ANNUAL REPORT
ONE LIBERTY PROPERTIES, INC.
One Liberty Properties, Inc. is a self-administered and self-managed
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, to a lesser extent,
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 weighing of these factors in our analysis
enables us to achieve attractive current returns with potential growth
through contractual rent increases and property appreciation.
ABOUT US
Dear Stockholders,
We are pleased to report that our position as
an owner of industrial properties has grown
significantly. Since the start of 2024 through
the end of the first quarter of 2025, we have
added seven industrial properties for an
aggregate purchase price of $133 million,
reaffirming our strong belief in the value of this
asset class. Our successful efforts to grow our
industrial asset base demonstrate our ability to
enhance the quality and sustainability of our
long-term cash flows and create value for
stockholders. Our industrial portfolio represents
almost 75% of our base rent. Given the demand
for our industrial properties that are well
located and near key transportation hubs, we
believe One Liberty will benefit over time from
having a large and meaningful ownership
presence in this real estate sector.
During 2024, we completed the sale of 12 assets
(primarily retail properties), resulting in a gain of
$18 million. And over the past five years, we
have sold 39 assets, including 18 and 15 retail
and restaurant properties, respectively,
resulting in a gain of $94.5 million. These
profitable sales exemplify our prowess as a real
estate team. We are proud of the team’s efforts
to transform our company amid uncertain
interest rates and an economy marked by
inflation over the past few years.
Even with all of the asset sales, we were able to
sustain 2024 revenues at approximately $90.6
million, 2023’s number. We also declared our
129th consecutive quarterly dividend payment
in March of this year.
Our leasing activity during the year reached
over one million square feet as we amended,
extended and renewed 27 leases, which
resulted in occupancy increasing by 40 basis
points year-over-year, reaching 99%. We ended
the year owning 100 properties with a net book
value of $672 million.
We now have a presence in 31 states, with 11.6
million square feet in our portfolio, including 9.6
million square feet in our industrial portfolio.
LETTER
TO STOCKHOLDERS
2024 ANNUAL REPORT
1
Our properties span key locations, from
Alabama to Arizona. We have maintained an
acquisition approach that is methodical with an
emphasis on long-term value. While we target
growth markets, we appreciate the importance
of local, in-depth knowledge of a specific
market within a targeted region. We seek to
own properties that have favorable
characteristics such as:
▶ barriers to entry,
▶ fundamental growth demographics,
▶ tenants with appropriate credit profiles,
▶ proven history of providing positive
cash flows, and
▶ potential for future value creation.
This strategy has served us well for over four
decades, enabling us to maximize value both
while the property is leased and upon exit
through a timely sale.
42%
2 0 2 4 T O TA L D E B T T O
T O TA L M A R K E T C A P (1)
PATRICK J. CALLAN, JR.
President and Chief Executive Officer
March 31, 2025
MATTHEW J. GOULD
Chairman of the Board
March 31, 2025
(1) Market cap is calculated using the shares outstanding and the closing OLP stock price of $27.24 at December 31, 2024.
As we step into 2025, we will continue to
maintain strong occupancy and rental rate
growth upon lease renewal while pursuing
additional growth opportunities in part by
using the $95 million available to us under
our credit facility. We remain open to selling
properties as they reach their maximum
potential, keeping a focus on continuing
to build a solid industrial asset base. We
remain aligned with stockholders, given
management’s approximate 25% ownership
stake, and are committed to maximizing
value for stockholders for years to come.
We thank our Board of Directors for their
guidance and our entire organization for
their ongoing contributions in making the
company stand out.
Sincerely yours,
2
ONE LIBERT Y PROPERTIES, INC.
129
C O N S E C U T I V E
Q U A R T E R LY
D I V I D E N D S
2023
2024
$1.80
2022
$1.80
DIVIDEND PER SHARE OF COMMON STOCK
$1.50
$1.70
$1.60
$1.80
$1.80
6.6%
Dividend
Yield(4)
2020
$1.80(3)
2021
$1.80
9.0%
Dividend
Yield(4)
5.1%
Dividend
Yield(4)
8.1%
Dividend
Yield(4)
8.2%
Dividend
Yield(4)
(3) During 2020, approximately 18.75% of the dividend was paid in shares of our common stock.
(4) Calculated based on the closing stock price at December 31.
PERCENT OF RENTAL INCOME NET BY PROPERTY TYPE
Industrial
Retail
Other(2)
(2) Other consists of the following property types: Restaurant, Health & Fitness, Theater, Apartments, Office and Other.
30.2%
57.0%
12.8%
25.7%
57.3%
17.0%
25.1%
63.3%
11.6%
0%
20%
10%
30%
50%
40%
60%
70%
2024
2020
2021
2022
2023
23.3%
68.4%
8.3%
32.9%
55.4%
11.7%
2024 ANNUAL REPORT
3
I N D U S T R I A L
R E TA I L
O T H E R (1)
37
Total Properties
18
Total States
1,452,938
Total Square Footage
9
Total Properties
7
Total States
628,730
Total Square Footage
(1) Other consists of the following property types: Restaurant, Health & Fitness, Theater, Apartments, Office and Other.
56
Total Properties
26
Total States
8,834,675
Total Square Footage
PROPERTY
LISTINGS
102
P R O P E R T I E S
10.9
M I L L I O N S Q F T
31
S TAT E S
4
ONE LIBERT Y PROPERTIES, INC.
RIVER ROAD LOGISTICS BUILDING 1
(multi-tenant warehouse)
Council Bluffs, IA (Omaha MSA)
BROZZINI THREE
(multi-tenant warehouse)
Greenville, SC (Greenville-Spartanburg MSA)
FEDEX
Indianapolis, IN
QUALITY CUSTOM DISTRIBUTION
Albuquerque, NM
500 STATE ROAD
(multi-tenant warehouse)
Bensalem, PA (Philadelphia MSA)
FAMOUS FOOTWEAR
Lebanon, TN (Nashville MSA)
2024 ANNUAL REPORT
5
(Amounts in Thousands, Except Per Share Data)
Year Ended December 31,
2024
2023
Total revenues
$
90,563
$
90,646
Depreciation and amortization
24,291
24,789
Real estate expenses
17,904
16,444
Other expenses
16,475
16,106
Total operating expenses
58,670
57,339
Gain on sale of real estate, net
18,007
17,008
Operating income
$ 49,900
$
50,315
Net income
$ 30,798
$
29,918
Less net income attributable to non-controlling interests
(381)
(304)
Net income attributable to One Liberty Properties, Inc.
$
30,417
$
29,614
Net income per common share—diluted
$
1.40
$
1.38
Weighted average number of common shares—diluted
20,722
20,556
December 31,
2024
2023
Real estate investments, net
$ 672,305
$ 681,950
Investment in unconsolidated joint ventures
2,101
2,051
Cash and cash equivalents
42,315
26,430
Total assets
766,954
761,606
Mortgages payable, net of deferred financing costs and intangibles
420,555
418,347
Line of credit—outstanding
–
–
Total liabilities
458,379
453,861
Total equity
308,575
307,745
FINANCIAL
HIGHLIGHTS
6
ONE LIBERT Y PROPERTIES, INC.
ONE LIBERTY PROPERTIES, INC.
FORM 10-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended December 31, 2024
Or
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
Commission File Number 001-09279
ONE LIBERTY PROPERTIES, INC.
(Exact name of registrant as specified in its charter)
MARYLAND
(State or other jurisdiction of
Incorporation or Organization)
13-3147497
(I.R.S. employer
Identification No.)
60 Cutter Mill Road, Great Neck, New York
(Address of principal executive offices)
11021
(Zip Code)
Registrant’s telephone number, including area code: (516) 466-3100
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol
Name of exchange on which registered
Common Stock, par value $1.00 per share
OLP
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: NONE
Indicate by check mark if the registrant is a well-known seasoned issuer as defined in Rule 405 of the Securities Act. Yes No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes No
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 No
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 No
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 ☐ Accelerated filer ☐
Non-accelerated filer ☒ Smaller reporting company ☒ Emerging growth company ☐
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.
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. ☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of
the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-
based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to
§240.10D-1(b). ☐
Indicate by check mark whether registrant is a shell company (defined in Rule 12b-2 of the Act). Yes ☐ No ☒
As of June 30, 2024 (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 $373 million.
As of February 28, 2025, the registrant had 21,586,978 shares of common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the proxy statement for the 2025 annual meeting of stockholders of One Liberty Properties, Inc., to be filed pursuant to
Regulation 14A not later than April 30, 2025, are incorporated by reference into Part III of this Annual Report on Form 10-K.
TABLE OF CONTENTS
Form 10-K
Item No.
Page(s)
Explanatory Note
1
Cautionary Note Regarding Forward-Looking Statements
2
PART I
1.
Business
4
1A.
Risk Factors
12
1B.
Unresolved Staff Comments
23
1C.
Cybersecurity
24
2.
Properties
25
3.
Legal Proceedings
29
4.
Mine Safety Disclosures
29
PART II
5.
Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities
30
6.
[Reserved]
30
7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
31
7A.
Quantitative and Qualitative Disclosures About Market Risk
46
8.
Financial Statements and Supplementary Data
46
9.
Changes In and Disagreements With Accountants on Accounting and Financial Disclosure
46
9A.
Controls and Procedures
47
9B.
Other Information
47
9C.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
48
PART III
10.
Directors, Executive Officers and Corporate Governance
48
11.
Executive Compensation
48
12.
Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
48
13.
Certain Relationships and Related Transactions, and Director Independence
49
14.
Principal Accountant Fees and Services
49
PART IV
15.
Exhibits and Financial Statement Schedules
50
16.
Form 10-K Summary
52
Signatures
53
1
Explanatory Note
In the narrative portion of this Annual Report on Form 10-K, except as otherwise indicated or the context
otherwise requires:
• the information with respect to our consolidated joint ventures is generally described as if such ventures
are our wholly owned subsidiaries and information with respect to unconsolidated joint ventures is
generally separately described.
• (i) all references to joint ventures refer to unconsolidated joint ventures, (ii) all interest rates with respect
to debt give effect to the related interest rate derivative, if any, (iii) amounts reflected as debt reflect the
gross debt owed, without deducting deferred financing costs and (iv) references to industrial properties
include properties (a) a portion of which may be used for office purposes and (b) that are used for
distribution, warehouse and flex purposes.
• 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.
• we present information regarding our 2025 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 2025 and does not reflect, among other things, variable rent (including amounts tenants are
required to reimburse us) or the adjustments required by United States (“U.S.”) 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”.
• 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.
• we refer to certain entities as “affiliated entities” because such entities share with us certain executive
personnel and ownership. Our “affiliated entities” include Gould Investors L.P. (“Gould Investors”), a
master limited partnership involved primarily in the ownership and operation of a diversified portfolio of
real estate assets, BRT Apartments Corp. (“BRT”), a NYSE listed multi-family REIT and Majestic
Property Management Corp. (“Majestic Property”), a property management company which compensates
certain of our executive officers, and which is wholly owned by Fredric H. Gould, our vice chairman.
The use of such term does not constitute an acknowledgement that such entities are affiliates (as such
term is used in the Securities Act (as defined below) or Exchange Act (as defined below) of ours or one
another.
2
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 (the “Securities Act”), 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 contractual rental income and
rental income exclude variable rent (including tenant reimbursements) and the adjustments required by GAAP to
present rental income, (ii) estimates of contractual rental income may not, unless otherwise expressly indicated,
reflect the expenses (e.g., real estate expenses, interest, depreciation and amortization or any one or more of the
foregoing) with respect to the associated property, (iii) anticipated property purchases, sales, financings and/or
refinancings may not be completed during the period or on the terms indicated or at all, and (iv) estimates of
gains from property sales or proceeds from financing or refinancing transactions are subject to adjustment,
among other things, because actual closing costs may 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.
The uncertainties, risks and factors which may cause actual results to differ materially from current
expectations include, but are not limited to:
•
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 sectors in which our tenants operate (e.g., industrial and retail),
which could impact our tenants’ ability to pay rent and expense reimbursement;
•
the level and volatility of interest rates;
•
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;
•
general economic and business conditions and developments, including those currently affecting or that
may affect our economy;
•
general and local real estate conditions, including any changes in the value of our real estate;
•
our ability to renew or re-lease space as leases expire;
•
our ability to pay dividends;
•
the effect of changes in political conditions in the U.S., including in connection with the new
administration’s policies and priorities, or otherwise;
•
changes in governmental laws and regulations relating to real estate and related investments;
•
compliance with credit facility and mortgage debt covenants;
•
the availability of, and costs associated with, sources of capital and liquidity;
3
•
competition in our industry;
•
technological changes, such as artificial intelligence, autonomous vehicles, reconfiguration of supply
chains, robotics, 3D printing or other technologies;
•
potential natural disasters, epidemics, pandemics or outbreak of infectious disease, such as COVID-19,
and other potentially catastrophic events such as acts of war and/or terrorism; 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 U.S. federal securities laws, we undertake no obligation to publicly
update our forward-looking statements, whether as a result of new information, future events or otherwise. You
are advised, however, to consult any further disclosures we make in our reports that are filed with or furnished to
the SEC.
4
PART I
Item 1. Business.
General
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 of industrial and, to a lesser extent, retail
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, 2024, we own 100 properties and participate in joint ventures
that own two properties. These 102 properties are located in 31 states and have an aggregate of approximately
10.9 million square feet (including an aggregate of approximately 46,000 square feet at properties owned by our
joint ventures).
As of December 31, 2024:
• our 2025 contractual rental income (as described in “— Our Tenants”) is $72.0 million;
• the occupancy rate of our properties is 99.2% based on square footage;
• the weighted average remaining term of our mortgage debt is 6.1 years and the weighted average interest
rate thereon is 4.56%; and
• the weighted average remaining term of the leases generating our 2025 contractual rental income is five
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.
2024 and Recent Developments
In 2024:
•
we acquired three industrial properties for an aggregate purchase price of $44.7 million. These properties
account for $3.0 million, or 4.1%, of our 2025 contractual rental income.
•
we sold 11 properties (i.e., six retail, two industrial, two health and fitness, and one restaurant) and one
parcel at a multi-tenant retail property, for an aggregate net sales proceeds of $38.2 million and an
aggregate net gain on sale of real estate of $18.0 million. The properties sold accounted for $2.7 million,
or 3.0%, and $5.1 million, or 5.6%, of 2024 and 2023 rental income, net, respectively.
•
as of December 31, 2024 and February 28, 2025, no amounts were outstanding on our $100.0 million
credit facility.
Subsequent to December 31, 2024, we:
Purchases
•
acquired, on January 16, 2025, two Class A industrial properties located in Theodore, Alabama, (the
“Alabama Purchase”), for $49.0 million, including a $29.0 million mortgage maturing in 2035 and
bearing an interest rate of 6.12% (interest only for five years and then amortizing on a 30-year
schedule). The two properties comprise an aggregate of 371,586 square feet, are located on
approximately 31 acres and are leased to a total of four tenants with a weighted average remaining lease
term of approximately seven years. We estimate that in 2025, these properties will generate an
aggregate of approximately $3.0 million of contractual rental income and $1.7 million of interest
expense.
5
•
acquired, on February 6, 2025, a Class A industrial property located in Wichita, Kansas (the “Kansas
Purchase”), for $13.3 million, including a $7.5 million mortgage maturing in 2030 and bearing an
interest rate of 6.09% (interest only through maturity). The property comprises 138,000 square feet, is
located on approximately 9.5 acres, is leased to one tenant and the lease expires in 2028. We estimate
that in 2025, this property will generate approximately $800,000 of contractual rental income and
$413,000 of interest expense.
•
signed a contract, on February 6, 2025, to acquire a Class A industrial property located in Council
Bluffs, Iowa (the “Council Bluffs II Purchase”; and together with the Alabama Purchase and the Kansas
Purchase, the “New Properties”), for $26.0 million, including a $15.6 million mortgage maturing in
2035 and bearing an interest rate of 6.42% (interest only for five years and then amortizing on a 30-year
schedule). The property comprises 236,324 square feet, is located on approximately 23.5 acres and is
adjacent to a 302,347 square foot industrial property we acquired in 2024. The property is leased to two
tenants and the weighted average remaining lease term is approximately six years. We estimate that the
purchase will be completed in the first quarter of 2025 and that this property will generate, in 2025,
approximately $1.5 million of contractual rental income and $800,000 of interest expense.
We estimate that after giving effect to the purchase of New Properties, 2025 contractual rental income will
be approximately $77.3 million.
Sale
•
sold, on January 21, 2025, a restaurant property located in Concord, North Carolina (the “Concord
Sale”) for $3.3 million and generated net proceeds of $3.1 million. This property accounted for
$211,000 and $209,000 of rental income, net, $54,000 and $51,000 of depreciation and amortization
expense, and $36,000 and $56,000 of mortgage interest expense for 2024 and 2023, respectively. We
anticipate that we will recognize, during the quarter ending March 31, 2025, a gain of approximately
$1.1 million from the sale of this property.
In January 2025, we terminated the previously announced contract to sell a multi-tenant retail center located
in St. Louis Park, Minnesota.
Our Business Objective
Our business objective is to increase stockholder value by:
• identifying opportunistic and strategic property acquisitions consistent with our portfolio and our
acquisition strategies;
• monitoring and maintaining our portfolio, and as appropriate, working with tenants to facilitate the
continuation or expansion of their tenancies;
• managing our portfolio effectively, including opportunistic and strategic property sales;
• 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; and
• maintaining and, over time, increasing our dividend.
6
Acquisition Strategies
We seek to acquire properties throughout the U.S. 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, and in
particular, industrial 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.
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.
We identify properties through the network of contacts of our senior management, 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 U.S. We do not intend to acquire properties located outside of the U.S. We will
continue to form entities to acquire interests in real properties, either alone or with other investors, and we may
acquire interests in joint ventures or other entities that own real property.
It is our policy, and the policy of our affiliated entities, that any investment opportunity presented to us or to
any of our affiliated entities that involves the acquisition of a net leased property, a ground lease (other than a
ground lease of a multi-family property) or a community shopping center, will first be offered to us and may not
be pursued by any of our affiliated entities unless we decline the opportunity. Further, to the extent our affiliates
are unable or unwilling to pursue an acquisition of a multi-family property (including a ground lease of a
multi-family property), we may pursue such transaction if it meets our investment objectives.
Investment Evaluation
In evaluating potential investments, we consider, among other criteria, the following:
• the current and projected cash flow of the property;
• the estimated return on equity to us;
• an evaluation of the property and improvements, given its location and use;
• an evaluation of the credit quality of the tenant;
• alternate uses or tenants for the property;
• local demographics (population and rental trends);
• the purpose for which the property is used (i.e., industrial, retail or other);
• the terms of tenant leases, including co-tenancy provisions and the relationship between current rents and
market rents;
7
• the potential to finance and/or refinance the property;
• the projected residual value of the property;
• the ability of a tenant, if a net leased property, or major tenants, if a multi-tenant property, to meet
operational needs and lease obligations;
• potential for income and capital appreciation;
• occupancy of and demand for similar properties in the market area; and
• the ability of a tenant and the related property to withstand changing economic conditions and other
challenges.
Our Tenants
The following table sets forth information about our tenants by industry sector as of December 31, 2024:
Percentage of
Number of
Number of
2025 Contractual
2025 Contractual
Type of Property
Tenants
Properties
Rental Income (1)
Rental Income
Industrial
72
56
$ 52,103,000
72.4
Retail—General
50
22
10,254,000
14.2
Retail—Furniture
2
9
3,449,000
4.8
Other (2)
4
3
1,992,000
2.8
Retail—Office Supply (3)
1
5
1,505,000
2.1
Theater
1
2
1,177,000
1.6
Health & Fitness
1
1
1,026,000
1.4
Restaurant
4
2
520,000
0.7
135
100
$ 72,026,000
100.0
(1) Our 2025 contractual rental income represents, after giving effect to any abatements, concessions, deferrals
or adjustments, the base rent payable to us in 2025 through the stated expiration of such leases, under leases
in effect at December 31, 2024. Our 2025 contractual rental income:
•
Includes $686,000 from Burlington Coat Factory, a tenant at our multi-tenant retail property in St. Louis
Park, Minnesota, which, subsequent to December 31, 2024, terminated their lease effective as of July
31, 2025. After giving effect to such termination, this tenant will contribute approximately $400,000 to
2025 contractual rental income.
•
Excludes an aggregate of $5.9 million comprised of: (i) an aggregate of $5.3 million attributable to the
New Properties, (ii) $233,000 representing our share of the base rent payable to our joint ventures, (iii)
$220,000 from the Concord Sale, and (iv) $188,000 from a tenant, Party City, at our Lake Charles,
Louisiana property which filed for bankruptcy protection in December 2024.
(2) Includes an office property located in Brooklyn, New York, leased to one tenant and that accounts for $1.3
million, or 1.9%, of 2025 contractual rental income.
(3) Includes five properties which are net leased to Office Depot pursuant to five separate leases. Four of the
Office Depot leases contain cross-default provisions.
8
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.
Leases representing 71.9% of our 2025 contractual rental income provide for either periodic contractual rent
increases or a rent increase 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 $117,000, $107,000 and $85,000 of rental income, net, in 2024,
2023 and 2022, 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. The
weighted average remaining term of our leases was 5.0 years, 5.5 years and 5.9 years at December 31, 2024,
2023 and 2022, respectively.
The following table sets forth scheduled expirations of leases at our properties as of December 31, 2024:
Percentage of
Approximate
2025 Contractual
Number of
Square Footage
2025 Contractual
Rental Income
Expiring
Subject to
Rental Income Under
Represented by
Year of Lease Expiration (1)
Leases
Expiring Leases (2)
Expiring Leases
Expiring Leases
2025
8
360,260
$
1,518,000
2.1
2026
16
1,050,078
6,205,000
8.6
2027
33
2,127,122
14,253,000
19.8
2028
23
1,679,934
11,637,000
16.2
2029
18
1,624,682
9,311,000
12.9
2030
17
743,527
7,647,000
10.6
2031
12
1,080,408
5,909,000
8.2
2032
8
407,013
3,352,000
4.7
2033
9
853,179
7,644,000
10.6
2034
9
225,884
2,395,000
3.3
2035 and thereafter
5
634,629
2,155,000
3.0
158
10,786,716
$
72,026,000
100.0
(1) Lease expirations do not give effect to the exercise of existing renewal options.
(2) Excludes an aggregate of 83,569 square feet of vacant space.
9
Financing, Re-Renting and Disposition of Our Properties
Our credit facility provides us with a source of funds that is used to acquire properties, payoff existing
mortgages, and to a more limited extent, invest in joint ventures, improve properties and for working capital
purposes. Generally, 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. Generally, 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 fluctuating (i) interest rates and (ii) supply and demand in the credit and mortgage markets.
We also will acquire a property that is subject to (and will assume) a fixed-rate mortgage. Many of our mortgages
provide for amortization of part of the principal balance during the term, thereby reducing the refinancing risk at
maturity. Some properties are financed on a cross-defaulted or cross-collateralized basis, and we may
collateralize a single financing with more than one property.
Prior to the termination or expiration of leases relating to our properties, we explore re-renting or selling
such property to maximize our return, 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.
In 2024, we sold 11 properties (i.e., six retail, two industrial, two health and fitness, and one restaurant) and
one parcel at a multi-tenant retail property. Generally, we sold these properties due to one or more of the
following considerations: our belief that such property had achieved its maximum potential value; our concern
with respect to the long-term prospects for the tenant or the geographic sub-market; or our concern in our ability,
on acceptable terms, to refinance the property’s mortgage debt or re-lease the property. We used a significant
portion of the net proceeds from these sales for working capital purposes (including dividend payments) and the
acquisition of additional properties in 2024 and early 2025.
Competition
The U.S. commercial real estate investment market, and in particular, the market for industrial properties, is
highly competitive. We compete with many entities engaged in the acquisition, leasing and operation of
commercial properties. As such, we compete with other investors to acquire, and obtain financing for, a limited
supply of 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 for us. We
can provide no assurance that we will be able to compete successfully in the commercial real estate industry.
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 generally obtain a Phase I environmental study (which involves inspection without soil sampling
10
or ground water analysis) conducted by independent environmental consultants prior to acquiring a property 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, 2024, 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.
Other Regulations
State and local governmental authorities regulate the use of our properties. While many of our leases
mandate that the tenant is primarily responsible 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, 2024, we had ten 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.
In 2024, pursuant to the compensation and services agreement, we paid Majestic Property approximately
$3.3 million for the Services plus $336,000 for our share of all direct office expenses, including rent, telephone,
postage, computer services, internet usage and supplies. Included in the $3.3 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 for property management services with respect to
properties managed by third parties. Based on our portfolio of properties at December 31, 2024, we estimate that
the property management fee in 2025 will be approximately $1.4 million.
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 and family leave. 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.
11
Information about our Executive Officers
Set forth below is a list of our executive officers whose terms expire at our 2025 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 with the SEC not later than April 30, 2025:
NAME
AGE
POSITION WITH THE COMPANY
Matthew J. Gould*
65
Chairman of the Board
Fredric H. Gould*
89
Vice Chairman of the Board
Patrick J. Callan, Jr.
62
President, Chief Executive Officer and Director
Lawrence G. Ricketts, Jr.
48
Executive Vice President and Chief Operating Officer
Jeffrey A. Gould*
59
Senior Vice President and Director
Isaac Kalish**
49
Senior Vice President and Chief Financial Officer
David W. Kalish**
77
Senior Vice President—Financial
Mark H. Lundy
62
Senior Vice President
Israel Rosenzweig
77
Senior Vice President
Richard M. Figueroa
57
Senior Vice President
Justin Clair
42
Executive Vice President
Mili Mathew
41
Vice President—Financial and Chief Accounting Officer
Alysa Block
64
Treasurer
*
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, Executive Vice
President since 2006 and served as Vice President from 1999 through 2006.
Isaac Kalish. Mr. Kalish has served as our Chief Financial Officer since 2023 as Senior Vice President
since 2022 and as Vice President from 2013 through 2022. He has served as Treasurer of the managing general
partner of Gould Investors since 2013 and as its Assistant Treasurer from 2012, as Senior Vice President since
2023, as Vice President and Treasurer of BRT Apartments Corp. since 2013 and 2014, respectively, and as its
Assistant Treasurer from 2009 through 2013. He is a certified public accountant.
David W. Kalish. Mr. Kalish has served since 2023 as our Senior Vice President-Financial, and from 1990
to 2023, as Chief Financial Officer and Senior Vice President. Since 1998, he has served as Senior Vice
President, Finance and from 1990 to 1998, as Chief Financial Officer of BRT Apartments. Since 1990, he has
served as Senior Vice President and Chief Financial Officer of the managing general partner of Gould Investors.
Mr. Kalish is a certified public accountant.
Mark H. Lundy. Mr. Lundy has served as our Senior Vice President since 2006 and as Vice President from
2000 through 2006. He has served as Senior Vice President of BRT Apartments since 2006, and as its Vice
President from 1993 to 2006. Mr. Lundy has served as President and Chief Operating Officer of the managing
general partner of Gould Investors since 2013 and as its Vice President from 1990 through 2012. 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. He has served as
Chairman of the Board of Directors of BRT Apartments since 2013, as Vice Chairman of its Board of Directors
from 2012 through 2013, and as its Senior Vice President from 1998 through 2012. Since 1997, he has served as
a Vice President of the managing general partner of Gould Investors.
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 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.
12
Justin Clair. Mr. Clair has served as Executive Vice President since 2023, as Senior Vice President—
Acquisitions from 2019 through 2023, as Vice President from 2014 through 2019, as Assistant Vice President
from 2010 through 2014, and has been employed by us since 2006.
Mili Mathew. Ms. Mathew has served as Chief Accounting Officer since 2023, Vice President—Financial,
since 2022, as Assistant Vice President—Financial, from 2020 through 2022, and has been employed by us since
2014. Ms. Mathew 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 also served as the Treasurer of BRT Apartments from 2008 through 2013, and as its Assistant
Treasurer from 1997 to 2008.
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 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 revenues and operating cash flows will be reduced and we would incur additional
costs.
Substantially all of our revenue and operating cash flow is derived from rent paid by our tenants pursuant to
leases. From 2025 through 2030, the following leases expire:
Percentage of
Number of
2025 Contractual
2025 Contractual
Leases Expiring December 31,
Leases
Rental Income
Rental Income
2025 - 2027 (1)
57
$
21,976,000
30.5
2028 - 2030
58
28,595,000
39.7
(1) Eight leases accounting for 2.1% of contractual rental income expire in 2025, and we believe or have been
advised that tenants with respect to $560,000 of 2025 contractual rental income intend to allow their leases to
expire.
If our tenants, and in particular, our significant tenants, (i) do not renew their leases upon lease expiration,
(ii) default on their obligations or (iii) seek rent relief, lease renegotiation or other accommodations, our revenues
would 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, would become responsible for
the operating expenses (e.g., real estate taxes, maintenance and insurance) related to these properties, and, in the
event of tenant defaults, would incur expenses in enforcing our rights as landlord. Our efforts to find
replacement tenants may be challenged as there are a limited number of tenants interested in certain types of
properties, such as our theaters (i.e., Regal Cinemas) and a health and fitness center (i.e., LA Fitness) which
account in the aggregate for $2.2 million, or 3.0%, of 2025 contractual rental income and the cost of
reconfiguring such properties to make them more attractive to a broader set of potential tenants may be
prohibitive. Finding replacement tenants for retail properties or incentivizing retail tenants to renew their leases
is challenging as retail tenants often require that we pay for improvements to their facility (i.e., tenant
improvements) – these improvements are often very costly and makes the prospect of entering into such lease
less attractive to us. Even if we find replacement tenants or renegotiate leases with current tenants, the terms of
13
the new or renegotiated leases, after giving effect to tenant concessions or the cost of required renovations/
reconfigurations may be less favorable than current lease terms and could reduce the amount of cash available to
meet expenses and pay dividends. If we are unable to re-rent properties on favorable terms with respect to
properties at which tenants default on their rent obligation or do not renew their leases at lease expiration, our
results of operations, cash flow and financial condition will be adversely affected.
Approximately 21.1% of our 2025 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, would significantly reduce our revenues.
FedEx, Northern Tool, NARDA Holdings, Inc., Havertys and Ferguson account for approximately 5.2%,
4.3%, 4.2%, 3.9% and 3.5%, respectively, of our 2025 contractual rental income, and the weighted average
remaining lease term for such tenants is 2.7 years, 4.3 years, 8.7 years, 3.7 years and 2.6 years, respectively. 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, would 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.
The concentration of our properties in certain states makes our revenues and the value of our portfolio
vulnerable to adverse changes in local economic conditions.
Approximately 46.9% of our 2025 contractual rental income is derived from properties located in six states —
South Carolina (11.7%), New York (9.5%), Texas (7.9%), Pennsylvania (7.9%), Maryland (5.2%) and Iowa
(4.7%). As a result, a decline in the economic conditions in these states or in regions where our properties are
concentrated, 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 72.4% and 21.1% of our 2025 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 would have an adverse effect on our results of operations, liquidity and financial condition.
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, 2024, the aggregate of our unbilled rent receivable and intangible lease assets is $30.6
million (including $13.6 million of intangible lease assets): five tenants (i.e., NARDA Holdings, Inc., Northern
Tool, Famous Footwear, The Lion Brewery, and Q.E.P. Co., Inc.) account for 30.2% 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, which are highly subjective, 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 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.
14
Declines in the value of our properties could result in impairment charges.
When we are presented with indicators of impairment in the value of a particular property or group of
properties, we are required to perform an impairment analysis for such property or properties. When 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 are 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. Impairment
charges 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.
Traditional retail tenants account for 21.1% of our 2025 contractual rental income and the competition that
such tenants face from e-commerce retail sales could adversely affect our business.
Approximately 21.1% of our 2025 contractual rental income is derived from retail tenants, including 4.8%
from tenants engaged in selling furniture (i.e., Havertys Furniture accounts for 3.9% of 2025 contractual rental
income) and 2.1% from a tenant engaged in selling office supplies (i.e., Office Depot, a tenant at five properties,
two of which are currently closed but for which the tenant continues to pay rent and the lease expires in May
2025). Because e-commerce retailers (unlike “bricks and mortar” or “traditional” 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 extensive competition from e-commerce retailers. E-commerce sales decrease 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 affecting our results of operations, cash flow and financial
condition.
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, 2024, $425.0 million in mortgage debt outstanding (all of which is non-recourse
subject to standard carve-outs). 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 2025 through
2029, approximately $189.0 million of our mortgage debt matures. 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.
15
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.
Volatile or increasing interest rates, or credit market tightening, may make it 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.
Increases or volatility 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, increasing interest
rates could decrease the amount third parties are willing to pay for our assets, thereby limiting our ability to
dispose of assets on more favorable terms.
Interest rates have been volatile as the interest rate on the ten-year treasury notes ranged from 1.51% to
5.02% during the three years ended December 31, 2024. At February 28, 2025, the interest rate on such notes
was 4.22%. 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, 2024, the principal balance of the mortgage payments due at
maturity on our properties and the weighted average interest rate thereon (dollars in thousands):
Principal
Balances
Weighted Average
Due at
Interest Rate
Year
Maturity
Percentage
2025
$ 22,458
4.17
2026
18,461
3.91
2027
38,525
3.64
2028
30,155
4.64
2029
79,386
4.41
2030 and thereafter
159,172
5.02
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 substantially all of our 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 volatile 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
or are especially volatile. Accordingly, increases and volatility in interest rates may reduce the amount investors
are willing to pay for our common stock.
16
If our borrowings increase, the risk of default on our repayment obligations and our debt service requirements
will also increase.
At December 31, 2024, we had $425.0 million of debt outstanding all related to our mortgage debt and no
debt outstanding on 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, we may 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 could place us in default under our credit facility. In such event, if
no amounts were outstanding under the facility, we would not be entitled to draw on the facility which could
impede our ability, among other things, to acquire properties or fund working capital requirements. If we
defaulted on the facility while amounts were outstanding, the lenders could require us to repay the full amount
outstanding, and we might be required to rapidly dispose of our properties, which could have an adverse impact
on the amounts we receive on such dispositions. 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.
Certain of our leases require us to pay property related expenses that are not the obligations of our tenants.
In addition to satisfying their rent obligations, our tenants are generally responsible for the payment of real
estate taxes, insurance and ordinary maintenance and repairs. However, under the provisions of certain leases, we
are required to pay some expenses, such as the costs of environmental liabilities, roof and structural repairs,
insurance premiums, and 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 such assets at below such assets’ carrying values. The
disposition of our properties or assets at below their carrying values may adversely affect our net income, reduce
our stockholders’ equity and adversely affect our ability to pay dividends.
17
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 face, significant competition for attractive investment opportunities, and
in particular, opportunities to acquire industrial properties. Our competitors include publicly-traded REITs,
non-traded REITs, insurance companies, commercial and investment banking firms, private institutional funds,
hedge funds, private equity funds and other investors, many of whom have greater financial and other resources
18
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.
Four properties in which we have an interest are owned through consolidated joint ventures (two properties)
and unconsolidated joint ventures (two 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 3.9% of 2025 contractual
rental income, and (ii) unconsolidated joint ventures, we own, with one joint venture partner and their affiliates,
properties which account for our $233,000 share of 2025 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.
19
Compliance with the Americans with Disabilities Act could be costly.
Under the Americans with Disabilities Act of 1990 (the “ADA”), all public accommodations must meet
Federal requirements for access and use by disabled persons. A determination that our properties do not comply
with the ADA 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 ADA, 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. 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 2024 we
paid, and in 2025 we anticipate paying, Majestic Property, (i) a fee of $3.3 million and $3.4 million, respectively,
and (ii) $336,000 and $350,000, 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, an affiliated entity, and in 2024, reimbursed Gould Investors $1.2 million for
our share of the insurance premiums paid by Gould Investors. At December 31, 2024, Gould Investors
beneficially owns approximately 10.6% of our outstanding common stock and certain of our senior executive
officers are also executive officers of the managing general partner of Gould Investors.
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, Isaac Kalish, our chief financial officer and
senior vice president and David W. Kalish, our senior vice president-financial, 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.
20
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:
• provide for a staggered board of directors consisting of three classes, with one class of directors being
elected each year and each class being elected for three-year terms and until their successors are duly
elected and qualify;
• impose restrictions on ownership and transfer of our stock (such provisions being intended to, among
other purposes, facilitate our compliance with certain requirements under the Code, relating to our
qualification as a REIT under the Code); and
• provide that directors may be removed only for cause and only by the vote of at least a majority of all
outstanding shares entitled to vote.
Certain provisions of the Maryland General Corporation Law (the “MGCL”) may impede a third party from
making a proposal to acquire us or inhibit a change of control under circumstances that otherwise could be in the
best interest of holders of shares of our common stock, including:
• “control share” provisions that provide that, subject to certain exceptions, holders of “control shares” of
our company (defined as voting shares which, when aggregated with other shares controlled by the
stockholder, entitle the holder to exercise voting power in the election of directors within one of three
increasing ranges) acquired in a “control share acquisition” (defined as the direct or indirect acquisition of
ownership or control of issued and outstanding “control shares,” subject to certain exceptions) have no
voting rights with respect to the control shares except to the extent approved by our stockholders by the
affirmative vote of at least two-thirds of all the votes entitled to be cast on the matter, excluding all
interested shares; and
• additionally, Title 3, Subtitle 8 of the MGCL permits our board of directors, without stockholder approval
and regardless of what is currently provided in the Charter or the Bylaws, to implement certain corporate
governance provisions.
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.
21
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
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 hinders
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 dividends we pay are determined by our board of directors from time-to-time based on its assessment of,
among other things, our short and long-term cash and liquidity requirements, prospects, debt maturities,
maintenance of our REIT status, projections of our REIT taxable income, net income, funds from operations and
adjusted funds from operations. 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. It is possible that a portion of the dividends we would pay in 2025 or
thereafter 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.
The stock market is volatile, and fluctuations in our operating results, removal from various indices and other
factors could cause our stock price to decline.
The stock market has experienced, and may continue to experience, fluctuations that significantly impact the
market prices of securities issued by many companies. Market fluctuations could adversely affect our stock price.
These fluctuations have often been unrelated or disproportionate to the operating performance of particular
companies. These broad market fluctuations, as well as general economic, systemic, political and market
conditions, such as pandemics, recessions, loss of investor confidence, interest rate changes, government
shutdowns, or trade wars, may negatively affect the market price of our common stock. Moreover, our operating
results may fluctuate and vary from period to period due to the risk factors set forth herein.
22
Although our common stock is quoted on the New York Stock Exchange, the volume of trades on any given
day has been limited historically, as a result of which stockholders might not have been able to sell or purchase
our common stock at the volume, price or time desired. Further, if our common stock is removed from the
Russell 3000® Index because it does not meet the criteria for continued inclusion in such index, index funds,
institutional investors, or other holders attempting to track the composition of that index may be required to sell
our common stock, which would adversely impact the price and frequency at which it trades.
General Business Risks
Enhanced market and economic volatility due to adverse economic and geopolitical conditions, health crises
or dislocations in the credit markets, could have a material adverse effect on our results of operations,
financial condition and ability to pay dividends.
Our business may be adversely affected by market and economic volatility experienced by the U.S. and
global economies, the real estate industry as a whole and/or the local economies in the markets in which our
properties are located. Such adverse conditions may be due to, among other issues, rising inflation and interest
rates, volatility in the public equity and debt markets, labor market challenges and international economic and
other conditions, including pandemics, geopolitical instability (such as the conflicts in Ukraine and the Middle
East), sanctions and other conditions beyond our control. These current conditions, or similar conditions existing
in the future, may adversely affect our results of operations, financial condition and ability to pay dividends as a
result of one or more of the following, among other potential consequences:
•
the financial condition of our tenants may be adversely affected, which may result in lower rents or
tenant defaults;
•
current or potential tenants may delay or postpone entering into long-term net leases with us;
•
the ability to borrow on acceptable terms and conditions may be limited or unavailable, which could
reduce our ability to pursue acquisitions, dispositions and refinance existing debt, reduce our returns
from acquisition and disposition activities, increase our future interest expense and reduce our ability to
make cash distributions to our stockholders;
•
our ability to access the capital markets may be restricted at a time when we would like, or need, to
access those markets, which could have an impact on our flexibility to react to changing economic and
business conditions;
•
the recognition of impairment charges on or reduced values of our properties, which may adversely
affect our results of operations or limit our ability to dispose of assets at attractive prices and may
reduce the availability of financing;
•
our line of credit lenders could refuse to fund their financing commitment to us, or could fail, and we
may not be able to replace the financing commitment of any such lenders on favorable terms, or at all;
and
•
one or more counterparties to our derivative financial instruments could default on their obligations to
us, or could fail, increasing the risk that we may not realize the benefits of these instruments.
23
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, employees and joint venture partners. 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 although 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,
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 financial reporting processes and systems.
We are dependent on third party software, and in particular, Yardi’s property management software, for
generating tenant invoices, collecting receivables, paying payables and preparing financial reports. If the
software does not perform as required (including non-performance resulting from the software vendors’
unwillingness or inability to maintain or upgrade the functionality of the software), our ability to conduct
operations would be adversely affected.
Item 1B. Unresolved Staff Comments.
None.
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Item 1C. Cybersecurity.
Our information technology, communication networks, enterprise applications, accounting and financial
reporting platforms and related systems are integral to our operations. We use these systems, among others, for
internal communications, for accounting and record-keeping functions, and for many other key aspects of our
business. Our operations rely on securing, collecting, storing, transmitting, and processing proprietary and
confidential data.
We have deployed various safeguards designed to protect our information technology (“IT”) systems from
cybersecurity threats, including firewalls, intrusion prevention and detection systems, anti-malware functionality
and access controls. At the management level, these cybersecurity defense systems are overseen by our network
administrator who performs services for us on a part-time basis pursuant to the compensation and services
agreement. Our network administrator has more than 20 years of experience with IT systems and holds various
IT certifications. Our network administrator reports to, and is in regular contact with, our Chief Financial Officer
and Senior Vice President-Financial. These officers do not have formal IT or cybersecurity training. In the event
of a cybersecurity incident, among other things, the network administrator and these officers would consult with
one another and, as needed or appropriate, other members of management to determine the appropriate course of
action (including whether such incident should be reported to other members of management and/or the audit
committee and whether public disclosure should, or is required to, be made).
Our internal auditor performs certain procedures to test the integrity and functionality of our IT systems
(which includes a high-level review of our cybersecurity defenses). In addition, we have retained a third-party
cybersecurity consulting firm that (i) advises us as to cybersecurity matters (including prevailing cybersecurity
threats), (ii) performs, on a periodic basis, assessments of our cybersecurity defenses and (iii) on a continuous
basis, monitors our IT systems for cybersecurity threats and intrusions.
We are not aware of any risks from cybersecurity threats that have materially affected or are reasonably
likely to materially affect us. See “Item 1A. Risk Factors” in this Annual Report for additional discussions about
cybersecurity-related risks.
To operate our business, we use certain third-party service providers to perform a variety of functions. We
seek to engage reliable, reputable service providers that maintain cybersecurity programs and we rely on such
providers to maintain appropriate cybersecurity practices.
At the Board level, our cybersecurity practices are overseen by the audit committee as part of its oversight of
our risk management activities. The committee meets periodically with, among others, our internal auditor and
network administrator to review and discuss cybersecurity matters.
25
Item 2. Properties.
Our principal executive office is located at 60 Cutter Mill Road, Suite 303, Great Neck, New York. We
believe that our facilities are satisfactory for our current and projected needs.
Our Properties
As of December 31, 2024, we own 100 properties with an aggregate net book value of $672.3 million. Our
occupancy rate, based on square footage, was 99.2%, 98.8% and 99.8% as of December 31, 2024, 2023 and
2022, respectively. The following table details, as of December 31, 2024, certain information about our
properties (except as otherwise indicated, each property is tenanted by a single tenant):
Percentage of
Approximate
2025 Contractual
2025 Contractual
Square Footage
Rental Income
Location
Type of Property
Rental Income
of Building
per Square Foot
Fort Mill, SC
Industrial
4.3
701,595
$
4.46
Hauppauge, NY
Industrial
4.2
201,614
$
14.98
Baltimore, MD
Industrial
3.5
367,000
$
6.87
El Paso, TX
Industrial
3.3
419,821
$
5.72
Royersford, PA (1)
Retail
3.3
194,600
$
12.46
Fort Mill, SC
Industrial
3.2
303,188
$
7.48
Council Bluffs, IA (2)
Industrial
3.0
302,347
$
7.18
Lebanon, TN
Industrial
3.0
540,200
$
3.93
Delport, MO (3)
Industrial
2.4
339,094
$
5.14
Littleton, CO (4)
Retail
2.2
94,166
$
19.25
Pittston, PA
Industrial
2.1
249,600
$
5.98
El Paso, TX (5)
Retail
2.0
110,179
$
13.32
McCalla, AL
Industrial
2.0
294,000
$
4.80
Brooklyn, NY
Office
1.9
66,000
$
20.39
Moorestown, NJ
Industrial
1.7
219,881
$
5.69
Ankeny, IA (3)
Industrial
1.7
208,234
$
5.92
Lowell, AR
Industrial
1.7
248,370
$
4.95
Joppa, MD
Industrial
1.7
258,710
$
4.69
St. Louis Park, MN (3)
Retail
1.7
131,710
$
9.00
Englewood, CO
Industrial
1.5
63,882
$
16.89
Tucker, GA
Health & Fitness
1.4
58,800
$
17.45
Pennsburg, PA (3)
Industrial
1.4
291,203
$
3.43
Dalton, GA
Industrial
1.3
212,740
$
4.46
Indianapolis, IN
Industrial
1.2
125,622
$
7.13
Greenville, SC (2)
Industrial
1.2
142,200
$
5.97
Bakersfield, CA
Industrial
1.1
218,116
$
3.78
Huntersville, NC
Industrial
1.1
78,319
$
10.47
Lehigh Acres, FL (3)
Industrial
1.1
103,044
$
7.43
Ronkonkoma, NY (3)
Industrial
1.0
90,599
$
8.34
Green Park, MO
Industrial
1.0
119,680
$
6.02
Greensboro, NC
Theater
1.0
61,213
$
11.41
Ashland, VA
Industrial
0.9
88,003
$
7.73
New Hope, MN (2)
Industrial
0.9
123,892
$
5.46
Memphis, TN
Industrial
0.9
224,749
$
2.94
New Hyde Park, NY
Industrial
0.9
38,000
$
17.18
Chandler, AZ
Industrial
0.9
62,121
$
10.44
Louisville, KY
Industrial
0.9
125,370
$
5.13
Northwood, OH (3)
Industrial
0.9
123,500
$
5.14
Moorestown, NJ
Industrial
0.9
64,000
$
9.80
Bensalem, PA (6)
Industrial
0.9
85,663
$
7.33
Northwood, OH (7)
Industrial
0.8
126,990
$
4.82
Omaha, NE
Industrial
0.8
101,584
$
5.85
Nashville, TN (8)
Industrial
0.8
99,500
$
9.11
Melville, NY
Industrial
0.8
51,351
$
11.56
Greenville, SC (2)
Industrial
0.8
128,000
$
4.44
Shakopee, MN
Industrial
0.8
114,000
$
4.97
Monroe, NC
Industrial
0.8
93,170
$
6.05
Blythewood, SC (3)
Industrial
0.8
177,040
$
3.15
26
Percentage of
Approximate
2025 Contractual
2025 Contractual
Square Footage
Rental Income
Location
Type of Property
Rental Income
of Building
per Square Foot
Greenville, SC
Industrial
0.8
88,800
$
6.26
Saco, ME
Industrial
0.7
131,400
$
3.92
Cedar Park, TX
Retail—Furniture
0.7
50,810
$
10.00
Tyler, TX
Retail—Furniture
0.7
72,000
$
6.75
Fort Myers, FL
Industrial
0.7
52,710
$
9.20
Lake Charles, LA (9)
Retail—Office Supply
0.7
54,229
$
11.23
Lexington, KY
Industrial
0.7
74,150
$
6.50
Rincon, GA
Industrial
0.7
95,000
$
5.06
Indianapolis, IN
Theater
0.7
57,688
$
8.28
Durham, NC
Industrial
0.7
46,181
$
10.30
Plymouth, MN
Industrial
0.6
82,565
$
5.58
Highland Ranch, CO (3)
Retail
0.6
42,920
$
10.39
Albuquerque, NM
Industrial
0.6
63,421
$
6.94
Eugene, OR
Retail—Office Supply
0.6
24,978
$
17.32
Deptford, NJ
Retail
0.6
25,358
$
16.90
Newark, DE
Other
0.6
23,547
$
18.13
Richmond, VA
Retail—Furniture
0.6
38,788
$
10.53
Hillside, IL (3)
Industrial
0.6
60,832
$
6.69
Amarillo, TX
Retail—Furniture
0.6
72,027
$
5.64
El Paso, TX
Retail—Office Supply
0.6
25,000
$
16.08
Champaign, IL (3)
Retail
0.6
50,940
$
7.85
Lexington, KY
Retail—Furniture
0.5
30,173
$
12.48
Savannah, GA
Industrial
0.5
35,249
$
10.64
Newport, VA
Retail—Furniture
0.5
49,865
$
7.09
LaGrange, GA
Industrial
0.5
80,000
$
4.39
Naples, FL
Retail—Furniture
0.5
15,912
$
20.57
Greensboro, NC
Retail
0.4
12,950
$
24.00
Somerville, MA
Retail
0.4
12,054
$
25.72
Gurnee, IL
Retail—Furniture
0.4
22,768
$
13.43
Selden, NY
Retail
0.4
14,555
$
21.00
Bluffton, SC
Retail—Furniture
0.4
35,011
$
7.92
Crystal Lake, IL
Retail
0.4
32,446
$
8.25
Pinellas Park, FL
Industrial
0.3
53,064
$
4.61
Chicago, IL
Retail—Office Supply
0.3
23,939
$
10.15
Hyannis, MA
Retail
0.3
9,750
$
24.85
Chandler, AZ
Industrial
0.3
25,035
$
9.58
Myrtle Beach, SC
Restaurant
0.3
6,734
$
34.85
Everett, MA
Retail
0.3
18,572
$
11.43
Cary, NC
Retail—Office Supply
0.3
33,490
$
6.09
Marston, MA
Retail
0.3
8,775
$
22.00
Monroeville, PA
Retail
0.2
6,051
$
27.83
West Palm Beach, FL
Industrial
0.2
10,634
$
15.04
Batavia, NY
Retail
0.2
23,483
$
6.60
South Euclid, OH
Retail
0.2
11,672
$
9.94
Cuyahoga Falls, OH
Retail
0.1
6,796
$
12.49
Seattle, WA
Retail
0.1
3,053
$
27.50
Rosenberg, TX
Retail
0.1
8,000
$
10.20
Port Clinton, OH
Retail
0.1
6,749
$
10.98
Louisville, KY
Industrial
0.1
9,642
$
7.10
Beachwood, OH (10)
Land
—
349,999
$
—
Bolingbrook, IL (11)
Retail
—
33,111
$
—
Concord, NC (12)
Restaurant
—
4,749
$
—
100.0
10,870,285
(1) This property, a community shopping center, is leased to 11 tenants. Contractual rental income per square
foot excludes 3,125 square feet of vacant space.
(2) This property has three tenants.
(3) This property has two tenants.
27
(4) This property, a community shopping center, is leased to 19 tenants. Contractual rental income per square
foot excludes 10,433 square feet of vacant space.
(5) This property has four tenants. Contractual rental income per square foot excludes 2,395 square feet of
unleasable vacant space.
(6) This property has three tenants. Contractual rental income per square foot excludes 143 square feet of
unleasable vacant space.
(7) This property has five tenants.
(8) This property has two tenants. Contractual rental income per square foot excludes 34,362 square feet of
vacant space.
(9) This property has three tenants. One tenant, Party City, filed for Chapter 11 bankruptcy protection; as such,
contractual rental income excludes $188,000 related to this tenant.
(10) This property is ground leased to a multi-unit apartment complex owner/operator. As the property has not
generated specified levels of positive operating cash flows, the tenant has not been required to pay rent since
October 2020. 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.
(11) The tenant’s lease expired January 31, 2024 and we are pursuing the re-lease and/or sale of such property.
(12) This property was sold on January 21, 2025.
Properties Owned by Joint Ventures
As of December 31, 2024, we own a 50% equity interest in two joint ventures that own two properties. At
December 31, 2024, our investment in these joint ventures was approximately $2.1 million and the occupancy
rate at these properties, based on square footage, was 100%. Based on the leases in effect at December 31, 2024,
we anticipate that our share of the base rent payable in 2025 to our joint ventures is approximately $233,000. The
following table sets forth, as of December 31, 2024, information about the properties owned by these joint
ventures:
Percentage of
Base Rent Payable
in 2025
Contributed by
Approximate
2025
Type of
the Applicable
Square Footage
Base Rent
Location
Property
Joint Venture (1)
of Building
per Square Foot
Savannah, GA
Retail
85.8
46,058
$
4.34
Savannah, GA (2)
Restaurant
14.2
—
—
100.0
46,058
(1) Represents our share of the base rent payable in 2025 with respect to such joint venture property, expressed
as a percentage of the aggregate base rent payable in 2025 by all of our joint venture properties.
(2) This property is a parking lot which is ground leased to a restaurant.
28
Geographic Concentration
As of December 31, 2024, the 100 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, 2024:
Percentage of
2025
2025
Contractual
Contractual Approximate
Number of
Rental
Rental
Building
State
Properties
Income
Income
Square Feet
South Carolina
8 $ 8,440,000
11.70
1,582,568
New York
7
6,828,000
9.50
485,602
Texas
7
5,720,000
7.90
757,837
Pennsylvania
5
5,673,000
7.90
827,117
Maryland
2
3,736,000
5.20
625,710
Iowa
2
3,402,000
4.70
510,581
Tennessee
3
3,377,000
4.70
864,449
Georgia
5
3,181,000
4.40
481,789
Colorado
3
3,136,000
4.40
200,968
North Carolina
7
3,073,000
4.30
330,072
Minnesota
4
2,890,000
4.00
452,167
Missouri
2
2,462,000
3.40
458,774
New Jersey
3
2,306,000
3.20
309,239
Florida
5
1,982,000
2.80
235,364
Illinois
6
1,624,000
2.30
224,036
Kentucky
4
1,570,000
2.20
239,335
Ohio
6
1,521,000
2.10
625,706
Virginia
3
1,443,000
2.00
176,656
Alabama
1
1,411,000
2.00
294,000
Indiana
2
1,373,000
1.90
183,310
Arkansas
1
1,231,000
1.70
248,370
Massachusetts
4
958,000
1.30
49,151
Arizona
2
888,000
1.20
87,156
California
1
825,000
1.10
218,116
Nebraska
1
594,000
0.80
101,584
Maine
1
515,000
0.70
131,400
Louisiana
1
483,000
0.70
54,229
New Mexico
1
440,000
0.60
63,421
Oregon
1
433,000
0.60
24,978
Delaware
1
427,000
0.60
23,547
Washington
1
84,000
0.10
3,053
100
$ 72,026,000
100.0 10,870,285
29
Mortgage Debt
At December 31, 2024, we had:
• 62 first mortgages secured by 63 of our 100 properties; and
• $425.0 million of mortgage debt outstanding with a weighted average interest rate of 4.56% and a
weighted average remaining term to maturity of approximately 6.1 years. Substantially all of such
mortgage debt bears fixed interest at rates ranging from 3.05% to 6.25% and contains prepayment
penalties.
The following table sets forth scheduled principal mortgage payments due on our properties as of December
31, 2024 (dollars in thousands):
PRINCIPAL
YEAR
PAYMENTS DUE
2025
$
33,542
2026
29,499
2027
48,524
2028
39,511
2029
86,670
Thereafter
187,232
Total
$
424,978
The mortgages on our properties are generally non-recourse, subject to standard carve-outs.
Item 3. Legal Proceedings.
Our subsidiary is a defendant in a lawsuit entitled Eastgate LLC, et al. v. OLP Beachwood OH LLC, in the
U.S. District Court for the Northern District of Ohio, Eastern Division, with respect to our land parcel in
Beachwood, Ohio. The plaintiffs own the office building adjacent to our parcel and, among other things, seek to
declare as void and unenforceable, deed restrictions prohibiting the use of a portion of their property for multi-
family residential purposes. The lawsuit is in the preliminary pleading stage and we believe we have meritorious
defenses. See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
– Challenges and Uncertainties Facing The Vue – Beachwood, Ohio.”
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 February 28,
2025, there were approximately 235 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
As of February 28, 2025, we are authorized to repurchase up to $8.1 million of shares of our common stock
through, among other things, open-market or privately negotiated transactions. There is no stated expiration date
for our stock repurchase program. We did not repurchase any shares of our common stock in 2024.
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 consisting of industrial and, to a lesser extent, retail 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, 2024, we own, in 31 states, 102 properties, including two properties owned by
consolidated joint ventures and two properties owned through unconsolidated joint ventures.
Challenges and Uncertainties as a Result of the Volatile Economic Environment
There is significant economic uncertainty due, among other things, to volatile interest rates, the challenges
presented by an inflationary/potential recessionary environment and the proposed policies of the current
administration. As a result of this uncertainty, volatility and the related causes, we may be cautious in pursuing
acquisition opportunities in 2025 and our ability to grow revenue, net income and cash flow through acquisitions
may be adversely affected.
General Challenges and Uncertainties
In addition to the challenges and uncertainties as also described under “Cautionary Note Regarding
Forward-Looking Statements”, “Item 1A. Risk Factors”, and “— Challenges and Uncertainties as a Result of the
Volatile Economic Environment”, we, among other things, face additional challenges and uncertainties, 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;
acquire or dispose of properties on acceptable terms; or grow, through acquisitions or otherwise, our property
portfolio so as to generate additional rental and net income. If we are unable to address these challenges
successfully, we may be unable to sustain our current level of dividend payments.
Other than with respect to our continuing focus on acquiring industrial properties, we generally seek to
manage the risk of our real property portfolio and the related financing arrangements by (i) diversifying among
locations, tenants, scheduled lease expirations, mortgage maturities and lenders, and (ii) minimizing our exposure
to interest rate fluctuations. As a result, as of December 31, 2024:
• our 2025 contractual rental income is derived from the following property types: 72.4% from industrial,
21.1% from retail, 1.6% from theaters, 1.4% from health and fitness, 0.7% from restaurant, and 2.8%
from other properties,
• there are five states with properties that account for 5% or more of 2025 contractual rental income, and
one state that accounts for more than 10.0% of 2025 contractual rental income (i.e., South Carolina at
11.7%),
• there is one tenant at five properties that accounts for more than 5% of 2025 contractual rental income
(i.e., FedEx at 5.2%),
• through 2034, there are five years in which the percentage of our 2025 contractual rental income
represented by expiring leases equals or exceeds 10% (i.e., 19.8% in 2027, 16.2% in 2028, 12.9% in 2029,
10.6% in 2030 and 10.6% in 2033) — approximately 3.0% of our 2025 contractual rental income is
represented by leases expiring in 2035 and thereafter,
• after giving effect to interest rate swap agreements, substantially all of our mortgage debt bears interest at
fixed rates,
• in 2025, 2026 and 2027, 7.9%, 6.9% and 11.4%, respectively, of our total scheduled principal mortgage
payments (i.e., amortization and balances due at maturity) is due, and
32
• there are two different counterparties to our portfolio of interest rate swaps: one counterparty, rated A2 or
better by a national rating agency (i.e., Moody’s Long-Term Debt Ratings), accounts for 82.3%, or $11.5
million, of the notional value of our swaps; and one counterparty, rated A− by another rating provider
(i.e., Kroll), accounts for 17.7%, or $2.4 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, reviewing 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, 2027, 57 leases for 49 tenants at 36 properties
representing $22.0 million, or 30.5%, of 2025 contractual rental income expire.
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.
At December 31, 2024, we have unhedged variable rate mortgage debt in the principal amount of $7.3
million which bears a weighted average interest rate of 3.88%. The table below provides information about such
debt as of December 31, 2024.
Current
Interest Rate
Property
Principal Amount
Maturity Date
Interest Rate
Reset Date
Lexington, Kentucky
$
5,139,000
June 2047
3.85 %
June 2029
Deptford, NJ
2,186,000
February 2041
3.95
February 2026
$
7,325,000
Challenges and Uncertainties Facing 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. Since 2018, the property has faced, and we anticipate that the property will continue to face,
occupancy and financial challenges. As the property has not generated specified levels of positive operating cash
flows, the tenant has not been required to pay rent since October 2020, and we anticipate that it will not pay rent
in the near future. After giving effect to debt service, the property, during the past several years (other than
2024), has been operating on a negative cash flow basis, although management believes that the property’s
operating performance is improving.
Since 2022 (through February 28, 2025), we provided The Vue with an aggregate of $3.5 million (including
$109,000 from January 1, 2024 through February 28, 2025) to cover, among other things, operating cash flow
shortfalls and capital expenditures, and the amount to be funded in 2025, if any, has not been definitively
determined. At December 31, 2024, (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 $17.4
million and is subordinate to $62.3 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 at the
property (including our payment of the tenant’s debt service obligations) and the continuing non-payment of rent.
If we determine that under GAAP the property has been impaired, we may incur a substantial impairment charge
and if we sell the property, we may recognize a substantial loss. See Note 6 to our consolidated financial
statements.
33
2024 and Recent Developments
In 2024:
•
we acquired three industrial properties for an aggregate purchase price of $44.7 million. These properties
account for $3.0 million, or 4.1%, of our 2025 contractual rental income.
•
we sold 11 properties (i.e., six retail, two industrial, two health and fitness, and one restaurant) and one
parcel at a multi-tenant retail property, for an aggregate net sales proceeds of $38.2 million and an
aggregate net gain on sale of real estate of $18.0 million. The properties sold accounted for $2.7 million,
or 3.0%, and $5.1 million, or 5.6%, of 2024 and 2023 rental income, net, respectively.
•
as of December 31, 2024 and February 28, 2025, no amounts were outstanding on our $100.0 million
credit facility.
Subsequent to December 31, 2024, we:
Purchases
•
acquired, on January 16, 2025, two Class A industrial properties located in Theodore, Alabama (the
“Alabama Purchase”), for $49.0 million, including a $29.0 million mortgage maturing in 2035 and
bearing an interest rate of 6.12% (interest only for five years and then amortizing on a 30-year
schedule). The two properties comprise an aggregate of 371,586 square feet, are located on
approximately 31 acres and are leased to a total of four tenants with a weighted average remaining lease
term of approximately seven years. We estimate that in 2025, these properties will generate an
aggregate of approximately $3.0 million of contractual rental income and $1.7 million of interest
expense.
•
acquired, on February 6, 2025, a Class A industrial property located in Wichita, Kansas (the “Kansas
Purchase”), for $13.3 million, including a $7.5 million mortgage maturing in 2030 and bearing an
interest rate of 6.09% (interest only through maturity). The property comprises 138,000 square feet, is
located on approximately 9.5 acres, is leased to one tenant and the lease expires in 2028. We estimate
that in 2025, this property will generate approximately $800,000 of contractual rental income and
$413,000 of interest expense.
•
signed a contract, on February 6, 2025, to acquire a Class A industrial property located in Council
Bluffs, Iowa (the “Council Bluffs II Purchase”; and together with the Alabama Purchase and the Kansas
Purchase, the “New Properties”), for $26.0 million, including a $15.6 million mortgage maturing in
2035 and bearing an interest rate of 6.42% (interest only for five years and then amortizing on a 30-year
schedule). The property comprises 236,324 square feet, is located on approximately 23.5 acres and is
adjacent to a 302,347 square foot industrial property we acquired in 2024. The property is leased to two
tenants and the weighted average remaining lease term is approximately six years. We estimate that the
purchase will be completed in the first quarter of 2025 and that this property will generate, in 2025,
approximately $1.5 million of contractual rental income and $800,000 of interest expense.
We estimate that after giving effect to the purchase of New Properties, 2025 contractual rental income will
be approximately $77.3 million.
Sale
•
sold, on January 21, 2025, a restaurant property located in Concord, North Carolina for $3.3 million and
generated net proceeds of $3.1 million. This property accounted for $211,000 and $209,000 of rental
income, net, $54,000 and $51,000 of depreciation and amortization expense, and $36,000 and $56,000
of mortgage interest expense for 2024 and 2023, respectively. We anticipate that we will recognize,
during the quarter ending March 31, 2025, a gain of approximately $1.1 million from the sale of this
property.
In January 2025, we terminated the previously announced contract to sell a multi-tenant retail center located
in St. Louis Park, Minnesota.
34
Comparison of Years Ended December 31, 2024 and 2023
Results of Operations -
Revenues
The following table compares total revenues for the periods indicated:
Year Ended December 31,
Increase
(Dollars in thousands)
2024
2023
(Decrease)
% Change
Rental income, net
$
90,313
$
90,646
$
(333)
(0.4)
Lease termination fees
250
—
250
n/a
Total revenues
$
90,563
$
90,646
$
(83)
(0.1)
Rental income, net.
The following table details the components of rental income, net, for the periods indicated:
Year Ended December 31,
Increase
(Dollars in thousands)
2024
2023
(Decrease)
% Change
Acquisitions (1)
$
3,356
$
612
$
2,744
448.4
Dispositions (2)
2,718
7,569
(4,851)
(64.1)
Same store (3)
84,239
82,465
1,774
2.2
Rental income, net
$
90,313
$
90,646
$
(333)
(0.4)
(1) The 2024 column represents rental income from properties acquired since January 1, 2023; the 2023 column
represents rental income from properties acquired during the year ended December 31, 2023.
(2) The 2024 column represents rental income from properties sold during the year ended December 31, 2024; the
2023 column represents rental income from properties sold since January 1, 2023.
(3) Represents rental income from 96 properties that were owned for the entirety of the periods presented.
Changes at same store properties
The increase in same store rental income is due to increases of:
-
$1.4 million of rental income from various lease amendments and extensions,
-
$975,000 in tenant reimbursements, of which $705,000 relates to real estate tax expenses generally
incurred in the same year, and
-
$819,000 of rental income due to new and/or replacement tenants at several properties.
The increase was offset by decreases of:
-
$723,000 of rental income from our two Regal Cinemas properties due to lease amendments
effectuated in connection with its bankruptcy reorganization, and
-
$501,000 of rental income from leases that expired in 2023 and 2024 at several properties.
Lease Termination Fee
In March 2024, a consolidated joint venture in Lakewood, Colorado, in which we hold a 90% interest,
received a lease termination fee of $250,000 from a tenant due to the early termination of its lease in connection
with the sale of the related restaurant parcel.
35
Operating Expenses
The following table compares operating expenses for the periods indicated:
Year Ended December 31,
Increase
(Dollars in thousands)
2024
2023
(Decrease)
% Change
Operating expenses:
Depreciation and amortization
$
24,291
$
24,789
$
(498)
(2.0)
Real estate expenses
17,904
16,444
1,460
8.9
General and administrative
15,388
15,822
(434)
(2.7)
Impairment loss
1,086
—
1,086
n/a
State taxes
1
284
(283)
(99.6)
Total operating expenses
$
58,670
$
57,339
$
1,331
2.3
Depreciation and amortization. The decrease is due primarily to:
-
the inclusion, in 2023, of $1.2 million of such expense from the properties sold since January 1,
2023, and
-
a decrease, in 2024, of $1.2 million related to tenant origination costs at several same store
properties that prior to December 31, 2024 were fully amortized.
The decrease was offset by:
-
$1.2 million of such expense from four properties acquired in 2024 and 2023 (including $470,000
from the property acquired in 2023),
-
$539,000 of depreciation from improvements at several same store properties, and
-
$142,000 of leasing commissions at several same store properties.
Real estate expenses.
The increase is primarily due to:
-
an aggregate increase of $671,000 relating to real estate tax expense for several same store
properties, none of which was individually significant,
-
$581,000 from properties acquired in 2024 and 2023 (including $426,000 from the property
acquired in 2023), and
-
aggregate increases of $410,000 of other real estate expenses (i.e., insurance and common area
maintenance) for several same store properties, none of which was individually significant.
The increase was offset primarily by a $202,000 decrease related to properties sold in 2023 and 2024.
A substantial portion of real estate expenses are rebilled to tenants and are included in Rental income, net, on
the consolidated statements of income.
General and administrative. The decrease in 2024 is due primarily to decreases in (i) non-cash
compensation expense primarily due to the inclusion, in 2023, of $233,000 from the retirement, and related
accelerated vesting, of an executive officer’s restricted stock awards, and (ii) professional fees of $166,000
related to litigation that has been settled.
Impairment loss. During 2024, we recorded a $1.1 million impairment loss at our former Hamilton, Ohio
property tenanted by LA Fitness. (See Note 5 to our consolidated financial statements).
State taxes. During 2024, our state tax expense was offset by a $238,000 refund from Tennessee related to
franchise taxes paid during 2020 through 2022, as the state amended the method of calculating such taxes,
resulting in overpayments in such years.
36
Gain on sale of real estate, net
The following table lists the sold properties and related gains, net, for the periods indicated:
Year Ended
December 31,
(Dollars in thousands)
2024
2023
Restaurant parcel - Lakewood, Colorado (1)
$
1,784
$
—
Restaurant property - Kennesaw, Georgia
964
—
Industrial property - Miamisburg, Ohio
1,507
—
Retail property - Wichita, Kansas
1,884
—
Retail property - Lawrence, Kansas
43
—
Retail property - Cape Girardeau, Missouri (2)
978
—
Vacant retail property - Kennesaw, Georgia
2,072
—
Vacant health and fitness property - Hamilton, Ohio
17
—
Vacant industrial property - Wauconda, Illinois
1,177
—
Retail property - Woodbury, Minnesota
921
—
Retail property - Hilliard, Ohio
224
—
Health and fitness property - Secaucus, New Jersey
6,436
—
Restaurant property - Hauppauge, New York
—
1,534
Retail property - Duluth, Georgia
—
3,180
Restaurant property - Greensboro, North Carolina
—
332
Land parcel - Lakewood, Colorado (3)
—
2,177
Restaurant property - Indianapolis, Indiana
—
226
Restaurant property - Richmond, Virginia
—
265
Restaurant properties - Cartersville & Carrollton, Georgia
—
2,581
Restaurant property - Lawrenceville, Georgia
—
989
Retail property - Virginia Beach, Virginia
—
1,727
Retail property - Fort Myers, Florida
—
3,997
Total Gain on sale of real estate, net
$
18,007
$
17,008
(1) This restaurant parcel, at a multi-tenant shopping center, was owned through a consolidated joint venture in which we
have a 90% interest. The non-controlling interest’s share of this gain was $178.
(2) This property was owned through a consolidated joint venture in which we had a 95% interest. The non-controlling
interest’s share of this gain was $105.
(3) This land parcel, at a multi-tenant shopping center, was owned through a consolidated joint venture in which we have a
90% interest. The non-controlling interest’s share of the gain is $218.
Other Income and Expenses
The following table compares other income and expenses for the periods indicated:
Year Ended December 31,
Increase
(Dollars in thousands)
2024
2023
(Decrease) % Change
Other income and expenses:
Equity in earnings (loss) of unconsolidated joint ventures
$
143 $
(904)
$
1,047
(115.8)
Equity in loss from sale of unconsolidated joint venture property
—
(108)
108
(100.0)
Other income
1,186
234
952
406.8
Interest:
Expense
(19,463)
(18,780)
683
3.6
Amortization and write-off of deferred financing costs
(968)
(839)
129
15.4
Equity in earnings (loss) of unconsolidated joint ventures. The 2023 period includes our 50% share of (i) an
$850,000 impairment charge and (ii) $103,000 debt prepayment charge, related to the early payoff of the
mortgage, in connection with the sale of our former Manahawkin, New Jersey joint venture property (the
“Manahawkin Property”). The Manahawkin Property was sold in December 2023 - see Note 7 to our
consolidated financial statements.
Equity in loss from sale of unconsolidated joint venture property. The 2023 results represent a loss of
$108,000 from the sale of the Manahawkin Property.
37
Other income. The change in 2024 is due to an increase of $778,000 in interest income primarily from
investments in short-term U.S. treasury bills.
Interest expense. The following table compares interest expense for the periods indicated:
Year Ended December 31,
Increase
(Dollars in thousands)
2024
2023
(Decrease)
% Change
Interest expense:
Mortgage interest
$
19,209
$
17,514
$
1,695
9.7
Credit line interest
254
1,266
(1,012)
(79.9)
Total
$
19,463
$
18,780
$
683
3.6
Mortgage interest
The following table reflects the weighted average interest rate on the weighted average principal amount of
outstanding mortgage debt during the applicable year:
Year Ended December 31,
Increase
(Dollars in thousands)
2024
2023
(Decrease)
% Change
Weighted average principal amount
$
426,916
$
416,517
$
10,399
2.5
Weighted average interest rate
4.47 %
4.18 %
0.29 %
6.9
The increase in 2024 is due primarily to the increase in the weighted average interest rate on the principal
amount of mortgage debt outstanding. Among other things, the mortgages (i) that we refinanced generally bore a
higher interest rate than the mortgages we paid off and (ii) obtained in connection with acquisitions generally
bore a higher rate of interest than the mortgages on properties we sold.
Credit facility interest
The decrease in credit line interest in 2024 is due to the payoff of the principal balance outstanding on the
credit facility. The interest expense of $254,000 for 2024 constitutes the unused facility fee.
The weighted average interest rate was 6.69% for 2023 and the weighted average principal amount
outstanding was $15.7 million
38
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 FFO for straight-line rent accruals and
amortization of lease intangibles, deducting from income (i) additional rent from a ground lease tenant, (ii)
income on settlement of litigation, (iii) income on insurance recoveries from casualties, (iv) lease termination and
assignment fees, and adding back to income (i) amortization of restricted stock and restricted stock unit
compensation expense, (ii) amortization of costs in connection with its financing activities (including its share of
its unconsolidated joint ventures), (iii) debt prepayment costs, (iv) amortization of lease incentives and (v)
mortgage intangible assets. Since the NAREIT White Paper does not provide guidelines for computing AFFO,
the computation of AFFO varies 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 predictably 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 in evaluating potential property acquisitions.
FFO and AFFO do not represent net income or cash flows from operating, investing or financing activities
as defined by GAAP. FFO and AFFO should not be considered to be an alternative to net income as a reliable
measure of our operating performance; nor 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.
39
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):
Year Ended
December 31,
2024
2023
GAAP net income attributable to One Liberty Properties, Inc.
$ 30,417 $ 29,614
Add: depreciation and amortization of properties
23,495
24,063
Add: our share of depreciation and amortization of unconsolidated joint ventures
22
477
Add: impairment loss
1,086
—
Add: amortization of deferred leasing costs
796
726
Add: our share of amortization of deferred leasing costs of unconsolidated joint ventures
12
18
Add: our share of impairment loss of unconsolidated joint venture property
—
850
Add: equity in loss from sale of unconsolidated joint venture property
—
108
Deduct: gain on sale of real estate, net
(18,007)
(17,008)
Adjustments for non-controlling interests
206
148
NAREIT funds from operations applicable to common stock
38,027
38,996
Deduct: straight-line rent accruals and amortization of lease intangibles
(2,745)
(2,717)
Adjust: our share of straight-line rent accruals and amortization of lease intangibles of unconsolidated
joint ventures
19
(19)
Deduct: lease termination fee income
(250)
—
Deduct: other income and income on settlement of litigation
(110)
(112)
Deduct: our share of unconsolidated joint venture lease termination fee income
—
(21)
Deduct: additional rent from ground lease tenant
—
(16)
Add: amortization of restricted stock and RSU compensation
4,962
5,367
Add: amortization and write-off of deferred financing costs
968
839
Add: amortization of lease incentives
119
121
Add: amortization of mortgage intangible assets
137
114
Add: our share of amortization of deferred financing costs of unconsolidated joint venture
—
42
Adjustments for non-controlling interests
30
1
Adjusted funds from operations applicable to common stock
$ 41,157 $ 42,595
Year Ended
December 31,
2024
2023
GAAP net income attributable to One Liberty Properties, Inc.
$
1.40 $
1.38
Add: depreciation and amortization of properties
1.10
1.13
Add: our share of depreciation and amortization of unconsolidated joint ventures
—
.02
Add: impairment loss
.05
—
Add: amortization of deferred leasing costs
.04
.03
Add: our share of amortization of deferred leasing costs of unconsolidated joint ventures
—
—
Add: our share of impairment loss of unconsolidated joint venture property
—
.04
Add: equity in loss from sale of unconsolidated joint venture property
—
.01
Deduct: gain on sale of real estate, net
(.84)
(.80)
Adjustments for non-controlling interests
.02
.01
NAREIT funds from operations per share of common stock (1)
1.77
1.82
Deduct: straight-line rent accruals and amortization of lease intangibles
(.13)
(.13)
Adjust: our share of straight-line rent accruals and amortization of lease intangibles of unconsolidated
joint ventures
—
—
Deduct: lease termination fee income
(.01)
—
Deduct: other income and income on settlement of litigation
(.01)
(.01)
Deduct: our share of unconsolidated joint venture lease termination fee income
—
—
Deduct: additional rent from ground lease tenant
—
—
Add: amortization of restricted stock and RSU compensation
.23
.25
Add: amortization and write-off of deferred financing costs
.04
.04
Add: amortization of lease incentives
.01
.01
Add: amortization of mortgage intangible assets
.01
.01
Add: our share of amortization of deferred financing costs of unconsolidated joint venture
—
—
Adjustments for non-controlling interests
—
—
Adjusted funds from operations per share of common stock (1)
$
1.91 $
1.99
(1) The weighted average number of diluted common shares used to compute FFO and AFFO applicable to common stock
includes unvested restricted shares that are excluded from the computation of diluted EPS.
40
The $969,000, or 2.5%, decrease in FFO is due primarily to:
•
a $1.5 million increase in real estate operating expenses,
•
a $683,000 increase in interest expense,
•
a $333,000 decrease in rental income, net, and
•
a $264,000 decrease in equity in earnings from our unconsolidated joint ventures due to the inclusion
and exclusion, in 2023, of rent income and depreciation expense, respectively, from the Manahawkin
Property which was sold in December 2023.
Offsetting the decrease is:
•
a $952,000 increase in other income,
•
a $434,000 decrease in general and administrative expenses,
•
a $283,000 decrease in state tax expense, and
•
$250,000 of lease termination fee income.
See “—Comparison of Years Ended December 31, 2024 and 2023” for further information regarding these
changes.
The $1.4 million, or 3.4%, decrease in AFFO is due primarily to the factors impacting FFO as described
immediately above, other than the (i) decrease in general and administrative expenses and (ii) lease termination
fee income.
See “—Comparison of Years Ended December 31, 2024 and 2023” for further information regarding these
changes.
Comparison of Years Ended December 31, 2023 and 2022
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.
41
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 2024, we obtained
approximately (i) $38.2 million of net proceeds from property sales (after giving effect to $19.9 million of
mortgage debt repayments) and (ii) $45.0 million of proceeds from mortgage financings (after giving effect to
$33.1 million of refinanced amounts). Our available liquidity at February 28, 2025 was approximately $110.1
million, including approximately $10.1 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
$100.0 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 $3.5 million of capital
expenditures) from the foregoing, as well as property financings, property sales and sales of our common stock.
The following table sets forth, as of December 31, 2024, information with respect to our mortgage debt that
is payable from January 2025 through December 31, 2027:
(Dollars in thousands)
2025
2026 2027
Total
Amortization payments
$ 11,084
$ 11,038 $ 9,999 $ 32,121
Principal due at maturity
22,458 (1) 18,461
38,525 79,444
Total
$ 33,542
$ 29,499 $ 48,524 $ 111,565
(1) Of such sum, $18,737 matures during the six months ending June 30, 2025. We anticipate that we will
extend $5,790 and payoff $12,947 of the principal payments that mature during the six months ending June 30,
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 2025 through 2027. 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, although we have done so
infrequently and primarily in the context of a tenant default at a property for which we have not found a
replacement tenant, if we believe we have negative equity in a property subject to a non-recourse mortgage loan,
we may convey such property to the mortgagee 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.
42
Material Contractual Obligations
The following sets forth our material contractual obligations as of December 31, 2024:
Payment due by period
Less than
More than
(Dollars in thousands)
1 Year
1 ‑ 3 Years 4 ‑ 5 Years
5 Years
Total
Mortgages payable—interest and amortization $ 29,663
$ 54,163
$ 42,511 $ 62,397 $ 188,734
Mortgages payable—balances due at maturity
22,458
56,986
109,541 159,172 348,157
Credit facility (1)
—
—
—
—
—
Purchase obligations (2)
4,367
8,738
8,805
235 22,145
Total
$ 56,488
$ 119,887
$ 160,857 $ 221,804 $ 559,036
(1) At December 31, 2024 and February 28, 2025, there was no balance outstanding on the credit facility. We
may borrow up to $100,000 pursuant to such facility, subject to compliance with borrowing base
requirements. At December 31, 2024 and February 28, 2025, after giving effect to such borrowing base
requirements, $100,000 was available to be borrowed. The facility expires December 31, 2026. See “—
Credit Facility”.
(2) Assumes that approximately $3,740 will be payable annually during the next five years pursuant to the
compensation and services agreement. Excludes (i) approximately $3,500 of capital expenditures to be
incurred in the ordinary course of business in connection with tenant improvements, (ii) amounts required to
acquire properties, (iii) the potential funding in 2025 for capital expenditures and operating cash flow
shortfalls at The Vue, which amount, if any, has not been definitively determined and (iv) subject to Board
approval, $193,000 of dividend payments anticipated to be paid through December 31, 2029 (assuming no
changes in the number of shares common stock outstanding and the dividend rate from December 31, 2024).
As of December 31, 2024, we had $425.0 million of mortgage debt outstanding, 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 $83.8 million due through 2027 will be paid primarily
from cash generated from our operations. We anticipate that principal balances due at maturity through 2027 of
$79.4 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.
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 $40.0 million and 40% of the borrowing base. See “—Liquidity and
Capital Resources”. The facility matures December 31, 2026 and bears interest equal to 30-day SOFR 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 275 basis points if
such ratio is greater than 60%. The applicable margin was 175 basis points for each of 2024 and 2023. 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. As of February
28, 2025, the rate on the facility was 6.06%.
The terms of our credit facility include certain restrictions and covenants which may limit, among other
things, the incurrence of liens, and which require compliance with financial ratios relating to, among other things,
the minimum amount of tangible net worth, the minimum amount of debt service coverage, the minimum amount
of fixed charge coverage, the maximum amount of debt to value, the minimum level of net income, certain
investment limitations and the minimum value of unencumbered properties and the number of such properties.
Net proceeds received from the sale, financing or refinancing of properties are generally required to be used to
repay amounts outstanding under our credit facility.
43
Inflation
We are exposed to inflation risk as income from long-term leases is the primary source of our cash flows
from operations. Approximately 72% 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 affects the 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.
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.
Although we qualify for federal taxation as a REIT, we are 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 current 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, maintenance of our REIT status,
projections of our REIT taxable income, net income, funds from operations and adjusted funds from operations.
44
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 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.
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 primarily 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 (which includes land, building
and building improvements) and identified intangible assets and liabilities (which include the value of above,
below and at-market leases, origination costs associated with in-place leases and above and below-market
mortgages assumed) based in each case on their relative fair values. The fair value of the tangible assets of an
acquired property 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 the relative fair values of
these assets. We assess the fair value of the lease intangibles and assumed mortgages 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 reasonably certain to be exercised by the tenant 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.
45
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.
Equity-Based Compensation
We grant shares of restricted stock and restricted stock units (“RSUs”) to eligible plan participants, subject
to the recipient’s continued service over a specified period and, with respect to the RSUs, the satisfaction of
specified conditions over a specified period. The RSUs vest based upon satisfaction of specified metrics with
respect to the (i) average of our annual total stockholder return (“TSR Awards”) and/or (ii) average annual return
of capital (“ROC Awards”), in each case as calculated pursuant to the applicable award agreement. We account
for the restricted stock awards and RSUs in accordance with ASC 718, Compensation - Stock Compensation,
which requires that such compensation be recognized in the financial statements based on its estimated grant date
fair value. The value of such awards is recognized as compensation expense in general and administrative
expenses in the accompanying consolidated statements of operations over the applicable service periods. Grant
date fair value is determined with respect to the (i) restricted stock awards, by the closing stock price on the date
of grant, (ii) TSR Awards, by using a Monte Carlo simulation relying upon various assumptions and (iii) ROC
Awards, by the closing stock price on the date of grant, subject to quarterly adjustment based upon
management’s projections as to the achievability of the specified metrics related to the ROC Awards (the “ROC
Metrics”). There is substantial subjectivity in management’s projections as to the achievability of the ROC
Metrics and changes in such projections will cause fluctuations in our results of operations. See Note 11 to our
consolidated financial statements.
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 substantially all 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, 2024, we had no liability in the event of the early termination of our swaps.
At December 31, 2024, we had eight interest rate swap agreements outstanding with an aggregate $13.9
million notional amount. 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, 2024, if there had been an increase
of 100 basis points in forward interest rates, the fair market value of the interest rate swaps and the net unrealized
gain on derivative instruments would have increased by $85,000. If there were a decrease of 100 basis points in
forward interest rates, the fair market value of the interest rate swaps and the net unrealized gain on derivative
instruments would have decreased by $86,000. These changes would not have any impact on our net income or
cash.
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, 2024:
For the Year Ended December 31,
Fair
Market
(Dollars in thousands)
2025
2026
2027
2028
2029
Thereafter
Total
Value
Fixed rate:
Long‑term debt
$ 33,542
$ 29,499
$ 48,524
$ 39,511
$ 86,670
$ 187,232
$ 424,978
$ 398,934
Weighted average interest rate
4.22 %
4.07 %
3.80 %
4.60 %
4.41 %
4.95 %
4.56 %
6.28 %
Variable rate:
Long‑term debt (1)(2)
$
—
$
—
$
—
$
—
$
—
$
—
$
—
$
—
(1) As of December 31, 2024, there was no balance outstanding on our credit facility. Our credit facility
matures on December 31, 2026 and bears interest equal to 30-day SOFR 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.”
(2) Excludes $7.3 million of variable rate mortgage debt.
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.
47
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 Chief Executive Officer and Chief Financial Officer have concluded
that our disclosure controls and procedures, as designed and implemented as of December 31, 2024, 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:
• pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions
and dispositions of the assets of a company;
• provide reasonable assurance that transactions are recorded as necessary to permit the 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
• provide reasonable assurance regarding the 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, 2024. 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, 2024, 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,
2024 that materially affected, or is reasonably likely to materially affect, our internal controls over financial
reporting.
Item 9B. Other Information.
None of our officers or directors had any contract, instruction, or written plan for the purchase or sale of our
securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule
10b5-1 trading arrangement” in effect at any time during the three months ended December 31, 2024.
On March 5, 2025, our board of directors adopted, subject to stockholder approval, our 2025 Incentive Plan
pursuant to which up to 750,000 shares of the Company’s common stock (and certain cash payments pursuant to
dividend equivalent rights) may be issued to our employees, officers, directors and certain others pursuant to
grants of, among other things, stock options, restricted stock, RSUs, performance share awards and any one or
more of the foregoing.
48
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not applicable.
PART III
Item 10. Directors, Executive Officers and Corporate Governance.
Apart from certain information concerning our executive officers which is set forth in Part I of this Annual
Report, additional information required by this Item 10 shall be included in our proxy statement for our 2025
annual meeting of stockholders, to be filed with the SEC not later than April 30, 2025, 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 2025 annual
meeting of stockholders, to be filed with the SEC not later than April 30, 2025, and is incorporated herein by
reference.
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 2025
annual meeting of stockholders, to be filed with the SEC not later than April 30, 2025 and is incorporated herein
by reference.
Equity Compensation Plan Information
The following table provides information as of December 31, 2024 about shares of our common stock that
may be issued upon the exercise of options, warrants and rights under our 2022 Incentive Plan (the “2022 Plan”).
Number of
securities
remaining available
Number of
for future issuance
securities
Weighted average
under equity
to be issued
exercise price
compensation
upon exercise
of outstanding
plans (excluding
of outstanding
options,
securities
options, warrants
warrants
reflected in
Plan Category
and rights(1)
and rights
column(a))(2)
(a)
(b)
(c)
Equity compensation plans approved by security holders
256,740
—
189,245
Equity compensation plans not approved by security holders
—
—
—
Total
256,740
—
189,245
(1) Includes up to 83,240 shares, 85,250 shares and 88,250 shares of common stock issuable pursuant to RSUs
that vest as of June 30, 2025, 2026 and 2027, respectively, if and to the extent specified performance (i.e.,
average annual return on capital) and/or market (i.e., average annual total stockholder return) conditions are
satisfied by such vesting dates. Excludes shares of restricted stock issued pursuant to the 2019 Incentive
Plan and the 2022 Incentive Plan as such shares, although subject to forfeiture, are outstanding. See Note 11
to our consolidated financial statements.
(2) Gives effect to outstanding restricted stock other than the 154,390 shares of restricted stock granted on
January 14, 2025 pursuant to the 2022 Plan.
49
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 2025 annual
meeting of stockholders, to be filed with the SEC not later than April 30, 2025 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 2025 annual
meeting of stockholders, to be filed with the SEC not later than April 30, 2025 and is incorporated herein by
reference.
50
PART IV
Item 15. Exhibits and Financial Statement Schedules.
(a) Documents filed as part of this Report:
(1) The following financial statements of the Company are included in this Annual Report on Form 10-K:
—Report of Independent Registered Public Accounting Firm (PCAOB ID 00042)
F-1 through F-2
—Statements:
Consolidated Balance Sheets
F-3
Consolidated Statements of Income
F-4
Consolidated Statements of Comprehensive Income
F-5
Consolidated Statements of Changes in Equity
F-6
Consolidated Statements of Cash Flows
F-7 through F-8
Notes to Consolidated Financial Statements
F-9 through F-36
(2) Financial Statement Schedules:
—Schedule III—Real Estate and Accumulated Depreciation
F-37 through F-40
All other schedules are omitted because they are not applicable or the required information is shown in the
consolidated financial statements or the notes thereto.
(b) Exhibits:
In reviewing the agreements included as exhibits to this Annual Report on Form10-K, please remember they
are included to provide you with information regarding their terms and are not intended to provide any other
factual or disclosure information about us or the other parties to the agreements. Certain agreements contain
representations and warranties by each of the parties to the applicable agreement. These representations and
warranties have been made solely for the benefit of the other parties to the applicable agreement and:
•
should not in all instances be treated as categorical statements of fact, but rather as a way of allocating
the risk to one of the parties if those statements prove to be inaccurate;
•
have been qualified by disclosures that were made to the other party in connection with the negotiation
of the applicable agreement, which disclosures are not necessarily reflected in the agreement;
•
may apply standards of materiality in a way that is different from what may be viewed as material to
you or other investors; and
•
were made only as of the date of the applicable agreement or such other date or dates as may be
specified in the agreement and are subject to more recent developments. Accordingly, these
representations and warranties may not describe the actual state of affairs as of the date they were made
or at any other time.
Exhibit
No. Title of Exhibit
1.1 Equity Distribution Agreement, dated September 21, 2023 by and between One Liberty Properties,
Inc. (“OLP”) and B. Riley FBR, Inc. (“Riley”) (incorporated by reference to Exhibit 1.1 to our
Current Report on Form 8-K filed on September 21, 2023).
3.1 Articles of Amendment and Restatement of OLP (incorporated by reference to Exhibit 3.1 to our
Annual Report on Form 10-K filed on March 12, 2021).
3.2 Amended and Restated By-Laws of OLP effective as of December 7, 2022 (incorporated by
reference to Exhibit 3.2 to our Current Report on Form 8-K filed on December 7, 2022).
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).
51
4.2* OLP Amended and Restated 2019 Incentive Plan (incorporated by reference to Exhibit 4.3 to our
Current Report on Form 8-K filed June 14, 2023).
4.3* OLP 2022 Incentive Plan (incorporated by reference to Exhibit 10.1 to our Current Report on Form
8-K filed June 9, 2022).
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 filed on
March 12, 2021).
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 OLP (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 filed on August 7, 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 on 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 filed on March 12, 2021).
10.5 Fourth Amendment to Loan Agreement dated as of November 8, 2022 (incorporated by reference to
Exhibit 10.1 our Current Report on Form 8-K filed on November 9, 2022).
10.6* Compensation and Services Agreement effective as of January 1, 2007 between OLP and Majestic
Property Management Corp. (incorporated by reference to Exhibit 10.1 to our Current Report on
Form 8-K filed on March 14, 2007).
10.7* First Amendment to Compensation and Services Agreement effective as of April 1, 2012 between
OLP and Majestic Property Management Corp. (incorporated by reference to Exhibit 10.1 to our
Quarterly Report on Form 10-Q filed on May 9, 2012).
10.8* 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
filed on March 16, 2020).
10.9* 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 filed on November
5, 2021).
10.10* Form of Performance Award Agreement for grants in 2022 pursuant to the 2022 Incentive Plan
(incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q filed on August 4,
2022).
10.11* Form of Restricted Stock Award Agreement for awards granted in 2023 pursuant to the 2022
Incentive Plan (incorporated by reference to Exhibit 10.16 to our Annual Report on Form 10-K filed
on March 14, 2023).
10.12* Form of Performance Award Agreement for grants in 2023 pursuant to the 2022 Incentive Plan
(incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q filed on August 4,
2023).
10.13* Form of Performance Award Agreement for grants in 2024 pursuant to the 2022 Incentive Plan
(incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q filed on August 7,
2024).
10.14* Form of Restricted Stock Award Agreement for awards granted in 2024 pursuant to the 2022
Incentive Plan (incorporated by reference to Exhibit 10.14 to our Annual Report on Form 10-K filed
on March 6, 2024).
10.15* Form of Restricted Stock Award Agreement for awards granted in 2025 pursuant to the 2022
Incentive Plan.
19.1 Insider Trading Policy dated as of December 12, 2024.
21.1 Subsidiaries of the Registrant
23.1 Consent of Ernst & Young LLP
52
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
97.1 Registrant’s Clawback Policy effective October 2, 2023 (incorporated by reference to Exhibit 97.1 to
our Annual Report on Form 10-K filed on March 6, 2024).
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, 2024 filed on March 6, 2025 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.
53
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 6, 2025
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
Chairman of the Board of Directors
March 6, 2025
/s/ FREDRIC H. GOULD
Fredric H. Gould
Vice Chairman of the Board of Directors
March 6, 2025
/s/ PATRICK J. CALLAN, JR.
Patrick J. Callan, Jr.
President, Chief Executive Officer and Director
(Principal Executive Officer)
March 6, 2025
__________________________
Charles Biederman
Director
March __, 2025
/s/ EDWARD GELLERT
Edward Gellert
Director
March 6, 2025
/s/ JEFFREY A. GOULD
Jeffrey A. Gould
Director
March 6, 2025
/s/ J. ROBERT LOVEJOY
J. Robert Lovejoy
Director
March 6, 2025
/s/ LEOR SIRI
Leor Siri
Director
March 6, 2025
/s/ KAREN A. TILL
Karen A. Till
Director
March 6, 2025
/s/ ISAAC KALISH
Senior Vice President and Chief Financial Officer
(Principal Financial Officer)
March 6, 2025
Isaac Kalish
/s/ MILI MATHEW
Vice President, Financial
(Principal Accounting Officer)
March 6, 2025
Mili Mathew
F-1
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, 2024 and 2023, 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, 2024, and the related notes and financial statement schedule listed in the Index at Item 15(a) (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, 2024 and 2023, and the
results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, 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, 2024, the Company’s real estate investments totaled approximately $672
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-2
the property’s use and eventual disposition. In particular, management’s assumptions and
estimates included projected rental rates and property capitalization rates, which were
sensitive to expectations about future operating income, trends and prospects, leasing 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 6, 2025
F-3
ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Amounts in Thousands, Except Par Value)
December 31,
2024
2023
ASSETS
Real estate investments, at cost
Land
$ 165,708 $ 172,309
Buildings and improvements
695,044
692,346
Total real estate investments, at cost
860,752
864,655
Less accumulated depreciation
188,447
182,705
Real estate investments, net
672,305
681,950
Investment in unconsolidated joint ventures
2,101
2,051
Cash and cash equivalents
42,315
26,430
Unbilled rent receivable
16,988
16,661
Unamortized intangible lease assets, net
13,649
14,681
Escrow, deposits and other assets and receivables
19,596
19,833
Total assets(1)
$ 766,954 $ 761,606
LIABILITIES AND EQUITY
Liabilities:
Mortgages payable, net (see Note 8)
$ 420,555 $ 418,347
Line of credit
—
—
Dividends payable
10,049
9,916
Accrued expenses and other liabilities
16,023
15,502
Unamortized intangible lease liabilities, net
11,752
10,096
Total liabilities(1)
458,379
453,861
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;
20,698 and 20,323 shares issued and outstanding
20,698
20,323
Paid-in capital
335,539
326,379
Accumulated other comprehensive income
208
844
Distributions in excess of net income
(49,020)
(40,843)
Total One Liberty Properties, Inc. stockholders’ equity
307,425
306,703
Non-controlling interests in consolidated joint ventures(1)
1,150
1,042
Total equity
308,575
307,745
Total liabilities and equity
$ 766,954 $ 761,606
(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: $9,198 and $9,917 of land, $15,599 and $17,475 of building and improvements, net of $6,516
and $6,380 of accumulated depreciation, $2,767 and $3,158 of other assets included in other line items, $13,295
and $16,660 of real estate debt, net, $966 and $1,130 of other liabilities included in other line items, and $1,150
and $1,042 of non-controlling interests as of December 31, 2024 and 2023, respectively.
See accompanying notes.
F-4
ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Amounts in Thousands, Except Per Share Data)
Year Ended December 31,
2024
2023
2022
Revenues:
Rental income, net
$ 90,313 $ 90,646 $ 92,191
Lease termination fees
250
—
25
Total revenues
90,563
90,646
92,216
Operating expenses:
Depreciation and amortization
24,291
24,789
23,781
Real estate expenses (see Note 10 for related party information)
17,904
16,444
15,508
General and administrative (see Note 10 for related party information)
15,388
15,822
15,258
Impairment loss
1,086
—
—
State taxes
1
284
285
Total operating expenses
58,670
57,339
54,832
Other operating income
Gain on sale of real estate, net
18,007
17,008
16,762
Operating income
49,900
50,315
54,146
Other income and expenses:
Equity in earnings (loss) of unconsolidated joint ventures
143
(904)
400
Equity in loss from sale of unconsolidated joint venture property
—
(108)
—
Income on settlement of litigation
—
—
5,388
Other income
1,186
234
1,003
Interest:
Expense
(19,463)
(18,780)
(17,569)
Amortization and write-off of deferred financing costs
(968)
(839)
(1,115)
Net income
30,798
29,918
42,253
Net income attributable to non-controlling interests
(381)
(304)
(76)
Net income attributable to One Liberty Properties, Inc.
$ 30,417 $ 29,614 $ 42,177
Weighted average number of common shares outstanding:
Basic
20,600
20,499
20,360
Diluted
20,722
20,556
20,453
Per common share attributable to common stockholders:
Basic
$
1.41 $
1.38 $
2.00
Diluted
$
1.40 $
1.38 $
1.99
See accompanying notes.
F-5
ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Amounts in Thousands)
Year Ended December 31,
2024
2023
2022
Net income
$
30,798
$
29,918
$
42,253
Other comprehensive income
Net unrealized (loss) gain on derivative instruments
(636)
(967)
3,325
Comprehensive income
30,162
28,951
45,578
Net income attributable to non-controlling interests
(381)
(304)
(76)
Adjustment for derivative instruments attributable to non-controlling
interests
—
1
(2)
Comprehensive income attributable to One Liberty Properties, Inc. $
29,781
$
28,648
$
45,500
See accompanying notes.
F-6
ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
FOR THE THREE YEARS ENDED DECEMBER 31, 2024
(Amounts in Thousands, Except Per Share Data)
Non-
Controlling
Accumulated Accumulated
Interests in
Other
Distributions Consolidated
Common
Paid-in
Comprehensive in Excess of
Joint
Stock
Capital
Income (Loss) Net Income
Ventures
Total
Balances, December 31, 2021
$ 20,239 $ 322,793 $
(1,513) $
(36,187) $
946 $ 306,278
Cash Distributions — common stock ($1.80 per share)
—
—
—
(38,092)
— (38,092)
Repurchases of common stock, net
(208)
(5,032)
—
—
—
(5,240)
Shares issued through dividend reinvestment plan
102
2,293
—
—
—
2,395
Shares issued through equity offering program, net
17
546
—
—
—
563
Restricted stock and RSU vesting
212
(212)
—
—
—
—
Compensation expense — restricted stock and RSUs
—
5,507
—
—
—
5,507
Distributions to non-controlling interests
—
—
—
—
(52)
(52)
Net income
—
—
—
42,177
76
42,253
Other comprehensive income
—
—
3,323
—
2
3,325
Balances, December 31, 2022
20,362 325,895
1,810
(32,102)
972
316,937
Cash Distributions — common stock ($1.80 per share)
—
—
—
(38,355)
— (38,355)
Repurchases of common stock, net
(499)
(9,139)
—
—
—
(9,638)
Shares issued through dividend reinvestment plan
233
4,483
—
—
—
4,716
Restricted stock and RSU vesting
227
(227)
—
—
—
—
Compensation expense — restricted stock and RSUs
—
5,367
—
—
—
5,367
Distributions to non-controlling interests
—
—
—
—
(233)
(233)
Net income
—
—
—
29,614
304
29,918
Other comprehensive loss
—
—
(966)
—
(1)
(967)
Balances, December 31, 2023
20,323 326,379
844
(40,843)
1,042
307,745
Cash Distributions — common stock ($1.80 per share)
—
—
—
(38,594)
— (38,594)
Shares issued through dividend reinvestment plan
161
3,371
—
—
—
3,532
Shares issued through equity offering program, net
38
1,003
—
—
—
1,041
Restricted stock and RSU vesting
176
(176)
—
—
—
—
Compensation expense — restricted stock and RSUs
—
4,962
—
—
—
4,962
Contributions from non-controlling interest
—
—
—
—
43
43
Distributions to non-controlling interests
—
—
—
—
(316)
(316)
Net income
—
—
—
30,417
381
30,798
Other comprehensive loss
—
—
(636)
—
—
(636)
Balances, December 31, 2024
$ 20,698 $ 335,539 $
208 $
(49,020) $
1,150 $ 308,575
See accompanying notes.
F-7
ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in Thousands)
Year Ended December 31,
2024
2023
2022
Cash flows from operating activities:
Net income
$ 30,798
$
29,918
$ 42,253
Adjustments to reconcile net income to net cash provided by operating activities:
Gain on sale of real estate, net
(18,007)
(17,008)
(16,762)
Impairment loss
1,086
—
—
Increase in net amortization of unbilled rental income
(1,585)
(1,898)
(2,409)
Write-off of unbilled rent receivable
50
133
—
Amortization and write-off of intangibles relating to leases, net
(1,210)
(952)
(831)
Amortization of restricted stock and RSU compensation expense
4,962
5,367
5,507
Equity in (earnings) loss of unconsolidated joint ventures
(143)
904
(400)
Equity in loss from sale of unconsolidated joint venture property
—
108
—
Distributions of earnings from unconsolidated joint ventures
93
194
172
Depreciation and amortization
24,291
24,789
23,781
Amortization and write-off of deferred financing costs
968
839
1,115
Payment of leasing commissions
(632)
(755)
(2,561)
(Increase) decrease in escrow, deposits, other assets and receivables
(944)
3,818
(6,856)
(Decrease) increase in accrued expenses and other liabilities
(668)
596
1,188
Net cash provided by operating activities
39,059
46,053
44,197
Cash flows from investing activities:
Purchase of real estate
(44,877)
(9,229)
(51,217)
Improvements to real estate
(3,719)
(4,866)
(4,574)
Investments in ground leased property
(100)
(932)
(697)
Net proceeds from sale of real estate
58,401
40,839
30,253
Insurance recovery proceeds due to casualty loss
—
—
918
Distributions of capital from unconsolidated joint venture
—
7,143
—
Net cash provided by (used in) investing activities
9,705
32,955
(25,317)
Cash flows from financing activities:
Proceeds from mortgage financings
78,138
36,450
70,690
Repayments of mortgages payable
(63,757)
(14,935)
(54,585)
Scheduled amortization payments of mortgages payable
(11,968)
(12,405)
(12,624)
Proceeds from bank line of credit
—
40,900
53,300
Repayments on bank line of credit
—
(62,700)
(43,200)
Issuance of shares through dividend reinvestment plan
3,532
4,716
2,395
Repurchases of common stock, net
—
(9,638)
(5,240)
Proceeds from sale of common stock, net
1,041
—
563
Payment of financing costs
(1,127)
(716)
(1,669)
Capital contribution from non-controlling interest
43
—
—
Distributions to non-controlling interests
(316)
(233)
(52)
Cash distributions to common stockholders
(38,461)
(38,132)
(37,847)
Net cash used in financing activities
(32,875)
(56,693)
(28,269)
Net increase (decrease) in cash, cash equivalents and restricted cash
15,889
22,315
(9,389)
Cash, cash equivalents and restricted cash at beginning of year
29,592
7,277
16,666
Cash, cash equivalents and restricted cash at end of year
$ 45,481
$
29,592
$
7,277
(continued on next page)
F-8
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:
Year Ended December 31,
2024
2023
2022
Cash paid for interest expense
$ 19,356
$ 18,798
$ 17,475
Supplemental disclosure of non-cash investing activities:
Purchase accounting allocation - intangible lease assets
$
3,726
$
871
$
4,322
Purchase accounting allocation - mortgage intangible assets
—
260
670
Purchase accounting allocation - intangible lease liabilities
(3,561)
(237)
(2,006)
Assumption of mortgages payable upon acquisition of properties
—
4,280
6,034
Lease liabilities adjustment from the reassessment of right of use assets
—
3,366
—
Loan receivable in connection with sale of a property
—
1,816
—
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:
December 31,
2024
2023
Cash and cash equivalents
$ 42,315
$ 26,430
Restricted cash included in escrow, deposits and other assets and receivables
3,166
3,162
Total cash, cash equivalents and restricted cash shown in the consolidated statements of cash flows $ 45,481
$ 29,592
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 or
when the related reserve conditions are satisfied.
See accompanying notes.
ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2024
F-9
NOTE 1 — ORGANIZATION AND BACKGROUND
One Liberty Properties, Inc. (“OLP”) was incorporated in 1982 in Maryland. OLP is a self-administered and
self-managed real estate investment trust (“REIT”). OLP acquires, owns and manages a geographically
diversified portfolio consisting primarily of industrial and, to a lesser extent, retail properties, many of which are
subject to long-term net leases. As of December 31, 2024, OLP owns 102 properties, including two properties
owned by consolidated joint ventures and two properties owned by unconsolidated joint ventures. The 102
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.
Revenue Recognition
Rental income includes the base rent that each tenant is required to pay in accordance with the terms of its
lease reported over the non-cancelable term of the lease on a straight-line basis, 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 a specific tenant
is collectable. Any change to the collectability of lease payments or unbilled rent receivables is 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. Some leases provide for an incentive for the
lessee to sign a lease, such as a leasehold improvement allowance in which the Company reimburses the tenant
for the construction of lessee assets. Such lease incentives are capitalized at lease commencement and recognized
on a straight-line basis over the lease term as a reduction to rental income. 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 rental income when the operating performance is achieved and the rent is received.
ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2024
F-10
NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
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 contractual share of real estate taxes and operating
expenses to the Company. The revenue and expenses associated with properties at which the Company is the
primary obligor are generally recorded on a gross basis. During 2024, 2023 and 2022, the Company recorded
reimbursements of expenses of $14,793,000, $13,636,000 and $12,548,000, 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 the 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 (e.g., the value of above, below and at-
market leases, origination costs associated with in-place leases and above or below-market mortgages assumed at
the acquisition date). The value, as determined, is allocated to the gross assets acquired based on management’s
determination of the relative fair values of these assets and liabilities.
The Company assesses the fair value of the gross assets acquired based on available market information
which utilize estimated cash flow projections; such inputs are categorized as Level 3 inputs in the fair value
hierarchy. In determining fair value, factors considered by management include an evaluation of current market
demand, market capitalization rates and discount rates, estimates of carrying costs (e.g., real estate taxes,
insurance and other operating expenses), and lost rental revenue during the expected lease-up periods.
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 acquisition. 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 acquisition. The values of above-market leases are
amortized as a reduction to rental income over the terms of the respective non-cancellable lease periods. The
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 term 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 such time. The estimated remaining useful lives of intangibles assets or liabilities range from approximately
one to 28 years.
ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2024
F-11
NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
The values of assumed mortgages are recorded based on the present values (using discount rates which
reflect the risks associated with the mortgage assumed) of the difference between the contractual amounts to be
paid at the stated interest rates and management’s estimate of market interest rates for similar debt, at the time of
the acquisition, measured over the term of such debt. The values of above or below-market mortgages are
amortized as a decrease or increase, respectively, to interest expense over the term of the respective debt. The
estimated remaining useful lives of intangible mortgage assets range from approximately four to five 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 environment of the area in which the asset is located and 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 is recorded to the extent that the estimated fair value is less than the asset’s carrying
amount. The estimated fair value is determined using a discounted cash flow model of the expected future cash
flows through the useful life of the property. The analysis includes an estimate of the future cash flows that are
expected to result from the real estate investment’s use and eventual disposition. These cash flows consider
factors such as expected future operating income, trends and prospects, the effects of leasing demand,
competition and other factors. Real estate assets that are 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. In June 2024, the Company recorded
a $1,086,000 impairment charge at its former Hamilton, Ohio property in connection with its sale (see Note 5).
No such impairment charges were recognized against the Company’s real estate portfolio during the years ended
December 31, 2023 and 2022.
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.
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
ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2024
F-12
NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
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, 2024, 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.
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.
ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2024
F-13
NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
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 a 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.
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. 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 and the performance assumptions are re-evaluated quarterly. 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.
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.
ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2024
F-14
NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Cash and Cash Equivalents
All highly liquid investments with original maturities of three months or less when purchased are considered
to be cash equivalents.
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. Only properties in one state, South Carolina, contributed
more than 10% to the Company’s total revenues (i.e., 11.6% in 2024 and 10.3% in 2023). No real estate
investments in any one state contributed more than 10% to the Company’s total revenues in 2022.
No tenant contributed over 10% to the Company’s total revenues in any of the past three years.
Escrows
Real estate taxes and other escrows aggregating $3,166,000 and $3,162,000 at December 31, 2024 and 2023,
respectively, are included in Escrow, deposits and other assets and receivables.
Segment Reporting
On January 1, 2024, the Company adopted the FASB ASU No. 2023–07, Segment Reporting –
Improvements to Reportable Segments Disclosures, as amended, which enhances disclosures of significant
segment expenses regularly provided to the chief operating decision maker.
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.
The Company’s Chief Operating Decision Makers (“CODMs”) are its Chief Executive Officer and Chief
Operating Officer. As the Company operates in one reportable segment, the CODMs are provided the
consolidated income statement (detailing total revenues, total operating expenses, operating income and net
income). This financial report assists the CODMs in assessing the Company’s financial performance and in
allocating resources appropriately.
New Accounting Pronouncement
In November 2024, the FASB issued ASU No. 2024–03, Income Statement – Reporting Comprehensive
Income – Expense Disaggregation Disclosures (Subtopic 220–40): Disaggregation of Income Statement
Expenses, which requires disaggregated disclosure of income statement expenses into specified categories within
the footnotes to the financial statements. ASU No. 2024–03 is applicable for fiscal years beginning after
December 15, 2026. The Company is in the process of evaluating the new guidance to determine the extent to
which it will impact the Company’s consolidated financial statements.
ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2024
F-15
NOTE 3 — LEASES
Lessor Accounting
The Company owns rental properties which are leased to tenants under operating leases with current
expirations ranging from 2025 to 2046, 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 its respective lease, and any lease incentives paid or payable to the lessee, reported on a straight-line basis over
the non-cancelable term of the lease. Variable lease revenues typically 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 and (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):
Year Ended December 31,
2024
2023
2022
Fixed lease revenues
$
74,193
$
75,935
$
74,101
Variable lease revenues
14,910
13,759
17,259 (a)
Lease revenues (b)
$
89,103
$
89,694
$
91,360
(a) Includes, for 2022, $4,626 of additional rent accrued from a ground lease tenant – see Note 6.
(b) Excludes $1,210, $952 and $831 of amortization related to lease intangible assets and liabilities for 2024,
2023 and 2022, 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 the Company’s 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. As of December 31, 2024, the Company has assessed the
collectability of all recorded lease revenues as probable.
Lease termination fee
In March 2024, a consolidated joint venture in Lakewood, Colorado, in which the Company holds a 90%
interest, recognized a lease termination fee of $250,000 from a tenant due to the early termination of its lease in
connection with the sale of the related restaurant parcel (see Note 5).
ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2024
F-16
NOTE 3 — LEASES (CONTINUED)
Minimum Future Rents
As of December 31, 2024, 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 lease intangibles or incentives and (ii) variable lease payments as
described above.
For the year ending December 31,
2025
$
72,245
2026
69,316
2027
60,088
2028
48,368
2029
37,303
Thereafter
100,037
Total
$
387,357
Lease Incentives
At December 31, 2024 and 2023, the Company’s unamortized lease incentives aggregating $975,000 and
$1,095,000, respectively, are recorded in Escrow, deposits and other assets and receivables on the consolidated
balance sheets. During 2024 and 2023, the Company amortized $119,000 and $121,000, respectively, of such
incentives as a reduction to rental income. During 2023, the Company wrote-off $84,000 of a tenant’s
unamortized lease incentive balance as the related property was sold during such year, which reduced the gain on
sale reported on the consolidated statement of income. The lease incentives will be amortized against rental
income over the terms of the leases during the next eight years.
Straight-Line Rent
At December 31, 2024 and 2023, the Company’s unbilled rent receivables aggregating $16,988,000 and
$16,661,000, 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 17 years.
During 2024, 2023 and 2022, the Company wrote-off $1,045,000, $1,048,000 and $519,000, 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, 2024 and 2023, the Company’s unearned rental income aggregating $416,000 and
$579,000, respectively, represent rent reported on a straight-line basis less than rental payments required under
the respective leases. Such amounts are recorded in Accrued expenses and other liabilities on the consolidated
balance sheets. The unearned rental income is to be recognized into revenue over the term of the lease during the
next 17 years.
During 2023, the Company wrote-off $43,000 of a tenant’s unearned rental income as the related property
was sold during such year, which increased the gain on sale reported on the consolidated statement of income.
No such amounts were written off during 2024 or 2022.
On a quarterly basis, the Company assesses the collectability of straight-line rent balances by reviewing the
tenant’s payment history and financial condition. The Company has assessed the collectability of all straight-line
rent balances as probable as of December 31, 2024. During 2024 and 2023, the Company wrote-off, as a
reduction to rental income, net, $50,000 and $133,000, respectively, of unbilled rent receivables due from two
tenants as they filed for Chapter 11 bankruptcy protection.
ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2024
F-17
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, 2030 and provides for up to three, five-year renewal options
and one seven-month renewal option. At December 31, 2024 and 2023, the Company recorded a liability of
$2,511,000 and $2,827,000, respectively, for the obligation to make payments under the lease and an asset of
$1,953,000 and $2,246,000, respectively, for the right to use the underlying asset during the lease term. The
liability is included in Accrued expenses and other liabilities and the asset is included in Escrow, deposits and
other assets and receivables on the consolidated balance sheets. As of December 31, 2024, the remaining lease
term is approximately five years. The Company applied a discount rate of 6.91%, 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, 2024, 2023 and 2022, the Company recognized $489,000, $544,000 and $599,000, respectively, of
lease expense related to this ground lease which is included in Real estate expenses on the consolidated
statements of income.
Office Lease
The Company is a lessee under a corporate office lease in Great Neck, New York, which is classified as an
operating lease. The lease expires on December 31, 2031 and provides a five-year renewal option. At December
31, 2024 and 2023, the Company recorded a liability of $511,000 and $536,000, respectively, for the obligation
to make payments under the lease and an asset of $473,000 and $505,000, respectively, for the right to use the
underlying asset during the lease term. The liability is included in Accrued expenses and other liabilities and the
asset is included in Escrow, deposits and other assets and receivables on the consolidated balance sheets. 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, 2024,
the remaining lease term, including the renewal option deemed exercised, is 12 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 each of the years ended December 31, 2024, 2023 and 2022, the Company
recognized $56,000 of lease expense related to this office lease which is included in General and administrative
expenses on the consolidated statements of income.
Minimum Future Lease Payments
As of December 31, 2024, the minimum future lease payments related to the operating ground and office
leases are as follows (amounts in thousands):
For the year ending December 31,
2025
$
626
2026
627
2027
629
2028
630
2029
692
Thereafter
537
Total undiscounted cash flows
$
3,741
Present value discount
(719)
Lease liability
$
3,022
ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2024
F-18
NOTE 4 — REAL ESTATE INVESTMENTS
Acquisitions
The following tables detail the Company’s real estate asset acquisitions and purchase price allocations
during 2024 and 2023 (amounts in thousands):
Contract
Capitalized
Purchase
Transaction
Description of Industrial Property
Date Acquired
Price
Terms of Payment
Costs
Quality Custom Distribution Services, Inc.
Albuquerque, New Mexico
April 24, 2024 $ 6,450
All cash (a)
$
55
Russell Equipment, Inc.
Savannah, Georgia
May 23, 2024
5,240
All cash (b)
53
Multi-tenant
Council Bluffs, Iowa
August 19, 2024
33,000
Cash and $18,425 mortgage (c)
79
Totals for 2024
$ 44,690
$
187
Multi-tenant
Blythewood, South Carolina
July 13, 2023
$ 13,400
Cash and $4,280 mortgage (d)
$
109
Totals for 2023
$ 13,400
$
109
(a) Subsequent to the acquisition of this property, the Company obtained new mortgage debt of $3,401 bearing an interest
rate of 6.00% and maturing in 2032.
(b) Subsequent to the acquisition of this property, the Company obtained new mortgage debt of $2,812 bearing an interest
rate of 6.00% and maturing in 2035.
(c) Simultaneously with the acquisition of this property, the Company obtained new mortgage debt of $18,425 bearing an
interest rate of 6.08% and maturing in 2034.
(d) Simultaneously with the acquisition of this property, the Company assumed a mortgage of $4,280 bearing an interest rate
of 4.60% and maturing in 2029.
Building &
Intangible Lease
Mortgage
Description of Industrial Property
Land
Improvements Asset (a) Liability (b) Intangible (c)
Total
Quality Custom Distribution Services, Inc.
Albuquerque, New Mexico
$ 1,341
$
6,330 $
689 $
(1,855) $
— $
6,505
Russell Equipment, Inc.
Savannah, Georgia
1,044
3,724
525
—
—
5,293
Multi-tenant
Council Bluffs, Iowa
3,811
28,462
2,512
(1,706)
—
33,079
Totals for 2024
$ 6,196
$
38,516 $
3,726 $
(3,561) $
— $
44,877
Multi-tenant
Blythewood, South Carolina
$
311
$
12,304 $
871 $
(237) $
260 $
13,509
Totals for 2023
$
311
$
12,304 $
871 $
(237) $
260 $
13,509
(a) With respect to the intangible lease assets, the weighted average amortization period for the 2024 and 2023 acquisitions
is 5.4 years and 1.1 years, respectively.
(b) With respect to the intangible lease liabilities, the weighted average amortization period for the 2024 and 2023
acquisitions is 8.7 years and 1.1 years, respectively.
(c) With respect to the mortgage intangible asset, the weighted average amortization period for the 2023 acquisition is 5.4
years.
ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2024
F-19
NOTE 4 — REAL ESTATE INVESTMENTS (CONTINUED)
The following table details the market capitalization and discount rates associated with the assessment of the
fair value of the related lease and mortgage intangibles for the Company’s acquisitions of real estate:
Discount Rate (a)
Year
Market Cap
Lease
Mortgage
Acquired
Description of Industrial Property
Rate (a)
Intangible
Intangible
2024
Quality Custom Distribution Services, Inc.
Albuquerque, New Mexico
6.75%
7.14%
—
2024
Russell Equipment, Inc.
Savannah, Georgia
7.00%
7.15%
—
2024
Multi-tenant
Council Bluffs, Iowa
6.60%
7.41%
—
2023
Multi-tenant
Blythewood, South Carolina
6.75%
6.75%
6.00%
(a) The fair value of the tangible and intangible leases and mortgages were assessed as of the acquisition date using an
income approach and estimated cash flow projections which utilize an appropriate market capitalization rate and
discount rate which are categorized as Level 3 unobservable inputs in the fair value hierarchy (as defined in Note 2).
The following table details the accumulated amortization of acquired intangibles during the periods indicated
(amounts in thousands):
December 31, 2024
December 31, 2023
Intangible
Intangible
Lease
Assets
Mortgage
Asset
Lease
Liabilities
Lease
Assets
Mortgage
Asset
Lease
Liabilities
Accumulated amortization
$ 17,090 $
263 $
2,787
$ 19,377 $
126 $
5,191
The following table details the amortization of acquired intangibles and the classification in the Company’s
consolidated statements of income for the periods indicated (amounts in thousands):
Year Ended December 31,
2024
2023
2022
Classification
Intangible lease assets/liabilities
$
1,210
$
952
$
831
Rental income, net
Tenant origination costs
3,980
4,821
4,722
Depreciation and amortization
Intangible mortgage assets
137
114
12
Interest expense
As of December 31, 2024, the future amortization of the Company’s acquired intangibles are as follows
(amounts in thousands):
For the year ending December 31,
Intangible
Lease
Assets (a)
Tenant
Origination
Costs (b)
Intangible
Mortgage
Assets (c)
Intangible
Lease
Liabilities (d)
2025
$
91 $
3,352
$
137
$
1,033
2026
55
3,158
137
1,013
2027
5
2,490
137
1,065
2028
2
1,537
137
976
2029
2
1,039
111
859
Thereafter
5
1,913
8
6,806
Total
$
160 $
13,489
$
667
$
11,752
(a) The result of acquired above-market leases and will be deducted from rental income through 2032.
(b) The result of acquired in-place leases and will be charged to Depreciation and amortization expense through 2034.
(c) The result of acquired below-market mortgages and will be charged to interest expense through 2030.
(d) The result of acquired below-market leases and will be added to rental income through 2052.
ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2024
F-20
NOTE 4 — REAL ESTATE INVESTMENTS (CONTINUED)
Acquisitions Subsequent to December 31, 2024
On January 16, 2025, the Company acquired two industrial properties located in Theodore, Alabama, and
leased by four tenants, for $49,000,000. In connection with these acquisitions, the Company obtained
$29,000,000 of mortgage debt on these properties bearing an interest rate of 6.12% and maturing in 2035.
On February 6, 2025, the Company acquired an industrial property located in Wichita, Kansas, and leased by
one tenant, for $13,300,000. In connection with this acquisition, the Company obtained $7,500,000 of mortgage
debt on this property bearing an interest rate of 6.09% and maturing in 2030.
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 interests and
the related ground lease payments are amortized over the initial lease term of the leasehold position. During
2024, 2023 and 2022, the Company recorded depreciation expense (including amortization of a leasehold
position, lease origination costs, and capitalized leasing commissions) of $24,291,000, $24,789,000 and
$23,781,000, respectively.
ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2024
F-21
NOTE 5 — SALES OF PROPERTIES AND IMPAIRMENT LOSS
The following tables detail the Company’s sales of real estate during 2024, 2023 and 2022 (amounts in
thousands):
Gross
Gain on Sale of
Description of Property
City, State
Date Sold
Sales Price
Real Estate, Net
Hacienda Colorado restaurant parcel (a)
Lakewood, Colorado
March 6, 2024
$
2,900 (a) $
1,784 (a)
Applebee's restaurant property
Kennesaw, Georgia
May 6, 2024
2,834
964
FedEx industrial property
Miamisburg, Ohio
May 9, 2024
2,793
1,507
Havertys retail property
Wichita, Kansas
June 6, 2024
6,600
1,884
Urban Outfitters retail property
Lawrence, Kansas
June 7, 2024
1,300
43
Walgreens retail property (b)
Cape Girardeau, Missouri
June 10, 2024
2,793
978 (b)
Vacant retail property
Kennesaw, Georgia
June 28, 2024
6,700
2,072
Vacant health and fitness property
Hamilton, Ohio
August 15, 2024
4,350
17 (c)
Vacant industrial property
Wauconda, Illinois
August 29, 2024
4,425
1,177
Hobby Lobby retail property
Woodbury, Minnesota
September 16, 2024
4,750
921
Advance Auto Parts retail property
Hilliard, Ohio
December 10, 2024
1,565
224
LA Fitness health and fitness property
Secaucus, New Jersey
December 27, 2024
21,428
6,436
Totals for 2024 $
62,438 (d) $
18,007 (e)
Gross
Gain on Sale of
Description of Property
City, State
Date Sold
Sales Price
Real Estate, Net
TGI Fridays restaurant property
Hauppauge, New York
February 28, 2023
$
4,200
$
1,534
Havertys retail property
Duluth, Georgia
May 31, 2023
6,000
3,180
TGI Fridays restaurant property
Greensboro, North Carolina
September 20, 2023
3,250
332
Land (f)
Lakewood, Colorado
November 14, 2023
3,333 (f)
2,177 (f)
Chuck E Cheese restaurant property
Indianapolis, Indiana
November 15, 2023
2,200
226
TGI Fridays restaurant property
Richmond, Virginia
November 17, 2023
3,200
265
Applebee's restaurants (2 properties)
Cartersville & Carrollton, Georgia
December 5, 2023
7,300
2,581
Applebee's restaurant property
Lawrenceville, Georgia
December 7, 2023
2,903 (g)
989
Havertys retail property
Virginia Beach, Virginia
December 15, 2023
5,500
1,727
Barnes & Noble retail property
Fort Myers, Florida
December 21, 2023
7,300
3,997
Totals for 2023 $
45,186
$
17,008 (h)
Gross
Gain on Sale of
Description of Property
City, State
Date Sold
Sales Price
Real Estate, Net
Wendy's restaurants (4 properties)
Various cities, Pennsylvania
March 22, 2022
$
10,000
$
4,649
Orlando Baking industrial property
Columbus, Ohio
May 2, 2022
8,500
6,925
Havertys retail property
Fayetteville, Georgia
June 17, 2022
4,800 (i)
1,125
Vacant retail property
Columbus, Ohio
August 8, 2022
8,300
4,063
Totals for 2022 $
31,600
$
16,762 (j)
(a) A consolidated joint venture, in which the Company holds a 90% interest, sold a restaurant parcel which was part of a
multi-tenant shopping center. In connection with the sale of this parcel, the joint venture paid down $1,885 of the
mortgage on this property. The non-controlling interest’s share of the gain was $178.
(b) This property was owned by a consolidated joint venture in which the Company held a 95% interest. The non-controlling
interest’s share of the gain was $105.
(c) See discussion below regarding a $1,086 impairment loss recognized at this property in connection with the sale.
(d) In connection with these sales, the Company paid off mortgages in an aggregate of $18,184.
(e) As a result of these sales, the Company wrote-off, as a reduction to Gain on sale of real estate, net, an aggregate of
$1,045 of unbilled rent receivables, $108 of other assets and receivables and $83 of net unamortized intangible lease
assets and liabilities.
(f) A consolidated joint venture, in which the Company holds a 90% interest, sold a land parcel which was part of a multi-
tenant shopping center. In connection with the sale of this parcel, the joint venture paid down $1,116 of the mortgage on
this property. The non-controlling interest’s share of the gain was $218.
(g) In connection with this sale, the Company provided seller-financing of $1,816, interest-only, which is included in
Escrow, deposits and other assets and receivables on the consolidated balance sheets at December 31, 2024 and 2023. In
December 2024, the loan receivable agreement was amended to extend the maturity from December 31, 2024 to July 1,
2025 and the interest rate increased from 8% to 10%.
ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2024
F-22
NOTE 5 — SALES OF PROPERTIES AND IMPAIRMENT LOSS (CONTINUED)
(h) As a result of these sales, the Company wrote-off, as a reduction to Gain on sale of real estate, net, an aggregate of
$1,005 of unbilled/unearned rent, $982 of net unamortized intangible lease assets and liabilities and $223 of other assets
and receivables.
(i) In connection with this sale, the Company paid off the $1,563 mortgage on this property.
(j) As a result of these sales, the Company wrote-off, as a reduction to Gain on sale of real estate, net, an aggregate of $519
of unbilled rent receivables and $4 of net unamortized intangible lease liabilities and assets.
Impairment Loss
The Company recognized a $1,086,000 impairment loss on the consolidated statement of income for the year
ended December 31, 2024 as it re-measured the net book value of a former property located in Hamilton, Ohio to
its fair value. The Company determined fair value based on an executed contract of sale for the property which
was determined to be a Level 3 unobservable input in the fair value hierarchy (as discussed in Note 2). This
property was subsequently sold in August 2024.
Sale subsequent to December 31, 2024
On December 5, 2024, the Company entered into a contract to sell a restaurant property in Concord, North
Carolina for $3,253,000. The buyer’s right to terminate the contract expired on January 6, 2025 and the property
was sold on January 21, 2025. As a result of this transaction, the Company anticipates recognizing a gain on sale
of real estate, net, of approximately $1,100,000 on its consolidated statement of income during the three months
ending March 31, 2025.
NOTE 6 — VARIABLE INTEREST ENTITIES, CONTINGENT LIABILITY AND CONSOLIDATED
JOINT VENTURES
Variable Interest Entity—Ground Lease
The Company determined it has a variable interest through its ground lease at its Beachwood, Ohio property
(The Vue Apartments) and the owner/operator is a VIE because its equity investment at risk is insufficient to
finance its activities without additional subordinated financial support. The Company further determined that it is
not the primary beneficiary of this VIE because the Company does not have power over the activities that most
significantly impact the owner/operator’s economic performance and therefore, does not consolidate this VIE for
financial statement purposes. Accordingly, the Company accounts for this investment as land and the revenues
from the ground lease as Rental income, net. The ground lease provides for rent which can be deferred and paid
based on the operating performance of the property; therefore, this rent is recognized as rental income when the
operating performance is achieved and the rent is received. No ground lease rental income has been collected
since October 2020 other than settlement proceeds of $4,642,000 from a litigation settled in 2022.
As of December 31, 2024, the VIE’s maximum exposure to loss was $17,376,000 which represented its
carrying amount of the land. In purchasing the property in 2016, the owner/operator obtained a $67,444,000
mortgage 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 $62,277,000 as of December 31, 2024.
Pursuant to the ground lease, as amended, the Company agreed, in its discretion, to fund 78% of any (i)
operating expense shortfalls at the property and (ii) capital expenditures required at the property. The Company
funded $100,000 and $932,000 during the years ended December 31, 2024 and 2023, respectively. These
amounts are included as part of the carrying amount of the land.
ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2024
F-23
NOTE 6 — VARIABLE INTEREST ENTITIES, CONTINGENT LIABILITY AND CONSOLIDATED
JOINT VENTURES (CONTINUED)
Variable Interest Entities—Consolidated Joint Ventures
The Company has determined the two consolidated joint ventures in which it holds a 90% and 95% interest
are VIEs because the non-controlling interests do not hold substantive kick-out or participating rights. The
Company has determined it is the primary beneficiary of these VIEs as it has the power to direct the activities
that most significantly impact each joint venture’s performance including management, approval of expenditures,
and the obligation to absorb the losses or rights to receive benefits. Accordingly, the Company consolidates the
operations of these VIEs for financial statement purposes. The VIEs’ creditors do not have recourse to the assets
of the Company other than those held by the applicable joint venture.
The following is a summary of the consolidated VIEs’ carrying amounts and classification in the Company’s
consolidated balance sheets, none of which are restricted (amounts in thousands):
December 31,
2024 (a)
2023
Land
$ 9,198
$ 9,917
Buildings and improvements, net of accumulated depreciation of $6,516 and $6,380, respectively
15,599
17,475
Cash
1,063
1,059
Unbilled rent receivable
881
938
Unamortized intangible lease assets, net
118
412
Escrow, deposits and other assets and receivables
705
749
Mortgages payable, net of unamortized deferred financing costs of $71 and $109, respectively
13,295
16,660
Accrued expenses and other liabilities
751
745
Unamortized intangible lease liabilities, net
215
385
Accumulated other comprehensive income
—
2
Non-controlling interests in consolidated joint ventures
1,150
1,042
(a) During 2024, the Company and its joint venture partners sold a restaurant parcel at its multi-tenant shopping center in
Lakewood, Colorado and a retail property in Cape Girardeau, Missouri. In connection with the sale of the restaurant
parcel, the joint venture paid down the mortgage on its property by $1,885 (see Note 5).
As of December 31, 2024, MCB Real Estate, LLC and its affiliates (‘‘MCB’’) are the Company’s joint
venture partner in a consolidated joint venture in which the Company has an aggregate equity investment of
approximately $3,442,000.
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 Company’s equity ownership interest in the
venture.
ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2024
F-24
NOTE 7 — INVESTMENT IN UNCONSOLIDATED JOINT VENTURES
As of December 31, 2024 and 2023, the Company participated in two unconsolidated joint ventures, each of
which owns and operates one property; the Company’s equity investment in these ventures totaled $2,101,000
and $2,051,000, respectively. The Company recorded equity in earnings of $143,000 and $400,000 during 2024
and 2022, respectively, and equity in loss of $904,000 during 2023.
Included in equity in loss for 2023 is the Company’s 50% share of an impairment charge, or $850,000,
related to its former Manahawkin, New Jersey joint venture property which was sold in December 2023. The
Company’s 50% share of the loss from this sale was $108,000, which is included in Equity in loss from sale of
unconsolidated joint venture property on the consolidated statement of income for the year ended December 31,
2023.
NOTE 8 — DEBT OBLIGATIONS
Mortgages Payable
The following table details the Mortgages payable, net, balances per the consolidated balance sheets
(amounts in thousands):
December 31,
2024
2023
Mortgages payable, gross
$
424,978
$
422,565
Unamortized deferred financing costs
(3,756)
(3,414)
Unamortized mortgage intangible assets (a)
(667)
(804)
Mortgages payable, net
$
420,555
$
418,347
(a) In connection with the assumption of two below-market mortgages.
At December 31, 2024, there were 62 outstanding mortgages payable, all of which are secured by first liens
on individual real estate investments with an aggregate gross carrying value of $666,764,000 before accumulated
depreciation of $130,040,000. After giving effect to interest rate swap agreements (see Note 9), the mortgage
payments bear interest at fixed rates ranging from 3.05% to 6.25% and mature between 2025 and 2047. The
weighted average interest rate on all mortgage debt was 4.56%, 4.31% and 4.10% at December 31, 2024, 2023
and 2022, respectively.
Scheduled principal repayments during the years indicated are as follows (amounts in thousands):
2025
2026
2027
2028
2029 Thereafter
Total
Amortization payments
$ 11,084
$ 11,038 $ 9,999
$ 9,356
$ 7,284 $ 28,060
$ 76,821
Principal due at maturity
22,458
18,461 38,525
30,155
79,386 159,172
348,157
Total
$ 33,542
$ 29,499 $ 48,524
$ 39,511
$ 86,670 $ 187,232
$ 424,978
ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2024
F-25
NOTE 8 — DEBT OBLIGATIONS (CONTINUED)
Line of Credit
The Company’s credit facility with Manufacturers and Traders Trust Company and VNB New York, LLC,
provides that 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 $40,000,000 and 40% of the borrowing base. 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.
The facility, which matures December 31, 2026, provides for an interest rate equal to 30-day SOFR plus an
applicable margin ranging from 175 basis points to 275 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 basis points at
December 31, 2024 and 2023. An unused facility fee of .25% per annum applies to the facility. The Company
had no balance outstanding on the facility during the year ended December 31, 2024. The weighted average
interest rate on the facility was approximately 6.69% and 3.42% during 2023 and 2022, 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, 2024 and 2023.
At each of December 31, 2024 and February 28, 2025, $100,000,000 was available to be borrowed under the
facility, including an aggregate of up to $40,000,000 available for renovation and operating expense purposes.
At December 31, 2024 and 2023, the Company had unamortized deferred financing costs of $366,000 and
$549,000, respectively, which are included in Escrow, deposits and other assets and receivables on the
consolidated balance sheets.
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, 2024 and 2023,
accumulated amortization of such costs was $5,214,000 and $5,298,000, respectively.
ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2024
F-26
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, are not measured at
fair value on a recurring basis but are considered to be recorded at amounts that approximate fair value.
The fair value and carrying amounts of the Company’s mortgages payable are as follows (dollars in
thousands):
December 31,
2024
2023
Fair value of mortgages payable (a)
$
398,934
$
397,031
Carrying value of mortgages payable, gross
$
424,978
$
422,565
Fair value less than the carrying value
$
(26,044)
$
(25,534)
Blended market interest rate (a)
6.28 %
5.93 %
Weighted average interest rate
4.56 %
4.31 %
Weighted average remaining term to maturity (years)
6.1
5.9
(a) 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.
Fair Value on a Recurring Basis
As of December 31, 2024, the Company had in effect eight interest rate derivatives, all of which were
interest rate swaps, related to eight outstanding mortgage loans with an aggregate $13,923,000 notional amount
maturing between 2025 and 2026 (weighted average remaining term to maturity of approximately one year).
These interest rate swaps, all of which were designated as cash flow hedges, converted SOFR based variable rate
mortgages to fixed annual rate mortgages. The interest rates range from 3.24% to 4.34% with a weighted
average interest rate of 4.04% at December 31, 2024.
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 associated credit valuation adjustments 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, 2024, 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.
ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2024
F-27
NOTE 9 — FAIR VALUE MEASUREMENTS (CONTINUED)
The fair value of the Company’s derivative financial instruments was determined to be the following
(amounts in thousands):
As of
Carrying and
December 31,
Fair Value
Financial assets: Interest rate swaps
2024
$
208
2023
824
The fair value of the Company’s derivatives is reflected in Escrow, deposits and other assets and receivables
on the consolidated balance sheets. As of December 31, 2024 and 2023, there were no derivatives in a liability
position.
The following table presents the effect of the Company’s derivative financial instruments on the
consolidated statements of income for the years presented (amounts in thousands):
Year Ended December 31,
2024
2023
2022
Amount of gain recognized on derivatives in other comprehensive income
$
200 $
328
$
3,028
Amount of reclassification from Accumulated other comprehensive income into
Interest expense
836
1,295
(297)
During the twelve months ending December 31, 2025, the Company estimates an additional $183,000 will
be reclassified from Accumulated other comprehensive income as a decrease to Interest expense.
The derivative agreements in effect at December 31, 2024 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.
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.
During 2024, 2023, and 2022, in consideration for the Services, the Company paid Majestic $3,322,000,
$3,317,000 and $3,067,000, respectively. Included in these fees are $1,444,000 in 2024, $1,510,000 in 2023 and
$1,346,000 in 2022 of property management services. The amounts paid for property management services are
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
for property management services with respect to properties managed by third parties. During 2024, 2023 and
2022, the Company also paid Majestic, pursuant to the compensation and services agreement, $336,000,
$317,000 and $317,000, respectively, for the Company’s share of all direct office expenses, including rent,
telephone, postage, computer services, internet usage and supplies.
ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2024
F-28
NOTE 10 — RELATED PARTY TRANSACTIONS (CONTINUED)
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.
During 2024, 2023 and 2022, the related expense charged to the Company’s operations was $2,401,000,
$2,499,000 and $2,572,000, 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.
Joint Venture Partners and Affiliates
During 2024, 2023 and 2022, the Company paid an aggregate of $94,000, $90,000 and $84,000,
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.
During 2024, 2023 and 2022, the Company’s unconsolidated joint ventures paid management fees of $5,000,
$115,000 and $131,000, respectively, to the other partner of the ventures, which reduced Equity in earnings on
the consolidated statements of income by $2,000 and $66,000 during 2024 and 2022, respectively, and increased
Equity in loss on the consolidated statement of income by $57,000 during 2023.
Other
During 2024, 2023 and 2022, the Company paid fees of (i) $326,000, $313,000 and $313,000, respectively,
to the Company’s chairman and (ii) $130,000, $125,000 and $125,000, 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, 2024 and 2023, Gould Investors L.P. (“Gould Investors”), a related party, owned
2,272,601 and 2,180,931 shares of the outstanding common stock of the Company, respectively, or
approximately 10.6% and 10.4%, 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 $1,177,000, $1,093,000 and $586,000 during 2024, 2023 and 2022, respectively. Included in
Real estate expenses on the consolidated statements of income is insurance expense of $1,139,000, $893,000 and
$944,000 during 2024, 2023 and 2022, respectively. The balance of the amounts reimbursed to Gould Investors
represents prepaid insurance and is included in Escrow, deposits and other assets and receivables on the
consolidated balance sheets.
ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2024
F-29
NOTE 11 — STOCKHOLDERS’ EQUITY
Stock Based Compensation
The Company’s 2022 and 2019 Incentive Plans (collectively, the “Plans”) permit 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 was authorized for issuance pursuant to each plan at such plan’s
inception.
The following details the shares subject to awards that are outstanding under the Plans as of December 31,
2024:
Restricted
Stock
RSUs
Totals
2022 Incentive Plan
300,515 (a)
256,740
557,255
2019 Incentive Plan (b)
426,625
—
426,625
Totals
727,140
256,740
983,880
(a) On January 14, 2025, 154,390 restricted shares were issued pursuant to this plan with an aggregate grant date fair value
of $3,940,000; such awards are scheduled to vest in January 2030.
(b) No additional awards may be granted under such plan.
Restricted Stock
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.
RSUs
The following table reflects the activities involving RSUs:
2024 Grant 2023 Grant
2022 Grant
2021 Grant
2020 Grant
RSUs granted (a)
88,250
85,250
85,350
80,700
75,026
RSUs vested
—
—
—
39,811 (b)
74,988 (c)
RSUs forfeited
—
—
2,110 (d)
40,889 (e)
38 (d)
RSUs outstanding
88,250
85,250
83,240
—
—
Vesting date (f)(g)
6/30/2027
6/30/2026
6/30/2025
6/30/2024
6/30/2023
(a) The shares underlying the RSUs are excluded from the shares shown as outstanding on the balance sheet until they have
vested and been issued.
(b) Such shares were issued in August 2024.
(c) Such shares were issued in August 2023.
(d) Such shares were forfeited due to the retirement of an executive officer before the completion of the applicable three-
year performance cycle.
(e) Of the 40,889 shares (i) 39,811 shares were not earned because the applicable market condition had not been satisfied
and (ii) 1,078 shares were forfeited due to the retirement of an executive officer before the completion of the applicable
three-year performance cycle.
(f) Generally, the recipient must maintain a relationship with the Company during the applicable three-year performance
cycle.
(g) RSUs vest upon satisfaction of metrics related to average annual total stockholder return (“TSR Metric”) and average
annual return on capital (“ROC Metric”; together with the TSR Metric, the “Metrics”) and are issued to the extent the
Compensation Committee determines that the Metrics with respect to the vesting of such shares have been satisfied.
ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2024
F-30
NOTE 11 — STOCKHOLDERS’ EQUITY (CONTINUED)
The Metrics and other material terms and conditions of the RSUs are as follows:
Performance Criteria (a)
Year RSU Granted
Metric
Weight
Minimum
Maximum
2021 - 2024 (b)(c)(d)
ROC Metric (e)
50%
Average annual of at least 6.0% Average annual of at least 8.75%
TSR Metric (f)
50%
Average annual of at least 6.0% Average annual of at least 11.0%
(a) If the Metrics fall between the applicable minimum and maximum performance criteria, a pro-rata portion of such
units, as applicable, vest.
(b) The RSUs are not entitled to voting rights.
(c) Upon vesting, the holders of such RSUs 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. As of December
31, 2024 and 2023, the Company accrued an aggregate of $408,000 and $450,000 of dividend equivalents,
respectively, for the unvested RSUs based on the number of shares, underlying such RSUs, that would have been
issued using performance and market assumptions determined at such dates.
(d) In August 2024, the Company paid the holders of the 2021 RSU grants an aggregate of $215,000 with respect to
the dividend equivalent rights on the vested 39,811 shares.
(e) The ROC Metrics meet the definition of a performance condition. Fair value is based on the market value on the
date of grant. For ROC Awards, the Company does not recognize expense when performance conditions are not
expected to be met; such performance assumptions are re-evaluated quarterly.
(f) The TSR Metrics meet the definition of a market condition. A third-party appraiser prepares a Monte Carlo
simulation pricing model to determine the fair value of such awards, which is recognized ratably over the three-
year service period. For these TSR awards, the per unit or share fair value was estimated using the following
assumptions:
TSR Award Year
Expected
Life (yrs)
Dividend
Rate
Risk-Free
Interest Rate
Expected Price
Volatility (1)
2024
3
7.03%
4.26% - 5.17%
22.79% - 24.80%
2023
3
8.72%
4.42% - 5.28%
28.69% - 30.05%
2022
3
7.10%
1.58% - 3.33%
29.37% - 39.87%
(1) Calculated based on the historical and implied volatility.
As of December 31, 2024, based on performance and market assumptions, the fair value of the RSUs
granted in 2024, 2023 and 2022 is $1,210,000, $927,000 and $1,419,000, respectively. Recognition of such
deferred compensation will be charged to General and administrative expense over the respective three-year
performance cycle.
ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2024
F-31
NOTE 11 — STOCKHOLDERS’ EQUITY (CONTINUED)
The following is a summary of the activity of the equity incentive plans:
Year Ended December 31,
2024
2023
2022
Restricted stock:
Number of shares granted
151,180
152,955
153,575
Average per share grant price
$
21.60
$
22.09
$
33.75
Deferred compensation to be recognized over vesting period
$ 3,265,000
$ 3,379,000
$ 5,183,000
Number of non-vested shares:
Non-vested beginning of the year
712,560
712,375
706,450
Grants
151,180
152,955
153,575
Vested during the year
(136,600)
(152,300)
(146,900)
Forfeitures
—
(470)
(750)
Non-vested end of the year
727,140
712,560
712,375
RSUs:
Number of underlying shares granted
88,250
85,250
85,350
Average per share grant price
$
25.60
$
20.32
$
26.44
Deferred compensation to be recognized over vesting period
$ 1,210,000
$ 958,000
$ 1,420,000
Number of non-vested shares:
Non-vested beginning of the year
248,112
241,076
230,752
Grants
88,250
85,250
85,350
Vested during the year
(39,811)
(74,988)
(64,488)
Forfeitures
(39,811)
(3,226)
(10,538)
Non-vested end of the year
256,740
248,112
241,076
Restricted stock and RSU grants (based on grant price):
Weighted average per share value of non-vested shares
$
24.88
$
25.90
$
26.26
Value of stock vested during the year
$ 4,723,000
$ 5,165,000
$ 5,535,000
Weighted average per share value of shares forfeited during the year
$
30.46
$
27.52
$
29.12
Total charge to operations:
Outstanding restricted stock grants
$ 3,662,000
$ 3,979,000
$ 4,057,000
Outstanding RSUs
1,300,000
1,388,000
1,450,000
Total charge to operations
$ 4,962,000
$ 5,367,000
$ 5,507,000
As of December 31, 2024, total compensation costs of $7,231,000 and $1,724,000 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.
ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2024
F-32
NOTE 11 — STOCKHOLDERS’ EQUITY (CONTINUED)
Common Stock Dividend
In each of 2024, 2023 and 2022, the Board of Directors declared an aggregate $1.80 per share in cash
distributions.
On March 5, 2025, the Board of Directors declared a quarterly cash dividend of $0.45 per share on the
Company’s common stock, totaling approximately $9,700,000. The quarterly dividend is payable on April 4,
2025 to stockholders of record on March 27, 2025.
Dividend Reinvestment Plan
The Company’s 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, determined in the Company’s sole discretion, of up to 5%
from the market price (as such price is calculated pursuant to the DRP). The discount is currently being offered at
3%.
During 2024, 2023 and 2022, the Company issued approximately 161,000, 233,000 and 102,000 shares of
common stock, respectively, under the DRP.
Shares Issued through the At-the-Market Equity Offering Program
During 2024, the Company sold approximately 38,000 shares for proceeds of $1,095,000, net of
commissions of $22,000, and incurred offering costs of $54,000 for professional fees.
The Company did not sell any shares during 2023.
During 2022, the Company sold approximately 17,000 shares for proceeds of $604,000, net of commissions
of $12,000, and incurred offering costs of $41,000 for professional fees.
Stock Repurchase Program
In 2022 and 2023, the Board of Directors authorized and/or amended repurchase programs pursuant to which
the Company could repurchase shares of its common stock in open-market, through privately negotiated
transactions or otherwise.
No shares were repurchased by the Company during 2024.
During 2023 and 2022, the Company repurchased approximately 499,000 and 208,000 shares of common
stock, for total consideration of $9,638,000 and $5,214,000, net of commissions of $30,000 and $12,000,
respectively. As of December 31, 2024, the Company is authorized to repurchase approximately $8,082,000 of
shares of common stock.
ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2024
F-33
NOTE 12 — 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, 2024, the
shares of common stock underlying the RSUs (see Note 11) are excluded from the basic earnings per share
calculation, as these units are not participating securities until they vest and are issued.
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,
2024
2023
2022
Numerator for basic and diluted earnings per share:
Net income
$ 30,798 $ 29,918
$ 42,253
Deduct net income attributable to non-controlling interests
(381)
(304)
(76)
Deduct earnings allocated to unvested restricted stock (a)
(1,309)
(1,291)
(1,434)
Net income available for common stockholders: basic and diluted
$ 29,108 $ 28,323
$ 40,743
Denominator for basic earnings per share:
Weighted average number of common shares outstanding
20,600
20,499
20,360
Effect of dilutive securities: RSUs
122
57
93
Denominator for diluted earnings per share:
Weighted average number of shares
20,722
20,556
20,453
Earnings per common share: basic
$
1.41 $
1.38
$
2.00
Earnings per common share: diluted
$
1.40 $
1.38
$
1.99
(a) Represents an allocation of distributed earnings to unvested restricted stock that, as participating securities, are
entitled to receive dividends.
ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2024
F-34
NOTE 12 — 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, 2024:
Total Number
Shares Included Based on (a)
of Underlying
Return on
Stockholder
Shares
Date of Award
Shares
Capital Metric Return Metric Total Excluded (b)
July 16, 2024 (c)
88,250
16,955
44,125
61,080
27,170
July 1, 2023 (c)
85,250
21,564
42,625
64,189
21,061
July 1, 2022 (c)
83,240
29,841
40,036
69,877
13,363
Totals
256,740
68,360
126,786 195,146
61,594
Year Ended December 31, 2023:
Total Number
Shares Included Based on (a)
of Underlying
Return on
Stockholder
Shares
Date of Award
Shares
Capital Metric Return Metric Total Excluded (b)
July 1, 2023 (c)
85,250
23,237
42,625
65,862
19,388
July 1, 2022 (c)(d)
83,240
35,050
—
35,050
48,190
August 3, 2021 (d)(e)
79,622
39,811
—
39,811
39,811
Totals
248,112
98,098
42,625 140,723
107,389
Year Ended December 31, 2022:
Total Number
Shares Included Based on (a)
of Underlying
Return on
Stockholder
Shares
Date of Award
Shares
Capital Metric Return Metric Total Excluded (b)
July 1, 2022 (c)
85,350
40,222
—
40,222
45,128
August 3, 2021 (d)(e)
80,700
40,350
—
40,350
40,350
August 3, 2020 (f)
75,026
37,513
37,513
75,026
—
Totals
241,076
118,085
37,513 155,598
85,478
(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) Excluded as the applicable conditions had not been met for these shares at the applicable measurement dates.
(c) The RSUs awarded in 2024, 2023 and 2022 vest, subject to satisfaction of the applicable market and/or
performance conditions, as of June 30, 2027, 2026 and 2025, respectively (see Note 11).
(d) As of December 31, 2023, 1,078 shares of the 2021 award and 2,110 shares of the 2022 award were forfeited due
to the retirement of an executive officer before the completion of the applicable three-year performance cycle.
(e) With respect to the RSUs awarded August 3, 2021, 39,811 shares were deemed to have vested and the balance of
39,811 shares were forfeited in June 2024. The vested shares were issued in August 2024 (see Note 11).
(f) With respect to the RSUs awarded August 3, 2020, 74,988 shares were deemed to have vested and the balance of
38 shares were forfeited in June 2023. The vested shares were issued in August 2023 (see Note 11).
There were no options outstanding to purchase shares of common stock or other rights exercisable for, or
convertible into, common stock in 2024, 2023 and 2022.
ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2024
F-35
NOTE 13 — COMMITMENTS AND CONTINGENCIES
The Company maintains a non-contributory defined contribution pension plan covering eligible employees.
Contributions by the Company are made through a money purchase plan, based upon a percent of the qualified
employees’ total salary (subject to the maximum amount allowed by law). Pension expense approximated
$431,000, $436,000 and $349,000 for 2024, 2023 and 2022, respectively, and is included in General and
administrative expense on the consolidated statements of income.
The Company is party to (i) leases obligating it to provide tenant improvement allowances and (ii) various
legal proceedings. Management believes these allowances and proceedings are routine, 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.
NOTE 14 — INCOME TAXES
The Company elected to be taxed as a REIT under the Internal Revenue Code, commencing with its taxable
year ended December 31, 1983. To qualify as a REIT, the Company must meet a number of organizational and
operational requirements, including a requirement that it currently distribute at least 90% of its 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 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, 2024, tax returns for the calendar years 2021 through 2023 remain subject to examination by the
Internal Revenue Service and various state and local tax jurisdictions. In November 2024, the Company collected
a $238,000 refund from Tennessee related to franchise taxes paid during 2020 through 2022, as the state
amended the method of calculating such taxes, resulting in overpayments made in such years. The refund is
included in State Taxes on the consolidated statement of income for the year ended December 31, 2024.
During 2024, 2023 and 2022, the Company did not incur any federal income tax expense. The Company
does not have any deferred tax assets or liabilities at December 31, 2024 and 2023.
The approximate allocation of the distributions made to stockholders is as follows for the years indicated:
Year Ended December 31,
2024
2023
2022
Ordinary income (a)
55 %
53 %
54 %
Capital gains
45
47
46
100 %
100 %
100 %
(a) In 2024, 2023 and 2022, 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.
ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2024
F-36
NOTE 14 — INCOME TAXES (CONTINUED)
The following table reconciles dividends declared with the dividends paid deduction for the years indicated
(amounts in thousands):
2024
2023
2022
Estimate
Actual
Actual
Dividends declared
$
38,421
$
38,116
$
37,915
Dividend reinvestment plan (a)
71
157
102
38,492
38,273
38,017
Less: Spillover dividends designated to previous year
(740)
(4,240)
—
Less: Spillover dividends designated to following year
(5,952)
—
—
Plus: Dividends designated from prior year
—
—
2,085
Plus: Dividends designated from following year
—
740
4,240
Dividends paid deduction
$
31,800
$
34,773
$
44,342
(a) Reflects the discount on common stock purchased through the dividend reinvestment plan of 3%.
NOTE 15 — QUARTERLY FINANCIAL DATA (Unaudited):
(In Thousands, Except Per Share Data)
Quarter Ended
Total
2024
March 31 June 30 Sept. 30 Dec. 31 For Year
Total revenues
$ 22,696
$ 21,800
$ 22,211 $ 23,856
$ 90,563
Gain on sale of real estate, net
$ 1,784
$ 7,448
$ 2,115 $ 6,660
$ 18,007
Net income
$ 5,380
$ 9,677
$ 5,189 $ 10,552
$ 30,798
Net income attributable to One Liberty Properties, Inc.
$ 5,155
$ 9,553
$ 5,177 $ 10,532
$ 30,417
Weighted average number of common shares outstanding:
Basic
20,509
20,590
20,635 20,666
20,600
Diluted
20,579
20,683
20,753 20,796
20,722
Net income per common share attributable to common
stockholders:
Basic
$
.24
$
.45
$
.24 $
.49
$
1.41 (a)
Diluted
$
.23
$
.45
$
.23 $
.49
$
1.40 (a)
Quarter Ended
Total
2023
March 31 June 30 Sept. 30 Dec. 31 For Year
Total revenues
$ 22,952 $ 22,407 $ 22,546
$ 22,741
$ 90,646
Gain on sale of real estate, net
$ 1,534 $ 3,180 $
332
$ 11,962
$ 17,008
Net income
$ 5,408 $ 6,539 $ 2,769
$ 15,202
$ 29,918
Net income attributable to One Liberty Properties, Inc.
$ 5,386 $ 6,519 $ 2,747
$ 14,962
$ 29,614
Weighted average number of common shares outstanding:
Basic
20,514 20,571 20,567
20,342
20,499
Diluted
20,579 20,642 20,596
20,383
20,556
Net income per common share attributable to common
stockholders:
Basic and Diluted
$
.25 $
.30 $
.12
$
.71
$
1.38 (a)
(a) Calculated on weighted average shares outstanding for the year.
NOTE 16 — SUBSEQUENT EVENTS
Subsequent events have been evaluated and, except as previously disclosed, there were no other events
relative to the consolidated financial statements that require additional disclosure.
ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES
Schedule III—Consolidated Real Estate and Accumulated Depreciation
December 31, 2024
(Amounts in Thousands)
F-37
Cost Capitalized
Gross Amount at Which Carried
Initial Cost to Company
Subsequent to
at December 31, 2024
Building and
Acquisition
Building &
Accumulated
Date of
Date
Type
Location
Encumbrances
Land
Improvements Improvements
Land
Improvements
Total
Depreciation (1) Construction Acquired
Health & Fitness
Tucker, GA
$
—
$
807
$
3,027
$
3,420
$
807
$
6,447
$
7,254
$
3,662
1988
2002
Industrial
West Palm Beach, FL
—
181
724
235
181
959
1,140
591
1973
1998
Industrial
New Hyde Park, NY
2,016
182
728
281
182
1,009
1,191
606
1960
1999
Industrial
Ronkonkoma, NY
4,843
1,042
4,171
2,943
1,042
7,114
8,156
3,874
1986
2000
Industrial
Hauppauge, NY
20,905
1,951
10,954
9,600
1,951
20,554
22,505
9,775
1982
2000
Industrial
Melville, NY
4,495
774
3,029
1,170
774
4,199
4,973
2,158
1982
2003
Industrial
Saco, ME
4,704
1,027
3,623
2,050
1,027
5,673
6,700
2,055
2001
2006
Industrial
Baltimore, MD
16,325
6,474
25,282
—
6,474
25,282
31,756
11,404
1960
2006
Industrial
Durham, NC
4,200
1,043
2,404
44
1,043
2,448
3,491
936
1991
2011
Industrial
Pinellas Park, FL
1,879
1,231
1,669
614
1,231
2,283
3,514
636
1995
2012
Industrial
Fort Mill, SC
18,294
1,840
12,687
1,964
1,840
14,651
16,491
3,993
1992
2013
Industrial
Indianapolis, IN
8,641
1,224
6,935
25
1,224
6,960
8,184
2,317
1997
2013
Industrial
Fort Mill, SC
19,238
1,804
33,650
—
1,804
33,650
35,454
10,945
1997
2013
Industrial
New Hope, MN
3,548
881
6,064
234
881
6,298
7,179
1,657
1967
2014
Industrial
Louisville, KY
—
578
3,727
1,657
578
5,384
5,962
1,044
1974
2015
Industrial
Louisville, KY
—
51
230
—
51
230
281
59
1974
2015
Industrial
McCalla, AL
12,382
1,588
14,682
—
1,588
14,682
16,270
3,542
2003
2015
Industrial
St. Louis, MO
15,425
3,728
13,006
802
3,728
13,808
17,536
3,527
1969
2015
Industrial
Greenville, SC
4,038
693
6,893
1,119
693
8,012
8,705
1,823
1997
2016
Industrial
Greenville, SC
4,487
528
8,074
938
528
9,012
9,540
2,008
2000
2016
Industrial
El Paso, TX
23,000
3,691
17,904
2,429
3,691
20,333
24,024
4,500
1997
2016
Industrial
Lebanon, TN
19,042
2,094
30,039
213
2,094
30,252
32,346
6,466
1996
2016
Industrial
Huntersville, NC
4,087
1,046
6,674
—
1,046
6,674
7,720
1,343
2014
2017
Industrial
Pittston, PA
14,350
999
9,922
1,609
999
11,531
12,530
2,295
1990
2017
Industrial
Ankeny, IA
6,972
1,351
11,607
—
1,351
11,607
12,958
2,247
2016
2017
Industrial
Memphis, TN
4,310
140
7,952
—
140
7,952
8,092
1,494
1979
2017
Industrial
Pennsburg, PA
6,953
1,776
11,126
—
1,776
11,126
12,902
2,095
1986
2018
Industrial
Plymouth, MN
2,811
1,121
4,429
—
1,121
4,429
5,550
758
1978
2018
Industrial
Englewood, CO
7,192
1,562
11,300
—
1,562
11,300
12,862
1,824
2013
2018
Industrial
Moorestown, NJ
3,396
1,822
5,056
—
1,822
5,056
6,878
814
1990
2018
Industrial
Moorestown, NJ
7,611
1,443
10,898
51
1,443
10,949
12,392
1,779
1972
2018
Industrial
Bakersfield, CA
—
1,988
9,998
—
1,988
9,998
11,986
1,586
1980
2018
Industrial
Green Park, MO
5,948
1,421
7,835
41
1,421
7,876
9,297
1,220
2008
2018
Industrial
Greenville, SC
4,800
186
6,419
210
186
6,629
6,815
1,094
2008
2018
Industrial
Nashville, TN
4,463
1,058
6,350
313
1,058
6,663
7,721
963
1974
2019
Industrial
Bensalem, PA
3,537
1,602
4,323
149
1,602
4,472
6,074
635
1975
2019
Industrial
Chandler, AZ
4,504
1,335
7,379
101
1,335
7,480
8,815
1,101
2004
2019
Industrial
LaGrange, GA
2,772
297
4,500
—
297
4,500
4,797
638
2013
2019
Industrial
Shakopee, MN
4,324
1,877
5,462
10
1,877
5,472
7,349
769
1998
2019
F-38
Cost Capitalized
Gross Amount at Which Carried
Initial Cost to Company
Subsequent to
at December 31, 2024
Building and
Acquisition
Building &
Accumulated
Date of
Date
Type
Location
Encumbrances
Land
Improvements Improvements
Land
Improvements
Total
Depreciation (1) Construction Acquired
Industrial
Rincon, GA
$
3,559
$
61
$
5,968
$
—
$
61
$
5,968
$
6,029
$
790
1998
2019
Industrial
Chandler, AZ
—
1,164
1,691
4
1,164
1,695
2,859
237
2007
2019
Industrial
Ashland, VA
4,966
391
7,901
—
391
7,901
8,292
1,005
2007
2020
Industrial
Lowell, AR
10,907
1,687
15,188
—
1,687
15,188
16,875
2,029
2017
2020
Industrial
Monroe, NC
4,056
897
5,106
—
897
5,106
6,003
485
2000
2021
Industrial
Lehigh Acres, FL
5,552
1,934
7,393
—
1,934
7,393
9,327
628
2002
2021
Industrial
Omaha, NE
5,500
1,001
6,547
257
1,001
6,804
7,805
532
1988
2021
Industrial
Fort Myers, FL
4,478
991
6,876
—
991
6,876
7,867
541
2020
2022
Industrial
Dalton, GA
9,507
547
15,836
—
547
15,836
16,383
1,044
1996
2022
Industrial
Hillside, IL
—
2,560
2,975
—
2,560
2,975
5,535
212
2002
2022
Industrial
Lexington, KY
5,139
1,558
6,881
—
1,558
6,881
8,439
456
2001
2022
Industrial
Northwood, OH
5,634
181
8,306
—
181
8,306
8,487
457
1999
2022
Industrial
Northwood, OH
—
171
7,383
—
171
7,383
7,554
412
2001
2022
Industrial
Blythewood, SC
4,147
311
12,304
29
311
12,333
12,644
469
2004
2023
Industrial
Albuquerque, NM
3,380
1,341
6,330
—
1,341
6,330
7,671
118
1957
2024
Industrial
Savannah, GA
2,795
1,044
3,724
—
1,044
3,724
4,768
62
1993
2024
Industrial
Council Bluffs, IA
18,425
3,811
28,462
—
3,811
28,462
32,273
279
2023
2024
Industrial
Joppa, MD
7,530
3,815
8,142
1,406
3,815
9,548
13,363
2,917
1994
2014
Office
Brooklyn, NY
—
1,381
5,447
3,188
1,381
8,635
10,016
5,297
1973
1998
Other
Newark, DE
1,044
935
3,643
278
935
3,921
4,856
2,093
1996
2003
Other
Beachwood, OH
—
13,901
—
3,475
17,376
—
17,376
—
N/A
2016
Restaurant
Concord, NC
—
999
1,076
25
999
1,101
2,100
373
2000
2013
Restaurant
Myrtle Beach, SC
—
1,102
1,161
25
1,102
1,186
2,288
382
1978
2013
Retail
Seattle, WA
—
201
189
35
201
224
425
188
1986
1987
Retail
Rosenberg, TX
—
216
863
66
216
929
1,145
682
1994
1995
Retail
Selden, NY
2,237
572
2,287
150
572
2,437
3,009
1,558
1997
1999
Retail
Batavia, NY
—
515
2,061
—
515
2,061
2,576
1,333
1998
1999
Retail
Champaign, IL
—
791
3,165
1,024
791
4,189
4,980
2,336
1985
1999
Retail
El Paso, TX
8,788
2,821
11,123
2,813
2,821
13,936
16,757
9,237
1974
2000
Retail
Somerville, MA
—
510
1,993
24
510
2,017
2,527
1,102
1993
2003
Retail
Hyannis, MA
—
802
2,324
—
802
2,324
3,126
985
1998
2008
Retail
Marston Mills, MA
—
461
2,313
—
461
2,313
2,774
976
1998
2008
Retail
Everett, MA
—
1,935
—
—
1,935
—
1,935
—
N/A
2008
Retail
Royersford, PA
21,759
19,538
3,150
524
19,538
3,674
23,212
1,445
2001
2010
Retail
Monroeville, PA
—
450
863
57
450
920
1,370
322
1994
2010
Retail
Bolingbrook, IL
—
834
1,887
101
834
1,988
2,822
761
2001
2011
Retail
Crystal Lake, IL
—
615
1,899
535
615
2,434
3,049
869
1997
2011
Retail
Greensboro, NC
—
1,046
1,552
168
1,046
1,720
2,766
493
2002
2014
Retail
Highlands Ranch, CO
—
2,361
2,924
296
2,361
3,220
5,581
1,043
1995
2014
Retail
Cuyahoga Falls, OH
870
71
1,371
34
71
1,405
1,476
308
2004
2016
Retail
Port Clinton, OH
746
52
1,187
33
52
1,220
1,272
274
2005
2016
Retail
South Euclid, OH
845
230
1,566
53
230
1,619
1,849
393
1975
2016
Retail
St Louis Park, MN
—
3,388
13,088
152
3,388
13,240
16,628
2,978
1962
2016
Retail
Deptford, NJ
2,186
572
1,779
705
572
2,484
3,056
1,227
1981
2012
Retail
Littleton, CO
5,835
5,385
10,480
2,088
5,385
12,568
17,953
3,596
1985
2015
F-39
Cost Capitalized
Gross Amount at Which Carried
Initial Cost to Company
Subsequent to
at December 31, 2024
Building and
Acquisition
Building &
Accumulated
Date of
Date
Type
Location
Encumbrances
Land
Improvements Improvements
Land
Improvements
Total
Depreciation (1) Construction Acquired
Retail-Furniture
Lexington, KY
$
—
$
800
$
3,532
$
305
$
800
$
3,837
$
4,637
$
1,703
1999
2006
Retail-Furniture
Bluffton, SC
—
589
2,600
229
589
2,829
3,418
1,240
1994
2006
Retail-Furniture
Amarillo, TX
—
860
3,810
478
860
4,288
5,148
1,800
1996
2006
Retail-Furniture
Austin, TX
—
1,587
7,010
513
1,587
7,523
9,110
3,345
2001
2006
Retail-Furniture
Tyler, TX
—
1,031
4,554
27
1,031
4,581
5,612
2,130
2001
2006
Retail-Furniture
Newport News, VA
—
751
3,316
254
751
3,570
4,321
1,579
1995
2006
Retail-Furniture
Richmond, VA
—
867
3,829
224
867
4,053
4,920
1,820
1979
2006
Retail-Furniture
Gurnee, IL
—
834
3,635
—
834
3,635
4,469
1,662
1994
2006
Retail-Furniture
Naples, FL
—
3,070
2,846
302
3,070
3,148
6,218
1,292
1992
2008
Retail-Office Supply
Lake Charles, LA (2)
—
1,167
3,887
2,905
1,167
6,792
7,959
3,394
1998
2002
Retail-Office Supply
Chicago, IL (2)
2,949
3,877
2,256
—
3,877
2,256
6,133
919
1994
2008
Retail-Office Supply
Cary, NC (2)
2,488
1,129
3,736
—
1,129
3,736
4,865
1,522
1995
2008
Retail-Office Supply
Eugene, OR (2)
2,222
1,952
2,096
—
1,952
2,096
4,048
854
1994
2008
Retail-Office Supply
El Paso, TX (2)
1,942
1,035
2,700
—
1,035
2,700
3,735
1,100
1993
2008
Theater
Greensboro, NC
—
—
8,328
3,000
—
11,328
11,328
9,496
1999
2004
Theater
Indianapolis, IN
—
3,099
5,225
19
3,099
5,244
8,343
1,434
1997
2014
$
424,978
$
162,233
$
640,496
$
58,023
$
165,708
$
695,044
$
860,752
$
188,447
Note 1—Depreciation is provided over the estimated useful lives of the buildings and improvements, which range from two to 40 years.
Note 2—These five properties are retail office supply stores net leased to the same tenant, pursuant to separate leases. Four of these leases contain cross default provisions.
F-40
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,
2024
2023
2022
Investment in real estate:
Balance, beginning of year
$ 864,655
$ 879,596 $ 837,641
Addition: Land, buildings and improvements
50,112
18,176 59,654
Deduction: Properties sold
(52,474)
(33,117) (17,699)
Deduction: Property Impairment
(1,541)
—
—
Balance, end of year
$ 860,752 $ 864,655 $ 879,596
(1)
Accumulated depreciation:
Balance, beginning of year
$ 182,705
$ 173,143 $ 160,664
Addition: Depreciation
19,515
19,242 18,471
Deduction: Accumulated depreciation related to properties sold
(13,318)
(9,680) (5,992)
Deduction: Property Impairment
(455)
—
—
Balance, end of year
$ 188,447
$ 182,705 $ 173,143
(1) At December 31, 2024, the aggregate cost for federal income tax purposes is approximately $17,774 greater
than the Company’s recorded values.
MATTHEW J. GOULD
Chairman of the Board of Directors;
Chairman and Chief Executive Officer
and Manager of Georgetown Partners
LLC, Managing General Partner of
Gould Investors L.P.; Director and
Senior Vice President of BRT
Apartments Corp.; Chairman of
Rainbow MJ Advisors LLC; Director of
Evelo Biosciences, Inc.; Director of MJ
Real Estate Investment Trust
FREDRIC H. GOULD
Vice Chairman of the Board of
Directors; Director of BRT Apartments
Corp.; Sole Shareholder of Majestic
Property Management Corp.
PATRICK J. CALLAN, JR.
Director; President
and Chief Executive Officer
JEFFREY A. GOULD
Director and Senior Vice President;
Director, President and Chief Executive
Officer of BRT Apartments Corp.;
Senior Vice President and Manager
of Georgetown Partners LLC
CHARLES L. BIEDERMAN
Director; Real Estate Developer;
President of CLB, Inc.; Former
Registered Architect
EDWARD GELLERT
Director; Senior Vice President and
Managing Director for Commercial
Real Estate Debt Investments at
Alliance Bernstein
J. ROBERT LOVEJOY
Independent Lead Director;
Principal of J.R. Lovejoy & Co. LLC
LEOR SIRI
Director; Chief Financial Officer of
Rosen Equities
KAREN A. TILL
Director; Chief Financial Officer of
Miller & Milone, P.C.; Executive Vice
President, Corporate Tax and
Compliance at Med-Metrix LLC
LAWRENCE G. RICKETTS, JR.
Executive Vice President
and Chief Operating Officer
DAVID W. KALISH
Senior Vice President—Finance;
Senior Vice President—Finance of
BRT Apartments Corp.; Senior Vice
President and Chief Financial Officer
of Georgetown Partners LLC
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
ISRAEL ROSENZWEIG
Senior Vice President; Chairman
of BRT Apartments Corp.; Senior
Vice President of Georgetown
Partners LLC
RICHARD M. FIGUEROA
Senior Vice President, Counsel and
Assistant Secretary; Vice President
of Georgetown Partners LLC
ISAAC KALISH
Chief Financial Officer and Senior Vice
President; Senior Vice President and
Treasurer of BRT Apartments Corp.;
Vice President and Treasurer of
Georgetown Partners LLC
JUSTIN CLAIR
Executive Vice President
ALYSA BLOCK
Treasurer
MILI MATHEW
Vice President—Finance
EXECUTIVE OFFICES
60 Cutter Mill Road
Suite 303
Great Neck, NY 11021
516-466-3100
REGISTRAR, TRANSFER
AGENT, DISTRIBUTION
DISBURSING AGENT
Equiniti Trust Company, LLC
55 Challenger Road
Ridgefield Park, NJ 07660
877-814-9664
www.equiniti.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 website.
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 5, 2025 at the Company’s
Executive Offices at 9:00 a.m.
WEBSITE ADDRESS
www.1liberty.com
BOARD OF DIRECTORS AND EXECUTIVE OFFICERS
CORPORATE
INFORMATION
60 CUTTER MILL ROAD
SUITE 303
GREAT NECK, NY 11021
516.466.3100
1LIBERTY.COM
ONE
LIBERTY
PROPERTIES, INC.