One Liberty Properties Inc 10-Q for FY2025 Q1
One Liberty Properties Inc (OLP)
About this 10-Q
One Liberty Properties Inc filed this 10-Q on May 6, 2025, covering the quarter ended March 31, 2025 (FY2025 Q1).
Headline figures
Quarter ended March 31, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Net income
- $4.16M
- down 19.4% from net income of $5.16M a year earlier
- Diluted EPS
- $0.18
- down 21.7% from $0.23 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
For the quarterly period ended
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One Liberty Properties, Inc. and Subsidiaries
Table of Contents
Part I — FINANCIAL INFORMATION
Item 1. Financial Statements
ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Amounts in Thousands, Except Par Value)
| | March 31, | | December 31, | ||
| | 2025 |
| 2024 | ||
ASSETS | | (Unaudited) | | | | |
Real estate investments, at cost | | | | | | |
Land | | $ | | | $ | |
Buildings and improvements | | | | | | |
Total real estate investments, at cost | | | | | | |
Less accumulated depreciation | | | | | | |
Real estate investments, net | | | | | | |
| | | | | | |
Investment in unconsolidated joint ventures | | | | | | |
Cash and cash equivalents | | | | | | |
Unbilled rent receivable | | | | | | |
Unamortized intangible lease assets, net | | | | | | |
Escrow, deposits and other assets and receivables | | | | | | |
Total assets(1) | | $ | | | $ | |
LIABILITIES AND EQUITY | | | | | | |
Liabilities: | | | | | | |
Mortgages payable, net (see Note 8) | | $ | | | $ | |
Line of credit | | | | | | |
Dividends payable | | | | | | |
Accrued expenses and other liabilities | | | | | | |
Unamortized intangible lease liabilities, net | | | | | | |
Total liabilities(1) | | | | | | |
| | | | | | |
Commitments and contingencies | | | | | | |
| | | | | | |
Equity: | | | | | | |
One Liberty Properties, Inc. stockholders’ equity: | | | | | | |
Preferred stock, $ | | | | | ||
Common stock, $ | | | | | | |
Paid-in capital | | | | | | |
Accumulated other comprehensive income | | | | | | |
Distributions in excess of net income | | | ( | | | ( |
Total One Liberty Properties, Inc. stockholders’ equity | | | | | | |
Non-controlling interests in consolidated joint ventures(1) | | | | | | |
Total equity | | | | | | |
Total liabilities and equity | | $ | | | $ | |
| (1) |
See accompanying notes to consolidated financial statements.
1
ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Amounts in Thousands, Except Per Share Data)
(Unaudited)
| | Three Months Ended | ||||
| | March 31, | ||||
|
| 2025 |
| 2024 | ||
Revenues: | | | | | | |
Rental income, net | | $ | | | $ | |
Lease termination fee | | | — | | | |
Total revenues | | | | | | |
| | | | | | |
Operating expenses: | | | | | | |
Depreciation and amortization | | | | | | |
Real estate expenses (see Note 10 for related party information) | | | | | | |
General and administrative (see Note 10 for related party information) | | | | | | |
State tax (benefit) expense | | | ( | | | |
Total operating expenses | | | | | | |
| | | | | | |
Other operating income | | | | | | |
Gain on sale of real estate, net | | | | | | |
Operating income | | | | | | |
| | | | | | |
Other income and expenses: | | | | | | |
Equity in earnings of unconsolidated joint ventures | | | | | | |
Other income | | | | | | |
Interest: | | | | | | |
Expense | | | ( | | | ( |
Amortization and write-off of deferred financing costs | | | ( | | | ( |
| | | | | | |
Net income | | | | | | |
Net income attributable to non-controlling interests | | | ( | | | ( |
Net income attributable to One Liberty Properties, Inc. | | $ | | | $ | |
| | | | | | |
Weighted average number of common shares outstanding: | | | | | | |
Basic | | | | | | |
Diluted | | | | | | |
| | | | | | |
Per common share attributable to common stockholders: | | | | | | |
Basic | | $ | | | $ | |
Diluted | | $ | | | $ | |
| | | | | | |
Cash distributions per share of common stock | | $ | | | $ | |
See accompanying notes to consolidated financial statements.
2
ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Amounts in Thousands)
(Unaudited)
| | Three Months Ended | ||||
| | March 31, | ||||
|
| 2025 |
| 2024 | ||
Net income | | $ | | | $ | |
| | | | | | |
Other comprehensive income | | | | | | |
Net unrealized loss on derivative instruments | | | ( | | | ( |
Comprehensive income | | | | | | |
| | | | | | |
Net income attributable to non-controlling interests | | | ( | | | ( |
Comprehensive income attributable to One Liberty Properties, Inc. | | $ | | | $ | |
See accompanying notes to consolidated financial statements.
3
ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(Amounts in Thousands, Except Per Share Data)
(Unaudited)
| | | | | | | Accumulated | | Accumulated | | Non-Controlling | | | | |||
| | |
| | |
| Other |
| Distributions |
| Interests in |
| | | |||
| Common | | Paid-in | | Comprehensive | | in Excess of | | Consolidated | | | | |||||
| Stock | | Capital | | Income (loss) | | Net Income | | Joint Ventures | | Total | ||||||
Balances, December 31, 2024 | $ | | | $ | | | $ | | | $ | ( | | $ | | | $ | |
Cash Distributions – common stock ($ | | — | | | — | | | — | | | ( | | | — | | | ( |
Compensation expense — restricted stock and RSUs | | — | | | | | | — |
| | — |
| | — | | | |
Shares issued through dividend reinvestment plan | | |
| | |
| | — |
| | — |
| | — |
| | |
Restricted stock vesting | | | | | ( |
| | — |
| | — |
| | — |
| | — |
Distributions to non-controlling interests | | — |
| | — |
| | — |
| | — |
| | ( |
| | ( |
Net income | | — |
| | — |
| | — |
| | |
| | |
| | |
Other comprehensive loss | | — |
| | — |
| | ( |
| | — |
| | — |
| | ( |
Balances, March 31, 2025 | $ | | | $ | | | $ | | | $ | ( | | $ | | | $ | |
| | | | | | | Accumulated | | Accumulated | | Non-Controlling | | | | |||
| | |
| | |
| Other |
| Distributions |
| Interests in |
| | | |||
| Common | | Paid-in | | Comprehensive | | in Excess of | | Consolidated | | | | |||||
| Stock | | Capital | | Income (loss) | | Net Income | | Joint Ventures | | Total | ||||||
Balances, December 31, 2023 | $ | | | $ | | | $ | | | $ | ( | | $ | | | $ | |
Cash Distributions – common stock ($ | | — |
| | — |
| | — |
| | ( |
| | — |
| | ( |
Compensation expense – restricted stock and RSUs | | — |
| | |
| | — |
| | — |
| | — |
| | |
Shares issued through dividend reinvestment plan | | |
| | |
| | — |
| | — |
| | — |
| | |
Restricted stock vesting | | |
| | ( |
| | — |
| | — |
| | — |
| | — |
Contribution from non-controlling interest | | — | | | — | | | — | | | — | | | | | | |
Distributions to non-controlling interests | | — |
| | — |
| | — |
| | — |
| | ( |
| | ( |
Net income | | — |
| | — |
| | — |
| | |
| | |
| | |
Other comprehensive loss | | — |
| | — |
| | ( |
| | — |
| | — |
| | ( |
Balances, March 31, 2024 | $ | | | $ | | | $ | | | $ | ( | | $ | | | $ | |
See accompanying notes to consolidated financial statements.
4
ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in Thousands)
(Unaudited) (Continued on Next Page)
| | Three Months Ended | ||||
| | March 31, | ||||
| | 2025 |
| 2024 | ||
Cash flows from operating activities: | | | | | | |
Net income | | $ | | | $ | |
Adjustments to reconcile net income to net cash provided by operating activities: | | | | | | |
Gain on sale of real estate, net | | | ( | | | ( |
Increase in net amortization of unbilled rental income | | | ( | | | ( |
Amortization and write-off of intangibles relating to leases, net | | | ( | | | ( |
Amortization of restricted stock and RSU compensation expense | | | | | | |
Equity in earnings of unconsolidated joint ventures | | | ( | | | ( |
Depreciation and amortization | | | | | | |
Amortization and write-off of deferred financing costs | | | | | | |
Payment of leasing commissions | | | ( | | | ( |
Decrease in escrow, deposits, other assets and receivables | | | | | | |
Decrease in accrued expenses and other liabilities | | | ( | | | ( |
Net cash provided by operating activities | | | | | | |
| | | | | | |
Cash flows from investing activities: | | | | | | |
Purchase of real estate | | | ( | | | — |
Improvements to real estate | | | ( | | | ( |
Investments in ground leased property | | | ( | | | — |
Net proceeds from sale of real estate | | | | | | |
Distributions of capital from unconsolidated joint venture | | | | | | — |
Net cash (used in) provided by investing activities | | | ( | | | |
| | | | | | |
Cash flows from financing activities: | | | | | | |
Proceeds from mortgage financings | | | | | | |
Repayments of mortgages payable | | | ( | | | ( |
Scheduled amortization payments of mortgages payable | | | ( | | | ( |
Proceeds from bank line of credit | | | | | | — |
Issuance of shares through dividend reinvestment plan | | | | | | |
Payment of financing costs | | | ( | | | ( |
Capital contribution from non-controlling interest | | | — | | | |
Distributions to non-controlling interests | | | ( | | | ( |
Cash distributions to common stockholders | | | ( | | | ( |
Net cash provided by (used in) financing activities | | | | | | ( |
| | | | | | |
Net (decrease) increase in cash, cash equivalents and restricted cash | | | ( | | | |
Cash, cash equivalents and restricted cash at beginning of year | | | | | | |
Cash, cash equivalents and restricted cash at end of period | | $ | | | $ | |
| | | | | | |
Supplemental disclosure of cash flow information: | | | | | | |
Cash paid during the period for interest expense | | $ | | | $ | |
Supplemental disclosure of non-cash investing activity: | | | | | | |
Purchase accounting allocation - intangible lease assets | | $ | | | $ | — |
Purchase accounting allocation - intangible lease liabilities | | | ( | | | — |
5
ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in Thousands)
(Unaudited) (Continued)
The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the consolidated balance sheets that sum to the total of the same such amounts shown in the consolidated statements of cash flows:
| | Three Months Ended | ||||
| | March 31, | ||||
| | 2025 |
| 2024 | ||
Cash and cash equivalents | | $ | | | $ | |
Restricted cash included in escrow, deposits and other assets and receivables | | | | | | |
Total cash, cash equivalents and restricted cash shown in the consolidated statements of cash flows | | $ | | | $ | |
Restricted cash included in escrow, deposits and other assets and receivables represents 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 to consolidated financial statements.
6
ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
MARCH 31, 2025
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 March 31, 2025, OLP owns
NOTE 2 – SUMMARY ACCOUNTING POLICIES
Principles of Consolidation/Basis of Preparation
The accompanying unaudited consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and include all of the information and disclosures required by U.S. Generally Accepted Accounting Principles (“GAAP”) for interim reporting. Accordingly, they do not include all of the disclosures required by GAAP for complete financial statement disclosures. In the opinion of management, all adjustments of a normal recurring nature necessary for fair presentation have been included. The results of operations for the three months ended March 31, 2025 and 2024 are not necessarily indicative of the results for the full year. These statements should be read in conjunction with the consolidated financial statements and related notes included in OLP’s Annual Report on Form 10-K for the year ended December 31, 2024.
The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.
The consolidated financial statements include the accounts and operations of OLP, its wholly-owned subsidiaries, its joint ventures in which the Company, as defined, has a controlling interest, and variable interest entities (“VIEs”) of which the Company is the primary beneficiary. OLP and its consolidated subsidiaries are referred to herein as the “Company”. Material intercompany items and transactions have been eliminated in consolidation.
Purchase Accounting for Acquisition of Real Estate
In acquiring real estate, the Company evaluates whether substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets, and if that requirement is met, the asset group is accounted for as an asset acquisition and not a business combination. Transaction costs incurred with such asset acquisitions are capitalized to real estate assets and depreciated over the respectful useful lives.
The Company allocates the purchase price of real estate, including direct transaction costs applicable to an asset acquisition, among land, building, improvements and intangibles (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.
7
ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
MARCH 31, 2025 (CONTINUED)
NOTE 2 – SUMMARY ACCOUNTING POLICIES (CONTINUED)
Investment in Joint Ventures and Variable Interest Entities
The Financial Accounting Standards Board, or FASB, provides guidance for determining whether an entity is a VIE. VIEs are defined as entities in which equity investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support. A VIE is required to be consolidated by its primary beneficiary, which is the party that (i) has the power to control the activities that most significantly impact the VIE’s economic performance and (ii) has the obligation to absorb losses, or the right to receive benefits, of the VIE that could potentially be significant to the VIE.
The Company assesses the accounting treatment for each of its investments, including a review of each venture or limited liability company or partnership agreement, to determine the rights of each party and whether those rights are protective or participating. The agreements typically contain certain protective rights, such as the requirement of partner approval to sell, finance or refinance the property and to pay capital expenditures and operating expenditures outside of the approved budget or operating plan. In situations where, among other things, the Company and its partners jointly (i) approve the annual budget, (ii) approve certain expenditures, (iii) prepare or review and approve the joint venture’s tax return before filing, or (iv) approve each lease at a property, the Company does not consolidate as the Company considers these to be substantive participation rights that result in shared, joint power over the activities that most significantly impact the performance of the joint venture or property. Additionally, the Company assesses the accounting treatment for any interests pursuant to which the Company may have a variable interest as a lessor. Leases may contain certain protective rights, such as the right of sale and the receipt of certain escrow deposits.
The Company accounts for its investments in unconsolidated joint ventures under the equity method of accounting. All investments in unconsolidated joint ventures have sufficient equity at risk to permit the entity to finance its activities without additional subordinated financial support and, as a group, the holders of the equity at risk have power through voting rights to direct the activities of these ventures. As a result,
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 months ended March 31, 2025 and 2024, there were no such other-than-temporary 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.
8
ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
MARCH 31, 2025 (CONTINUED)
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 or 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 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 leases, 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):
| | Three Months Ended | ||||
| | March 31, | ||||
|
| 2025 |
| 2024 | ||
Fixed lease revenues | | $ | | $ | | |
Variable lease revenues | | | | | | |
Lease revenues (a) | | $ | | | $ | |
| (a) | Excludes amortization related to lease intangible assets and liabilities of $ |
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 March 31, 2025, the Company has assessed the collectability of all recorded lease revenues as probable.
Minimum Future Rents
As of March 31, 2025, 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.
From April 1 – December 31, 2025 | | $ | |
For the year ending December 31, | | | |
2026 | | | |
2027 | | | |
2028 | | | |
2029 | | | |
2030 | | | |
Thereafter | | | |
Total | | $ | |
9
ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
MARCH 31, 2025 (CONTINUED)
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
Office Lease
The Company is a lessee under a corporate office lease in Great Neck, New York, which is classified as an operating lease. The lease expires on December 31, 2031 and provides for a renewal
Minimum Future Lease Payments
As of March 31, 2025, the minimum future lease payments related to these operating leases are as follows (amounts in thousands):
From April 1 – December 31, 2025 | | $ | |
For the year ending December 31, | | | |
2026 | | | |
2027 | | | |
2028 | |
| |
2029 | |
| |
2030 | |
| |
Thereafter | |
| |
Total undiscounted cash flows | | $ | |
Present value discount | |
| ( |
Lease liability | | $ | |
The lease liability is included in Accrued expenses and other liabilities on the consolidated balance sheet.
10
ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
MARCH 31, 2025 (CONTINUED)
NOTE 4 – REAL ESTATE ACQUISITIONS
The following tables detail the Company’s real estate asset acquisitions and purchase price allocations during the three months ended March 31, 2025 (amounts in thousands):
| | | | Contract | | | | Capitalized | ||
| | | | Purchase | | | | Transaction | ||
Description of Industrial Property |
| Date Acquired |
| Price |
| Terms of Payment |
| Costs | ||
Multi-tenant (2 properties) | | | | | | | | | | |
Theodore, Alabama | | January 16, 2025 | | $ | | | Cash and $ | | $ | |
Amazon.com Services, LLC | | | | | | | | | | |
Wichita, Kansas | | February 6, 2025 | | | | | Cash and $ | | | |
Multi-tenant | | | | | | | | | | |
Council Bluffs, Iowa | | March 14, 2025 | | | | | Cash and $ | | | |
Totals for the three months ended March 31, 2025 | | $ | |
|
| | $ | | ||
| (a) | Simultaneously with the acquisition of these properties, the Company obtained new mortgage debt of $ |
| (b) | Simultaneously with the acquisition of this property, the Company obtained new mortgage debt of $ |
| (c) | Simultaneously with the acquisition of this property, the Company obtained new mortgage debt of $ |
| | | | | | | | | | | | | | | | | Rate (a) | ||
| | | | | Building & | | Intangible Lease | | | | | Market | | | |||||
Description of Industrial Property |
| Land |
| Improvements | | Asset |
| Liability | | Total | | Cap | | Discount | |||||
Multi-tenant (2 properties) | | | | | | | | | | | | | | | | | | | |
Theodore, Alabama | | $ | | | $ | | | $ | | | $ | ( | | $ | | | | ||
Amazon.com Services, LLC | | | | | | | | | | | | | | | | | | | |
Wichita, Kansas | | | | | | | | | | | | ( | | | | | | ||
Multi-tenant | | | | | | | | | | | | | | | | | | | |
Council Bluffs, Iowa | | | | | | | | | | | | ( | | | | | | ||
Totals for the three months ended March 31, 2025 | | $ | | | $ | | | $ | | | $ | ( | | $ | | | | | |
| (a) | The fair value of the tangible assets and lease-related intangibles 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 12). |
11
ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
MARCH 31, 2025 (CONTINUED)
NOTE 5 – SALES OF PROPERTIES
The following table details the Company’s sales of real estate during the three months ended March 31, 2025 and 2024 (amounts in thousands):
| | | | | | Gross | | (Loss) Gain on Sale | | ||
Description of Property | | City, State | | Date Sold | | Sales Price | | of Real Estate, Net | | ||
Land and improvements (a) | | Lakewood, Colorado | | January 16, 2025 | | $ | | | $ | ( | (a) |
Hooters restaurant property | | Concord, North Carolina | | January 21, 2025 | | | | | | | (b) |
Totals for the three months ended March 31, 2025 | $ | | | $ | | | |||||
| | | | | | | | | | | |
Hacienda Colorado restaurant parcel (c) | | Lakewood, Colorado | | March 6, 2024 | | $ | | (c) | $ | | (c) |
Totals for the three months ended March 31, 2024 | $ | | | $ | | | |||||
| (a) | A consolidated joint venture, in which the Company holds a |
| (b) | As a result of this sale, the Company wrote-off, as a reduction to Gain on sale of real estate, net, an aggregate of $ |
| (c) | A consolidated joint venture, in which the Company holds a |
NOTE 6 – INVESTMENT IN UNCONSOLIDATED JOINT VENTURES
As of March 31, 2025 and December 31, 2024, the Company participated in
12
ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
MARCH 31, 2025 (CONTINUED)
NOTE 7 – VARIABLE INTEREST ENTITIES, CONSOLIDATED JOINT VENTURES AND CONTINGENT LIABILITY
Variable Interest Entities – Consolidated Joint Ventures
The Company has determined the
The following is a summary of the consolidated VIEs’ carrying amounts and classification in the Company’s consolidated balance sheets, none of which are restricted (amounts in thousands):
| | March 31, | | December 31, | ||
|
| 2025 |
| 2024 | ||
Land | | $ | | | $ | |
Buildings and improvements, net of accumulated depreciation of $ | | | | | | |
Cash | | | | | | |
Unbilled rent receivable | | | | | | |
Unamortized intangible lease assets, net | | | | | | |
Escrow, deposits and other assets and receivables | | | | | | |
Mortgages payable, net of unamortized deferred financing costs of $ | | | | | | |
Accrued expenses and other liabilities | | | | | | |
Unamortized intangible lease liabilities, net | | | | | | |
Accumulated other comprehensive income | | | — | | | — |
Non-controlling interests in consolidated joint ventures | | | | | | |
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.
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 such ground lease rental income has been collected since October 2020
As of March 31, 2025, the VIE’s maximum exposure to loss was $
13
ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
MARCH 31, 2025 (CONTINUED)
NOTE 8 – DEBT OBLIGATIONS
Mortgages Payable
The following table details the Mortgages payable, net, balances per the consolidated balance sheets (amounts in thousands):
| | March 31, | | December 31, | ||
|
| 2025 |
| 2024 | ||
Mortgages payable, gross | | $ | | | $ | |
Unamortized deferred financing costs | |
| ( | |
| ( |
Unamortized mortgage intangible assets | | | ( | | | ( |
Mortgages payable, net | | $ | | | $ | |
The following table sets forth, as of March 31, 2025, scheduled principal repayments with respect to the Company’s mortgage debt during the nine months ending December 31, 2025 and for each of the subsequent twelve months through maturity (amounts in thousands):
|
| 2025 |
| 2026 |
| 2027 |
| 2028 |
| 2029 |
| Thereafter |
| Total | |||||||
Amortization payments | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | |
Principal due at maturity | |
| | |
| | |
| | |
| | |
| | |
| | |
| |
Total | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | |
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 $
The facility, which matures December 31, 2026, provides for an interest rate equal to
At March 31, 2025 and May 1, 2025, $
At March 31, 2025 and December 31, 2024, the Company had unamortized deferred financing costs of $
14
ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
MARCH 31, 2025 (CONTINUED)
NOTE 9 – RELATED PARTY TRANSACTIONS
Compensation and Services Agreement
Pursuant to the compensation and services agreement with Majestic Property Management Corp. (“Majestic”), Majestic provides the Company with certain (i) executive, administrative, legal, accounting, clerical, property management, property acquisition, consulting (i.e., sale, leasing, brokerage, and mortgage financing), and construction supervisory services (collectively, the “Services”) and (ii) facilities and other resources. Majestic is wholly-owned by the Company’s vice- chairman and it provides compensation to several of the Company’s executive officers.
In consideration for the Services, the Company paid Majestic $
Executive officers and others providing services to the Company under the compensation and services agreement were awarded shares of restricted stock and restricted stock units (“RSUs”) under the Company’s stock incentive plans (described in Note 10). The related expense charged to the Company’s operations was $
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
The Company paid an aggregate of $
Other
During the three months ended March 31, 2025 and 2024, the Company paid quarterly fees of (i) $
The Company obtains its property insurance in conjunction with Gould Investors L.P. (“Gould Investors”), a related party, and reimburses Gould Investors annually for the Company’s insurance cost relating to its properties. Included in Real estate expenses on the consolidated statements of income is insurance expense of $
15
ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
MARCH 31, 2025 (CONTINUED)
NOTE 10 – STOCKHOLDERS’ EQUITY
Common Stock Dividend
On March 5, 2025, the Board of Directors declared a quarterly cash dividend of $
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
Stock Repurchase Program
The Board of Directors authorized a repurchase program pursuant to which the Company can repurchase shares of its common stock in open-market, through privately negotiated transactions or otherwise.
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
The following details the shares subject to awards that are outstanding under the Plans as of March 31, 2025:
| | Restricted | | | | |
| | Stock | | RSUs | | Totals |
2022 Incentive Plan | | | | | | |
2019 Incentive Plan (a) | | | | — | | |
Totals | | | | | | |
| (a) |
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
16
ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
MARCH 31, 2025 (CONTINUED)
NOTE 10 – STOCKHOLDERS’ EQUITY (CONTINUED)
RSUs
The following table reflects the RSUs outstanding as of March 31, 2025:
|
| 2024 Grant | | | 2023 Grant | | 2022 Grant |
RSUs outstanding (a)(b) | | | | | | | |
Vesting date (c)(d) | | 6/30/2027 | | | 6/30/2026 | | 6/30/2025 |
| (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) |
| (c) | Generally, the recipient must maintain a relationship with the Company during the applicable |
| (d) | 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. |
The Metrics and other material terms and conditions of the RSUs are as follows:
| | | | | | Performance Criteria (a) | ||
Year RSU Granted | | Metric | | Weight | | Minimum | | Maximum |
2022 - 2024 (b)(c) | | ROC Metric (d) | | | Average annual of at least | | Average annual of at least | |
| | TSR Metric (e) | | | Average annual of at least | | Average annual of at least | |
| (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 |
| (d) | 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. |
| (e) | 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 service period. |
As of March 31, 2025, based on performance and market assumptions, the fair value of the RSUs granted in 2024, 2023 and 2022 is $
17
ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
MARCH 31, 2025 (CONTINUED)
NOTE 10 – STOCKHOLDERS’ EQUITY (CONTINUED)
The following is a summary of the activity of the Plans:
| | Three Months Ended | ||||
| | March 31, | ||||
|
| 2025 |
| 2024 | ||
Restricted stock: | | | | | | |
Number of shares granted | | | | | | |
Average per share grant price | | $ | | | $ | |
Deferred compensation to be recognized over vesting period | | $ | | | $ | |
| | | | | | |
Number of non-vested shares: | | | | | | |
Non-vested beginning of the period | | | | | | |
Grants | | | | | | |
Vested during the period | | | ( | | | ( |
Forfeitures | | | ( | | | — |
Non-vested end of the period | | | | | | |
| | | | | | |
RSUs: (a) | | | | | | |
Number of non-vested shares: | | | | | | |
Non-vested beginning of the period | | | | | | |
Grants | | | | | | |
Vested during the period | | | — | | | — |
Forfeitures | | | — | | | — |
Non-vested end of the period | | | | | | |
| | | | | | |
Restricted stock and RSU grants (based on grant price): | | | | | | |
Weighted average per share value of non-vested shares | | $ | | | $ | |
Value of stock vested during the period | | $ | | | $ | |
Weighted average per share value of shares forfeited during the period | | $ | | | $ | |
| | | | | | |
Total charge to operations: | | | | | | |
Outstanding restricted stock grants | | $ | | | $ | |
Outstanding RSUs | | | | | | |
Total charge to operations | | $ | | | $ | |
| (a) | There were |
As of March 31, 2025, total compensation costs of $
18
ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
MARCH 31, 2025 (CONTINUED)
NOTE 11 – EARNINGS PER COMMON SHARE
Basic earnings per share was determined by dividing net income allocable to common stockholders for each period by the weighted average number of shares of common stock outstanding during the applicable period. Net income is also allocated to the unvested restricted stock outstanding during each period, as the restricted stock is entitled to receive dividends and is therefore considered a participating security. As of March 31, 2025, the shares of common stock underlying the RSUs (see Note 10) 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):
| | Three Months Ended | ||||
| | March 31, | ||||
|
| 2025 |
| 2024 | ||
Numerator for basic and diluted earnings per share: | | | | | | |
Net income | | $ | | | $ | |
Deduct net income attributable to non-controlling interests | |
| ( | |
| ( |
Deduct earnings allocated to unvested restricted stock (a) | |
| ( | | | ( |
Net income available for common stockholders: basic and diluted | | $ | | | $ | |
| | | | | | |
Denominator for basic earnings per share: | | | | | | |
Weighted average number of common shares outstanding | |
| | | | |
Effect of dilutive securities: RSUs | |
| | | | |
Denominator for diluted earnings per share: | | | | | | |
Weighted average number of shares | |
| | |
| |
| | | | | | |
Earnings per common share: basic | | $ | | | $ | |
Earnings per common share: diluted | | $ | | | $ | |
| (a) | Represents an allocation of distributed earnings to unvested restricted stock that, as participating securities, are entitled to receive dividends. |
19
ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
MARCH 31, 2025 (CONTINUED)
NOTE 11 – EARNINGS PER COMMON SHARE (CONTINUED)
The following table identifies the number of shares of common stock underlying the RSUs that are included in the calculation, on a diluted basis, of the weighted average number of shares of common stock for such periods:
Three Months Ended March 31, 2025: | ||||||||||
|
| 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) | | | | | | | | | | |
July 1, 2023 (c) |
| | | | | | | | | |
July 1, 2022 (c) |
| | | | | | | | | |
Totals |
| |
| |
| |
| |
| |
Three Months Ended March 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 1, 2023 (c) |
| | | | | | | | | |
July 1, 2022 (c) |
| | | | | — | | | | |
August 3, 2021 (d) | | | | | | — | | | | |
Totals |
| |
| |
| |
| |
| |
| (a) | Reflects the number of shares underlying RSUs that would be issued assuming the measurement date used to determine whether the applicable conditions are satisfied is March 31 of the applicable period. |
| (b) | 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 10). |
| (d) | With respect to the RSUs awarded August 3, 2021, |
20
ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
MARCH 31, 2025 (CONTINUED)
NOTE 12 – FAIR VALUE MEASUREMENTS
The Company measures the fair value of financial instruments based on the assumptions that market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, a fair value hierarchy distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity and the reporting entity’s own assumptions about market participant assumptions. In accordance with the fair value hierarchy, Level 1 assets/liabilities are valued based on quoted prices for identical instruments in active markets, Level 2 assets/liabilities are valued based on quoted prices in active markets for similar instruments, on quoted prices in less active or inactive markets, or on other “observable” market inputs and Level 3 assets/liabilities are valued based significantly on “unobservable” market inputs.
The carrying amounts of cash and cash equivalents, escrow, deposits and other assets and receivables (excluding interest rate swaps), dividends payable, and accrued expenses and other liabilities, 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):
| | March 31, | | | December 31, | | ||
|
| 2025 |
| | 2024 |
| ||
Fair value of mortgages payable (a) | | $ | | | | $ | | |
Carrying value of mortgages payable, gross | | $ | | | | $ | | |
Fair value less than the carrying value | | $ | ( | | | $ | ( | |
Blended market interest rate (a) | | | | % | | | | % |
Weighted average interest rate | | | | % | | | | % |
Weighted average remaining term to maturity (years) | | | | | | | | |
| (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. |
At March 31, 2025, the $
Considerable judgment is necessary to interpret market data and develop estimated fair value. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts.
Fair Value on a Recurring Basis
As of March 31, 2025, the Company had in effect
Fair values are approximated using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of the derivatives. This fair value 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 March 31, 2025, 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.
21
ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
MARCH 31, 2025 (CONTINUED)
NOTE 12 – FAIR VALUE MEASUREMENTS (CONTINUED)
The Company does not currently own any financial instruments that are measured on a recurring basis and that are classified as Level 1 or 3.
The carrying and fair value of the Company’s derivative financial instruments was $
The following table presents the effect of the Company’s derivative financial instruments on the consolidated statements of income for the periods presented (amounts in thousands):
| | Three Months Ended | ||||
| | March 31, | ||||
|
| 2025 | | 2024 | ||
Amount of gain recognized on derivatives in other comprehensive income | | $ | | | $ | |
Amount of reclassification from Accumulated other comprehensive income into Interest expense | | | | | | |
During the twelve months ending March 31, 2026, the Company estimates an additional $
The derivative agreements in effect at March 31, 2025 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 13 – SEGMENT REPORTING
Substantially all of the Company’s real estate assets, at acquisition, are comprised of real estate owned that is leased to tenants on a long-term basis. Therefore, the Company aggregates real estate assets for reporting purposes and operates in
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.
NOTE 14 – 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.
NOTE 15 – SUBSEQUENT EVENTS
Subsequent events have been evaluated and except as disclosed herein, there were no other events relative to the consolidated financial statements that require additional disclosure.
22
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Cautionary Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q, together with other statements and information publicly disseminated by us, contain certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. We intend such forward-looking statements to be covered by the safe harbor provision for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and include this statement for purposes of complying with these safe harbor provisions. Forward-looking statements, which are based on certain assumptions and describe our future plans, strategies and expectations, are generally identifiable by use of the words “may,” “will,” “could,” “believe,” “expect,” “intend,” “anticipate,” “estimate,” “project,” or similar expressions or variations thereof and include, without limitations, statements regarding our future estimated rental income, funds from operations, adjusted funds from operations and our dividend. Among other things, forward looking statements with respect to (i) estimates of base rent and rental income exclude variable rent (including tenant reimbursements) and the adjustments required by GAAP to present rental income, (ii) estimates of base rent 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; |
| ● | 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 |
23
| ● | the other risks, uncertainties and factors described in the reports and documents we file with the SEC including the risks, uncertainties and factors described in our Annual Report on Form 10-K for the year ended December 31, 2024 (the “Annual Report”) under the caption “Item 1A. Risk Factors” for a discussion of certain factors which may cause actual results to differ materially from current. |
Actual results may also differ from expectations because, among other things, estimates of rental income exclude any related variable rent, anticipated property purchases, sales and/or financings may not be completed on the terms or during the period indicated or at all, and estimates of gains from property sales and financings are subject to adjustment because actual closing costs may differ from the estimated costs.
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.
Challenges and Uncertainties Facing Certain Tenants and Properties
We face challenges (i) due to the volatile economic environment (including the impact of threatened and/or imposed tariffs, and the related possibility of trade wars and the impact of the foregoing on us and in particular, on our seaport based industrial/warehouse properties), and (ii) The Vue, our Beachwood, Ohio property. Our cash flow and profitability will be adversely impacted if these issues are not resolved in a satisfactory manner.
Overview
We are a self-administered and self-managed real estate investment trust, or REIT. To qualify as a REIT, under the Internal Revenue Code of 1986, as amended, we must meet a number of organizational and operational requirements, including a requirement that we distribute currently at least 90% of ordinary taxable income to our stockholders. We intend to comply with these requirements and to maintain our REIT status.
We acquire, own and manage 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 March 31, 2025, we own 105 properties (including two properties owned by consolidated joint ventures and two properties owned by unconsolidated joint ventures) located in 32 states. Based on square footage, our occupancy rate at March 31, 2025 is approximately 98.5%.
We face a variety of risks and challenges in our business, including the possibility we will not be able to: acquire or dispose of properties on acceptable terms, 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.
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. Substantially all of our mortgage debt either bears interest at fixed rates or is subject to interest rate swaps, limiting our exposure to fluctuating interest rates on our outstanding mortgage debt.
We monitor the risk of tenant non-payments through a variety of approaches tailored to the applicable situation. Generally, based on our assessment of the credit risk posed by our tenants, we monitor a tenant’s financial condition through one or more of the following actions: reviewing tenant financial statements or other financial information, obtaining other tenant related information, changes in tenant payment patterns, regular contact with tenant’s representatives, tenant credit
24
checks and regular management reviews of our tenants. We have in the past, and we may in the future, sell a property if the tenant’s financial condition is unsatisfactory.
In acquiring and disposing of properties, among other things, we evaluate the terms of the leases, the credit of the existing tenants, the terms and conditions of the related financing arrangement (including any contemplated financing) and engage in a fundamental analysis of the real estate to be bought or sold. This fundamental analysis takes into account, among other things, the estimated value of the property, local competition and demographics, and the ability to re-rent or dispose of the property on favorable terms upon lease expiration or early termination. In addition, in evaluating property sales, we take into account, among other things, the property type (i.e., industrial, retail or other), our perception of the property’s long-term prospects (including the likelihood for, and the extent of, any further appreciation or diminution in value), the term remaining on the related lease and mortgage debt, the price and other terms and conditions for the sale of such property and the returns anticipated to be generated from the reinvestment of the net proceeds to us from such property sale.
Our 2025 base rent is approximately $77.4 million and represents, after giving effect to any abatements, concessions, deferrals or adjustments, the base rent (excluding tenant reimbursements) payable to us during the year ending December 31, 2025 under leases in effect at March 31, 2025. Base rent (i) excludes $233,000 representing our share of the base rent payable to our joint ventures and (ii) includes $235,000 of base rent from Hooters, a restaurant tenant at our Myrtle Beach, South Carolina property which filed for bankruptcy protection in April 2025.
The following table sets forth scheduled expirations of leases at our properties as of March 31, 2025 for the years indicated below:
| | | | | | | | | |
| | | | Approximate | | | | Percentage of | |
| | Number of | | Square Footage | | 2025 Base Rent | | 2025 Base Rent | |
| | Expiring | | Subject to | | Under | | Represented by | |
Year of Lease Expiration (a) |
| Leases |
| Expiring Leases (b) |
| Expiring Leases |
| Expiring Leases | |
2025 |
| 7 | | 318,319 | | $ | 1,797,000 | | 2.3 |
2026 |
| 14 | | 902,154 | |
| 5,164,000 | | 6.7 |
2027 |
| 33 | | 2,127,122 | |
| 14,253,000 | | 18.4 |
2028 |
| 24 | | 1,817,934 | |
| 12,435,000 | | 16.1 |
2029 |
| 19 | | 1,703,799 | |
| 9,864,000 | | 12.7 |
2030 |
| 19 | | 900,904 | |
| 8,844,000 | | 11.4 |
2031 |
| 13 | | 1,276,232 | |
| 7,260,000 | | 9.4 |
2032 |
| 11 | | 677,222 | |
| 5,587,000 | | 7.2 |
2033 |
| 9 | | 853,179 | |
| 7,644,000 | | 9.9 |
2034 | | 9 | | 225,884 | | | 2,395,000 | | 3.1 |
2035 and thereafter |
| 4 | | 629,880 | |
| 2,155,000 | | 2.8 |
|
| 162 |
| 11,432,629 | | $ | 77,398,000 |
| 100.0 |
| (a) | Lease expirations assume tenants do not exercise existing renewal or termination options. |
| (b) | Excludes an aggregate of 178,817 square feet of vacant space. |
25
Property Transactions
Acquisitions during the three months ended March 31, 2025
We acquired the following properties (amounts in thousands):
| | | | Contract | | Capitalized | | | | | | | | | ||
| | | | Purchase | | Transaction | | Mortgage | ||||||||
Description of Industrial Property |
| Date Acquired |
| Price |
| Costs |
| Amount |
| Interest Rate (a) |
| Maturity (a) | ||||
Multi-tenant (2 Properties) | | | | | | | | | | | | | | | | |
Theodore, Alabama | | January 16, 2025 | | $ | 49,000 | | $ | 197 | | $ | 29,000 | | 6.12 | % | | 2035 |
Amazon.com Services, LLC | | | | | | | | | | | | | | | | |
Wichita, Kansas | | February 6, 2025 | | | 13,300 | | | 230 | | | 7,500 | | 6.09 | % | | 2030 |
Multi-tenant | | | | | | | | | | | | | | | | |
Council Bluffs, Iowa | | March 14, 2025 | | | 26,000 | (b) | | 111 | | | 15,600 | | 6.42 | % | | 2035 |
Totals for the three months ended March 31, 2025 | | $ | 88,300 | | $ | 538 |
| $ | 52,100 |
| | |
| | ||
| (a) | The weighted average interest rate is 6.2% (interest only for five years) and the weighted average term to maturity is 9.2 years. |
| (b) | We borrowed $5,000 under our line of credit in connection with this acquisition. |
These properties contributed $1.1 million of rental income, net, $670,000 of operating expenses (including depreciation and amortization expense of $512,000) and $492,000 of mortgage interest expense during the period ended March 31, 2025. We estimate that commencing April 1, 2025, the quarterly rental income (excluding variable lease revenues), depreciation and amortization expense and mortgage interest expense from these properties will be $1.6 million, $850,000 and $810,000, respectively.
Sales during the three months ended March 31, 2025
We sold the following properties (amounts in thousands):
| | | | | | | | | (Loss)/Gain on | | ||
| | | | | | Gross Sales | | | Sale of Real | | ||
Description of Property | | City, State | | Date Sold | | Price | | | Estate, net | | ||
Land and improvements | | Lakewood, Colorado | | January 16, 2025 | | $ | 400 | | | $ | (44) | |
Hooters restaurant property (a) | | Concord, North Carolina | | January 21, 2025 | | | 3,253 | | | | 1,154 | |
| | | | | | $ | 3,653 | | | $ | 1,110 | |
| (a) | This property contributed $11 and $52 in rental income, net and $1 and $13 in depreciation and amortization expense during the three months ended March 31, 2025 and 2024, respectively. |
26
Results of Operations
Total revenues
The following table compares total revenues for the periods indicated:
| | Three Months Ended | | | | | | ||||
| | March 31, | | Increase | | | |||||
(Dollars in thousands) |
| 2025 |
| 2024 |
| (Decrease) |
| % Change | |||
Rental income, net | | $ | 24,170 | | $ | 22,446 | | $ | 1,724 |
| 7.7 |
Lease termination fee | | | — | | | 250 | | | (250) |
| (100.0) |
Total revenues | | $ | 24,170 | | $ | 22,696 | | $ | 1,474 |
| 6.5 |
Rental income, net
The following table details the components of rental income, net, for the periods indicated:
| | Three Months Ended | | | | | | ||||
| | March 31, | | Increase | | | |||||
(Dollars in thousands) |
| 2025 |
| 2024 |
| (Decrease) |
| % Change | |||
Acquisitions (a) | | $ | 2,227 | | $ | — | | $ | 2,227 | | n/a |
Dispositions (b) | | | 11 | | | 1,069 | | | (1,058) | | (99.0) |
Same store (c) | | | 21,932 | | | 21,377 | | | 555 | | 2.6 |
Rental income, net | | $ | 24,170 | | $ | 22,446 | | $ | 1,724 | | 7.7 |
| (a) | Represents rental income from seven properties acquired since January 1, 2024. |
| (b) | Represents rental income from 11 properties sold since January 1, 2024. |
| (c) | Represents rental income from 96 properties that were owned for the entirety of the periods presented. |
Changes at same store properties
The change in same store rental income is due primarily to increases of:
| - | $362,000 from lease amendments and/or extensions at several properties, |
| - | $316,000 in tenant reimbursements, of which $249,000 relates to operating expenses (i.e., common area maintenance and utilities) generally incurred during such period, and |
| - | $265,000 due to new tenants at several properties. |
The increases were offset by decreases in rental income of:
| - | $288,000 from lease expirations at various properties, a majority for which we have entered into new leases with replacement tenants, and |
| - | $104,000 related to lease intangibles at several properties that prior to March 31, 2025 were fully amortized. |
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 due to the early termination of a lease in connection with the sale of the related restaurant parcel.
27
Operating Expenses
The following table compares operating expenses for the periods indicated:
| | Three Months Ended | | | | | | ||||
| | March 31, | | Increase | | | |||||
(Dollars in thousands) |
| 2025 |
| 2024 |
| (Decrease) |
| % Change | |||
Operating expenses: |
| |
|
| |
|
| |
|
|
|
Depreciation and amortization | | $ | 6,545 | | $ | 6,021 | | $ | 524 |
| 8.7 |
Real estate expenses | |
| 5,038 | |
| 4,470 | |
| 568 |
| 12.7 |
General and administrative | |
| 4,170 | |
| 3,923 | |
| 247 |
| 6.3 |
State tax (benefit) expense | |
| (94) | |
| 63 | |
| (157) |
| (249.2) |
Total operating expenses | | $ | 15,659 | | $ | 14,477 | | $ | 1,182 |
| 8.2 |
Depreciation and amortization. The increase is due primarily to (i) $947,000 from the properties acquired since January 1, 2024, and (ii) $150,000 from improvements at several properties.
The increase was offset primarily by (i) the inclusion, in the corresponding 2024 period, of $353,000 from the properties sold since January 1, 2024, and (ii) decreases of $239,000 related to tenant origination costs at several properties that prior to March 31, 2025 were fully amortized.
Real estate expenses. The increase is due primarily to (i) $394,000 primarily related to common area maintenance and utilities at several properties, none of which were individually significant, and (ii) $357,000 from the properties acquired since January 1, 2024.
The increase was offset by the inclusion, in the corresponding 2024 period, of $183,000 from the properties sold since January 1, 2024.
A substantial portion of real estate expenses is rebilled to tenants and is included in Rental income, net, on the consolidated statements of income.
General and administrative. The change is due primarily to an increase in compensation expense of $169,000 from (i) higher levels of payroll and payroll-related expenses, and (ii) non-cash expense from the amortization of our restricted stock and RSUs.
State Tax (Benefit) Expense. During the three months ended March 31, 2025, our state tax expense was offset by a $135,000 refund from Tennessee related to franchise taxes paid in 2023, as the state amended the method of calculating such taxes, resulting in an overpayment in such year.
Gain on sale of real estate, net
The following table compares gain on sale of real estate, net for the periods indicated:
| | Three Months Ended | | | | | | ||||
| | March 31, | | Increase | | | |||||
(Dollars in thousands) |
| 2025 |
| 2024 |
| (Decrease) |
| % Change | |||
Gain on sale of real estate, net | | $ | 1,110 | | $ | 1,784 | | $ | (674) |
| (37.8) |
The $1.1 million gain in the 2025 period was primarily related to the sale of a restaurant property in Concord, North Carolina.
The $1.8 million gain in the 2024 period was realized from the sale of a restaurant parcel at our Lakewood, Colorado multi-tenant shopping center which is owned through a consolidated joint venture in which we have a 90% interest. The non-controlling interest’s share of this gain was $178,000.
28
Other Income and Expenses
The following table compares other income and expenses for the periods indicated:
| | Three Months Ended | | | | | | ||||
| | March 31, | | Increase | | % | |||||
(Dollars in thousands) |
| 2025 |
| 2024 |
| (Decrease) |
| Change | |||
Other income and expenses: | | | | | | | | | | | |
Equity in earnings of unconsolidated joint ventures | | $ | 25 | | $ | 53 | | $ | (28) | | (52.8) |
Other income | | | 188 | | | 267 | | | (79) | | (29.6) |
Interest: | | | | | | | | | | | |
Expense | | | (5,432) | | | (4,717) | | | 715 | | 15.2 |
Amortization and write-off of deferred financing costs | | | (233) | | | (226) | | | 7 | | 3.1 |
Interest expense. The following table compares interest expense for the periods indicated:
| | Three Months Ended | | | | | | ||||
| | March 31, | | Increase | | % | |||||
(Dollars in thousands) |
| 2025 |
| 2024 |
| (Decrease) |
| Change | |||
Interest expense: | | |
|
| |
|
| |
|
|
|
Mortgage interest | | $ | 5,355 | | $ | 4,654 | | $ | 701 |
| 15.1 |
Credit line interest | | | 77 | | | 63 | | | 14 |
| 22.2 |
Total | | $ | 5,432 | | $ | 4,717 | | $ | 715 |
| 15.2 |
Mortgage interest
The following table reflects the average interest rate on the average principal amount of outstanding mortgage debt for the periods indicated:
| | Three Months Ended | | | | | | ||||
| | March 31, | | Increase | | % | |||||
(Dollars in thousands) |
| 2025 |
| 2024 |
| (Decrease) |
| Change | |||
Weighted average principal amount | | $ | 458,106 | | $ | 423,422 | | $ | 34,684 |
| 8.2 |
Weighted average interest rate | | | 4.65 | % | | 4.36 | % | | 0.29 | % | 6.5 |
The increase in mortgage interest is due to increases in the weighted average principal amount of mortgage debt outstanding and the weighted average interest rate.
29
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. Our available liquidity at May 1, 2025, was $96.4 million, including $8.9 million of cash and cash equivalents (including the credit facility’s required minimum $3.0 million average deposit maintenance balance) and up to $87.5 million available under our credit facility. At May 1, 2025, the facility is available for the acquisition of commercial real estate, repayment of mortgage debt, and up to $32.5 million for renovation and operating expense purposes.
Liquidity and Financing
We expect to meet our short-term (i.e., one year or less) and long-term (i) operating cash requirements (including debt service and anticipated dividend payments) principally from cash flow from operations, our available cash and cash equivalents, proceeds from and, to the extent permitted and needed, our credit facility and (ii) investing and financing cash requirements (including an estimated aggregate of $2.5 million of capital expenditures) from the foregoing, as well as property financings, property sales and sales of our common stock.
At March 31, 2025, we had 64 outstanding mortgages payable secured by 66 properties in the aggregate principal amount of $470.8 million (before netting unamortized deferred financing costs of $4.2 million and mortgage intangibles of $633,000). These mortgages represent first liens on individual real estate investments with an aggregate carrying value of $741.4 million, before accumulated depreciation of $132.5 million. After giving effect to interest rate swap agreements, the mortgage payments bear interest at fixed rates ranging from 3.05% to 6.78% (a 4.78% weighted average interest rate) and mature between 2025 and 2047 (a 6.3 year weighted average remaining term to maturity).
The following table sets forth, as of March 31, 2025, information with respect to our mortgage debt that is payable during the nine months ending December 31, 2025 and for each of the subsequent twelve months through December 31, 2028:
(Dollars in thousands) |
| 2025 |
| 2026 | | 2027 |
| 2028 |
| Total |
| |||||
Amortization payments | | $ | 8,291 | | $ | 11,038 | | $ | 9,999 | | $ | 9,356 | | $ | 38,684 | |
Principal due at maturity | |
| 13,129 | (a) |
| 18,461 | |
| 44,332 | |
| 30,155 | |
| 106,077 | |
Total | | $ | 21,420 | | $ | 29,499 | | $ | 54,331 | | $ | 39,511 | | $ | 144,761 | |
| | | | | | | | | | | | | | | | |
Weighted average interest rate on principal due at maturity | | | 4.18 | % | | 3.91 | % | | 4.05 | % | | 4.64 | % | | 4.21 | % |
(1)
| (a) | $9,400 matures in June 2025. |
We intend to make debt amortization payments from operating cash flow and, although no assurance can be given that we will be successful in this regard, generally intend to refinance, extend or pay off the mortgage loans which mature from 2025 through 2028. We generally 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.
30
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. 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 the three months ended March 31, 2025 and 2024. 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. The interest rate on the facility was 6.07% at both March 31, 2025 and May 1, 2025.
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. At March 31, 2025, we were in compliance with the covenants under this facility.
Off-Balance Sheet Financing Arrangement
We own a land parcel located in Beachwood, Ohio which is improved by a multi-family complex (i.e., The Vue Apartments) that we ground lease to the owner/operator of such complex. This ground lease did not generate any rental income during the past several years. At March 31, 2025, the carrying value of the land on our balance sheet was approximately $17.4 million; our leasehold position is subordinate to $61.9 million of mortgage debt incurred by our tenant, the owner/operator of the multi-family complex. In addition, we have agreed, in our discretion, to fund certain capital expenditures and operating cash flow shortfalls at this property. We do not believe that this type of off-balance sheet arrangement has been or will be material to our liquidity and capital resource positions, except to the extent we determine to continue to fund the capital expenditures required by, and the operating cash flow shortfalls at, this property. See Note 7 to our consolidated financial statements for additional information regarding this arrangement.
Application of Critical Accounting Estimates
A complete discussion of our critical accounting estimates is included in our Annual Report. There have been no changes in such estimates.
31
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 predictability over time. In fact, real estate values have historically risen and fallen with market conditions. As a result, we believe that FFO and AFFO provide a performance measure that when compared year over year, should reflect the impact to operations from trends in occupancy rates, rental rates, operating costs, interest costs and other matters without the inclusion of depreciation and amortization, providing a perspective that may not be necessarily apparent from net income. We also consider FFO and AFFO to be useful to us in evaluating potential property acquisitions.
FFO and AFFO do not represent net income or cash flows from operations as defined by GAAP. FFO and AFFO and should not be considered to be an alternative to net income as a reliable measure of our operating performance; nor should FFO and AFFO be considered an alternative to cash flows from operating, investing or financing activities (as defined by GAAP) as measures of liquidity. FFO and AFFO do not measure whether cash flow is sufficient to fund all of our cash needs, including principal amortization, capital improvements and distributions to stockholders.
Management recognizes that there are limitations in the use of FFO and AFFO. In evaluating our performance, management is careful to examine GAAP measures such as net income and cash flows from operating, investing and financing activities.
32
The tables below 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 periods indicated (dollars in thousands, except per share amounts):
| | Three Months Ended | ||||
| | March 31, | ||||
|
| 2025 | | 2024 | ||
GAAP net income attributable to One Liberty Properties, Inc. | | $ | 4,155 | | $ | 5,155 |
Add: depreciation and amortization of properties | |
| 6,334 | | | 5,832 |
Add: our share of depreciation and amortization of unconsolidated joint ventures | |
| 6 | | | 6 |
Add: amortization of deferred leasing costs | |
| 211 | | | 189 |
Add: our share of amortization of deferred leasing costs of unconsolidated joint ventures | |
| 1 | | | — |
Deduct: gain on sale of real estate, net | |
| (1,110) | |
| (1,784) |
Adjustments for non-controlling interests | |
| (24) | | | 161 |
NAREIT funds from operations applicable to common stock | |
| 9,573 | |
| 9,559 |
Deduct: straight-line rent accruals and amortization of lease intangibles | |
| (654) | | | (661) |
Deduct: our share of straight-line rent accruals and amortization of lease intangibles of unconsolidated joint ventures | |
| (22) | | | (1) |
Deduct: lease termination fee income | | | — | | | (250) |
Deduct: other income and income on settlement of litigation | | | (27) | | | (27) |
Add: amortization of restricted stock and RSU compensation | |
| 1,346 | |
| 1,272 |
Add: amortization and write-off of deferred financing costs | |
| 233 | |
| 226 |
Add: amortization of lease incentives | | | 30 | | | 30 |
Add: amortization of mortgage intangible assets | | | 34 | | | 34 |
Adjustments for non-controlling interests | |
| (3) | | | 28 |
Adjusted funds from operations applicable to common stock | | $ | 10,510 | | $ | 10,210 |
| | Three Months Ended | ||||
| | March 31, | ||||
|
| 2025 |
| 2024 | ||
GAAP net income attributable to One Liberty Properties, Inc. | | $ | .18 | | $ | .23 |
Add: depreciation and amortization of properties | |
| .30 | | | .28 |
Add: our share of depreciation and amortization of unconsolidated joint ventures | |
| — | | | — |
Add: amortization of deferred leasing costs | |
| .01 | | | .01 |
Add: our share of amortization of deferred leasing costs of unconsolidated joint ventures | |
| — | | | — |
Deduct: gain on sale of real estate, net | |
| (.05) | | | (.08) |
Adjustments for non-controlling interests | |
| — | | | .01 |
NAREIT funds from operations per share of common stock (a) | |
| .44 | |
| .45 |
Deduct: straight-line rent accruals and amortization of lease intangibles | |
| (.03) | | | (.03) |
Deduct: 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 | | | — | | | — |
Add: amortization of restricted stock and RSU compensation | | | .06 | | | .06 |
Add: amortization and write-off of deferred financing costs | | | .01 | | | .01 |
Add: amortization of lease incentives | | | — | | | — |
Add: amortization of mortgage intangible assets | | | — | | | — |
Adjustments for non-controlling interests | |
| — | | | — |
Adjusted funds from operations per share of common stock (a) | | $ | .48 | | $ | .48 |
| (a) | 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. |
33
Three months ended March 31, 2025 and 2024
The $300,000, or 2.9%, increase in AFFO for the three months ended March 31, 2025 from the corresponding 2024 period is due primarily to:
| ● | a $1.7 million increase in rental income, net, and |
| ● | a $157,000 decrease in state tax expense. |
Offsetting the increase is:
| ● | a $715,000 increase in interest expense, |
| ● | a $568,000 increase in real estate operating expenses, |
| ● | a $173,000 increase in general and administrative expenses, and |
| ● | a $79,000 decrease in other income. |
The $14,000, or 0.1%, increase in FFO for the three months ended March 31, 2025 from the corresponding 2024 period is due to the factors impacting AFFO as described immediately above, other than a $250,000 lease termination fee income recognized in the corresponding 2024 period.
Diluted per share net income, FFO and AFFO were impacted negatively in the quarter ended March 31, 2025 compared to the corresponding quarter in the prior year by an average increase of approximately 376,000 in the weighted average number of shares of common stock outstanding as a result of stock issuances in connection with the equity incentive and dividend reinvestment programs.
See “—Results of Operations” for further information regarding these changes.
Item 3. 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 March 31, 2025, we had no liability in the event of the early termination of our swaps.
At March 31, 2025, we had eight interest rate swap agreements outstanding. The fair market value of the interest rate swaps is dependent upon existing market interest rates and swap spreads, which change over time. As of March 31, 2025, 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 $53,000. 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 $54,000. These changes would not have any impact on our net income or cash.
Our variable mortgage debt, after giving effect to the interest rate swap agreements, primarily bears interest at fixed rates and accordingly, the effect of changes in interest rates would not impact the interest expense we incur under these mortgages.
Our variable rate credit facility is sensitive to interest rate changes. Based on the $5.0 million outstanding balance under this facility at March 31, 2025, a 100 basis point increase of the interest rate would increase our related interest costs over the next twelve months by approximately $50,000 and a 100 basis point decrease of the interest rate would decrease our related interest costs over the next twelve months by approximately $50,000.
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.
34
Item 4. Controls and Procedures
Based on their evaluation as of the end of the period covered by this report, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures (as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) are effective.
There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) promulgated under the Exchange Act) during the three months ended March 31, 2025 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II. OTHER INFORMATION
Item 5. Other Information
Item 6. Exhibits
Exhibit No. | |
| Title of Exhibit |
31.1 | | ||
31.2 | | ||
32.1 | | ||
32.2 | | ||
101 | | The following financial statements and notes from the One Liberty Properties, Inc. Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025 filed on May 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; and (vi) Notes to the Consolidated Financial Statements. | |
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.
35
ONE LIBERTY PROPERTIES, INC.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
|
| ONE LIBERTY PROPERTIES, INC. |
| | (Registrant) |
| | |
| | |
Date: May 6, 2025 | | /s/ Patrick J. Callan, Jr. |
| | Patrick J. Callan, Jr. |
| | President and Chief Executive Officer |
| | (principal executive officer) |
| | |
| | |
Date: May 6, 2025 | | /s/ Isaac Kalish |
| | Isaac Kalish |
| | Senior Vice President and |
| | Chief Financial Officer |
| | (principal financial officer) |
36
EXHIBIT 31.1
CERTIFICATION
I, Patrick J. Callan, Jr., certify that:
1. I have reviewed this Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025 of One Liberty Properties, Inc.
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f) and 15d-15(f)) for the registrant and have:
| a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: May 6, 2025 | /s/ Patrick J. Callan, Jr. |
| Patrick J. Callan, Jr. |
| President and Chief Executive Officer |
EXHIBIT 31.2
CERTIFICATION
I, Isaac Kalish, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025 of One Liberty Properties, Inc.
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: May 6, 2025 | /s/ Isaac Kalish |
| Isaac Kalish |
| Senior Vice President and Chief Financial Officer |
EXHIBIT 32.1
CERTIFICATION OF PRESIDENT AND CHIEF EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C. 1350
(SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002)
I, Patrick J. Callan, Jr., do hereby certify, pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that based upon a review of the Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025 of One Liberty Properties, Inc. (“the Registrant”), as filed with the Securities and Exchange Commission on the date hereof (the "Report"):
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.
/s/ Patrick J. Callan, Jr. | |
| Patrick J. Callan, Jr. |
| President and |
| Chief Executive Officer |
The foregoing certification is being furnished pursuant to 18 U.S.C. Section 1350. It is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and it is not to be incorporated by reference into any filing of the Company, regardless of any general incorporation language in such filing.
EXHIBIT 32.2
CERTIFICATION OF SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. 1350
(SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002)
I, Isaac Kalish, do hereby certify, pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that based upon a review of the Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025 of One Liberty Properties, Inc. (“the Registrant”), as filed with the Securities and Exchange Commission on the date hereof (the "Report"):
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.
Date: May 6, 2025 | /s/ Isaac Kalish |
| Isaac Kalish |
| Senior Vice President and |
| Chief Financial Officer |
The foregoing certification is being furnished pursuant to 18 U.S.C. Section 1350. It is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and it is not to be incorporated by reference into any filing of the Company, regardless of any general incorporation language in such filing.