as of December
31, 2021 (dollars in thousands):
YEAR
2022
2023
2024
2025
2026
Thereafter
Total
$
PRINCIPAL
PAYMENTS DUE
44,843
25,774
62,634
42,615
29,277
194,517
399,660
$
At December 31, 2021, the first mortgage on the Manahawkin Property, the only joint venture property with
mortgage debt, had an outstanding principal balance of $22.1 million, carries an annual interest rate of 4% and
matures in July 2025. This mortgage contains a prepayment penalty. The following table sets forth the scheduled
principal mortgage payments due for this property as of December 31, 2021 (dollars in thousands):
YEAR
2022
2023
2024
2025
2026
Total
PRINCIPAL
PAYMENTS DUE
802
$
834
868
19,601
—
22,105
$
The mortgages on our properties (including properties owned by joint ventures) are generally non-recourse,
subject to standard carve-outs.
Item 3. Legal Proceedings.
Not applicable.
Item 4. Mine Safety Disclosures.
Not applicable.
30
Part II
Item 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases
of Equity Securities.
Our common stock is listed on the New York Stock Exchange under the symbol “OLP.” As of March 1,
2022, there were approximately 243 holders of record of our common stock.
We qualify as a REIT for Federal income tax purposes. In order to maintain that status, we are required to
distribute to our stockholders at least 90% of our annual ordinary taxable income. The amount and timing of
future distributions will be at the discretion of our board of directors and will depend upon our financial
condition, earnings, business plan, cash flow and other factors. We intend to make distributions in an amount at
least equal to that necessary for us to maintain our status as a real estate investment trust for Federal income tax
purposes.
Issuer Purchases of Equity Securities
We did not repurchase any shares of our outstanding common stock in 2021. We are authorized to
repurchase up to $7.5 million in shares of our common stock.
Item 6. [Reserved.]
31
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Overview
We are a self-administered and self-managed REIT focused on acquiring, owning and managing a
geographically diversified portfolio of industrial, retail, restaurant, health and fitness and theater properties, many
of which are subject to long-term leases. Most of our leases are “net leases” under which the tenant, directly or
indirectly, is responsible for paying the real estate taxes, insurance and ordinary maintenance and repairs of the
property. As of December 31, 2021, we own, in 31 states, 121 properties, including three properties owned by
consolidated joint ventures and three properties owned through unconsolidated joint ventures.
Challenges and Uncertainties Related to the COVID-19 Pandemic
The COVID-19 pandemic had, and continues to have, a significant impact on the global economy, the U.S.
economy, and the economies of the local markets in which our properties are located. The preventative measures
taken to address the pandemic, and the economic consequences resulting therefrom, have affected, and will
continue to affect, our tenants to varying degrees depending on, among other things, the location of the subject
property, the nature of the tenant and use of the property (i.e., industrial or non-industrial), with theater, health
and fitness, restaurant and retail properties having been, and continuing to be, significantly adversely affected.
The pandemic and its impact on the economic, financial, and capital markets environments present material
risks and uncertainties. We are unable to predict the ultimate impact that the pandemic and its direct and indirect
consequences will have on us, which will depend largely on future developments relating to many factors outside
of our control. Our business, income, cash flow, results of operations, financial condition, liquidity, prospects,
ability to service our debt, and ability to pay cash dividends to our stockholders, has been and may continue to be
adversely affected by the pandemic.
General Challenges and Uncertainties
In addition to the challenges and uncertainties presented by the pandemic, and as also described under
“Cautionary Note Regarding Forward-Looking Statements” and “Item 1A. Risk Factors”, we, among other
things, face additional challenges and uncertainties, which are heightened by the pandemic, including the
possibility we will not be able to: lease our properties on terms favorable to us or at all; collect amounts owed to
us by our tenants; renew or re-let, on acceptable terms, leases that are expiring or otherwise terminating; or
acquire or dispose of properties on acceptable terms. Over the past several years, we have sold more properties
than we have acquired, the rental income generated by the acquired properties have not fully replaced the income
generated by the sold properties and the return on investment on acquired properties has been less than that
generated by the sold properties. Furthermore, many of the properties we have sold have been retail properties
which generally have generated greater returns than the industrial properties we have been acquiring. As a result
of, among other things, the foregoing, the portion of our dividends allocated to ordinary income (as opposed to
capital gain and return of capital) has decreased from 88% in 2018 to 43% for 2021. See Note 15 to our
consolidated financial statements. If these trends continue over the longer-term, we may be unable to sustain our
current level of dividend payments.
We generally seek to manage the risk of our real property portfolio and the related financing arrangements
by (i) diversifying among industries, locations, tenants, scheduled lease expirations, mortgage maturities and
lenders, and types of properties (for example, industrial, retail, theaters, health and fitness, although over the past
several years, we have focused on acquiring industrial properties), and (ii) minimizing our exposure to interest
rate fluctuations. As a result, as of December 31, 2021:
(cid:2) our 2022 contractual rental income is derived from the following property types: 57.8% from industrial,
27.4% from retail, 4.9% from restaurant, 4.7% from health and fitness, 2.8% from theater and 2.4% from
other properties,
(cid:2) there are eight states with properties that account for five percent or more of 2022 contractual rental
income, and no state accounts for more than 9.7% of 2022 contractual rental income,
(cid:2) there are two tenants (i.e., Havertys Furniture and FedEx) that account for more than five percent of 2022
contractual rental income and those tenants account for 11.3% of contractual rental income.
32
(cid:2) through 2030, there are two years in which the percentage of our 2022 contractual rental income
represented by expiring leases exceeds 10% (i.e., 14.6% in 2023 and 18.2% in 2027)—approximately
20.9% of our 2022 contractual rental income is represented by leases expiring in 2030 and thereafter,
(cid:2) after giving effect to interest rate swap agreements, substantially all of our mortgage debt bears interest at
fixed rates,
(cid:2) in 2022, 2023 and 2024, 11.2%, 6.4% and 15.7% of our total scheduled principal mortgage payments (i.e.,
amortization and balances due at maturity) is due, respectively, and
(cid:2) there are three different counterparties to our portfolio of interest rate swaps: two counterparties, rated
A- or better by a national rating agency, account for 93.6%, or $53.2 million, of the notional value of our
swaps; and one counterparty, rated A(cid:3) by another rating provider, accounts for 6.4%, or $3.7 million, of
the notional value of such swaps.
We monitor the risk of tenant non-payments through a variety of approaches tailored to the applicable
situation. Generally, based on our assessment of the credit risk posed by our tenants, we monitor a tenant’s
financial condition through one or more of the following actions: reviewing tenant financial statements or other
financial information, obtaining other tenant related information, changes in tenant payment patterns, regular
contact with tenant’s representatives, tenant credit checks and regular management reviews of our tenants. We
may sell a property if the tenant’s financial condition is unsatisfactory.
We monitor, on an ongoing basis, our expiring leases and generally approach tenants with expiring leases
(including those subject to renewal options) at least a year prior to lease expiration to determine their interest in
renewing their leases. During the three years ending December 31, 2024, 58 leases for 55 tenants at 40 properties
representing $16.6 million, or 24.2%, of 2022 contractual rental income expire. The following table provides
information, as of December 31, 2021, regarding the leases that expire during the three years ending December
31, 2024 (with respect to the multi-tenant shopping center in Lakewood, Colorado, which have both retail and
restaurant tenants, we have allocated the property count and associated mortgage debt to the retail (and not
restaurant) categories because this is a mixed-use property):
Number of
Properties
Number of
Tenants
Percentage of
2022 Contractual
Rental Income
Percentage of
2021 Rental
Income (1)
Percentage of
2020 Rental
Income (1)
Weighted Average
Remaining
Lease Term to
Maturity (months)
22
22
18
23
n/a
22
25
26
2
1
n/a
1
55
14.4
6.3
0.5
1.1
n/a
1.9
24.2
14.6
7.9
0.5
1.0
n/a
1.6
25.6
Mortgage
Debt
Outstanding
85,690
60,059
n/a
4,282
n/a
n/a
150,031
14.1 $
7.8
0.5
1.0
n/a
1.6
25.0 $
Type of Property
Industrial
Retail (2)
Restaurant
Health & Fitness
Theater
Other
23
14
1
1
n/a
1
40
__________
(1) For 2021 and 2020, the percentage of rental income excludes tenant reimbursement income of $10.9 million
and $10.5 million, respectively.
(2) Retail includes all our retail subcategories.
In acquiring properties, we balance an evaluation of the terms of the leases and the credit of the existing
tenants with a fundamental analysis of the real estate to be acquired, which analysis takes into account, among
other things, the estimated value of the property, local demographics and the ability to re-rent or dispose of the
property on favorable terms upon lease expiration or early termination.
We are sensitive to the risks facing the retail industry as a result of the growth of e-commerce. Over the past
several years, we have been addressing our exposure to the retail industry by focusing on acquiring industrial
properties (including warehouse and distribution facilities) and properties that we believe capitalize on
e-commerce activities – since September 2016, we have not acquired any retail properties and have sold 16 retail
properties. As a result of the focus on industrial properties and the sale of retail properties, retail properties
generated 30.2%, 32.9%, 35.2% and 41.9%, of rental income, net, in 2021, 2020, 2019 and 2018, respectively,
and industrial properties generated 57.0%, 55.4%, 48.7% and 40.1%, of rental income, net, in 2021, 2020, 2019,
and 2018, respectively.
33
At December 31, 2021, we have variable rate debt in the principal amount of $68.6 million (i.e., $56.9
million of mortgage debt and $11.7 million of credit facility debt) that bear interest at the one-month LIBOR rate
plus a negotiated spread. This mortgage debt is hedged through interest rate swaps and the credit facility debt is
not hedged. The authority regulating LIBOR announced it intends to stop compelling banks to submit rates for
the circulation of LIBOR after June 2023 and it is possible that LIBOR will become unavailable at an earlier
date. As approximately $51.2 million of this mortgage debt and the related notional amount of the interest rate
swaps mature after June 2023, there is uncertainty as to how the interest rate on this variable rate debt and the
related swaps will be determined when LIBOR is unavailable.
Challenges and Uncertainties Facing Certain Properties and Tenants
The Vue – Beachwood, Ohio
A multi-family complex, which we refer to as The Vue, ground leases from us the underlying land
located in Beachwood, Ohio. For the past several years, the property has faced, and we anticipate that the
property will continue to face, occupancy and financial challenges. As a result, the rental income generated
by the property has declined significantly over the past several years (i.e., from $1.4 million in 2018 to $0 in
2021). After giving effect to debt service, the property is operating on a negative cash flow basis, and we
anticipate that such trend will continue for an extended period. The tenant has not paid the aggregate $1.7
million of rent for October 2020 through March 2022 that would have been due had it generated specified
levels of positive operating cash flow and we anticipate this non-payment of rent trend will continue for an
extended period. As a result of the challenges faced by this property, in November 2020, we agreed, subject
to our discretion, to fund 78% of any operating expense shortfalls (including the tenant’s debt service
payments) and capital expenditures required at the property. We estimate that in 2022, we will provide
approximately $700,000 in funding for this property. During 2021 (through March 1, 2022), we provided
The Vue with $2.0 million to cover, among other things, operating cash flow shortfalls and capital
expenditures. At December 31, 2021, (i) there are no unbilled rent receivables, intangibles or tenant
origination costs associated with this property and (ii) the net book value of our land subject to this ground
lease is $15.8 million and is subordinate to $66.0 million of mortgage debt incurred by the owner/operator.
Our cash flow will be adversely impacted by our funding of additional capital expenditures and operating
expense shortfalls (including the tenant’s debt service payments) at the property, the tenant’s continuing
non-payment of rent or, if the tenant does not pay its debt service, our payment of the tenant’s debt service
obligation. We may incur a substantial impairment charge with respect to this property if we determine that
the property is impaired. See Note 6 to our consolidated financial statements.
Re-development of the Manahawkin Property
We continue to refine our efforts, which commenced in 2018, to re-develop the Manahawkin Property,
which is owned by an unconsolidated joint venture in which we have a 50% equity interest. As a result, the
income and cash flow from this property is currently significantly less than it was several years ago and at
December 31, 2021, the occupancy rate was 53.2%. In 2021, the property’s carrying costs (including debt
service payments) exceeded the property’s operating cash flow by approximately $142,000. To date, no
construction has begun in connection with the re-development and there is significant uncertainty as to the
form the re-development will take, whether and when the re-development will be completed, the costs to
complete the re-development and as to the prospects for this property because of, among other things, the (i)
decrease in rent and occupancy, (ii) possibility that co-tenancy clauses could be triggered if certain
significant tenants vacate or otherwise cease operations, (iii) possibility that tenants that have informally
agreed to participate in the re-development may abandon the project in light of, among other things, the
extended delay in completing a re-development or challenges facing the retail environment, (iv) difficulty in
obtaining financing for the project, (v) significantly greater labor and material costs than those projected at
the time the re-development was initiated due, among other things, to inflation and supply chain delivery
issues, and (vi) the continuing delay in completing the re-development. As of December 31, 2021, our share
of the capitalized costs, (primarily soft costs) related to the re-development is $571,000. Our net income and
cash flow have been negatively impacted by the re-development and our net income, cash flow and financial
condition will be adversely affected if significant tenants such as Regal Cinemas do not continue paying rent
or the re-development is further delayed or not completed. See “—Liquidity and Capital Resources.”
34
Round Rock Guaranty Litigation
In 2019, we sued the guarantor of the lease at our former property in Round Rock, Texas, which we refer to
as the “Round Rock Property”, at which the tenant obtained bankruptcy protection and terminated its lease. (The
lawsuit (the “Lawsuit”) is captioned: OLP Wyoming Springs, LLC, Plaintiff, v. Harden Healthcare, LLC,
Defendant, v Benjamin Hanson, Intervenor, District Court of Williamson County, Texas, Cause No. 18-1511-
C368). On February 21, 2022, we and the defendant entered into a settlement agreement with respect to the
Lawsuit which provides that if we receive approximately $5.4 million (the “Settlement Amount”) by April 15,
2022, the parties to such agreement, among other things, will (i) seek to dismiss with prejudice all of the claims
by and between the parties to the agreement, (ii) seek dismissal of the Lawsuit with prejudice and (iii) release
each other and certain other persons from claims and liabilities with respect to matters pertaining to the
Lawsuit. If the Settlement Amount is not paid by April 15, 2022, we and the defendant may continue to pursue
and assert all of our respective rights, claims and defenses against each other.
2021 and Recent Developments
In 2021:
(cid:2) we acquired three industrial properties for an aggregate purchase price of $24.3 million. These properties
account for $1.7 million, or 2.5%, of our 2022 contractual rental income.
(cid:2) we sold five properties (i.e., three retail and two restaurant), for an aggregate net gain on sale of real estate
of $25.5 million, without giving effect to $848,000 of mortgage prepayment costs. The properties sold
accounted for $1.1 million, or 1.3%, and $2.1 million, or 2.5%, of 2021 and 2020 rental income, net,
respectively.
(cid:2) as the lease is expiring in June 2022, we entered into an agreement to sell an industrial property in
Columbus, Ohio for a sale price of $8.5 million and anticipate this transaction will be completed in April
2022. This property generated $749,000 of rental income, net, and incurred operating expenses of
$164,000 (including depreciation and amortization expense of $66,000) in 2021. We anticipate that we
will recognize a $6.9 million gain from this sale in the quarter ending June 30, 2022.
(cid:2) we entered into, amended or extended 35 leases with respect to approximately 2.4 million square feet,
including:
-
-
-
-
leases with Havertys Furniture, our most significant tenant, which extended for four-to-nine-
years from the August 2022 expiration date, the lease term on ten of the eleven properties (after
giving effect to a lease entered into in February 2022 with respect to one property (the
“February Lease”)), it leases from us. (In January 2022, we entered into a contract to sell the
eleventh property, subject to the satisfaction of, among other things, the purchaser’s due
diligence review). We also agreed to invest up to $3.1 million for tenant improvements, of
which $1.5 million was funded through March 1, 2022. As of December 31, 2021, after giving
effect to the February Lease, the weighted average remaining lease term is 6.2 years and rental
income from this tenant is anticipated to be approximately $4.6 million, $4.1 million and $4.1
million in 2022, 2023 and 2024, respectively.
lease amendments with Regal Cinemas pursuant to which (i) we deferred an aggregate of $1.4
million of rent (which was originally payable from September 2020 through August 2021) and
the tenant agreed to pay such sum in equal monthly installments from January 2022 through
June 2023 (and through February 2022, all such payments had been made), (ii) the tenant
agreed to pay, and paid, an aggregate of $441,000 of rent from September 2020 through
August 2021, and (iii) the parties extended the lease for the Indianapolis, Indiana property for
two years from December 2030 to December 2032.
a five-year lease extension (through 2027) with a property tenanted by FedEx, which property
accounts for 1.3% of 2022 contractual rental income, for an annual base rent of $868,000
through August 2022, $848,000 through August 2023, and increasing 2.5% annually thereafter.
a six-year lease extension (through 2028) with The Toro Company, which accounts for 3.1% of
2022 contractual rental income, for annual base rent of $2.0 million through June 2022, $2.2
35
million through June 2023, and increasing 3% annually thereafter.
(cid:2) we collected $2.7 million, or 99.7%, of the rent that we deferred in response to the pandemic and that was
due in 2021.
Subsequent to December 31, 2021, we:
(cid:2) acquired a 53,000 square foot industrial property in Fort Myers, Florida for a purchase price of $8.1
million and after the acquisition, obtained $4.9 million nine-year mortgage debt with an interest rate of
3.09% and amortizing over 25 years. The property is leased through 2030 and provides for an annual
base rent of $443,000, with annual increases of 3.8% beginning in 2023. We anticipate that in 2022, this
property will contribute $438,000 of base rent.
(cid:2) entered into an agreement to sell four restaurant properties in Pennsylvania for a sales price of $10.0
million and anticipate this transaction will be completed in April 2022. These properties generated
$525,000 of rental income, net, and incurred operating expenses of $100,000 (including depreciation and
amortization expense of $59,000) and mortgage interest expense of $116,000 in 2021. We anticipate that
we will recognize a $4.7 million gain from this sale in the quarter ending June 30, 2022.
(cid:2) in connection with the expiration of the lease in February 2022, re-leased our industrial property in
Pittston, Pennsylvania to The Lion Brewery for 20-years for an annual base rent of $1.4 million through
February 2023, and increasing 3% annually thereafter.
(cid:2) collected $189,000, or 99.8%, of the deferred rent that was due and payable in January and February
2022.
Comparison of Years Ended December 31, 2021 and 2020
Results of Operations -
Revenues
The following table compares total revenues for the periods indicated:
Year Ended
December 31,
(Dollars in thousands)
Rental income, net
Lease termination fees
Total revenues
$
$
2021
82,180 $
560
82,740 $
2020
81,888 $
15
81,903 $
Increase
(Decrease)
% Change
0.4
3,633.3
1.0
292
545
837
Rental income, net.
The following table details the components of rental income, net, for the periods indicated:
(Dollars in thousands)
Acquisitions (1)
Dispositions (2)
Same store (3)
Rental income, net
Year Ended
December 31,
2021
2020
Increase
(Decrease)
$
$
2,761 $
1,108
78,311
82,180 $
1,811 $
3,457
76,620
81,888 $
950
(2,349)
1,691
292
% Change
52.5
(67.9)
2.2
0.4
(1) The 2021 column represents rental income from properties acquired since January 1, 2020; the
2020 column represents rental income from properties acquired during the year ended December
31, 2020.
(2) The 2021 column represents rental income from properties sold during the year ended December
31, 2021; the 2020 column represents rental income from properties sold since January 1, 2020.
(3) Represents rental income from 113 properties that were owned for the entirety of the periods
presented.
36
Changes due to acquisitions and dispositions
The year ended December 31, 2021 reflects a decrease of $2.3 million due to the inclusion, in 2020, of rental
income from properties sold during 2020 and 2021 (including $1.4 million from four properties sold in 2020).
This decrease was offset by a $950,000 increase generated by properties acquired in 2020 and 2021 (including
$313,000 from two properties acquired in 2020).
Changes at same store properties
The increase is due to:
(cid:2) the inclusion, in 2020, of a $1.1 million non-cash write-off against rental income of the entire unbilled
rent receivable balance related to the two Regal Cinema properties,
(cid:2) a $1.1 million increase in collections of rent income (of which $218,000 was due in 2020 but unpaid and
unaccrued and $96,000 was deferred from 2020) from the two Regal Cinema properties, at which rent has
been recorded on a cash basis since October 2020 (see Note 3 to our consolidated financial statements),
(cid:2) a $377,000 increase in tenant reimbursements, of which $324,000 relates to operating expenses and
$53,000 represents a net increase in real estate taxes generally incurred in the same period, after giving
effect to a $148,000 real estate tax refund we received and that is payable to the tenant,
(cid:2) a $369,000 increase in rental income from leasing vacant space at our Greenville, South Carolina
industrial property, and
(cid:2) an increase, net of various decreases, of $173,000 from various tenants, primarily due to new tenants and
lease amendments and extensions.
Offsetting the increase are decreases of:
(cid:2) $729,000 in variable rent from The Vue,
(cid:2) $385,000 due to the inclusion, in 2020, of an increase in straight-line rental income related to lease
extensions at the two Regal Cinema properties, and
(cid:2) $200,000 resulting from a lease amendment for a Men’s Wearhouse distribution center at our Bakersfield,
California property.
Lease termination fees.
In 2021, we recognized $560,000 in connection with the exercise by three tenants of lease termination
options.
Operating Expenses
The following table compares operating expenses for the periods indicated:
(Dollars in thousands)
Operating expenses:
Depreciation and amortization
General and administrative
Real estate expenses
State taxes
Impairment due to casualty loss
Total operating expenses
Year Ended
December 31,
2021
2020
Increase
(Decrease)
% Change
$
$
22,832 $
14,310
13,802
291
—
51,235 $
22,964 $
13,671
13,634
310
430
51,009 $
(132)
639
168
(19)
(430)
226
(0.6)
4.7
1.2
(6.1)
n/a
0.4
Depreciation and amortization. The decrease is due primarily to the inclusion in 2020 of (i) $518,000 from
the properties sold since January 1, 2020 and (ii) $247,000 of improvements and tenant origination costs at
several properties that prior to December 31, 2021 were fully amortized. The decrease was offset primarily from
(i) $490,000 of depreciation and amortization expense on the properties acquired in 2021 and 2020 (including
37
$344,000 from properties acquired in 2021) and (ii) $120,000 of depreciation in 2021 from improvements at
several properties.
General and administrative. The increase in 2021 is primarily due to increases in non-cash compensation
expense of (i) $542,000 due to the re-assessment of the achievability of market and performance metrics related
to the RSUs and (ii) $205,000, of which $157,000 was due to the retirement of a non-management director in
June 2021 and the related accelerated vesting of such director’s restricted stock awards. The increase was offset
due to the inclusion, in 2020, of $152,000 of professional fees primarily related to changes to our charter,
offering of securities and compensation determinations.
Real estate expenses.
The increase is due primarily to increases at same store properties of :
(cid:2) $297,000 in real estate operating expense for several properties, including a $102,000 increase in snow
removal expense and a $100,000 increase in management fees paid to Majestic Property, a related party,
due to the collection of deferred rent,
(cid:2) $249,000 in real estate tax expense for several properties, none of which were individually significant,
and
(cid:2) $162,000 in insurance expense for several properties, which represents expense reimbursed to Gould
Investors, a related party, none of which were individually significant.
In addition, there was a $107,000 increase from properties acquired in 2020 and 2021, including $82,000
from a property acquired in 2021.
Offsetting the increase are decreases of:
(cid:2) $415,000 in the Round Rock litigation expense, and
(cid:2) $148,000 due to a real estate tax refund (see “– Revenues – Changes at same store properties” ).
A substantial portion of real estate expenses are rebilled to tenants and are included in Rental income, net, on
the consolidated statements of income, other than the expenses related to the Round Rock litigation.
Impairment due to casualty loss.
In August 2020, a building at our Lake Charles, Louisiana property was damaged due to a hurricane and we
wrote-off $430,000, representing the carrying value of the damaged portion of the building. See “– Other
income” for information about the insurance recoveries received, and to be received, with respect to this
impairment.
Gain on sale of real estate, net
The following table compares gain on sale of real estate, net:
Year Ended
December 31,
(Dollars in thousands)
Gain on sale of real estate, net
2021
25,463 $
$
2020
17,280 $
Increase
(Decrease) % Change
47.4
8,183
See “–2021 and Recent Developments” and Note 5 to our consolidated financial statements for information
regarding our sales of real estate.
38
Other Income and Expenses
The following table compares other income and expenses for the periods indicated:
(Dollars in thousands)
Other income and expenses:
Equity in earnings of unconsolidated joint ventures
Equity in earnings from sale of unconsolidated joint
venture properties
Prepayment costs on debt
Other income
Interest:
Year Ended
December 31,
2021
2020
Increase
(Decrease)
% Change
$
202 $
38 $
164
431.6
805
(901)
869
121
(1,123)
496
684
(222)
373
565.3
(19.8)
75.2
(7.1)
(0.6)
Expense
Amortization and write‑off of deferred financing costs
(17,939)
(970)
(19,317)
(976)
(1,378)
(6)
Equity in earnings of unconsolidated joint ventures. The increase in 2021 is primarily due to an increase at
our Manahawkin Property resulting from (i) higher rent income from several tenants for which there were
abatements and unaccrued deferrals in 2020 and (ii) a decrease in real estate taxes, net of amounts rebilled to
tenants, due to a lower assessment. These increases were offset by an increase in depreciation and amortization
expense primarily for improvements to the property.
Equity in earnings from sale of unconsolidated joint venture properties. The 2021 results represent a gain of
$805,000 from the sale of a portion of a joint venture’s property in Savannah, Georgia. The 2020 results
represent a gain of $121,000 from the sale of another joint venture’s property in Savannah, Georgia.
Prepayment costs on debt. The 2021 expense includes $799,000 incurred in connection with the sale of the
West Hartford, Connecticut property. The 2020 expense includes $833,000 incurred in connection with the sale
of the Knoxville, Tennessee property and $290,000 incurred in connection with the sale of the Onalaska,
Wisconsin property.
Other income. Other income in 2021 and 2020 include $695,000 and $430,000, respectively, of property
insurance recoveries related to our Lake Charles, Louisiana property damaged in an August 2020 hurricane. In
February 2022, we received a final payment of $918,000 of additional insurance proceeds related to this
property. In addition, 2021 includes a $100,000 fee obtained in connection with an assignment of a lease.
Interest expense. The following table summarizes interest expense for the periods indicated:
(Dollars in thousands)
Interest expense:
Mortgage interest
Credit line interest
Total
Mortgage interest
Year Ended
December 31,
2021
2020
Increase
(Decrease)
% Change
$
$
17,521 $
418
17,939 $
18,580 $
737
19,317 $
(1,059)
(319)
(1,378)
(5.7)
(43.3)
(7.1)
The following table reflects the average interest rate on the average principal amount of outstanding
mortgage debt during the applicable year:
(Dollars in thousands)
Average interest rate
Average principal amount
Year Ended
December 31,
2021
2020
4.22 %
4.20 %
$
416,914
$
441,529
$
Increase
(Decrease)
0.02 %
(24,615)
% Change
0.5
(5.6)
The decrease in mortgage interest in 2021 is due to the net decrease in the principal amount of mortgage debt
outstanding which resulted from scheduled amortization payments, and, primarily in connection with property
sales, the payoff of mortgages.
39
Credit facility interest
The following table reflects the average interest rate on the average principal amount of outstanding
credit line debt during the applicable year:
(Dollars in thousands)
Average interest rate
Average principal amount
Year Ended
December 31,
2021
2020
Increase
(Decrease)
1.86 %
2.53 %
(0.67)%
$
10,179
$
22,505
$
(12,326)
%
Change
(26.5)
(54.8)
The decrease in credit line interest in 2021 is primarily due to a decrease of $12.3 million in the
weighted average balance outstanding under our line of credit and, to a lesser extent, a 67 basis point decrease in
the weighted average interest rate due to decreases in the one month LIBOR rate.
Funds from Operations and Adjusted Funds from Operations
We compute funds from operations, or FFO, in accordance with the “White Paper on Funds From
Operations” issued by the National Association of Real Estate Investment Trusts (“NAREIT”) and NAREIT’s
related guidance. FFO is defined in the White Paper as net income (calculated in accordance with GAAP),
excluding depreciation and amortization related to real estate, gains and losses from the sale of certain real estate
assets, gains and losses from change in control, impairment write-downs of certain real estate assets and
investments in entities where the impairment is directly attributable to decreases in the value of depreciable real
estate held by the entity. Adjustments for unconsolidated partnerships and joint ventures are calculated to reflect
FFO on the same basis. In computing FFO, we do not add back to net income the amortization of costs in
connection with our financing activities or depreciation of non-real estate assets.
We compute adjusted funds from operations, or AFFO, by adjusting from FFO for our straight-line rent
accruals and amortization of lease intangibles, deducting lease termination and certain other non-recurring fees
and adding back amortization of restricted stock and restricted stock unit compensation expense, amortization of
costs in connection with our financing activities (including our share of our unconsolidated joint ventures),
income on insurance recoveries from casualties and debt prepayment costs. Since the NAREIT White Paper does
not provide guidelines for computing AFFO, the computation of AFFO may vary from one REIT to another.
We believe that FFO and AFFO are useful and standard supplemental measures of the operating
performance for equity REITs and are used frequently by securities analysts, investors and other interested
parties in evaluating equity REITs, many of which present FFO and AFFO when reporting their operating results.
FFO and AFFO are intended to exclude GAAP historical cost depreciation and amortization of real estate assets,
which assumes that the value of real estate assets diminish predictability over time. In fact, real estate values
have historically risen and fallen with market conditions. As a result, we believe that FFO and AFFO provide a
performance measure that when compared year over year, should reflect the impact to operations from trends in
occupancy rates, rental rates, operating costs, interest costs and other matters without the inclusion of
depreciation and amortization, providing a perspective that may not be necessarily apparent from net income. We
also consider FFO and AFFO to be useful to us in evaluating potential property acquisitions.
FFO and AFFO do not represent net income or cash flows from operations as defined by GAAP. FFO and
AFFO and should not be considered to be an alternative to net income as a reliable measure of our operating
performance; nor should FFO and AFFO be considered an alternative to cash flows from operating, investing or
financing activities (as defined by GAAP) as measures of liquidity. FFO and AFFO do not measure whether cash
flow is sufficient to fund all of our cash needs, including principal amortization, capital improvements and
distributions to stockholders.
Management recognizes that there are limitations in the use of FFO and AFFO. In evaluating our
performance, management is careful to examine GAAP measures such as net income and cash flows from
operating, investing and financing activities.
40
The following tables provide a reconciliation of net income and net income per common share (on a diluted
basis) in accordance with GAAP to FFO and AFFO for the years indicated (dollars in thousands, except per share
amounts):
2021
2020
GAAP net income attributable to One Liberty Properties, Inc.
Add: depreciation and amortization of properties
Add: our share of depreciation and amortization of unconsolidated joint ventures
Add: impairment due to casualty loss
Add: amortization of deferred leasing costs
Add: our share of amortization of deferred leasing costs of unconsolidated joint ventures
Deduct: gain on sale of real estate, net
Deduct: equity in earnings from sale of unconsolidated joint venture properties
Adjustments for non‑controlling interests
NAREIT funds from operations applicable to common stock
Deduct: straight‑line rent accruals and amortization of lease intangibles
Deduct: our share of straight‑line rent accruals and amortization of lease intangibles of
unconsolidated joint ventures
Deduct: lease termination fee income
Deduct: lease assignment fee income
Add: amortization of restricted stock and RSU compensation expense
Add: prepayment costs on debt
Deduct: income on insurance recoveries from casualty loss
Add: amortization and write‑off of deferred financing costs
Add: our share of amortization and write‑off of deferred financing costs of unconsolidated
joint ventures
Adjustments for non‑controlling interests
Adjusted funds from operations applicable to common stock
$ 38,857 $ 27,407
22,558
544
430
406
20
(17,280)
(121)
(88)
33,876
(1,408)
22,395
571
0
437
45
(25,463)
(805)
57
36,094
(1,019)
(10)
(560)
(100)
5,433
901
(695)
970
(73)
(15)
—
4,686
1,123
(430)
976
17
16
17
3
$ 41,047 $ 38,755
GAAP net income attributable to One Liberty Properties, Inc.
Add: depreciation and amortization of properties
Add: our share of depreciation and amortization of unconsolidated joint ventures
Add: impairment due to casualty loss
Add: amortization of deferred leasing costs
Add: our share of amortization of deferred leasing costs of unconsolidated joint ventures
Deduct: gain on sale of real estate, net
Deduct: equity in earnings from sale of unconsolidated joint venture properties
Adjustments for non‑controlling interests
NAREIT funds from operations per share of common stock
Deduct: straight‑line rent accruals and amortization of lease intangibles
Deduct: our share of straight‑line rent accruals and amortization of lease intangibles of
unconsolidated joint ventures
Deduct: lease termination fee income
Deduct: lease assignment fee income
Add: amortization of restricted stock and RSU compensation expense
Add: prepayment costs on debt
Deduct: income on insurance recoveries from casualty loss
Add: amortization and write‑off of deferred financing costs
Add: our share of amortization and write‑off of deferred financing costs of unconsolidated
joint ventures
Adjustments for non‑controlling interests
Adjusted funds from operations per share of common stock
$
2021
2020
1.85 $
1.06
0.03
—
0.02
—
(1.21)
(0.04)
0.01
1.72
(0.06)
—
(0.03)
—
0.26
0.04
(0.03)
0.05
1.33
1.12
0.03
0.02
0.02
—
(0.85)
(0.01)
—
1.66
(0.08)
—
—
—
0.23
0.06
(0.02)
0.05
—
—
1.95 $
—
—
1.90
$
41
The $2.2 million, or 6.5%, increase in FFO is due to:
(cid:2) a $1.4 million decrease in interest expense,
(cid:2) a $545,000 increase in lease termination fee income,
(cid:2) a $373,000 increase in other income, and
(cid:2) a $292,000 net increase in rental income.
Offsetting the increase is a $639,000 increase (net of a $152,000 decrease of professional fees from 2020)
in general and administrative expense.
See “—Comparison of Years Ended December 31, 2021 and 2020” for further information regarding
these changes.
The $2.3 million, or 5.9%, increase in AFFO is due to the increase in FFO as described above and:
(cid:2) the exclusion from AFFO of a $747,000 increase in general and administrative expense related to non-
cash compensation expense of RSUs and restricted stock, and
(cid:2) the addition to AFFO of $389,000 in rental income (i.e., the straight-line rent accruals in the 2020
period were higher than the accruals in the 2021 period due primarily to a lease extension at a property at
which the tenant was provided a rent abatement in the 2020 period).
The increase in AFFO was offset by the exclusion from AFFO of:
(cid:2) the $545,000 increase in lease termination fee income, and
(cid:2) $366,000 of the increase in other income.
See “—Comparison of Years Ended December 31, 2021 and 2020” for further information regarding these
changes.
Diluted per share FFO and AFFO were impacted negatively in the year ended December 31, 2021 by an
average increase from December 31, 2020 of approximately 671,000 in the weighted average number of shares
of common stock outstanding as a result of issuances of stock in-lieu of a portion of cash dividends and the
equity incentive, at-the-market equity offering and dividend reinvestment programs.
Comparison of Years Ended December 31, 2020 and 2019
As we qualify as a smaller reporting company, this comparison is omitted in accordance with Instruction 1 to
Item 303(a) of Regulation S-K.
42
Liquidity and Capital Resources
Our sources of liquidity and capital include cash flow from operations, cash and cash equivalents,
borrowings under our credit facility, refinancing existing mortgage loans, obtaining mortgage loans secured by
our unencumbered properties, issuance of our equity securities and property sales. In 2021, we obtained
approximately $31.0 million of net proceeds from property sales (after giving effect to $20.4 million of mortgage
debt repayments, $848,000 of debt prepayment costs and $414,000 which represents a non-controlling interest’s
share on the net proceeds of a consolidated joint venture property) and $10.6 million of proceeds from mortgage
financings. Our available liquidity at March 4, 2022 was approximately $97.9 million, including approximately
$12.6 million of cash and cash equivalents (including the credit facility’s required $3.0 million average deposit
maintenance balance) and, subject to borrowing base requirements, up to $85.3 million available under our credit
facility.
Liquidity and Financing
We expect to meet our short term (i.e., one year or less) and long term (i) operating cash requirements
(including debt service and anticipated dividend payments) principally from cash flow from operations, our
available cash and cash equivalents, proceeds from and, to the extent permitted and needed, our credit facility
and (ii) investing and financing cash requirements (including an estimated aggregate of $2.2 million of capital
and other expenditures for Havertys Furniture and The Vue) from the foregoing, as well as property financings,
property sales and sales of our common stock. We and our joint venture partner are also re-developing the
Manahawkin Property – however, because the re-development plan is being refined, we are not providing an
estimate of the re-development costs or the time frame within which the re-development will be completed.
The following table sets forth, as of December 31, 2021, information with respect to our mortgage debt that
is payable from January 2022 through December 31, 2024 (excluding the mortgage debt of our unconsolidated
joint venture):
(Dollars in thousands)
Amortization payments
Principal due at maturity
Total
2022
2023
2024
Total
$ 13,253 $ 12,801 $ 11,940 $ 37,994
95,257
$ 44,843 $ 25,774 $ 62,634 $ 133,251
31,590
50,694
12,973
At December 31, 2021, an unconsolidated joint venture had a first mortgage on its property (i.e., the
Manahawkin Property) with an outstanding balance of approximately $22.1 million, bearing interest at 4.0% per
annum and maturing in July 2025.
We intend to make debt amortization payments from operating cash flow and, though no assurance can be
given that we will be successful in this regard, generally intend to refinance, extend or payoff the mortgage loans
which mature in 2022 through 2024. We intend to repay the amounts not refinanced or extended from our
existing funds and sources of funds, including our available cash, proceeds from the sale of our common stock
and our credit facility (to the extent available).
We continually seek to refinance existing mortgage loans on terms we deem acceptable to generate
additional liquidity. Additionally, in the normal course of our business, we sell properties when we determine
that it is in our best interests, which also generates additional liquidity. Further, since each of our encumbered
properties is subject to a non-recourse mortgage (with standard carve-outs), if our in-house evaluation of the
market value of such property is less than the principal balance outstanding on the mortgage loan, we may
determine to convey, in certain circumstances, such property to the mortgagee in order to terminate our mortgage
obligations, including payment of interest, principal and real estate taxes, with respect to such property.
Typically, we utilize funds from our credit facility to acquire a property and, thereafter secure long-term,
fixed rate mortgage debt on such property. We apply the proceeds from the mortgage loan to repay borrowings
under the credit facility, thus providing us with the ability to re-borrow under the credit facility for the
acquisition of additional properties.
43
Credit Facility
Our credit facility provides that subject to borrowing base requirements, we can borrow up to $100.0 million
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 $30.0 million and 30% of the borrowing base subject to a cap of (i) $10.0
million for renovation purposes and (ii) $20.0 million for operating expense purposes. These limits will apply
through June 30, 2022. On July 1, 2022, the maximum amounts we can borrow for renovation expenses and
operating expenses will change to $20.0 million and $10.0 million, respectively, and to the extent that either of
these maximums is exceeded as of June 30, 2022, such excess must be repaid immediately. See “—Liquidity and
Capital Resources”. The facility matures December 31, 2022 and bears interest equal to the one month LIBOR
rate plus the applicable margin. The applicable margin ranges from 175 basis points if our ratio of total debt to
total value (as calculated pursuant to the facility) is equal to or less than 50%, increasing to a maximum of 300
basis points if such ratio is greater than 65%. The applicable margin was 175 and 200 basis points for 2021 and
2020, respectively. There is an unused facility fee of 0.25% per annum on the difference between the
outstanding loan balance and $100.0 million. The credit facility requires the maintenance of $3.0 million in
average deposit balances. For 2021, the weighted average interest rate on the facility was approximately 1.86%
and as of February 28, 2022, the rate on the facility was 1.88%.
The terms of our credit facility include certain restrictions and covenants which limit, among other things,
the incurrence of liens, and which require compliance with financial ratios relating to, among other things, the
minimum amount of tangible net worth, the minimum amount of debt service coverage, the minimum amount of
fixed charge coverage, the maximum amount of debt to total value, the minimum level of net income, certain
investment limitations and the minimum value of unencumbered properties and the number of such properties.
Net proceeds received from the sale, financing or refinancing of properties are generally required to be used to
repay amounts outstanding under our credit facility.
Material Contractual Obligations
The following sets forth our material contractual obligations as of December 31, 2021:
(Dollars in thousands)
Mortgages payable—interest and amortization
Mortgages payable—balances due at maturity
Credit facility(1)
Purchase obligations(2)
Total
Less than
1 Year
1 ‑ 3 Years
4 ‑ 5 Years
More than
5 Years
Total
Payment due by period
$ 29,605 $ 51,897 $ 39,224 $ 74,700 $ 195,426
292,108
11,700
18,813
$ 76,759 $ 123,344 $ 97,375 $ 220,569 $ 518,047
145,609
—
260
51,242
—
6,909
31,590
11,700
3,864
63,667
—
7,780
(1) Represents the amount outstanding at December 31, 2021. We may borrow up to $100.0 million pursuant to
such facility, subject to compliance with borrowing base requirements. At December 31, 2021, after giving
effect to such borrowing base requirements, $88.3 million was available to be borrowed. The facility expires
December 31, 2022. See “—Credit Facility”.
(2) Assumes that $3.4 million will be payable annually during the next five years pursuant to the compensation
and services agreement. Excludes (i) capital and other expenditures to be incurred in the ordinary course of
business in connection with tenant improvements (including $1.5 million in connection with the Havertys
Furniture lease extensions), (ii) amounts to be expended in connection with the re-development of the
Manahawkin Property, for which we are not providing an estimate and (iii) an estimated $700,000 for
funding capital expenditures and operating cash flow shortfalls at The Vue, of which $145,000 was funded
in 2022. See “—General Challenges and Uncertainties,” “—Challenges and Uncertainties Facing Certain
Properties and Tenants—The Vue”, and “—Challenges and Uncertainties Facing Certain Properties and
Tenants —Re-development of the Manahawkin Property”.
As of December 31, 2021, we had $399.7 million of mortgage debt outstanding (excluding mortgage debt of
our unconsolidated joint venture), all of which is non-recourse (subject to standard carve-outs). We expect that
mortgage interest and amortization payments (excluding repayments of principal at maturity) of approximately
$81.5 million due through 2024 will be paid primarily from cash generated from our operations. We anticipate
44
that principal balances due at maturity through 2024 of $95.3 million will be paid primarily from cash and cash
equivalents and mortgage financings and refinancings. If we are unsuccessful in refinancing our existing
indebtedness or financing our unencumbered properties, our cash flow, funds available under our credit facility
and available cash, if any, may not be sufficient to repay all debt obligations when payments become due, and we
may need to issue additional equity, obtain long or short- term debt, or dispose of properties on unfavorable
terms.
Inflation
We are exposed to inflation risk as income from long-term leases is the primary source of our cash flows
from operations. Approximately 76% of our leases contain provisions intended to mitigate the impact of
inflation. These provisions generally increase rental rates during the terms of the leases either at fixed rates or
indexed escalations (based on the Consumer Price Index or other measures). In addition, many of our leases
require the tenant to pay, or reimburse us for our payment of, all or a majority of the property's operating
expenses, including real estate taxes, utilities, insurance and building repairs, which may also mitigate our risks
associated with rising costs. However, these rent escalation provisions may not adequately offset the effects of
inflation.
Inflation may also affect the overall cost of our unhedged debt (i.e., primarily debt incurred pursuant to our
credit facility) and mortgage debt we may incur in the future. (The interest rate risk associated with substantially
all of our current mortgage debt is either mitigated through long-term fixed interest rate loans and interest rate
hedges). Increasing interest rates on acquisition mortgage debt limits the acquisition opportunities we can pursue
and reduces the prices at which we sell our properties.
Cash Distribution Policy
We have elected to be taxed as a REIT under the Internal Revenue Code of 1986, as amended. Accordingly,
to qualify as a REIT, we must, among other things, meet a number of organizational and operational
requirements, including a requirement that we distribute currently at least 90% of our ordinary taxable income to
our stockholders. It is our current intention to comply with these requirements and maintain our REIT status. As
a REIT, we generally will not be subject to corporate federal, state or local income taxes on taxable income we
distribute currently (in accordance with the Internal Revenue Code and applicable regulations) to our
stockholders. If we fail to qualify as a REIT in any taxable year, we will be subject to federal, state and local
income taxes at regular corporate rates and may not be able to qualify as a REIT for four subsequent tax years.
Even if we qualify for federal taxation as a REIT, we may be subject to certain state and local taxes on our
income and to federal income taxes on our undistributed taxable income (i.e., taxable income not distributed in
the amounts and in the time frames prescribed by the Internal Revenue Code and applicable regulations
thereunder) and are subject to Federal excise taxes on our undistributed taxable income.
It is our intention to pay to our stockholders within the time periods prescribed by the Internal Revenue Code
no less than 90%, and, if possible, 100% of our annual taxable income, including taxable gains from the sale of
real estate. It will continue to be our policy to make sufficient distributions to stockholders in order for us to
maintain our REIT status under the Internal Revenue Code.
Our board of directors will continue to evaluate, on a quarterly basis, the amount and nature (i.e., cash, stock
or a combination of the foregoing) of dividend payments based on its assessment of, among other things, our
short and long-term cash and liquidity requirements, prospects, debt maturities, projections of our REIT taxable
income, net income, funds from operations, and adjusted funds from operations.
Critical Accounting Estimates
Our discussion and analysis of financial condition and results of operations are based upon our consolidated
financial statements, which have been prepared in accordance with accounting principles generally accepted in
the United States ("GAAP"). The preparation of these financial statements requires us to make estimates and
assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements, as
well as the reported amounts of revenues and expenses during the reporting periods. On an ongoing basis, we
reconsider and evaluate our estimates and assumptions.
45
We base our estimates on historical experience, current trends and various other assumptions that we believe
to be reasonable under the circumstances, the results of which form the basis for making judgments about the
carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could
materially differ from any of our estimates under different assumptions or conditions. Our significant accounting
policies are discussed in Note 2 of our consolidated financial statements in this report. We believe the
accounting estimates listed below are the most critical to aid in fully understanding and evaluating our reported
financial results, and they require our most difficult, subjective or complex judgments, resulting from the need to
make estimates about the effect of matters that are inherently uncertain.
Revenue Recognition
Our main source of revenue is rental income from our tenants. Rental income includes: (i) base rents that our
tenants pay in accordance with the terms of their respective leases reported on a straight-line basis over the non-
cancellable term of each lease and (ii) reimbursements by tenants of certain real estate operating expenses. Since
many of our leases provide for rental increases at specified intervals, straight-line basis accounting requires us to
record as an asset and include in revenues, unbilled rent receivables which we will only receive if the tenant
makes all rent payments required through the expiration of the term of the lease. Accordingly, our management
must determine, in its judgment, that the unbilled rent receivable applicable to each specific tenant is collectable.
We review unbilled rent receivables on a quarterly basis and take into consideration the tenant’s payment history
and the financial condition of the tenant. In the event that the collectability of an unbilled rent receivable is
unlikely, we are required to write-off the receivable, which has an adverse effect on net income for the year in
which the direct write-off is taken, and will decrease total assets and stockholders’ equity.
Purchase Accounting for Acquisition of Real Estate
The fair value of real estate acquired is allocated to acquired tangible assets, consisting of land and building,
and identified intangible assets and liabilities, consisting of the value of above-market and below-market leases
and other value of in-place leases based in each case on their fair values. The fair value of the tangible assets of
an acquired property (which includes land, building and building improvements) is determined by valuing the
property as if it were vacant, and the “as-if-vacant” value is then allocated to land, building and building
improvements based on our determination of relative fair values of these assets. We assess fair value of the lease
intangibles based on estimated cash flow projections that utilize appropriate discount rates and available market
information. The fair values associated with below-market rental renewal options are determined based on our
experience and the relevant facts and circumstances that existed at the time of the acquisitions. The portion of the
values of the leases associated with below-market renewal options that we deem likely to be exercised are
amortized to rental income over the respective renewal periods. The allocation made by us may have a positive
or negative effect on net income and may have an effect on the assets and liabilities on the balance sheet.
Carrying Value of Real Estate Portfolio
We review our real estate portfolio on a quarterly basis to ascertain if there are any indicators of impairment
to the value of any of our real estate assets, including deferred costs and intangibles, to determine if there is any
need for an impairment charge. In reviewing the portfolio, we examine the type of asset, the current financial
statements or other available financial information of the tenant, the economic situation in the area in which the
asset is located, the economic situation in the industry in which the tenant is involved and the timeliness of the
payments made by the tenant under its lease, as well as any current correspondence that may have been had with
the tenant, including property inspection reports. For each real estate asset owned for which indicators of
impairment exist, we perform a recoverability test by comparing the sum of the estimated undiscounted future
cash flows attributable to the asset to its carrying amount. Management’s assumptions and estimates include
projected rental rates during the holding period and property capitalization rates in order to estimate
undiscounted future cash flows. If the undiscounted cash flows are less than the asset’s carrying amount, an
impairment loss is recorded to the extent that the estimated fair value is less than the asset’s carrying amount.
The estimated fair value is determined using a discounted cash flow model of the expected future cash flows
through the useful life of the property. Real estate assets that are expected to be disposed of are valued at the
lower of carrying amount or fair value less costs to sell on an individual asset basis. We generally do not obtain
any independent appraisals in determining value but rely on our own analysis and valuations. Any impairment
charge taken with respect to any part of our real estate portfolio will reduce our net income and reduce assets and
stockholders’ equity to the extent of the amount of any impairment charge, but it will not affect our cash flow or
our distributions until such time as we dispose of the property.
46
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
Our primary market risk exposure is the effect of changes in interest rates on the interest cost of draws on
our revolving variable rate credit facility and the effect of changes in the fair value of our interest rate swap
agreements. Interest rates are highly sensitive to many factors, including governmental monetary and tax
policies, domestic and international economic and political considerations and other factors beyond our control.
We use interest rate swaps to limit interest rate risk on variable rate mortgages. These swaps are used for
hedging purposes-not for speculation. We do not enter into interest rate swaps for trading purposes. At December
31, 2021, our aggregate liability in the event of the early termination of our swaps was $1.6 million.
At December 31, 2021, we had 19 interest rate swap agreements outstanding. The fair market value of the
interest rate swaps is dependent upon existing market interest rates and swap spreads, which change over time.
As of December 31, 2021, if there had been an increase of 100 basis points in forward interest rates, the fair
market value of the interest rate swaps would have increased by approximately $1.3 million and the net
unrealized loss on derivative instruments would have decreased by $1.3 million. If there were a decrease of 100
basis points in forward interest rates, the fair market value of the interest rate swaps would have decreased by
approximately $1.3 million and the net unrealized loss on derivative instruments would have increased by $1.3
million. These changes would not have any impact on our net income or cash.
Our variable mortgage debt, after giving effect to the interest rate swap agreements, bears interest at fixed
rates and accordingly, the effect of changes in interest rates would not impact the amount of interest expense that
we incur under these mortgages.
Our variable rate credit facility is sensitive to interest rate changes. At December 31, 2021, a 100 basis point
increase of the interest rate on this facility would increase our related interest costs by approximately $117,000
per year and a 100 basis point decrease of the interest rate would decrease our related interest costs by
approximately $12,000 per year.
The fair market value of our long-term debt is estimated based on discounting future cash flows at interest
rates that our management believes reflect the risks associated with long-term debt of similar risk and duration.
The following table sets forth our debt obligations by scheduled principal cash flow payments and maturity
date, weighted average interest rates and estimated fair market value at December 31, 2021:
(Dollars in thousands)
Fixed rate:
Long‑term debt
Weighted average interest rate
Variable rate:
Long‑term debt(1)
For the Year Ended December 31,
Fair
Market
2022
2023
2024
2025
2026
Thereafter
Total
Value
$ 44,843
$ 25,774
$ 62,634
$ 42,615
$ 29,277
$ 194,517
$ 399,660
$ 419,354
4.02 %
4.29 %
4.39 %
4.30 %
4.01 %
4.13 %
4.18 %
3.20 %
$ 11,700
$
—
$
—
$
—
$
—
$
—
$ 11,700
$ 11,700
(1) Our credit facility matures on December 31, 2022 and bears interest at the 30 day LIBOR rate plus the
applicable margin. The applicable margin varies based on the ratio of total debt to total value. See “Item 7.
Management’s Discussion and Analysis of Financial Conditions and Results of Operations—Liquidity and
Capital Resources—Credit Facility.”
47
Item 8. Financial Statements and Supplementary Data.
This information appears in Item 15(a) of this Annual Report on Form 10-K, and is incorporated into this
Item 8 by reference thereto.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
Not applicable.
Item 9A. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
A review and evaluation was performed by our management, including our Chief Executive Officer and
Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and
procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934,
as amended (the “Exchange Act”) as of the end of the period covered by this Annual Report on Form 10-K.
Based on that review and evaluation, our CEO and CFO have concluded that our disclosure controls and
procedures, as designed and implemented as of December 31, 2021, were effective.
Management’s Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial
reporting. Internal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) promulgated under
the Exchange Act as a process designed by, or under the supervision of, a company’s principal executive and
principal financial officers and effected by a company’s board, management and other personnel to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with GAAP and includes those policies and procedures that:
(cid:2) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions
and dispositions of the assets of a company;
(cid:2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial
statements in accordance with GAAP, and that receipts and expenditures of a company are being made
only in accordance with authorizations of management and the board of directors of a company; and
(cid:2) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or
disposition of a company’s assets that could have a material effect on the financial transactions.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect
misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risks that
controls may become inadequate because of changes in conditions or that the degree of compliance with the
policies or procedures may deteriorate.
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, assessed
the effectiveness of our internal control over financial reporting as of December 31, 2021. In making this
assessment, our management used criteria set forth by the Committee of Sponsoring Organizations of the
Treadway Commission in Internal Control—Integrated Framework (2013).
Based on its assessment, our management concluded that, as of December 31, 2021, our internal control over
financial reporting was effective based on those criteria.
Changes in Internal Controls over Financial Reporting
There have been no changes in our internal controls over financial reporting, as defined in in Rules 13a-15(f)
and 15d-15(f) promulgated under the Exchange Act, that occurred during the three months ended December 31,
2021 that materially affected, or is reasonably likely to materially affect, our internal controls over financial
reporting.
48
Item 9B. Other Information.
Adoption of 2022 Incentive Plan
In March 2022, our board of directors adopted, subject to stockholder approval, the 2022 Incentive Plan.
This plan permits us to grant: (i) stock options, restricted stock, restricted stock units, performance share awards
and any one or more of the foregoing, up to a maximum of 750,000 shares; and (ii) cash settled dividend
equivalent rights in tandem with the grant of certain awards.
Board Realignment
To more equally balance the membership of our three classes of directors, Karen A. Till on March 10, 2022,
resigned as a Class 2 director (with a term expiring at our 2023 annual meeting of stockholders) effective as of
the 2022 annual meeting of stockholders (the “Annual Meeting”) and contingent on her nomination and election
at the Annual Meeting as a Class 3 director (with a term expiring at our 2025 annual meeting of stockholders). In
addition, our board, effective as of the Annual Meeting, reduced (i) the number of members on the board to nine
director positions and (ii) the Class 2 director positions (with a term expiring in 2023) to three directors.
Tax Disclosure Update
The section of our prospectus dated August 13, 2020 included in our prospectus supplement dated August
13, 2020 entitled “Federal Income Tax Considerations - Impact of the Tax Cuts and Jobs Act on the Company
and its Stockholders- Limitations on Interest Deductibility; Real Property Trades or Businesses Can Elect Out
Subject to Longer Asset Cost Recovery Periods:” is hereby superseded, and is amended and restated in its
entirety to read as follows:
“Limitations on Interest Deductibility; Real Property Trades or Businesses Can Elect Out Subject to Longer
Asset Cost Recovery Periods: The Tax Cuts and Jobs Act, which was signed into law on December 22, 2017 (the
“Tax Act” or the “Act”) limits a taxpayer’s net interest expense deduction to 30% of the sum of adjusted taxable
income, business interest, and certain other amounts. Adjusted taxable income does not include items of income
or expense not allocable to a trade or business, business interest or expense, the new deduction for qualified
business income, NOLs, and for years prior to 2022, deductions for depreciation, amortization, or depletion. For
partnerships, the interest deduction limit is applied at the partnership level, subject to certain adjustments to the
partners for unused deduction limitation at the partnership level. The Act allows a real property trade or business
to elect out of this interest limit so long as it uses a 40-year recovery period for nonresidential real property, a 30-
year recovery period for residential rental property (40 year recovery period for residential rental property placed
in service before 2018), and a 20-year recovery period for related improvements described below. The
Consolidated Appropriations Act, 2021, which was signed into law on December 27, 2020, decreased the 40-year
recovery period for residential rental property placed in service before 2018 to a 30-year recovery period.
Disallowed interest expense is carried forward indefinitely (subject to special rules for partnerships).”
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not applicable.
Item 10. Directors, Executive Officers and Corporate Governance.
PART III
Apart from certain information concerning our executive officers which is set forth in Part I of this Annual
Report, additional information required by this Item 10 shall be included in our proxy statement for our 2022
annual meeting of stockholders, to be filed with the SEC not later than May 2, 2022, and is incorporated herein
by reference.
Item 11. Executive Compensation.
The information required by this Item 11 will be included in our proxy statement for our 2022 annual
meeting of stockholders, to be filed with the SEC not later than May 2, 2022, and is incorporated herein by
reference.
49
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters.
Apart from the equity compensation plan information required by Item 201(d) of Regulation S-K which is
set forth below, the information required by this Item 12 will be included in our proxy statement for our 2022
annual meeting of stockholders, to be filed with the SEC not later than May 2, 2022 and is incorporated herein by
reference.
Equity Compensation Plan Information
As of December 31, 2021, the only equity compensation plan under which equity compensation may be
awarded is our 2019 Incentive Plan, which was approved by our stockholders in June 2019. This plan permits us
to grant stock options, restricted stock, restricted stock units and performance based awards to our employees,
officers, directors, consultants and other eligible participants. The following table provides information as of
December 31, 2021 about shares of our common stock that may be issued upon the exercise of options, warrants
and rights under our 2019 Incentive Plan:
Number of
securities
to be issued
upon exercise
of outstanding
options, warrants
and rights(1)
(a)
230,752
—
230,752
Weighted average
exercise price
of outstanding
options,
warrants
and rights
(b)
—
—
—
Number of
securities
remaining available
for future issuance
under equity
compensation
plans (excluding
securities
reflected in
column(a))(2)
(c)
218,648
—
218,648
Plan Category
Equity compensation plans approved by security holders
Equity compensation plans not approved by security holders
Total
(1) Represents shares of common stock issuable pursuant to restricted stock units (“RSUs”). The shares of
common stock underlying these units vest, if and to the extent specified performance (i.e., average annual
return on capital) and/or market (i.e., average annual total stockholder return) conditions are satisfied by
June 30, 2022, 2023 and 2024, respectively. Excludes 294,200 shares of restricted stock issued pursuant to
our 2019 Incentive Plan as such shares, although subject to forfeiture, are outstanding. See Note 12 to our
consolidated financial statements.
(2) Gives effect to the 294,200 shares of restricted stock issued and outstanding pursuant to the 2019 Incentive
Plan. Does not give effect to 153,575 shares of restricted stock granted January 12, 2022 pursuant to our
2019 Incentive Plan.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
The information required by this Item 13 will be included in our proxy statement for our 2022 annual
meeting of stockholders, to be filed with the SEC not later than May 2, 2022 and is incorporated herein by
reference.
Item 14. Principal Accountant Fees and Services.
The information required by this Item 14 will be included in our proxy statement for our 2022 annual
meeting of stockholders, to be filed with the SEC not later than May 2, 2022 and is incorporated herein by
reference.
50
Item 15. Exhibits and Financial Statement Schedules.
(a) Documents filed as part of this Report:
PART IV
(1) The following financial statements of the Company are included in this Annual Report on Form 10-K:
—Report of Independent Registered Public Accounting Firm (PCAOB ID 00042)
—Statements:
Consolidated Balance Sheets
Consolidated Statements of Income
Consolidated Statements of Comprehensive Income
Consolidated Statements of Changes in Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
(2) Financial Statement Schedules:
F-1 through F-2
F-3
F-4
F-5
F-6
F-7 through F-8
F-9 through F-35
—Schedule III—Real Estate and Accumulated Depreciation
F-36 through F-39
All other schedules are omitted because they are not applicable or the required information is shown in the
consolidated financial statements or the notes thereto.
(b) Exhibits:
1.1 Equity Offering Sales Agreement, dated August 19, 2020 by and between One Liberty Properties,
Inc., D.A. Davidson & Co. and B. Riley FBR, Inc. (incorporated by reference to Exhibit 1.1 to our
Current Report on Form 8-K filed on August 19, 2020).
3.1 Articles of Amendment and Restatement of One Liberty Properties, Inc (incorporated by reference to
Exhibit 3.1 to our Annual Report on Form 10-K for the year ended December 31, 2020).
3.2 Amended and Restated By-Laws of One Liberty Properties, Inc. (incorporated by reference to
Exhibit 3.2 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2021).
4.1 Form of Common Stock Certificate (incorporated by reference to Exhibit 4.1 to our Registration
Statement on Form S-2, Registration No. 333-86850, filed on April 24, 2002 and declared effective
on May 24, 2002).
4.2* One Liberty Properties, Inc. 2016 Incentive Plan (incorporated by reference to Exhibit 10.1 to our
Quarterly Report on Form 10-Q for the quarter ended June 30, 2016).
4.3* One Liberty Properties, Inc. 2019 Incentive Plan (incorporated by reference to Exhibit 4.1 to our
Current Report on Form 8-K filed June 13, 2019).
4.4 Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange
Act of 1934 (incorporated by reference to Exhibit 4.5 to our Annual Report on Form 10-K for the
year ended December 31, 2020).
10.1 Third Amended and Restated Loan Agreement dated as of November 9, 2016, between VNB New
York, LLC, People’s United Bank, Bank Leumi USA and Manufacturers and Traders Trust
Company, as lenders, and One Liberty Properties, Inc. (the “Loan Agreement”) (incorporated by
reference to Exhibit 10.1 to our Current Report on Form 8-K filed November 10, 2016).
10.2 First Amendment to Loan Agreement dated July 1, 2019 (incorporated by reference to Exhibit 10.1
to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2019).
10.3 Second Amendment to Loan Agreement dated as of July 8, 2020 (incorporated by reference to
Exhibit 10.1 to our Current Report on Form 8-K filed July 14, 2020).
10.4 Third Amendment to Loan Agreement dated as of March 3, 2021 (incorporated by reference to
Exhibit 10.4 to our Annual Report on Form 10-K for the year ended December 31, 2020).
10.5* Compensation and Services Agreement effective as of January 1, 2007 between One Liberty
Properties, Inc. and Majestic Property Management Corp. (incorporated by reference to Exhibit 10.1
to our Current Report on Form 8-K filed on March 14, 2007).
51
10.6* First Amendment to Compensation and Services Agreement effective as of April 1, 2012 between
One Liberty Properties, Inc. and Majestic Property Management Corp. (incorporated by reference to
Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2012).
10.7* Form of Restricted Stock Award Agreement for awards granted in 2017 pursuant to the 2016
Incentive Plan (incorporated by reference to Exhibit 10.12 to our Annual Report on Form 10-K for
the year ended December 31, 2016).
10.8* Form of Performance Award Agreement for grants in 2017 pursuant to the 2016 Incentive Plan
(incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarter
ended September 30, 2017).
10.9* Form of Restricted Stock Award Agreement for awards granted in 2018 and 2019 pursuant to the
2016 Incentive Plan (incorporated by reference to Exhibit 10.7 of our Annual Report on Form 10-K
for the year ended December 31, 2017).
10.10* Form of Performance Award Agreement for grants in 2018 pursuant to the 2016 Incentive Plan
(incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarter
ended June 30, 2018).
10.11* Form of Performance Award Agreement for grants in 2019 and 2020 pursuant to the 2019 Incentive
Plan (incorporated by reference to Exhibit 10.2 to our Quarterly Report on Form 10-Q for the quarter
ended June 30, 2019).
10.12* Form of Restricted Stock Award Agreement for awards granted in 2020 and 2021 pursuant to the
2019 Incentive Plan (incorporated by reference to Exhibit 10.11 to our Annual Report on Form 10-K
for the year ended December 31, 2019).
10.13* Form of Performance Award Agreement for grants in 2021 pursuant to the 2019 Incentive Plan
(incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarter
ended September 30, 2021).
21.1 Subsidiaries of the Registrant
23.1 Consent of Ernst & Young LLP
31.1 Certification of President and Chief Executive Officer
31.2 Certification of Senior Vice President and Chief Financial Officer
32.1 Certification of President and Chief Executive Officer
32.2 Certification of Senior Vice President and Chief Financial Officer
101 The following financial statements, notes and schedule from the One Liberty Properties, Inc. Annual
Report on Form 10-K for the year ended December 31, 2021 filed on March 11, 2022, formatted in
Inline XBRL: (i) Consolidated Balance Sheets; (ii) Consolidated Statements of Income; (iii)
Consolidated Statements of Comprehensive Income; (iv) Consolidated Statements of Changes in
Equity; (v) Consolidated Statements of Cash Flows; (vi) Notes to the Consolidated Financial
Statements; and (vii) Schedule III – Consolidated Real Estate and Accumulated Depreciation.
104 Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL
document and included in Exhibit 101).
*
Indicates a management contract or compensatory plan or arrangement.
The file number for all the exhibits incorporated by reference is 001- 09279 other than exhibit 4.1 whose file
number is 333-86850.
Item 16. Form 10-K Summary
Not applicable.
52
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf of the undersigned, thereunto duly authorized.
March 11, 2022
ONE LIBERTY PROPERTIES, INC.
By:
/s/ PATRICK J. CALLAN, JR.
Patrick J. Callan, Jr.
President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by
the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature
Title
Date
/s/ MATTHEW J. GOULD
Matthew J. Gould
/s/ FREDRIC H. GOULD
Fredric H. Gould
Chairman of the Board of Directors
March 11, 2022
Vice Chairman of the Board of Directors
March 11, 2022
/s/ PATRICK J. CALLAN, JR.
Patrick J. Callan, Jr.
President, Chief Executive Officer and Director
(Principal Executive Officer)
March 11, 2022
/s/ CHARLES BIEDERMAN
Charles Biederman
Director
Joseph A. DeLuca
Director
/s/ EDWARD GELLERT
Edward Gellert
Director
/s/ JEFFREY A. GOULD
Jeffrey A. Gould
Director
/s/ J. ROBERT LOVEJOY
J. Robert Lovejoy
Director
/s/ LEOR SIRI
Leor Siri
Director
/s/ KAREN A. TILL
Karen A. Till
Director
53
March 11, 2022
March __, 2022
March 11, 2022
March 11, 2022
March 11, 2022
March 11, 2022
March 11, 2022
Signature
Title
Date
/s/ DAVID W. KALISH
David W. Kalish
Senior Vice President and Chief Financial Officer
(Principal Financial Officer)
March 11, 2022
/s/ KAREN DUNLEAVY
Karen Dunleavy
Senior Vice President, Financial
(Principal Accounting Officer)
March 11, 2022
54
Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of One Liberty Properties, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of One Liberty Properties, Inc. and
subsidiaries (the Company) as of December 31, 2021 and 2020, the related consolidated statements of income,
comprehensive income, changes in equity and cash flows for each of the three years in the period ended
December 31, 2021, and the related notes and financial statement schedule listed in the Index at Item 15(a)(2)
(collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial
statements present fairly, in all material respects, the financial position of the Company at December 31, 2021
and 2020, and the results of its operations and its cash flows for each of the three years in the period ended
December 31, 2021, in conformity with U.S. generally accepted accounting principles.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to
express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm
registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to
be independent with respect to the Company in accordance with the U.S. federal securities laws and the
applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of
material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged
to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain
an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on
the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such
opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial
statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures
included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
Our audits also included evaluating the accounting principles used and significant estimates made by
management, as well as evaluating the overall presentation of the financial statements. We believe that our audits
provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the
financial statements that was communicated or required to be communicated to the audit committee and that: (1)
relates to accounts or disclosures that are material to the financial statements and (2) involved our especially
challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in
any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by
communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the
account or disclosures to which it relates.
Impairment of Real Estate Investments
Description of the
Matter
At December 31, 2021, the Company’s real estate investments totaled approximately $677
million. As described in Note 2 to the consolidated financial statements, investments in real
estate are reviewed for impairment when circumstances indicate that the carrying value of a
property may not be recoverable.
Auditing the Company’s impairment assessment for real estate investments was especially
challenging and involved a high degree of subjectivity as a result of the assumptions and
estimates inherent in the determination of estimated future cash flows expected to result from
F-1
the property’s use and eventual disposition. In particular, management’s assumptions and
estimates included projected rental rates during the holding period and property capitalization
rates, which were sensitive to expectations about future operations, market or economic
conditions, demand and competition.
How We
Addressed the
Matter in Our
Audit
To test the Company's impairment assessment for real estate investments, we performed audit
procedures that included, among others, evaluating the methodologies applied and testing the
significant assumptions discussed above and the underlying data used by the Company in its
impairment analyses. In certain cases, we involved our valuation specialists to assist in
performing these procedures. We compared the significant assumptions used by management
to historical data and observable market-specific data. We also performed sensitivity analyses
of significant assumptions to evaluate the changes in estimated future cash flows that would
result from changes in the assumptions.
/s/ Ernst & Young LLP
We have served as the Company’s auditor since 1989.
New York, New York
March 11, 2022
F-2
ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Amounts in Thousands, Except Par Value)
ASSETS
Real estate investments, at cost
Land
Buildings and improvements
Total real estate investments, at cost
Less accumulated depreciation
Real estate investments, net
Property held-for-sale
Investment in unconsolidated joint ventures
Cash and cash equivalents
Unbilled rent receivable
Unamortized intangible lease assets, net
Escrow, deposits and other assets and receivables
Total assets(1)
Liabilities:
LIABILITIES AND EQUITY
Mortgages payable, net of $3,316 and $3,845 of deferred financing costs, respectively
Line of credit, net of $216 and $425 of deferred financing costs, respectively
Dividends payable
Accrued expenses and other liabilities
Unamortized intangible lease liabilities, net
Total liabilities(1)
Commitments and contingencies
Equity:
One Liberty Properties, Inc. stockholders’ equity:
Preferred stock, $1 par value; 12,500 shares authorized; none issued
Common stock, $1 par value; 50,000 shares authorized;
20,239 and 19,878 shares issued and outstanding
Paid-in capital
Accumulated other comprehensive loss
Distributions in excess of net income
Total One Liberty Properties, Inc. stockholders’ equity
Non-controlling interests in consolidated joint ventures(1)
Total equity
Total liabilities and equity
December 31,
2021
2020
$ 180,183 $ 190,391
648,667
839,058
147,136
691,922
657,458
837,641
160,664
676,977
1,270
10,172
16,164
14,330
20,694
13,346
—
10,702
12,705
15,438
24,703
20,667
$ 752,953 $ 776,137
$ 396,344 $ 429,704
12,525
9,261
21,498
11,189
484,177
11,484
9,448
18,992
10,407
446,675
—
—
20,239
322,793
(1,513)
(36,187)
305,332
946
306,278
19,878
313,430
(5,002)
(37,539)
290,767
1,193
291,960
$ 752,953 $ 776,137
(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 $12,158 of land, $18,472 and $23,372 of building and improvements, net of $4,957 and
$5,232 of accumulated depreciation, $3,580 and $3,679 of other assets included in other line items, $19,193 and $23,530
of real estate debt, net $1,350 and $1,278 of other liabilities included in other line items, and $946 and $1,193 of non-
controlling interests as of December 31, 2021 and 2020, respectively.
See accompanying notes.
F-3
ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Amounts in Thousands, Except Per Share Data)
Year Ended December 31,
2021
2020
2019
Revenues:
Rental income, net
Lease termination fees
Total revenues
Operating expenses:
$ 82,180 $ 81,888 $ 83,786
950
84,736
560
82,740
15
81,903
Depreciation and amortization
General and administrative (see Note 10 for related party information)
Real estate expenses (see Note 10 for related party information)
State taxes
Impairment due to casualty loss (see Note 13)
Total operating expenses
Other operating income
Gain on sale of real estate, net
Operating income
Other income and expenses:
22,832
14,310
13,802
291
—
51,235
22,964
13,671
13,634
310
430
51,009
22,026
12,442
14,074
348
—
48,890
25,463
56,968
17,280
48,174
4,327
40,173
Equity in earnings of unconsolidated joint ventures
Equity in earnings from sale of unconsolidated joint venture properties
Prepayment costs on debt
Other income (see Note 13)
Interest:
202
805
(901)
869
38
121
(1,123)
496
16
—
(827)
8
Expense
Amortization and write-off of deferred financing costs
(17,939)
(970)
(19,317)
(976)
(19,831)
(995)
39,034
(177)
18,544
(533)
$ 38,857 $ 27,407 $ 18,011
27,413
(6)
20,086
20,264
19,571
19,599
19,090
19,119
$
$
1.87 $
1.85 $
1.34 $
1.33 $
0.88
0.88
Net income
Net income attributable to non-controlling interests
Net income attributable to One Liberty Properties, Inc.
Weighted average number of common shares outstanding:
Basic
Diluted
Per common share attributable to common stockholders:
Basic
Diluted
See accompanying notes.
F-4
ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Amounts in Thousands)
Net income
$
Year Ended December 31,
2020
27,413 $
2021
39,034 $
2019
18,544
Other comprehensive income
Net unrealized gain (loss) on derivative instruments
Comprehensive income
Net income attributable to non-controlling interests
Adjustment for derivative instruments attributable to non-
controlling interests
3,497
42,531
(3,383)
24,030
(3,522)
15,022
(177)
(8)
(6)
4
(533)
9
Comprehensive income attributable to One Liberty Properties, Inc. $
42,346 $
24,028 $
14,498
See accompanying notes.
F-5
ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
FOR THE THREE YEARS ENDED DECEMBER 31, 2021
(Amounts in Thousands, Except Per Share Data)
Accumulated Accumulated
Non-Controlling
Interests in
Other
Distributions Consolidated
Common Paid-in Comprehensive in Excess of
Stock
$ 18,736 $ 287,250 $
Capital Income (Loss) Net Income Ventures
(10,730) $
1,890 $
Joint
Balances, December 31, 2018
Distributions—common stock
Cash — $1.80 per share
Shares issued through equity offering program—net
Restricted stock vesting
Shares issued through dividend reinvestment plan
Distributions to non-controlling interests
Compensation expense—restricted stock and RSUs
Net income
Other comprehensive loss
Balances, December 31, 2019
Distributions—common stock
Cash — $1.46 per share
Stock — $.34 per share
Restricted stock and RSU vesting
Shares issued through dividend reinvestment plan
Contribution from non-controlling interest
Distributions to non-controlling interests
Compensation expense—restricted stock and RSUs
Net income
Other comprehensive loss
Balances, December 31, 2020
Distributions – common stock
Cash – $1.80 per share
Restricted stock and RSU vesting
Shares issued through equity offering program—net
Shares issued through dividend reinvestment plan
Contributions from non-controlling interest
Distributions to non-controlling interests
Compensation expense—restricted stock and RSUs
Net income
Other comprehensive income
Balances, December 31, 2021
Total
1,449 $ 298,595
— (35,663)
5,200
—
—
—
5,712
—
(752)
(752)
3,870
—
18,544
533
(3,522)
(9)
1,221 291,984
— (29,736)
—
—
—
—
1,026
—
10
10
(40)
(40)
—
4,686
27,413
6
(3,383)
(4)
1,193 291,960
— (37,505)
—
—
3,314
—
977
—
25
25
(457)
(457)
—
5,433
39,034
177
3,497
8
946 $ 306,278
—
180
115
220
—
—
—
—
—
5,020
(115)
5,492
—
3,870
—
—
19,251 301,517
—
404
146
77
—
—
—
—
—
—
6,424
(146)
949
—
—
4,686
—
—
19,878 313,430
—
220
106
35
—
—
—
—
—
—
(220)
3,208
942
—
—
5,433
—
—
$ 20,239 $ 322,793 $
—
—
—
—
—
—
—
(3,513)
(1,623)
—
—
—
—
—
—
—
—
(3,379)
(5,002)
(35,663)
—
—
—
—
—
18,011
—
(28,382)
(29,736)
(6,828)
—
—
—
—
—
27,407
—
(37,539)
—
—
—
—
—
—
—
—
3,489
(1,513) $
(37,505)
—
—
—
—
—
—
38,857
—
(36,187) $
See accompanying notes.
F-6
ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in Thousands)
Year Ended December 31,
2019
2020
2021
Cash flows from operating activities:
Net income
Adjustments to reconcile net income to net cash provided by operating activities:
$ 39,034 $ 27,413 $ 18,544
(25,463)
—
(234)
—
(785)
5,433
(202)
(805)
1,440
22,832
970
(1,430)
6,759
1,012
48,561
(17,280)
430
(1,722)
1,094
(780)
4,686
(38)
(121)
208
22,964
976
(235)
(3,146)
677
35,126
(4,327)
—
(1,547)
585
(914)
3,870
(16)
—
97
22,026
995
(523)
129
(2,687)
36,232
(24,534)
(4,106)
(1,746)
52,685
975
—
97
23,371
(28,504)
(1,037)
—
29,413
150
—
311
333
(49,887)
(3,514)
—
40,761
—
(296)
11
(12,925)
(13,957)
(30,532)
10,600
3,314
21,200
(22,450)
977
(232)
25
(457)
(37,318)
(68,830)
(13,114)
(11,815)
18,200
—
41,500
(40,000)
1,026
(189)
10
(40)
(29,441)
(33,863)
(13,158)
(19,970)
50,310
5,200
54,550
(73,100)
5,712
(1,443)
—
(752)
(35,421)
(28,072)
3,102
13,564
(4,765)
16,733
$ 16,666 $ 13,564 $ 11,968
1,596
11,968
Gain on sale of real estate, net
Impairment due to casualty loss
Increase in unbilled rent receivable
Write-off of unbilled rent receivable
Amortization and write-off of intangibles relating to leases, net
Amortization of restricted stock and RSU compensation expense
Equity in earnings of unconsolidated joint ventures
Equity in earnings from sale of unconsolidated joint venture properties
Distributions of earnings from unconsolidated joint ventures
Depreciation and amortization
Amortization and write-off of deferred financing costs
Payment of leasing commissions
Decrease (increase) in escrow, deposits, other assets and receivables
Increase (decrease) in accrued expenses and other liabilities
Net cash provided by operating activities
Cash flows from investing activities:
Purchase of real estate
Improvements to real estate
Investments in ground leased property
Net proceeds from sale of real estate
Insurance recovery proceeds due to casualty loss
Contributions of capital to unconsolidated joint venture
Distributions of capital from unconsolidated joint ventures
Net cash provided by (used in) investing activities
Cash flows from financing activities:
Scheduled amortization payments of mortgages payable
Repayment of mortgages payable
Proceeds from mortgage financings
Proceeds from sale of common stock, net
Proceeds from bank line of credit
Repayment on bank line of credit
Issuance of shares through dividend reinvestment plan
Payment of financing costs
Capital contributions from non-controlling interest
Distributions to non-controlling interests
Cash distributions to common stockholders
Net cash used in financing activities
Net increase (decrease) in cash, cash equivalents and restricted cash
Cash, cash equivalents and restricted cash at beginning of year
Cash, cash equivalents and restricted cash at end of year
(continued on next page)
F-7
ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
(Amounts in Thousands)
The following table provides supplemental disclosure of cash flow information:
Cash paid for interest expense and prepayment costs on debt
Year Ended December 31,
2020
2021
$ 18,972 $ 20,213 $ 19,976
2019
Supplemental disclosure of non-cash investing activity:
Purchase accounting allocation - intangible lease assets
Purchase accounting allocation - intangible lease liabilities
Loan receivable in connection with sale of property
Lease liabilities arising from the recognition of right of use assets
$ 2,288 $
(632)
—
—
3,905 $ 4,245
(915)
(568)
4,613
—
5,027
2,858
Supplemental disclosure of non-cash financing activity:
Common stock dividend - portion paid in shares of common stock
$
— $
6,828 $
—
The following table provides a reconciliation of cash and cash equivalents and restricted cash reported
within the consolidated balance sheets that sum to the total of the same such amounts shown in the consolidated
statements of cash flows:
Cash and cash equivalents
Restricted cash included in escrow, deposits and other assets and receivables
Total cash, cash equivalents and restricted cash shown in the consolidated
statement of cash flows
December 31,
2021
16,164 $
502
2020
12,705
859
$
$
16,666 $
13,564
Restricted cash included in escrow, deposits and other assets and receivables represent amounts related to
real estate tax and other reserve escrows required to be held by lenders in accordance with the Company’s
mortgage agreements. The restriction on these escrow reserves will lapse when the related mortgage is repaid.
See accompanying notes.
F-8
ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2021
NOTE 1—ORGANIZATION AND BACKGROUND
One Liberty Properties, Inc. (“OLP”) was incorporated in 1982 in Maryland. OLP is a self-administered and
self-managed real estate investment trust (“REIT”). OLP acquires, owns and manages a geographically
diversified portfolio consisting primarily of industrial, retail, restaurant, health and fitness, and theater properties,
many of which are subject to long-term net leases. As of December 31, 2021, OLP owns 121 properties,
including three properties owned by consolidated joint ventures and three properties owned by unconsolidated
joint ventures. The 121 properties are located in 31 states.
NOTE 2—SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation
The consolidated financial statements include the accounts and operations of OLP, its wholly-owned
subsidiaries, its joint ventures in which the Company, as defined, has a controlling interest, and variable interest
entities (“VIEs”) 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.
Use of Estimates
The preparation of the consolidated financial statements in conformity with U.S. generally accepted
accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the
amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ
from those estimates.
Management believes that the estimates and assumptions that are most important to the portrayal of the
Company’s consolidated financial condition and results of operations, in that they require management’s most
difficult, subjective or complex judgments, form the basis of the accounting policies deemed to be most
significant to the Company. These significant accounting policies relate to revenues and the value of the
Company’s real estate portfolio, including investments in unconsolidated joint ventures. Management believes
its estimates and assumptions related to these significant accounting policies are appropriate under the
circumstances; however, should future events or occurrences result in unanticipated consequences, there could be
a material impact on the Company’s future consolidated financial condition or results of operations.
Segment Reporting
Substantially all of the Company’s real estate assets, at acquisition, are comprised of real estate owned that is
leased to tenants on a long-term basis. Therefore, the Company aggregates real estate assets for reporting
purposes and operates in one reportable segment.
Revenue Recognition
Rental income includes the base rent that each tenant is required to pay in accordance with the terms of their
respective leases reported on a straight-line basis over the non-cancelable term of the lease, if collectability is
probable. On a quarterly basis, management reviews the tenant’s payment history and financial condition in
determining, in its judgment, whether any accrued rental income and unbilled rent receivable balances applicable
to each specific property is collectable. Any changes to the collectability of lease payments or unbilled rent
receivables are recognized as a current period adjustment to rental revenue (see Note 3).
Some leases provide for increases based on the Consumer Price Index or for additional contingent rental
revenue in the form of percentage rents. The percentage rents are based upon the level of sales achieved by the
lessee and are recognized once the required sales levels are reached. A 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
F-9
ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2021
NOTE 2—SIGNIFICANT ACCOUNTING POLICIES (Continued)
rental income when the operating performance is achieved and the rent is received.
In 2020, due to the impact of the COVID-19 pandemic, rent concession agreements were executed with
certain of the Company’s tenants. In accordance with the FASB Staff Q&A, Topic 842 and 840 – Accounting for
Lease Concessions Related to the Effects of the COVID-19 Pandemic, the Company elected to (i) not evaluate
whether such COVID-19 pandemic related rent-relief is a lease modification under ASC 842 and (ii) treat each
tenant rent deferral or forgiveness as if it were contemplated as part of the existing lease contract. The Company
applied this accounting policy to those lease agreements, based on the type of concession provided to the tenant,
where the revised cash flows was substantially the same or less than the original lease agreement (see Note 3).
Many of the Company’s properties are subject to long-term net leases under which the tenant is typically
responsible to pay directly to the vendor the real estate taxes, insurance, utilities and ordinary maintenance and
repairs related to the property, and the Company is not the primary obligor with respect to such items. As a
result, the revenue and expenses relating to these properties are recorded on a net basis. For certain properties, in
addition to contractual base rent, the tenants pay their pro rata share of real estate taxes and operating expenses
to the Company. The income and expenses associated with properties at which the Company is the primary
obligor are generally recorded on a gross basis. During 2021, 2020 and 2019, the Company recorded
reimbursements of expenses of $10,938,000, $10,512,000 and $10,443,000, respectively, which are included in
Rental income, net in the accompanying consolidated statements of income.
Gains and losses on the sale of real estate investments are recorded when the Company no longer holds a
controlling financial interest in the entity which holds the real estate investment and the relevant revenue
recognition criteria under GAAP have been met.
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., real estate taxes, insurance, other operating expenses), lost rental revenue during the expected lease-up
periods based on its evaluation of current market demand and discount rates. Management also estimates costs to
execute similar leases, including leasing commissions and tenant improvements.
The values of acquired above-market and below-market leases are recorded based on the present values
(using discount rates which reflect the risks associated with the leases acquired) of the difference between the
contractual amounts to be received and management’s estimate of market lease rates, measured over the terms of
the respective leases that management deemed appropriate at the time of the acquisitions. Such valuations
include a consideration of the non-cancellable terms of the respective leases, as well as any applicable renewal
period(s). The fair values associated with below-market rental renewal options are determined based on the
Company’s experience and other relevant factors at the time of the acquisitions. The values of above-market
F-10
ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2021
NOTE 2—SIGNIFICANT ACCOUNTING POLICIES (Continued)
leases are amortized as a reduction to rental income over the terms of the respective non-cancellable lease
periods. The portion of the values of below-market leases are amortized as an increase to rental income over the
terms of the respective non-cancellable lease periods. The portion of the values of the leases associated with
below-market renewal options that management deemed are reasonably certain to be exercised by the tenant are
amortized to rental income over such renewal periods. The value of other intangible assets (i.e., origination costs)
is recorded to amortization expense over the remaining terms of the respective leases. If a lease is terminated
prior to its contractual expiration date or not renewed, all unamortized amounts relating to that lease would be
recognized in operations at that time. The estimated useful lives of intangible assets or liabilities generally range
from one to 34 years.
Accounting for Long-Lived Assets and Impairment of Real Estate Owned
The Company reviews its real estate portfolio on a quarterly basis for indicators of impairment to the value
of any of its real estate assets, including deferred costs and intangibles, to determine if there is any need for an
impairment charge. In reviewing the portfolio, the Company examines one or more of the following: the type of
asset, the current financial statements or other available financial information of the tenant, prolonged or
significant vacancies, the economic situation in the area in which the asset is located, the economic situation of
the industry in which the tenant is involved, the timeliness of the payments made by the tenant under its lease,
property inspection reports and communication with, by, or relating to, the tenant. For each real estate asset
owned for which indicators of impairment exist, management performs a recoverability test by comparing (i) the
sum of the estimated undiscounted future cash flows attributable to the asset, which are determined using
assumptions and estimates, including projected rental rates over an appropriate holding period and property
capitalization rates, to (ii) the carrying amount of the asset. If the aggregate undiscounted cash flows are less than
the asset’s carrying amount, an impairment loss is recorded to the extent that the estimated fair value is less than
the asset’s carrying amount. The estimated fair value is determined using a discounted cash flow model of the
expected future cash flows through the useful life of the property. The analysis includes an estimate of the future
cash flows that are expected to result from the real estate investment’s use and eventual disposition. These cash
flows consider factors such as expected future operating income, trends and prospects, the effects of leasing
demand, competition and other factors.
Properties Held-for-Sale
Real estate investments are classified as properties held-for-sale when management determines that the
investment meets the applicable criteria. Real estate assets that are classified as held-for-sale are: (i) valued at
the lower of carrying amount or the estimated fair value less costs to sell on an individual asset basis; and (ii) not
depreciated.
Depreciation and Amortization
Depreciation of buildings is computed on the straight-line method over an estimated useful life of 40 years.
Depreciation of building improvements is computed on the straight-line method over the estimated useful life of
the improvements. If the Company determines it is the owner of tenant improvements, the amounts funded to
construct the tenant improvements are treated as a capital asset and depreciated over the lesser of the remaining
lease term or the estimated useful life of the improvements on the straight-line method. Leasehold interest and
the related ground lease payments are amortized over the initial lease term of the leasehold position.
Depreciation expense (including amortization of a leasehold position, lease origination costs, and capitalized
leasing commissions) was $22,832,000, $22,964,000 and $22,026,000, for 2021, 2020 and 2019, respectively.
Cash and Cash Equivalents
All highly liquid investments with original maturities of three months or less when purchased are considered
to be cash equivalents.
F-11
ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2021
NOTE 2—SIGNIFICANT ACCOUNTING POLICIES (Continued)
Investment in Joint Ventures and Variable Interest Entities
The Financial Accounting Standards Board, or FASB, provides guidance for determining whether an entity
is a VIE. VIEs are defined as entities in which equity investors do not have the characteristics of a controlling
financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional
subordinated financial support. A VIE is required to be consolidated by its primary beneficiary, which is the
party that (i) has the power to control the activities that most significantly impact the VIE’s economic
performance and (ii) has the obligation to absorb losses, or the right to receive benefits, of the VIE that could
potentially be significant to the VIE.
The Company assesses the accounting treatment for each of its investments, including a review of each
venture or limited liability company or partnership agreement, to determine the rights of each party and whether
those rights are protective or participating. The agreements typically contain certain protective rights, such as the
requirement of partner approval to sell, finance or refinance the property and to pay capital expenditures and
operating expenditures outside of the approved budget or operating plan. In situations where, among other things,
the Company and its partners jointly (i) approve the annual budget, (ii) approve certain expenditures, (iii) prepare
or review and approve the joint venture’s tax return before filing, or (iv) approve each lease at a property, the
Company does not consolidate as the Company considers these to be substantive participation rights that result in
shared, joint power over the activities that most significantly impact the performance of the joint venture or
property. Additionally, the Company assesses the accounting treatment for any interests pursuant to which the
Company may have a variable interest as a lessor. Leases may contain certain protective rights, such as the right
of sale and the receipt of certain escrow deposits.
The Company accounts for its investments in unconsolidated joint ventures under the equity method of
accounting. All investments in unconsolidated joint ventures have sufficient equity at risk to permit the entity to
finance its activities without additional subordinated financial support and, as a group, the holders of the equity at
risk have power through voting rights to direct the activities of these ventures. As a result, none of these joint
ventures are VIEs. In addition, the Company shares power with its co-managing members over these entities, and
therefore the entities are not consolidated. These investments are recorded initially at cost, as investments in
unconsolidated joint ventures, and subsequently adjusted for their share of equity in earnings, cash contributions
and distributions. None of the joint venture debt is recourse to the Company, subject to standard carve-outs.
The Company reviews on a quarterly basis its investments in unconsolidated joint ventures for other-than-
temporary losses in investment value. Any decline that is not expected to be recovered based on the underlying
assets of the investment is considered other than temporary and an impairment charge is recorded as a reduction
in the carrying value of the investment.
During the three years ended December 31, 2021, there were no impairment charges related to the
Company’s investments in unconsolidated joint ventures.
The Company has elected to follow the cumulative earnings approach when assessing, for the consolidated
statement of cash flows, whether the distribution from the investee is a return of the investor’s investment as
compared to a return on its investment. The source of the cash generated by the investee to fund the distribution
is not a factor in the analysis (that is, it does not matter whether the cash was generated through investee
refinancing, sale of assets or operating results). Consequently, the investor only considers the relationship
between the cash received from the investee to its equity in the undistributed earnings of the investee, on a
cumulative basis, in assessing whether the distribution from the investee is a return on or a return of its
investment. Cash received from the unconsolidated entity is presumed to be a return on the investment to the
extent that, on a cumulative basis, distributions received by the investor are less than its share of the equity in the
undistributed earnings of the entity.
F-12
ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2021
NOTE 2—SIGNIFICANT ACCOUNTING POLICIES (Continued)
Fair Value Measurements
The Company measures the fair value of financial instruments based on the assumptions that market
participants would use in pricing the asset or liability. Fair value is defined as the price that would be received to
sell an asset or paid to transfer a liability in an orderly transaction between market participants at the
measurement date (exit price). As a basis for considering market participant assumptions in fair value
measurements, a fair value hierarchy distinguishes between market participant assumptions based on market data
obtained from sources independent of the reporting entity and the reporting entity’s own assumptions about
market participant assumptions. In accordance with the fair value hierarchy, Level 1 assets/liabilities are valued
based on quoted prices for identical instruments in active markets, Level 2 assets/liabilities are valued based on
quoted prices in active markets for similar instruments, on quoted prices in less active or inactive markets, or on
other “observable” market inputs and Level 3 assets/liabilities are valued based on significant “unobservable”
market inputs.
Deferred Financing Costs
Mortgage and credit line costs are deferred and amortized on a straight-line basis over the terms of the
respective debt obligations, which approximates the effective interest method. At December 31, 2021 and 2020,
accumulated amortization of such costs was $4,684,000 and $4,599,000, respectively. The Company presents
unamortized deferred financing costs as a direct deduction from the carrying amount of the associated debt
liability.
Escrows
Real estate taxes and other escrows aggregating $502,000 and $859,000 at December 31, 2021 and 2020,
respectively, are included in Escrow, deposits and other assets and receivables.
Income Taxes
The Company is qualified as a REIT under the applicable provisions of the Internal Revenue Code. Under
these provisions, the Company will not be subject to Federal, and generally, state and local income taxes, on
amounts distributed to stockholders, provided it distributes at least 90% of its ordinary taxable income and meets
certain other conditions.
The Company follows a two-step approach for evaluating uncertain tax positions. Recognition (step one)
occurs when an enterprise concludes that a tax position, based solely on its technical merits, is more-likely-than-
not to be sustained upon examination. Measurement (step two) determines the amount of benefit that more-
likely-than-not will be realized upon settlement. Derecognition of a tax position that was previously recognized
would occur when a company subsequently determines that a tax position no longer meets the more-likely-than-
not threshold of being sustained. The use of a valuation allowance as a substitute for derecognition of tax
positions is prohibited. The Company has not identified any uncertain tax positions requiring accrual.
Concentration of Credit Risk
The Company maintains cash accounts at various financial institutions. While the Company attempts to limit
any financial exposure, substantially all of its deposit balances exceed federally insured limits. The Company has
not experienced any losses on such accounts.
The Company’s properties are located in 31 states. No real estate investments in any one state contributed
more than 10% to the Company’s total revenues in any of the past three years.
No tenant contributed over 10% to the Company’s total revenues during 2021, 2020 and 2019.
F-13
ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2021
NOTE 2—SIGNIFICANT ACCOUNTING POLICIES (Continued)
Stock Based Compensation
The fair value of restricted stock grants and restricted stock units (“RSUs”), determined as of the date of
grant, is amortized into general and administrative expense over the respective vesting period. The deferred
compensation to be recognized as expense is net of forfeitures and the performance assumptions are re-evaluated
quarterly. The Company recognizes the effect of forfeitures when they occur and previously recognized
compensation expense is reversed in the period the grant or unit is forfeited. For share-based awards with a
performance or market measure, the Company recognizes compensation expense over the requisite service
period. The requisite service period begins on the date the Compensation Committee of the Company’s Board of
Directors authorizes the award, adopts any relevant performance measures and communicates the award to the
recipient.
Derivatives and Hedging Activities
The Company uses interest rate swaps to add stability to interest expense; not for trading or speculative
purposes.
The Company records all derivatives on the consolidated balance sheets at fair value using widely accepted
valuation techniques including discounted cash flow analysis on the expected cash flows of the derivatives. In
addition, the Company incorporates credit valuation adjustments to appropriately reflect both its own non-
performance risk and the respective counterparty’s non-performance risk in the fair value measurements. These
counterparties are generally large financial institutions engaged in providing a variety of financial services.
These institutions generally face similar risks regarding adverse changes in market and economic conditions
including, but not limited to, fluctuations in interest rates, exchange rates, equity and commodity prices and
credit spreads.
The accounting for changes in the fair value of derivatives depends on the intended use of the derivative,
whether the Company has elected to designate a derivative in a hedging relationship and apply hedge accounting
and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives
designated and qualifying as a hedge of the exposure to variability in expected future cash flows are considered
cash flow hedges. For derivatives designated as cash flow hedges, the effective portion of changes in the fair
value of the derivative is initially reported in accumulated other comprehensive income (outside of earnings) and
subsequently reclassified to earnings in the period in which the hedged transaction becomes ineffective. For
derivatives not designated as cash flow hedges, changes in the fair value of the derivative are recognized directly
in earnings in the period in which the change occurs; however, the Company’s policy is to not enter into such
transactions.
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.
F-14
ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2021
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 or terminate the lease. Revenues from such leases
are reported as Rental income, net, and are comprised of (i) lease components, which includes fixed and variable
lease payments and (ii) non-lease components which includes reimbursements of property level operating
expenses. The Company does not separate non-lease components from the related lease components, as the
timing and pattern of transfer are the same, and account for the combined component in accordance with ASC
842.
Fixed lease revenues represent the base rent that each tenant is required to pay in accordance with the terms
of their respective leases reported on a straight-line basis over the non-cancelable term of the 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):
Fixed lease revenues
Variable lease revenues
Lease revenues (a)
$
$
Year Ended December 31,
2020
69,823 $
11,285
81,108 $
2021
70,387 $
11,008
81,395 $
2019
70,788
12,084
82,872
(a) Excludes $785, $780 and $914 of amortization related to lease intangible assets and liabilities for 2021, 2020 and 2019,
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 December 31, 2021.
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 (i) deferred and accrued $3,360,000 of
rent payments and (ii) forgave $695,000 of rent payments, excluding amounts related to Regal Cinemas as
described below. During 2020, 2021 and through February 2022, the Company collected $497,000, $2,679,000
and $28,000, respectively, of such deferred rents. The $145,000 balance of deferred rents is deemed collectible
and $132,000 and $12,000 is expected to be collected during 2022 and 2023, respectively.
During 2020, the Company forgave $676,000 of rent payments from Regal Cinemas, a tenant at two
properties, which was adversely affected by the pandemic. In February 2021, the Company executed lease
amendments with this tenant pursuant to which (i) the Company agreed to defer an aggregate of $1,449,000 of
rent which was originally payable from September 2020 through August 2021 (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 February 28, 2022, the tenant is current on all lease payments, including COVID-19 deferral
repayments, in accordance with these lease amendments.
F-15
ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2021
NOTE 3—LEASES (Continued)
Minimum Future Rents
As of December 31, 2021, 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) $1,449,000 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.
For the year ended December 31,
2022
2023
2024
2025
2026
Thereafter
Total
Lease Termination Fees
$
$
68,365
64,478
55,868
51,484
47,306
153,783
441,284
During 2021, the Company received an aggregate of $487,000 as lease termination fees from two retail
tenants.
During 2020, the Company received $88,000 as a lease termination fee from an industrial tenant, of which
$73,000 and 15,000 was recognized in 2021 and 2020, respectively.
During 2019, the Company received an aggregate of $950,000 as lease termination fees from two retail
tenants and wrote-off $37,000 of unbilled rent receivable against rental income.
Unbilled Straight-Line Rent
At December 31, 2021 and 2020, the Company’s unbilled rent receivables aggregating $14,330,000 and
$15,438,000, respectively, represent rent reported on a straight-line basis in excess of rental payments required
under the respective leases. The unbilled rent receivable is to be billed and received pursuant to the lease terms
during the next 15 years.
During 2021, 2020 and 2019, the Company wrote-off $1,438,000, $365,000 and $182,000, respectively, of
unbilled straight-line rent receivable related to the properties sold during such years, which reduced the gain on
sale reported on the consolidated statements of income.
At December 31, 2021 and 2020, the Company’s unbilled rent payables aggregating $897,000 and $801,000,
respectively, represent rent reported on a straight-line basis less than rental payments required under the
respective leases. The unbilled rent payable is to be billed and received pursuant to the lease terms during the
next 20 years.
On a quarterly basis, the Company assesses the collectability of unbilled rent receivable balances by
reviewing the tenant’s payment history and financial condition. The Company has assessed the collectability of
all unbilled rent receivable balances as probable as of December 31, 2021. During 2020, the Company wrote-off,
as a reduction to rental income, $1,094,000 of unbilled rent receivables due from Regal Cinemas, a tenant at two
locations which was adversely affected by the pandemic, as the collection of such amounts was deemed less than
probable. During 2019, due to uncertainty related to certain tenants with going concern or bankruptcy issues, the
Company wrote-off, as a reduction to rental income, $548,000 of unbilled rent receivables.
F-16
ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2021
NOTE 3—LEASES (Continued)
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. At December 31, 2021 and 2020, the Company recorded a liability of
$6,634,000 and $6,895,000, respectively, for the obligation to make payments under the lease and an asset of
$6,267,000 and $6,663,000, respectively, for the right to use the underlying asset during the lease term which are
included in other liabilities and other assets, respectively, on the consolidated balance sheet. Lease payments
associated with renewal option periods that the Company determined were reasonably certain to be exercised are
included in the measurement of the lease liability and right of use asset. As of December 31, 2021, the remaining
lease term, including renewal options deemed exercised, is 13.2 years. The Company applied a discount rate of
2.95%, based on its incremental borrowing rate given the term of the lease, as the rate implicit in the lease is not
known. During the years ended December 31, 2021, 2020 and 2019, the Company recognized $599,000,
$533,000 and $525,000, respectively, of lease expense related to this ground lease which is included in Real
estate expenses on the consolidated statement 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 a 5-year renewal option. At December
31, 2021 and 2020, the Company recorded a liability of $578,000 and $602,000, respectively, for the obligation
to make payments under the lease and an asset of $564,000 and $593,000, respectively, for the right to use the
underlying asset during the lease term which are included in other liability and other assets, respectively, on the
consolidated balance sheet. Lease payments associated with the renewal option period, which was determined to
be reasonably certain to be exercised, are included in the measurement of the lease liability and right of use asset.
As of December 31, 2021, the remaining lease term, including renewal options deemed exercised, is 15.0 years.
The Company applied a discount rate of 3.81%, based on its incremental borrowing rate given the term of the
lease, as the rate implicit in the lease is not known. During the years ended December 31, 2021, 2020 and 2019,
the Company recognized $55,000, $57,000 and $54,000, respectively, of lease expense related to this office lease
which is included in General and administrative expenses on the consolidated statement of income.
Minimum Future Lease Payments
As of December 31, 2021, the minimum future lease payments related to the operating ground and office
leases are as follows (amounts in thousands):
For the year ended December 31,
2022
2023
2024
2025
2026
Thereafter
Total undiscounted cash flows
Present value discount
Lease liability
$
$
$
506
507
557
626
627
6,220
9,043
(1,831)
7,212
F-17
ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2021
NOTE 4—REAL ESTATE INVESTMENTS
Acquisitions
The following tables detail the Company’s real estate acquisitions and allocations of the purchase price
during 2021 and 2020 (amounts in thousands). The Company determined that with respect to each of these
acquisitions, the gross assets acquired are concentrated in a single identifiable asset. Therefore, these transactions
do not meet the definition of a business and are accounted for as asset acquisitions. As such, direct transaction
costs associated with these asset acquisitions have been capitalized to real estate assets and depreciated over their
respective useful lives.
Description of Property
Pureon, Inc. industrial facility,
Monroe, North Carolina
Multi-tenant industrial facility,
Lehigh Acres, Florida
Home Depot USA, Inc. industrial facility,
Omaha, Nebraska
TOTALS FOR 2021
Date
Acquired
Contract
Purchase
Price
Terms of
Payment
Capitalized
Transaction
Costs
May 27, 2021
$
7,000 Cash and $4,500 mortgage (a) $
September 29, 2021
9,355 Cash and $6,100 mortgage (a)
November 12, 2021
7,975 All cash
$ 24,330
Creative Office Environments industrial facility,
Ashland, Virginia
Fed Ex industrial facility,
Lowell, Arkansas
TOTALS FOR 2020
February 20, 2020 $
February 24, 2020
9,100 All cash (b)
19,150 All cash (b)
$ 28,250
60
77
67
204
119
135
254
$
$
$
(a) In 2021, simultaneously with the acquisitions of these properties, the Company obtained new mortgage debt of $4,500
and $6,100, bearing interest rates of 3.25% and 3.17% and maturing in 2027 and 2031, respectively.
(b) In 2020, subsequent to these acquisitions, the Company obtained new mortgage debt of $5,700 and $12,500, bearing
interest rates of 3.54% and 3.63% and maturing in 2035 and 2027, respectively.
Description of Property
Pureon, Inc. industrial facility,
Monroe, North Carolina
Multi-tenant industrial facility,
Lehigh Acres, Florida
Home Depot USA, Inc. industrial facility,
Omaha, Nebraska
TOTALS FOR 2021
Building &
Intangible Lease
Land
Improvements Asset (a) Liability (b)
Total
Market Cap
Rate (c)
Discount
Rate (c)
$
897 $
5,106 $ 1,057 $
—
$
7,060
7.00%
6.08%
1,935
7,393
701
(596)
9,433
6.75%
5.60%
1,000
3,832 $
6,547
19,046 $ 2,288 $
530
(36)
8,041
(632) $ 24,534
$
6.25%
6.16%
Creative Office Environments industrial facility,
Ashland, Virginia
Fed Ex industrial facility,
Lowell, Arkansas
TOTALS FOR 2020
$
$
391 $
7,901 $
927 $
—
$
9,219
6.50%
n/a
1,687
2,078 $
15,188
23,089 $ 3,905 $
2,978
(568)
19,285
(568) $ 28,504
6.25%
6.16%
(a) The weighted average amortization period for the 2021 and 2020 acquisitions is 4.1 years and 8.3 years for the intangible
lease assets, respectively.
(b) The weighted average amortization period for the 2021 and 2020 acquisitions is 8.2 years and 13.7 years for the
intangible lease liabilities, respectively.
(c) The fair value of the tangible and intangible lease assets of each property was assessed as of the acquisition date using an
income approach with a market capitalization and discount rate categorized as a Level 3 unobservable input in the fair
value hierarchy (as definted in Note 2) .
F-18
ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2021
NOTE 4—REAL ESTATE INVESTMENTS (Continued)
The Company assessed the fair value of the lease intangibles based on estimated cash flow projections that
utilize appropriate discount rates and available market information. Such inputs are Level 3 (as defined in Note
2) in the fair value hierarchy.
At December 31, 2021 and 2020, accumulated amortization of intangible lease assets was $25,892,000 and
$24,530,000, respectively, and accumulated amortization of intangible lease liabilities was $8,968,000 and
$8,539,000, respectively.
During 2021, 2020 and 2019, the Company recognized net rental income of $785,000, $780,000 and
$914,000, respectively, for the amortization of the above/below market leases. During 2021, 2020 and 2019, the
Company recognized amortization expense of $4,700,000, $4,617,000 and $4,039,000, respectively, relating to
the amortization of the origination costs associated with in-place leases, which is included in Depreciation and
amortization expense.
The unamortized balance of intangible lease assets as a result of acquired above market leases at December
31, 2021 will be deducted from rental income through 2032 as follows (amounts in thousands):
2022
2023
2024
2025
2026
Thereafter
Total
$
$
449
256
186
163
125
425
1,604
The unamortized balance of intangible lease liabilities as a result of acquired below market leases at
December 31, 2021 will be added to rental income through 2055 as follows (amounts in thousands):
2022
2023
2024
2025
2026
Thereafter
Total
$
1,203
961
742
519
512
6,470
$ 10,407
The unamortized balance of origination costs associated with in-place leases at December 31, 2021 will be
charged to amortization expense through 2055 as follows (amounts in thousands):
2022
2023
2024
2025
2026
Thereafter
Total
$
4,398
3,756
2,472
2,011
1,907
4,546
$ 19,090
Property Acquisition Subsequent to December 31, 2021
On January 5, 2022, the Company acquired an industrial property located in Fort Myers, Florida for
$8,100,000. The initial term of the lease expires in 2030. Subsequent to the acquisition, the Company obtained
$4,860,000 of nine-year mortgage debt with an interest rate of 3.09% and amortizing over 25 years.
F-19
ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2021
NOTE 5—SALES OF PROPERTIES AND PROPERTY HELD-FOR-SALE
The following chart details the Company’s sales of real estate during 2021, 2020 and 2019 (amounts in
thousands):
Description of Property
Whole Foods retail property & parking lot,
Date Sold
Gain on sale Mortgage Prepayment
Prepaid
on Sale
Costs on
Debt
of Real
Sales Price Estate, Net
Gross
West Hartford, Connecticut
Vacant retail property,
Philadelphia, Pennsylvania
Wendys restaurant property,
Hanover, Pennsylvania
Wendys restaurant property,
Gettysburg, Pennsylvania
TOTALS FOR 2021
Hobby Lobby retail property,
Onalaska, Wisconsin
CarMax retail property,
Knoxville, Tennessee
PetSmart retail property
Houston, Texas
Guitar Center retail property,
Houston, Texas
TOTALS FOR 2020
Kmart retail property,
Clemmons, North Carolina
Multi-tenant retail property,
Athens, Georgia
June 17, 2021
$ 40,510 $
21,469 $ 15,403
$
799
July 1, 2021
8,300
1,299 (a)
3,574
December 27, 2021
2,815
1,331
696
December 27, 2021
$
2,885
54,510 $
1,364
25,463 (b) $ 20,387 $
714
26
11
12
848
February 11, 2020 $
7,115 $
4,252
$
3,332 $
290
July 1, 2020
18,000
10,316
8,483
December 15, 2020
4,013 (c)
1,067
n/a
833
n/a
December 15, 2020
$
5,212 (c)
34,340 $
1,645
17,280 (d) $ 11,815 $
n/a
n/a
1,123
June 20, 2019
$
5,500 $
1,099 (e) $
1,705 $
41
August 23, 2019
6,050
1,045
2,645
161
Land - The Briarbrook Village Apartments,
Wheaton, Illinois
Aaron's retail property,
Houston, Texas
Assisted living facility,
Round Rock, Texas
TOTALS FOR 2019
August 29, 2019
12,066
1,530
October 21, 2019
1,675
218
n/a
n/a
December 10, 2019
$
16,600
41,891 $
435
13,157
4,327 (f) $ 17,507 $
n/a
n/a
625
827
(a) This property was owned by a consolidated joint venture in which the Company held a 90% interest. The non-
controlling interest’s share of the gain was $130.
(b) As a result of these sales, the Company wrote-off, as a reduction to Gain on sale of real estate, net, an aggregate of
$1,438 of unbilled rent receivables and $967 of unamortized intangible lease assets.
(c) In connection with these sales, the Company provided seller-financing of an aggregate of $4,613 which was
included in other receivables on the consolidated balance sheet at December 31, 2020. The loan was repaid in full
in 2021 (see Note 13).
(d) As a result of these sales, the Company wrote-off, as a reduction to Gain on sale of real estate, net, an aggregate of
$365 of unbilled rent receivables and $367 of unamortized intangible lease liabilities.
(e) This property was owned by a consolidated joint venture in which the Company held a 90% interest. The non-
controlling interest’s share of the gain was $422.
(f) As a result of these sales, the Company wrote-off, as a reduction to Gain on sale of real estate, net, an aggregate of
$182 of unbilled rent receivables and $915 of unamortized intangible lease liabilities.
F-20
ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2021
NOTE 5—SALES OF PROPERTIES AND PROPERTY HELD-FOR-SALE (Continued)
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 on December 14, 2021.
At 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 sheet. It is anticipated that
this sale will be completed in April 2022 and will result in a gain which will be recognized in the three and six
months ending June 30, 2022.
In January 2022, the Company entered into a contract to sell four restaurant properties located in
Pennsylvania for $10,000,000. The buyer’s right to terminate the contract without penalty expired on February
28, 2022. It is anticipated the sale will be completed in April 2022.
NOTE 6—VARIABLE INTEREST ENTITIES, CONTINGENT LIABILITY AND CONSOLIDATED
JOINT VENTURES
Variable Interest Entities—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. Ground lease rental income amounted to $0,
$729,000 and $1,597,000 during 2021, 2020 and 2019, respectively. Included in the 2019 amounts is rental
income of $814,000 from a previously held VIE property located in Wheaton, Illinois which was sold in August
2019 (see Note 5).
As of December 31, 2021, the VIE’s maximum exposure to loss was $15,756,000 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 $66,013,000 as of December 31, 2021.
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 from January 1 through March 1, 2022. These amounts are included as part of the carrying amount of
the land. The Company did not fund any such amounts during the year ended December 31, 2020.
Variable Interest Entities—Consolidated Joint Ventures
The Company has determined that 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
F-21
ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2021
NOTE 6—VARIABLE INTEREST ENTITIES, CONTINGENT LIABILITY AND CONSOLIDATED
JOINT VENTURES (Continued)
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):
December 31,
Land
Buildings and improvements, net of accumulated depreciation of $4,957 and $5,232, respectively
Cash
Unbilled rent receivable
Unamortized intangible lease assets, net
Escrow, deposits and other assets and receivables
Mortgages payable, net of unamortized deferred financing costs of $195 and $253, respectively
Accrued expenses and other liabilities
Unamortized intangible lease liabilities, net
Accumulated other comprehensive loss
Non-controlling interests in consolidated joint ventures
2021
2020 (a)
$ 10,365 $ 12,158
23,372
1,102
861
627
1,089
23,530
752
526
(127)
1,193
18,472
1,134
1,020
548
878
19,193
875
475
(33)
946
(a) Includes a consolidated joint venture, in which the Company held an 90% interest, located in Philadelphia,
Pennsylvania which was sold in July 2021 (see Note 5).
MCB Real Estate, LLC and its affiliates (‘‘MCB’’) are the Company’s joint venture partner in two and three
consolidated joint ventures at December 31, 2021 and 2020, respectively, in which the Company has aggregate
equity investments of approximately $4,691,000 and $7,495,000, 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.
NOTE 7—INVESTMENT IN UNCONSOLIDATED JOINT VENTURES
As of December 31, 2021 and 2020, 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
$10,172,000 and $10,702,000, respectively. The Company recorded equity in earnings of $202,000, $38,000 and
$16,000 during 2021, 2020 and 2019, respectively.
In July 2021, an unconsolidated joint venture sold a portion of its land, located in Savannah, Georgia for
$2,559,000, net of closing costs. The Company’s 50% share of the gain from this sale was $805,000, which is
included in Equity in earnings from sale of unconsolidated joint venture properties on the consolidated statement
of income for the year ended December 31, 2021. The unconsolidated joint venture retained approximately 2.2
acres of land at this property.
In March 2020, an unconsolidated joint venture sold another of its properties located in Savannah, Georgia
for $819,000, net of closing costs. The Company’s 50% share of the gain from this sale was $121,000, which is
included in Equity in earnings from sale of unconsolidated joint venture properties on the consolidated statement
of income for the year ended December 31, 2020.
At December 31, 2021 and 2020, MCB and the Company are partners in an unconsolidated joint venture in
which the Company’s equity investment is approximately $8,773,000 and $8,761,000, respectively.
F-22
ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2021
NOTE 8—DEBT OBLIGATIONS
Mortgages Payable
The following table details the Mortgages payable, net, balances per the consolidated balance sheets
(amounts in thousands):
Mortgages payable, gross
Unamortized deferred financing costs
Mortgages payable, net
December 31,
2021
2020
$ 399,660 $ 433,549
(3,845)
$ 396,344 $ 429,704
(3,316)
At December 31, 2021, there were 69 outstanding mortgages payable, all of which are secured by first liens
on individual real estate investments with an aggregate gross carrying value of $670,462,000 before accumulated
depreciation of $120,055,000. After giving effect to interest rate swap agreements (see Note 9), the mortgage
payments bear interest at fixed rates ranging from 3.02% to 5.50%, and mature between 2022 and 2042. The
weighted average interest rate on all mortgage debt was 4.18% and 4.19% at December 31, 2021 and 2020,
respectively.
During 2020, due to the COVID-19 pandemic, the Company and its mortgage lenders agreed to defer the
payment of $1,670,000 of debt service due in 2020 and 2021. Of the total deferred, approximately $215,000 and
$174,000 was repaid in 2021 and 2020, respectively, $210,000 was deferred until 2022 through 2023 and the
balance was deferred until the maturity of such debt.
Scheduled principal repayments during the periods indicated are as follows (amounts in thousands):
Year Ending December 31,
2022
2023
2024
2025
2026
Thereafter
Total
Line of Credit
$ 44,843
25,774
62,634
42,615
29,277
194,517
$ 399,660
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 $30,000,000
and 30% of the borrowing base, subject to a cap of (i) $10,000,000 for renovation purposes and (ii) $20,000,000
for operating expense purposes. These limits will apply through June 30, 2022. On July 1, 2022, the maximum
amounts the Company can borrow for renovation expenses and operating expenses will change to $20,000,000
and $10,000,000, respectively, and, to the extent that either of these maximums is exceeded as of June 30, 2022,
such excess must be repaid immediately. Net proceeds received from the sale, financing or refinancing of
properties are generally required to be used to repay amounts outstanding under the credit facility. The facility is
guaranteed by subsidiaries of the Company that own unencumbered properties and the Company is required to
pledge to the lenders the equity interests in such subsidiaries.
F-23
ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2021
NOTE 8—DEBT OBLIGATIONS (Continued)
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 December 31, 2021 and 2020, respectively. An unused facility fee of .25% per annum applies
to the facility. The weighted average interest rate on the facility was approximately 1.86%, 2.53% and 4.03%
during 2021, 2020 and 2019, respectively.
The credit facility includes certain restrictions and covenants which may limit, among other things, the
incurrence of liens, and which require compliance with financial ratios relating to, among other things, the
minimum amount of tangible net worth, the minimum amount of debt service coverage, the minimum amount of
fixed charge coverage, the maximum amount of debt to value, the minimum level of net income, certain
investment limitations and the minimum value of unencumbered properties and the number of such properties.
The Company was in compliance with all covenants at December 31, 2021.
The following table details the Line of credit, net, balances per the consolidated balance sheets (amounts in
thousands):
Line of credit, gross
Unamortized deferred financing costs
Line of credit, net
December 31,
2021
2020
$ 11,700 $ 12,950
(425)
$ 11,484 $ 12,525
(216)
At March 1, 2022, there was an outstanding balance of $14,700,000 (before unamortized deferred financing
costs), and $20,000,000 was available for operating expense purposes under the facility.
NOTE 9—FAIR VALUE MEASUREMENTS
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 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 December 31, 2020, the $461,965,000 estimated fair value of the Company’s mortgages payable is
greater than their $433,549,000 carrying value (before unamortized deferred financing costs) by approximately
$28,416,000, assuming a blended market interest rate of 3.00% based on the 7.1 year weighted average
remaining term to maturity of the mortgages.
At December 31, 2021 and 2020, the carrying amount of the Company’s line of credit (before unamortized
deferred financing costs) of $11,700,000 and $12,950,000, respectively, approximates its fair value.
The fair value of the Company’s mortgages payable and line of credit are estimated using unobservable
inputs such as available market information and discounted cash flow analysis based on borrowing rates the
Company believes it could obtain with similar terms and maturities. These fair value measurements fall within
Level 3 of the fair value hierarchy.
Considerable judgment is necessary to interpret market data and develop the estimated fair value. The use of
different market assumptions and/or estimation methodologies may have a material effect on the estimated fair
value amounts.
F-24
ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2021
NOTE 9—FAIR VALUE MEASUREMENTS (Continued)
Fair Value on a Recurring Basis
As of December 31, 2021, 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 $56,884,000 notional amount maturing
between 2022 and 2026 (weighted average remaining term to maturity of 2.5 years). 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
December 31, 2021).
The fair value of the Company’s derivative financial instruments, using Level 2 inputs, was determined to be
the following (amounts in thousands):
As of
Carrying and
December 31, Fair Value
Balance Sheet
Classification
Financial liabilities:
Interest rate swaps
$
2021
2020
1,514 Other liabilities
5,012
Fair values are approximated using widely accepted valuation techniques including discounted cash flow
analysis on the expected cash flows of the derivatives. This analysis reflects the contractual terms of the
derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate
curves and implied volatilities.
Although the Company has determined the majority of the inputs used to value its derivatives fall within
Level 2 of the fair value hierarchy, the credit valuation adjustments associated with it use Level 3 inputs, such as
estimates of current credit spreads, to evaluate the likelihood of default by the Company and its counterparty. As
of December 31, 2021, 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):
Year Ended December 31,
2020
2019
2021
One Liberty Properties Inc. and Consolidated Subsidiaries
Amount of gain (loss) recognized on derivatives in other comprehensive
loss
Amount of reclassification from Accumulated other comprehensive loss
into Interest expense
$
1,179 $ (5,481) $ (4,224)
(2,318)
(2,098)
(702)
During 2021, 2020 and 2019, in connection with the sale of several properties and the early payoff of the
related mortgages, the Company discontinued hedge accounting on the related interest rate swaps as the hedged
forecasted transactions were no longer probable to occur. As such, the Company accelerated the reclassification
of amounts from accumulated other comprehensive loss to interest expense which is recorded as Prepayment
costs on debt in the consolidated statements of income. Such reclassifications amounted to $867,000, $776,000
and $816,000 during 2021, 2020 and 2019, respectively.
During the twelve months ending December 31, 2022, the Company estimates an additional $930,000 will
be reclassified from Accumulated other comprehensive income as an increase to Interest expense.
F-25
ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2021
NOTE 9—FAIR VALUE MEASUREMENTS (Continued)
The derivative agreements in effect at December 31, 2021 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 December 31, 2021 and 2020, the fair value of the derivatives in a liability position, including accrued
interest of $84,000 and $120,000, respectively, but excluding any adjustments for non-performance risk, was
approximately $1,632,000 and $5,314,000, respectively. In the event the Company had breaches of any of the
contractual provisions of the derivative contracts, it would be required to settle its obligations thereunder at their
termination liability value of $1,632,000 and $5,314,000 as of December 31, 2021 and 2020, respectively. This
termination liability value, net of adjustments for non-performance risk of $34,000 and $182,000, is included in
Accrued expenses and other liabilities on the consolidated balance sheets at December 31, 2021 and 2020,
respectively.
NOTE 10—RELATED PARTY TRANSACTIONS
Compensation and Services Agreement
Pursuant to the compensation and services agreement with Majestic Property Management Corp.
(“Majestic”), Majestic provides the Company with 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 $3,111,000 in 2021, $3,011,000 in 2020 and
$2,826,000 in 2019. Included in these fees are $1,365,000 in 2021, $1,265,000 in 2020 and $1,307,000 in 2019,
of property management services. The amounts paid for property management services is based on 1.5% and
2.0% of the rental payments (including tenant reimbursements) actually received by the Company from net lease
tenants and operating lease tenants, respectively. The Company does not pay Majestic with respect to properties
managed by third parties. The Company also paid Majestic, pursuant to the compensation and services agreement
$295,000 in 2021, $275,000 in 2020 and $216,000 in 2019 for the Company’s share of all direct office expenses,
including rent, telephone, postage, computer services, internet usage and supplies.
Executive officers and others providing services to the Company under the compensation and services
agreement were awarded shares of restricted stock and RSUs under the Company’s stock incentive plans
(described in Note 12). The related expense charged to the Company’s operations was $2,590,000, $2,349,000
and $1,973,000 in 2021, 2020 and 2019, respectively.
The amounts paid under the compensation and services agreement (except for the property management
services which are included in Real estate expenses) and the costs of the stock incentive plans are included in
General and administrative expense on the consolidated statements of income for 2021, 2020 and 2019.
F-26
ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2021
NOTE 10—RELATED PARTY TRANSACTIONS (Continued)
Joint Venture Partners and Affiliates
During 2021, 2020 and 2019, the Company paid an aggregate of $83,000, $76,000 and $82,000,
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 $118,000, $93,000 and $117,000 to
the other partner of the ventures, which reduced Equity in earnings on the consolidated statements of income by
$59,000, $47,000 and $59,000 during 2021, 2020 and 2019, respectively. In addition, in 2020, an unconsolidated
joint venture of the Company paid a leasing commission and development fee totaling $75,000 to the other
partner of the venture, which was in Investment in unconsolidated joint ventures on the consolidated balance
sheet as of December 31, 2020.
Other
During 2021, 2020 and 2019, the Company paid fees of (i) $298,000, $298,000 and $289,000, respectively,
to the Company’s chairman and (ii) $119,000, $119,000 and $116,000, respectively, to the Company’s vice
chairman. These fees are included in General and administrative expense on the consolidated statements of
income.
At December 31, 2021 and 2020, Gould Investors L.P. (“Gould Investors”), a related party, owned
1,921,712 and 1,894,883 shares of the outstanding common stock of the Company, respectively, or
approximately 9.2% and 9.2%, respectively.
The Company obtains its property insurance in conjunction with Gould Investors and reimburses Gould
Investors annually for the Company’s insurance cost relating to its properties. Amounts reimbursed to Gould
Investors were $1,402,000, $1,168,000 and $1,025,000 during 2021, 2020 and 2019, respectively. Included in
Real estate expenses on the consolidated statements of income is insurance expense of $1,267,000, $1,091,000
and $927,000 during 2021, 2020 and 2019, respectively. The balance of the amounts reimbursed to Gould
Investors represents prepaid insurance and is included in Other assets on the consolidated balance sheets.
F-27
ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2021
NOTE 11—EARNINGS PER COMMON SHARE
Basic earnings per share was determined by dividing net income allocable to common stockholders for each
year by the weighted average number of shares of common stock outstanding during the applicable year. Net
income is also allocated to the unvested restricted stock outstanding during each year, as the restricted stock is
entitled to receive dividends and is therefore considered a participating security. As of December 31, 2021, the
shares of common stock underlying the RSUs awarded in 2019 through 2021 under the 2019 Incentive Plan (see
Note 12) are excluded from the basic earnings per share calculation, as these units are not participating securities.
Diluted earnings per share reflects the potential dilution that could occur if securities or other rights
exercisable for, or convertible into, common stock were exercised or converted or otherwise resulted in the
issuance of common stock that shared in the earnings of the Company.
The following table provides a reconciliation of the numerator and denominator of earnings per share
calculations (amounts in thousands, except per share amounts):
Year Ended December 31,
2020
2021
2019
Numerator for basic and diluted earnings per share:
Net income
Deduct net income attributable to non-controlling interests
Deduct earnings allocated to unvested restricted stock (a)
Net income available for common stockholders: basic and diluted
Denominator for basic earnings per share:
Weighted average number of common shares outstanding
Effect of dilutive securities: RSUs
Denominator for diluted earnings per share:
Weighted average number of shares
Earnings per common share, basic
Earnings per common share, diluted
$
$
39,034 $
(177)
(1,326)
37,531 $
27,413 $
(6)
(1,263)
26,144 $
18,544
(533)
(1,227)
16,784
20,086
178
19,571
28
19,090
29
20,264
19,599
19,119
$
$
1.87 $
1.85 $
1.34 $
1.33 $
0.88
0.88
(a) Represents an allocation of distributed earnings to unvested restricted stock that, as participating securities, are entitled
to receive dividends.
F-28
ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2021
NOTE 11—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 years:
Year Ended December 31, 2021:
Date of Award
August 3, 2021
August 3, 2020
July 1, 2019
Totals
Year Ended December 31, 2020:
Date of Award
August 3, 2020
July 1, 2019
July 1, 2018 (e)
Totals
Year Ended December 31, 2019:
Date of Award
July 1, 2019
July 1, 2018 (e)
September 26, 2017 (f)
Totals
Shares Included Based on (a)
Total Number of
Underlying
Stockholder
Return on
Shares (b)(c) Capital Metric Return Metric
40,350
37,513
37,513
115,376
40,350
37,513
37,513
115,376
80,700
75,026
75,026
230,752
Total
80,700
75,026
75,026
230,752
Shares
Excluded (d)
—
—
—
—
Shares Included Based on (a)
Total Number of
Underlying
Stockholder
Return on
Shares (b)(c) Capital Metric Return Metric
37,513
—
—
37,513
75,026
75,026
73,750
223,802
37,513
23,233
24,823
85,569
Total
75,026
23,233
24,823
123,082
Shares
Excluded (d)
—
51,793
48,927
100,720
Total Number of
Underlying
Shares (b)(c)
Shares Included Based on (a)
Return on
Stockholder
Capital Metric Return Metric
—
3,273
31,498
34,771
728
14,755
22,129
37,612
75,026
73,750
76,250
225,026
Total
728
18,028
53,627
72,383
Shares
Excluded (d)
74,298
55,722
22,623
152,643
(a) Reflects the number of shares underlying RSUs that would be issued assuming the measurement date used to
determine whether the applicable conditions are satisfied is December 31 of the applicable year.
(b) The RSUs awarded in 2021, 2020 and 2019 vest, subject to satisfaction of the applicable market and/or
performance conditions, on June 30, 2024, 2023 and 2022, respectively (see Note 12).
(c) During 2019, 2,500 shares of the 2018 award and 2,750 shares of the 2019 award were forfeited.
(d) Excluded as the applicable conditions had not been met for these shares at the applicable measurement dates.
(e) With respect to the RSUs awarded July 1, 2018, all 73,750 shares vested in June 2021 and such shares were issued
in August 2021 (see Note 12).
(f) With respect to the RSUs awarded September 26, 2017, 24,343 shares vested and 51,907 shares were forfeited in
June 2020; the vested shares were issued in August 2020 (see Note 12).
There were no options outstanding to purchase shares of common stock or other rights exercisable for, or
convertible into, common stock in 2021, 2020 and 2019.
F-29
ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2021
NOTE 12—STOCKHOLDERS’ EQUITY
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 December 31, 2021, an aggregate of 524,952 shares subject to awards in the form of
restricted stock (294,200 shares) and RSUs (230,752 shares) are outstanding under the Plan. On January 12,
2022, 153,575 restricted shares were issued pursuant to this Plan, having an aggregate value of approximately
$5,183,000 and are scheduled to vest in January 2027.
Under the Company’s 2016 equity incentive plan (the “Prior Plan”), as of December 31, 2021, (i) an
aggregate of 412,250 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 each of 2018 and 2017,
73,750 and 24,343 shares were deemed to have vested in 2021 and 2020, respectively, and such shares were
issued after the Compensation Committee determined that the metrics with respect to such shares had been
satisfied. RSUs with respect to the 2,500 and 51,907 share balances under the 2018 and 2017 RSU grants were
forfeited in 2019 and 2020, respectively. 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 from the grant date, and under certain
circumstances may vest earlier.
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 $27,000 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 December 31, 2021.
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. The Monte Carlo
valuation consisted of computing the grant date fair value of the awards using the Company’s simulated stock
price. For these TSR awards, the per unit or share fair value was estimated using the following assumptions:
TSR Award Year
2021
2020
2019
Expected Life (yrs) Dividend Rate Risk-Free Interest Rate Expected Price Volatility (a)
3
3
3
5.91%
10.40%
6.22%
0.03% - 0.35%
0.10% - 0.18%
1.79% - 2.07%
26.74% - 41.53%
51.24% - 77.92%
21.37% - 23.04%
(a) Calculated based on the historical and implied volatility.
F-30
ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2021
NOTE 12—STOCKHOLDERS’ EQUITY (Continued)
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 and/or market conditions to be met.
As of December 31, 2021, based on performance and market assumptions, the fair value of the RSUs
granted in 2021, 2020 and 2019 is $1,808,000, $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 cycle. None of these RSUs were forfeited or vested during the year ended December 31, 2021.
The following is a summary of the activity of the equity incentive plans:
Year Ended December 31,
2020
2021
2019
Restricted stock grants:
Number of shares
Average per share grant price
Deferred compensation to be recognized over vesting period
Number of non-vested shares:
Non-vested beginning of year
Grants
Vested during year
Forfeitures
Non-vested end of year
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
Grants
Vested during year
Forfeitures
Non-vested end of year
151,500
150,050
$
25.70
$ 3,082,000 $ 4,202,000 $ 3,856,000
149,550
28.10 $
20.34 $
701,675
151,500
(145,725)
(1,000)
706,450
674,250
149,550
(122,125)
—
701,675
651,250
150,050
(114,650)
(12,400)
674,250
80,700
77,776
$
28.96
$ 1,808,000 $ 850,000 $ 865,000
17.31 $
30.46 $
75,026
223,802
80,700
(73,750)
—
230,752
225,026
75,026
(24,343)
(51,907)
223,802
152,500
77,776
—
(5,250)
225,026
Restricted stock and RSU grants (based on grant price):
Weighted average per share value of non-vested shares
Value of stock vested during the year
Weighted average per share value of shares forfeited during the year $
25.04 $
24.96
$
$ 5,165,000 $ 3,589,000 $ 2,365,000
25.40
24.03 $
24.98 $
24.62 $
Total charge to operations:
Outstanding restricted stock grants
Outstanding RSUs
Total charge to operations
F-31
$ 3,734,000 $ 3,529,000 $ 3,229,000
641,000
$ 5,433,000 $ 4,686,000 $ 3,870,000
1,157,000
1,699,000
ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2021
NOTE 12—STOCKHOLDERS’ EQUITY (Continued)
As of December 31, 2021, total compensation costs of $7,137,000 and $2,292,000 related to non-vested
restricted stock awards and RSUs, respectively, have not yet been recognized. These compensation costs will be
charged to General and administrative expense over the remaining respective vesting periods. The weighted
average vesting period is 2.1 years for the restricted stock and 1.5 years for the RSUs.
Common Stock Dividend Distributions
In each of 2021 and 2019, the Board of Directors declared an aggregate $1.80 per share in cash distributions.
The following table details the Company’s dividend activity for the year ended December 31, 2020 (amounts in
thousands, except per share data):
Declaration Date (a)
March 13, 2020
June 10, 2020 (b)
September 9, 2020 (b)
December 2, 2020
Dividend Paid
Total
Dividend Cash % Stock %
$
$
$
$
100.0
50.0
75.0
100.0
9,037
9,068
9,198
9,261
—
50.0
25.0
—
$
$
$
$
Cash
Stock
Distributed Issued
—
263 $
141 $
—
9,037
4,537
6,901
9,261
Value
per Share
—
17.22
16.27
—
(a) A dividend of $0.45 per share was declared in each period indicated.
(b) Stockholders were entitled to elect whether the dividend payable to them would be paid in cash or shares of
the Company’s common stock at the percentages indicated, subject to certain limitations.
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 is payable on April 7,
2022 to stockholders of record on March 24, 2022.
Change in Authorized Capital
In 2020, the Company filed an amended and restated charter with the Maryland State Department of
Assessments and Taxation, which, among other things, increased the number of shares of common stock the
Company is authorized to issue from 25,000,000 shares to 50,000,000 shares.
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). In June 2020, the Company suspended, and in June 2021, the Company
reinstated, the dividend reinvestment feature of its DRP. The discount from the market price is determined in the
Company’s sole discretion; prior to the suspension, the shares were offered at a 5% discount and after the
reinstatement shares were offered at a 3% discount. Under the DRP, the Company issued 35,000, 77,000 and
220,000 shares of common stock during 2021, 2020 and 2019, respectively.
Shares Issued through the At-the-Market Equity Offering Program
During 2021, the Company sold 106,290 shares for proceeds of $3,379,000, net of commissions of $69,000,
and incurred offering costs of $65,000 for professional fees. During 2019, the Company sold 180,120 shares for
proceeds of $5,392,000, net of commissions of $54,000, and incurred offering costs of $192,000 for professional
fees. The Company did not sell any shares during the year ended December 31, 2020. Subsequent to December
31, 2021 and through March 1, 2022, the Company sold 17,259 shares for proceeds of $604,000, net of
commissions of $12,000.
F-32
ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2021
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 and as such, the Company recognized an impairment loss of $430,000
representing the carrying value of the damaged portion of the building based on its replacement cost (and net of
accumulated depreciation of $352,000).
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 $150,000, $975,000 and
$918,000 were received in 2020, 2021, and February 2022, respectively), and (ii) $259,000 of losses in rental
income (of which $216,000 and $43,000 were received in 2021 and February 2022, respectively). The $961,000
received in February 2022 will be recognized in the consolidated statement of income for the three months
ending March 31, 2022. The Company recognized a gain on insurance recoveries of $695,000 and $430,000
during the years ended December 31, 2021 and 2020, respectively, which is included in Other income on the
consolidated statements of income.
Lease Assignment Fee Income
In 2021, the Company received a one-time fee of $100,000 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 year ended December 31, 2021.
Interest Income on Loan Receivable
In December 2020, in connection with a sale of two properties in Houston, Texas (see Note 5), the Company
provided the buyer a $4,612,500 one-year loan representing 50% of the purchase price which was included in
other receivables on the consolidated balance sheet at December 31, 2020. The Company received $59,000 of
interest income on this loan which is recorded in Other income on the consolidated statement of income for the
year ended December 31, 2021. The loan was repaid in full in April 2021.
NOTE 14—COMMITMENTS AND CONTINGENCIES
The Company maintains a non-contributory defined contribution pension plan covering eligible employees.
Contributions by the Company are made through a money purchase plan, based upon a percent of the qualified
employees’ total salary (subject to the maximum amount allowed by law). Pension expense approximated
$301,000, $307,000 and $304,000 for 2021, 2020 and 2019, respectively, and is included in General and
administrative expense in the consolidated statements of income.
The Company is party to leases obligating it to provide tenant improvement allowances and various legal
proceedings. Management believes these allowances and proceedings are routine and incidental to the operation
of the Company’s business and that such allowance payments or proceedings will not have a material adverse
effect upon the Company’s consolidated financial statements taken as a whole.
F-33
ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2021
NOTE 15—INCOME TAXES
The Company elected to be taxed as a REIT under the Internal Revenue Code, commencing with its taxable
year ended December 31, 1983. To qualify as a REIT, the Company must meet a number of organizational and
operational requirements, including a requirement that it currently distribute at least 90% of its ordinary taxable
income to its stockholders. As a REIT, the Company generally will not be subject to corporate level federal, state
and local income tax on taxable income it distributes currently to its stockholders. If the Company fails to
qualify as a REIT in any taxable year, it will be subject to federal, state and local income taxes at regular
corporate rates (including any applicable alternative minimum tax) and may not be able to qualify as a REIT for
four subsequent taxable years. It is management’s current intention to adhere to these requirements and maintain
the Company’s REIT status.
Even though the Company qualifies for taxation as a REIT, the Company is subject to certain state and local
taxes on its income and property, and to federal income and excise taxes on its undistributed taxable income. As
of December 31, 2021, tax returns for the calendar years 2018 through 2021 remain subject to examination by the
Internal Revenue Service and various state and local tax jurisdictions.
During 2021, 2020 and 2019, the Company did not incur any federal income tax expense. The Company
does not have any deferred tax assets or liabilities at December 31, 2021 and 2020.
The approximate allocation of the distributions made to stockholders is as follows for the years indicated:
Ordinary income (a)
Capital gains
Return of capital
Year Ended December 31,
2021
43 %
57
—
100 %
2020
45 %
47
8
100 %
2019
73 %
—
27
100 %
(a) In 2021, 2020 and 2019, the ordinary income portion of the distributions are considered qualified REIT dividends and
will be taxed at a rate reduced by up to 20% pursuant to Internal Revenue Code Section 199A.
The Company treats depreciation expense, straight-line rent adjustments and certain other items differently
for tax purposes than for financial reporting purposes. Therefore, its taxable income and dividends paid
deduction differs from its financial statement income.
The following table reconciles dividends declared with the dividends paid deduction for the years indicated
(amounts in thousands):
Dividends declared
Dividend reinvestment plan (a)
Less: Spillover dividends designated to previous year
Less: Spillover dividends designated to following year (b)
Less: Return of capital
Plus: Dividends designated from prior year
Plus: Dividends designated from following year
Dividends paid deduction
2021
2019
Actual
2020
Estimate
Actual
$ 37,478 $ 36,564 $ 35,663
247
35,910
—
(8,976)
(9,842)
549
—
$ 44,624 $ 33,061 $ 17,641
47
36,611
—
(9,261)
(3,265)
8,976
—
35
37,513
—
(2,150)
—
9,261
—
(a) Reflects the discount on common stock purchased through the dividend reinvestment plan of (i) 3% in 2021 and (ii) 5%
in 2020 and 2019.
(b) A portion of the dividend paid in January 2022, and the entire dividend paid in January 2021 and January 2020 are
considered 2022, 2021 and 2020 dividends, respectively, as such dividends were in excess of the Company’s earnings
and profits during 2021, 2020 and 2019, respectively.
F-34
ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2021
NOTE 16—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
In 2019, the Company sued the guarantor of the lease at its former property in Round Rock, Texas, at which
the tenant obtained bankruptcy protection and terminated its lease. (The lawsuit (the “Lawsuit”) is captioned:
OLP Wyoming Springs, LLC, Plaintiff, v. Harden Healthcare, LLC, Defendant, v Benjamin Hanson, Intervenor,
District Court of Williamson County, Texas, Cause No. 18-1511-C368). On February 21, 2022, the Company
and the defendant entered into a settlement agreement with respect to the Lawsuit which provides that if the
Company receives approximately $5,400,000 (the “Settlement Amount”) by April 15, 2022, the parties to such
agreement, among other things, will (i) seek to dismiss with prejudice all of the claims by and between the
parties to the agreement, (ii) seek dismissal of the Lawsuit with prejudice and (iii) release each other and certain
other persons from claims and liabilities with respect to matters pertaining to the Lawsuit. If the Settlement
Amount is not paid by April 15, 2022, the Company and the defendant may continue to pursue and assert all of
its respective rights, claims and defenses against each other.
NOTE 17—QUARTERLY FINANCIAL DATA (Unaudited):
(In Thousands, Except Per Share Data)
2021
Total revenues
Gain on sale of real estate, net
Net income
Net income attributable to One Liberty Properties, Inc.
Weighted average number of common shares outstanding:
Basic
Diluted
Net income per common share attributable to common
stockholders:
Basic
Diluted
Quarter Ended
Total
March 31 June 30 Sept. 30 Dec. 31 For Year
$ 20,816 $ 20,422 $ 20,436 $ 21,066 $ 82,740
— $ 21,491 $ 1,277 $ 2,695 $ 25,463
$
2,957 $ 23,332 $ 6,212 $ 6,533 $ 39,034
$
2,962 $ 23,329 $ 6,059 $ 6,507 $ 38,857
$
20,003
20,061
20,013
20,187
20,115
20,273
20,210
20,369
20,086
20,264
$
$
.13 $ 1.13 $
.13 $ 1.12 $
.29 $
.28 $
.31 $
.30 $
1.87 (a)
1.85 (a)
2020
Total revenues
Gain on sale of real estate, net
Net income
Net income attributable to One Liberty Properties, Inc.
Weighted average number of common shares outstanding:
March 31 June 30 Sept. 30 Dec. 31 For Year
$ 21,239 $ 20,861 $ 21,071 $ 18,732 $ 81,903
— $ 10,316 $ 2,712 $ 17,280
$
4,252 $
7,831 $ 2,285 $ 13,726 $ 3,571 $ 27,413
$
7,826 $ 2,284 $ 13,725 $ 3,572 $ 27,407
$
Quarter Ended
Total
Basic
Diluted
19,361
19,374
19,445
19,505
19,640
19,686
19,835
19,871
19,571
19,599
Net income per common share attributable to common
stockholders:
Basic
Diluted
$
$
.39 $
.39 $
.10 $
.10 $
.67 $
.67 $
.16 $
.16 $
1.34 (a)
1.33 (a)
(a) Calculated on weighted average shares outstanding for the year.
F-35
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—
1
ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES
Notes to Schedule III
Consolidated Real Estate and Accumulated Depreciation
(a) Reconciliation of “Real Estate and Accumulated Depreciation”
(Amounts in Thousands)
Year Ended December 31,
2020
2021
2019
Investment in real estate:
Balance, beginning of year
Addition: Land, buildings and improvements
Deduction: Properties sold
Deduction: Property held-for-sale
Deduction: Impairment due to casualty loss
Balance, end of year
Accumulated depreciation:
Balance, beginning of year
Addition: Depreciation
Deduction: Accumulated depreciation related to properties sold
Deduction: Accumulated depreciation related to property held-for-sale
Deduction: Impairment due to casualty loss
Balance, end of year
$ 839,058 $ 835,837 $ 829,143
49,669
(42,975)
—
—
$ 839,058 $ 835,837
28,837
(28,064)
(2,190)
—
$ 837,641
26,444
(22,441)
—
(782)
(b)
$ 147,136 $ 135,302 $ 123,684
17,534
(5,916)
—
—
$ 160,664 $ 147,136 $ 135,302
17,694
(3,246)
(920)
—
17,941
(5,755)
—
(352)
(b) At December 31, 2021, the aggregate cost for federal income tax purposes is approximately $17,597 greater
than the Company’s recorded values.
F-39
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CORPORATE INFORMATION
BOARD OF DIRECTORS AND EXECUTIVE OFFICERS
EDWARD GELLERT
Director; Vice President and Managing
Director for Commercial Real Estate Debt
Investments at Alliance Bernstein
ISRAEL ROSENZWEIG
Senior Vice President; Chairman of BRT
Apartments Corp.; Senior Vice President of
Georgetown Partners LLC; Vice President of
Majestic Property Management Corp.
MATTHEW J. GOULD
Chairman of the Board of Directors;
Chairman and Chief Executive Officer of
Georgetown Partners LLC, the Managing
General Partner of Gould Investors L.P.;
Director and Senior Vice President of BRT
Apartments Corp.; Chief Executive Officer of
Rainbow MJ Advisors LLC; Vice President of
Majestic Property Management Corp.;
Director of Halsa Holdings LLC
FREDRIC H. GOULD
Vice Chairman of the Board of Directors;
Director of BRT Apartments Corp.; Director
of Georgetown Partners LLC; Chairman of
the Board of Directors of Majestic Property
Management Corp.
J. ROBERT LOVEJOY
Independent Lead Director;
Principal of J.R. Lovejoy & Co. LLC
LEOR SIRI
Director; Executive Vice President
of Silverstein Properties, Inc.
KAREN A. TILL
Director; Chief Financial Officer of
Miller & Milone, LLC, Chief Financial Officer
of Miller & Milone, P.C.
PATRICK J. CALLAN, JR.
Director; President
and Chief Executive Officer
LAWRENCE G. RICKETTS, JR.
Executive Vice President
and Chief Operating Officer
KAREN DUNLEAVY
Senior Vice President, Financial
RICHARD M. FIGUEROA
Senior Vice President, Counsel and Assistant
Secretary; Vice President and Assistant
Secretary of BRT Apartments Corp.; Vice
President of Georgetown Partners LLC
ISAAC KALISH
Vice President and Assistant Treasurer; Vice
President and Treasurer of BRT Apartments
Corp.; Vice President and Treasurer of
Georgetown Partners LLC; Treasurer of
Majestic Property Management Corp.
JEFFREY A. GOULD
Director; Senior Vice President;
Director, President and Chief Executive
Officer of BRT Apartments Corp.; Senior
Vice President and Director of Georgetown
Partners LLC; Vice President of Majestic
Property Management Corp.
DAVID W. KALISH
Senior Vice President and Chief Financial
Officer; Senior Vice President—Finance of
BRT Apartments Corp.; Senior Vice President
and Chief Financial Officer of Georgetown
Partners LLC; Vice President of Majestic
Property Management Corp.
JUSTIN CLAIR
Senior Vice President, Acquisitions
ALYSA BLOCK
Treasurer; Vice President of Majestic
Property Management Corp.
CHARLES L. BIEDERMAN
Director; Real Estate Developer;
President of CLB, Inc.
JOSEPH A. DELUCA
Director; Principal of Joseph A. DeLuca, Inc.
MARK H. LUNDY
Senior Vice President and Assistant
Secretary; Senior Vice President of BRT
Apartments Corp.; President and Chief
Operating Officer of Georgetown Partners
LLC; Secretary of Majestic Property
Management Corp.
EXECUTIVE OFFICES
60 Cutter Mill Road
Suite 303
Great Neck, NY 11021
516-466-3100
REGISTRAR, TRANSFER AGENT,
DISTRIBUTION DISBURSING AGENT
American Stock Transfer & Trust Company
6201 15th Avenue
Brooklyn, NY 11219
718-921-8124 800-937-5449
www.astfinancial.com
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
Ernst & Young LLP
One Manhattan West
New York, NY 10001
FORM 10-K AVAILABLE
A copy of the Annual Report on Form 10-K
filed with the Securities and Exchange
Commission is included as part of this
Annual Report. Exhibits to the Form 10-K
may be obtained by writing to the Secretary,
One Liberty Properties, Inc., 60 Cutter Mill
Road, Suite 303, Great Neck, NY 11021 or by
accessing our web site.
COMMON STOCK
The Company’s common stock is listed on
the New York Stock Exchange under the
ticker symbol OLP.
ANNUAL MEETING
The annual meeting will be held on June 9,
2022 at the Company’s Executive Offices
at 9:30 a.m.
WEB SITE ADDRESS
1liberty.com
60 CUTTER MILL ROAD
SUITE 303
GREAT NECK, NY 11021
516.466.3100
1LIBERTY.COM