10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended June 30, 2024

OR

☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Commission File Number 001-09279

ONE LIBERTY PROPERTIES, INC.

(Exact name of registrant as specified in its charter)

MARYLAND	13-3147497
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	identification number)
60 Cutter Mill Road, Great Neck, New York	11021
(Address of principal executive offices)	(Zip code)

(516) 466-3100

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	OLP	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.Yes ⌧ No ◻

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).Yes ⌧ No ◻

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ◻	Accelerated filer ◻
Non-accelerated filer ⌧	Smaller reporting company ☒
Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Yes ◻ No ◻

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

As of August 1, 2024, the registrant had 21,340,344 shares of common stock outstanding.

One Liberty Properties, Inc. and Subsidiaries

Table of Contents

		Page No.
Part I — Financial Information
Item 1.	Unaudited Consolidated Financial Statements
	Consolidated Balance Sheets — June 30, 2024 and December 31, 2023	1
	Consolidated Statements of Income — Three and six months ended June 30, 2024 and 2023	2
	Consolidated Statements of Comprehensive Income — Three and six months ended June 30, 2024 and 2023	3
	Consolidated Statements of Changes in Equity — Three and six months ended June 30, 2024 and 2023	4
	Consolidated Statements of Cash Flows — Six months ended June 30, 2024 and 2023	5
	Notes to Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	25
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	39
Item 4.	Controls and Procedures	39
Part II — Other Information			40
Item 1.	Legal Proceedings	40
Item 5.	Other Information	40
Item 6.	Exhibits	40

Part I — FINANCIAL INFORMATION

Item 1.    Financial Statements

ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Amounts in Thousands, Except Par Value)

	June 30,		December 31,
	2024		2023
ASSETS	(Unaudited)
Real estate investments, at cost
Land	$	170,023	$	172,309
Buildings and improvements		686,636		692,346
Total real estate investments, at cost		856,659		864,655
Less accumulated depreciation		185,228		182,705
Real estate investments, net		671,431		681,950
Investment in unconsolidated joint ventures		2,148		2,051
Cash and cash equivalents		35,020		26,430
Unbilled rent receivable		16,847		16,661
Unamortized intangible lease assets, net		13,292		14,681
Escrow, deposits and other assets and receivables		20,492		19,833
Total assets(1)	$	759,230	$	761,606
LIABILITIES AND EQUITY
Liabilities:
Mortgages payable, net (see Note 8)	$	415,470	$	418,347
Line of credit		—		—
Dividends payable		10,062		9,916
Accrued expenses and other liabilities		14,200		15,502
Unamortized intangible lease liabilities, net		11,065		10,096
Total liabilities(1)		450,797		453,861
Commitments and contingencies
Equity:
One Liberty Properties, Inc. stockholders’ equity:
Preferred stock, $1 par value; 12,500 shares authorized; none issued		—		—
Common stock, $1 par value; 50,000 shares authorized; 20,593 and 20,323 shares issued and outstanding		20,593		20,323
Paid-in capital		331,446		326,379
Accumulated other comprehensive income		567		844
Distributions in excess of net income		(45,311)		(40,843)
Total One Liberty Properties, Inc. stockholders’ equity		307,295		306,703
Non-controlling interests in consolidated joint ventures(1)		1,138		1,042
Total equity		308,433		307,745
Total liabilities and equity	$	759,230	$	761,606

(1) The Company’s consolidated balance sheets include assets and liabilities of consolidated variable interest entities (“VIEs”). See Note 6. The consolidated balance sheets include the following amounts related to the Company’s consolidated VIEs: $9,198 and $9,917 of land, $15,778 and $17,475 of building and improvements, net of $6,091 and $6,380 of accumulated depreciation, $2,599 and $3,158 of other assets included in other line items, $13,579 and $16,660 of real estate debt, net, $769 and $1,130 of other liabilities included in other line items and $1,138 and $1,042 of non-controlling interests as of June 30, 2024 and December 31, 2023, respectively.

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				Six Months Ended
	June 30,				June 30,
	2024		2023		2024		2023
Revenues:
Rental income, net	$	21,800	$	22,407	$	44,246	$	45,359
Lease termination fee		—		—		250		—
Total revenues		21,800		22,407		44,496		45,359
Operating expenses:
Depreciation and amortization		5,965		6,114		11,986		12,259
General and administrative (see Note 9 for related party information)		3,776		4,165		7,699		8,204
Real estate expenses (see Note 9 for related party information)		3,976		3,954		8,446		8,078
Impairment loss		1,086		—		1,086		—
State taxes		47		88		110		156
Total operating expenses		14,850		14,321		29,327		28,697
Other operating income
Gain on sale of real estate, net		7,448		3,180		9,232		4,714
Operating income		14,398		11,266		24,401		21,376
Other income and expenses:
Equity in earnings of unconsolidated joint ventures		43		60		96		145
Other income		276		28		543		43
Interest:
Expense		(4,750)		(4,610)		(9,467)		(9,210)
Amortization and write-off of deferred financing costs		(290)		(205)		(516)		(407)
Net income		9,677		6,539		15,057		11,947
Net income attributable to non-controlling interests		(124)		(20)		(349)		(42)
Net income attributable to One Liberty Properties, Inc.	$	9,553	$	6,519	$	14,708	$	11,905
Weighted average number of common shares outstanding:
Basic		20,590		20,571		20,550		20,544
Diluted		20,683		20,642		20,632		20,612
Per common share attributable to common stockholders:
Basic and Diluted	$	.45	$	.30	$	.68	$	.55
Cash distributions per share of common stock	$	.45	$	.45	$	.90	$	.90

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				Six Months Ended
	June 30,				June 30,
	2024		2023		2024		2023
Net income	$	9,677	$	6,539	$	15,057	$	11,947
Other comprehensive income
Net unrealized (loss) gain on derivative instruments		(188)		141		(277)		(268)
Comprehensive income		9,489		6,680		14,780		11,679
Net income attributable to non-controlling interests		(124)		(20)		(349)		(42)
Adjustment for derivative instruments attributable to non-controlling interests		—		1		—		1
Comprehensive income attributable to One Liberty Properties, Inc.	$	9,365	$	6,661	$	14,431	$	11,638

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, 2023	$	20,323	$	326,379	$	844	$	(40,843)	$	1,042	$	307,745
Distributions – common stock
Cash – $.45 per share		—		—		—		(9,642)		—		(9,642)
Shares issued through dividend reinvestment plan		66		1,369		—		—		—		1,435
Restricted stock vesting		137		(137)		—		—		—		—
Compensation expense — restricted stock and RSUs		—		1,272		—		—		—		1,272
Contribution from non-controlling interest		—		—		—		—		43		43
Distributions to non-controlling interests		—		—		—		—		(94)		(94)
Net income		—		—		—		5,155		225		5,380
Other comprehensive loss		—		—		(89)		—		—		(89)
Balances, March 31, 2024		20,526		328,883		755		(45,330)		1,216		306,050
Distributions – common stock
Cash – $.45 per share		—		—		—		(9,534)		—		(9,534)
Shares issued through dividend reinvestment plan		67		1,396		—		—		—		1,463
Compensation expense — restricted stock and RSUs		—		1,167		—		—		—		1,167
Distributions to non-controlling interests		—		—		—		—		(202)		(202)
Net income		—		—		—		9,553		124		9,677
Other comprehensive loss		—		—		(188)		—		—		(188)
Balances, June 30, 2024	$	20,593	$	331,446	$	567	$	(45,311)	$	1,138	$	308,433

Balances, December 31, 2022	$	20,362	$	325,895	$	1,810	$	(32,102)	$	972	$	316,937
Distributions – common stock
Cash – $.45 per share		—		—		—		(9,628)		—		(9,628)
Shares issued through dividend reinvestment plan		49		1,025		—		—		—		1,074
Restricted stock vesting		135		(135)		—		—		—		—
Compensation expense – restricted stock and RSUs		—		1,328		—		—		—		1,328
Distributions to non-controlling interests		—		—		—		—		(9)		(9)
Net income		—		—		—		5,386		22		5,408
Other comprehensive loss		—		—		(409)		—		—		(409)
Balances, March 31, 2023		20,546		328,113		1,401		(36,344)		985		314,701
Distributions – common stock
Cash – $.45 per share		—		—		—		(9,626)		—		(9,626)
Shares issued through dividend reinvestment plan		50		1,048		—		—		—		1,098
Repurchases of common stock – net		(73)		(1,382)		—		—		—		(1,455)
Restricted stock vesting		17		(17)		—		—		—		—
Compensation expense – restricted stock and RSUs		—		1,564		—		—		—		1,564
Distributions to non-controlling interests		—		—		—		—		(7)		(7)
Net income		—		—		—		6,519		20		6,539
Other comprehensive income (loss)		—		—		142		—		(1)		141
Balances, June 30, 2023	$	20,540	$	329,326	$	1,543	$	(39,451)	$	997	$	312,955

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)

	Six Months Ended
	June 30,
	2024		2023
Cash flows from operating activities:
Net income	$	15,057	$	11,947
Adjustments to reconcile net income to net cash provided by operating activities:
Gain on sale of real estate, net		(9,232)		(4,714)
Impairment loss		1,086		—
Increase in net amortization of unbilled rental income		(504)		(1,199)
Write-off of unbilled rent receivable		—		133
Amortization and write-off of intangibles relating to leases, net		(665)		(454)
Amortization of restricted stock and RSU compensation expense		2,439		2,892
Equity in earnings of unconsolidated joint ventures		(96)		(145)
Distributions of earnings from unconsolidated joint venture		—		23
Depreciation and amortization		11,986		12,259
Amortization and write-off of deferred financing costs		516		407
Payment of leasing commissions		(173)		(179)
(Increase) decrease in escrow, deposits, other assets and receivables		(961)		5,015
Decrease in accrued expenses and other liabilities		(1,931)		(1,055)
Net cash provided by operating activities		17,522		24,930
Cash flows from investing activities:
Net proceeds from sale of real estate		24,485		10,069
Purchase of real estate		(11,798)		—
Improvements to real estate		(1,493)		(2,863)
Investments in ground leased property		(44)		(668)
Net cash provided by investing activities		11,150		6,538
Cash flows from financing activities:
Scheduled amortization payments of mortgages payable		(6,074)		(6,174)
Repayments of mortgages payable		(30,939)		(6,735)
Proceeds from mortgage financings		34,213		23,450
Proceeds from bank line of credit		—		16,900
Repayments on bank line of credit		—		(36,200)
Issuance of shares through dividend reinvestment plan		2,898		2,172
Repurchases of common stock, net		—		(1,455)
Payment of financing costs		(570)		(370)
Capital contribution from non-controlling interest		43		—
Distributions to non-controlling interests		(296)		(16)
Cash distributions to common stockholders		(19,030)		(19,056)
Net cash used in financing activities		(19,755)		(27,484)
Net increase in cash, cash equivalents and restricted cash		8,917		3,984
Cash, cash equivalents and restricted cash at beginning of year		29,592		7,277
Cash, cash equivalents and restricted cash at end of period	$	38,509	$	11,261
Supplemental disclosure of cash flow information:
Cash paid during the period for interest expense	$	9,463	$	9,258
Supplemental disclosure of non-cash investing activity:
Purchase accounting allocation - intangible lease assets		1,214		—
Purchase accounting allocation - intangible lease liabilities		(1,855)		—

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:

	June 30,
	2024		2023
Cash and cash equivalents	$	35,020	$	8,079
Restricted cash included in escrow, deposits and other assets and receivables		3,489		3,182
Total cash, cash equivalents and restricted cash shown in the consolidated statements of cash flows	$	38,509	$	11,261

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)

JUNE 30, 2024

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 June 30, 2024, OLP owns 106 properties, including two properties owned by consolidated joint ventures and two properties owned by unconsolidated joint ventures. The 106 properties are located in 31 states.

NOTE 2 – SUMMARY ACCOUNTING POLICIES

Principles of Consolidation/Basis of Preparation

The accompanying unaudited consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and include all of the information and disclosures required by U.S. Generally Accepted Accounting Principles (“GAAP”) for interim reporting. Accordingly, they do not include all of the disclosures required by GAAP for complete financial statement disclosures. In the opinion of management, all adjustments of a normal recurring nature necessary for fair presentation have been included. The results of operations for the three and six months ended June 30, 2024 and 2023 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, 2023.

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)

JUNE 30, 2024 (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, none of these joint ventures are VIEs. In addition, the Company shares power with its co-managing members over these entities, and therefore the entities are not consolidated. These investments are recorded initially at cost, as investments in unconsolidated joint ventures, and subsequently adjusted for their share of equity in earnings, cash contributions and distributions.

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 and six months ended June 30, 2024 and 2023, 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)

JUNE 30, 2024 (CONTINUED)

NOTE 3 – LEASES

Lessor Accounting

The Company owns rental properties which are leased to tenants under operating leases with current expirations ranging from 2024 to 2042, with options to extend or terminate the lease. Revenues from such leases are reported as Rental income, net, and are comprised of (i) lease components, which includes fixed and variable lease payments and (ii) non-lease components which includes reimbursements of property level operating expenses. The Company does not separate non-lease components from the related lease components, as the timing and pattern of transfer are the same, and account for the combined component in accordance with ASC 842.

Fixed lease revenues represent the base rent that each tenant is required to pay in accordance with the terms of its respective 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				Six Months Ended
	June 30,				June 30,
	2024		2023		2024		2023
Fixed lease revenues	$	18,319	$	18,929	$	36,591	$	38,287
Variable lease revenues		3,194		3,248		6,990		6,618
Lease revenues (a)	$	21,513	$	22,177	$	43,581	$	44,905

(a) Excludes amortization related to lease intangible assets and liabilities of $287 and $665 for the three and six months ended June 30, 2024, respectively, and $230 and $454 for the three and six months ended June 30, 2023, respectively.

In many of the Company’s leases, the tenant is obligated to pay the real estate taxes, insurance, and certain other expenses directly to the vendor. These obligations, which have been assumed by the tenants, are not reflected in the Company’s consolidated financial statements. To the extent any such tenant defaults on its lease or if it is deemed probable that the tenant will fail to pay for such obligations, a liability for such obligations would be recorded.

On a quarterly basis, the Company assesses the collectability of substantially all lease payments due by reviewing the tenant’s payment history or financial condition. Changes to collectability are recognized as a current period adjustment to rental revenue. As of June 30, 2024, the Company has assessed the collectability of all recorded lease revenues as probable.

Minimum Future Rents

As of June 30, 2024, the minimum future contractual rents to be received on non-cancellable operating leases are included in the table below (amounts in thousands). The minimum future contractual rents do not include (i) straight-line rent or amortization of lease intangibles or incentives and (ii) variable lease payments as described above.

From July 1 – December 31, 2024	$	35,547
For the year ending December 31,
2025		69,639
2026		65,547
2027		55,773
2028		44,821
2029		34,506
Thereafter		114,006
Total	$	419,839

9

ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

JUNE 30, 2024 (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, 2025 and provides for up to four, five-year renewal options and one seven-month renewal option. As of June 30, 2024, the remaining lease term, including a five-year renewal option deemed exercised, is 5.7 years. The Company recognized lease expense related to this ground lease of $122,000 and $244,000 for the three and six months ended June 30, 2024, respectively, and $150,000 and $300,000 for the three and six months ended June 30, 2023, respectively, which is included in Real estate expenses on the consolidated statements of income.

Office Lease

The Company is a lessee under a corporate office lease in Great Neck, New York, which is classified as an operating lease. The lease expires on December 31, 2031 and provides for a five-year renewal option. As of June 30, 2024, the remaining lease term, including the renewal option deemed exercised, is 12.5 years. The Company recognized lease expense related to this office lease of $14,000 and $28,000 for both the three and six months ended June 30, 2024 and 2023, respectively, which is included in General and administrative expenses on the consolidated statements of income.

Minimum Future Lease Payments

As of June 30, 2024, the minimum future lease payments related to these operating leases are as follows (amounts in thousands):

From July 1 – December 31, 2024	$	303
For the year ending December 31,
2025		626
2026		627
2027		629
2028		630
2029		692
Thereafter		537
Total undiscounted cash flows	$	4,044
Present value discount		(851)
Lease liability	$	3,193

The lease liability is included in Accrued expenses and other liabilities on the consolidated balance sheet.

Lease termination fee

In March 2024, a consolidated joint venture in Lakewood, Colorado, in which the Company holds a 90% interest, recognized a lease termination fee of $250,000 from a tenant due to the early termination of its lease in connection with the sale of the related restaurant parcel (see Note 5).

10

ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

JUNE 30, 2024 (CONTINUED)

NOTE 4 – REAL ESTATE ACQUISITIONS

The following tables detail the Company’s real estate acquisitions and purchase price allocations during the six months ended June 30, 2024 (amounts in thousands). The Company determined that with respect to these acquisitions, the gross assets acquired are concentrated in a single identifiable asset. Therefore, these transactions do not meet the definition of a business and are accounted for as asset acquisitions. As such, direct transaction costs associated with these asset acquisitions have been capitalized to real estate assets and depreciated over the respective useful lives.

					Capitalized
		Contract		Terms of	Transaction
Description of Industrial Property	Date Acquired	Purchase Price		Payment	Costs
Quality Custom Distribution Services, Inc.
Albuquerque, New Mexico	April 24, 2024	$	6,450	All cash (a)	$	55
Russell Equipment, Inc.
Savannah, GA	May 23, 2024		5,240	All cash (b)		53
Totals for the six months ended June 30, 2024		$	11,690		$	108

			Building &		Intangible Lease						Market Cap	Discount
Description of Industrial Property	Land		Improvements		Asset		Liability		Total		Rate (c)	Rate (c)
Quality Custom Distribution Services, Inc.
Albuquerque, New Mexico	$	1,341	$	6,330	$	689	$	(1,855)	$	6,505	6.75%	7.14%
Russell Equipment, Inc.
Savannah, GA		1,044		3,724		525		—		5,293	7.00%	7.15%
Totals for the six months ended June 30, 2024	$	2,385	$	10,054	$	1,214	$	(1,855)	$	11,798

(a) Subsequent to the acquisition of the Albuquerque, New Mexico property, the Company obtained new mortgage debt of $3,401 bearing an interest rate of 6.00% and maturing in 2032.

(b) Subsequent to the acquisition of the Savannah, Georgia property, the Company obtained new mortgage debt of $2,812 bearing an interest rate of 6.00% and maturing in 2035.

(c) The fair value of the tangible and intangible assets of each property was 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 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)

JUNE 30, 2024 (CONTINUED)

NOTE 5 – SALES OF PROPERTIES AND IMPAIRMENT LOSS

Sales of Properties

The following table details the Company’s sales of real estate during the six months ended June 30, 2024 and 2023 (amounts in thousands):

			Gross		Gain on Sale of
Description of Property	City, State	Date Sold	Sales Price		Real Estate, Net
Hacienda Colorado restaurant parcel (a)	Lakewood, Colorado	March 6, 2024	$	2,900	$	1,784	(a)
Applebee's restaurant property	Kennesaw, Georgia	May 6, 2024		2,834		964
FedEx industrial property	Miamisburg, Ohio	May 9, 2024		2,793		1,507
Havertys retail property	Wichita, Kansas	June 6, 2024		6,600		1,884
Urban Outfitters retail property	Lawrence, Kansas	June 7, 2024		1,300		43
Walgreens retail property (b)	Cape Girardeau, Missouri	June 10, 2024		2,793		978	(b)
Vacant retail property (c)	Kennesaw, Georgia	June 28, 2024		6,700		2,072
Totals for the six months ended June 30, 2024			$	25,920	$	9,232	(d)
			Gross		Gain on Sale of
Description of Property	City, State	Date Sold	Sales Price		Real Estate, Net
TGI Fridays restaurant property	Hauppauge, New York	February 28, 2023	$	4,200	$	1,534
Havertys retail property	Duluth, Georgia	May 31, 2023		6,000		3,180
Totals for the six months ended June 30, 2023			$	10,200	$	4,714	(e)

(a) A consolidated joint venture, in which the Company holds a 90% interest, sold a restaurant parcel which was part of a multi-tenant shopping center. In connection with the sale of this parcel, the joint venture paid down $1,885 of the mortgage on this property. The non-controlling interest’s share of the gain was $178.

(b) This property was owned by a consolidated joint venture in which the Company held a 95% interest. The non-controlling interest’s share of the gain was $105.

(c) In connection with this sale, the Company paid off the $4,412 mortgage on this property.

(d) As a result of these sales, the Company wrote-off, as a reduction to Gain on sale of real estate, net, an aggregate of $275 of unbilled rent receivables, $439 of net unamortized intangible lease assets and liabilities and $108 of other assets and receivables.

(e) As a result of these sales, the Company wrote-off, as a reduction to Gain on sale of real estate, net, an aggregate of $190 of other assets and receivables and $32 of unearned rental income.

Sales Contracts subsequent to June 30, 2024

On July 1, 2024, the Company entered into a contract to sell its vacant industrial property in Wauconda, Illinois for $4,500,000. The sale is subject to the buyer’s right to terminate, which expires on August 7, 2024. The Company anticipates this property will be sold during the three months ending September 30, 2024.

Impairment Loss

On July 11, 2024, the Company entered into a contract to sell its health and fitness property in Hamilton, Ohio for $4,350,000. The sale is subject to the buyer’s right to terminate, which expires on August 10, 2024. This property was formerly tenanted by LA Fitness whose lease expired in May 2024. As a result of the contract, the Company re-measured the property’s net book value to its fair value (as discussed in Note 12) and recognized a $1,086,000 impairment loss on the consolidated statements of income for the three and six months ended June 30, 2024. The adjusted net book value of the property was $4,161,000 at June 30, 2024. The Company anticipates this property will be sold during the three months ending September 30, 2024.

12

ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

JUNE 30, 2024 (CONTINUED)

NOTE 6 – VARIABLE INTEREST ENTITIES, CONSOLIDATED JOINT VENTURES AND CONTINGENT LIABILITY

Variable Interest Entities – Consolidated Joint Ventures

The Company has determined the two consolidated joint ventures in which it holds between a 90% to 95% interest are VIEs because the non-controlling interests do not hold substantive kick-out or participating rights. The Company has determined it is the primary beneficiary of these VIEs as it has the power to direct the activities that most significantly impact each joint venture’s performance including management, approval of expenditures, and the obligation to absorb the losses or rights to receive benefits. Accordingly, the Company consolidates the operations of these VIEs for financial statement purposes. The VIEs’ creditors do not have recourse to the assets of the Company other than those held by the applicable joint venture.

The following is a summary of the consolidated VIEs’ carrying amounts and classification in the Company’s consolidated balance sheets, none of which are restricted (amounts in thousands):

	June 30,		December 31,
	2024 (a)		2023
Land	$	9,198	$	9,917
Buildings and improvements, net of accumulated depreciation of $6,091 and $6,380, respectively		15,778		17,475
Cash		721		1,059
Unbilled rent receivable		895		938
Unamortized intangible lease assets, net		126		412
Escrow, deposits and other assets and receivables		857		749
Mortgages payable, net of unamortized deferred financing costs of $90 and $109, respectively		13,579		16,660
Accrued expenses and other liabilities		544		745
Unamortized intangible lease liabilities, net		225		385
Accumulated other comprehensive income		—		2
Non-controlling interests in consolidated joint ventures		1,138		1,042

(a) During the six months ended June 30, 2024, the Company and its joint venture partners sold a restaurant parcel at its multi-tenant shopping center in Lakewood, Colorado and a retail property in Cape Girardeau, Missouri. In connection with the sale of the restaurant parcel, the joint venture paid down the mortgage on its property by $1,885 (see Note 5).

As of June 30, 2024, MCB Real Estate, LLC and its affiliates (‘‘MCB’’) are the Company’s joint venture partner in a consolidated joint venture in which the Company has an aggregate equity investment of approximately $3,512,000.

Distributions to each joint venture partner are determined pursuant to the applicable operating agreement and, in the event of a sale of, or refinancing of the mortgage encumbering, the property owned by such venture, the distributions to the Company may be less than that implied by the Company’s equity ownership interest in the venture.

Variable Interest Entity – Ground Lease

The Company determined it has a variable interest through its ground lease at its Beachwood, Ohio property (the Vue Apartments) and the owner/operator is a VIE because its equity investment at risk is insufficient to finance its activities without additional subordinated financial support. The Company further determined that it is not the primary beneficiary of this VIE because the Company does not have power over the activities that most significantly impact the owner/operator’s economic performance and therefore, does not consolidate this VIE for financial statement purposes. Accordingly, the Company accounts for this investment as land and the revenues from the ground lease as Rental income, net. The ground lease provides for rent which can be deferred and paid based on the operating performance of the property; therefore, this rent is recognized as rental income when the operating performance is achieved and the rent is received. No ground lease rental income has been collected since October 2020 other than a $4,642,000 litigation settlement in 2022.

13

ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

JUNE 30, 2024 (CONTINUED)

NOTE 6 – VARIABLE INTEREST ENTITIES, CONSOLIDATED JOINT VENTURES AND CONTINGENT LIABILITY (CONTINUED)

As of June 30, 2024, the VIE’s maximum exposure to loss was $17,320,000 which represented the carrying amount of the land. In purchasing the property in 2016, the owner/operator obtained a $67,444,000 mortgage from a third party which, together with the Company’s purchase of the land, provided substantially all of the funds to acquire the multi-family property. The Company provided its land as collateral for the owner/operator’s mortgage loan; accordingly, the land position is subordinated to the mortgage. The mortgage balance was $62,930,000 as of June 30, 2024. Pursuant to the ground lease, as amended in November 2020, the Company agreed, in its discretion, to fund 78% of (i) any operating expense shortfalls at the property and (ii) any capital expenditures required at the property. The Company funded $44,000 during the six months ended June 30, 2024 and $932,000 during the year ended December 31, 2023. These amounts are included as part of the carrying amount of the land.

NOTE 7 – INVESTMENT IN UNCONSOLIDATED JOINT VENTURES

As of June 30, 2024 and December 31, 2023, the Company participated in two unconsolidated joint ventures, each of which owns and operates one property; the Company’s equity investment in these ventures totaled $2,148,000 and $2,051,000, respectively. The Company recorded equity in earnings of $43,000 and $96,000 for the three and six months ended June 30, 2024, respectively, and $60,000 and $145,000 for the three and six months ended June 30, 2023, respectively.

NOTE 8 – DEBT OBLIGATIONS

Mortgages Payable

The following table details the Mortgages payable, net, balances per the consolidated balance sheets (amounts in thousands):

	June 30,		December 31,
	2024		2023
Mortgages payable, gross	$	419,765	$	422,565
Unamortized deferred financing costs		(3,559)		(3,414)
Unamortized mortgage intangible assets (a)		(736)		(804)
Mortgages payable, net	$	415,470	$	418,347

(a) In connection with the assumption of two below-market mortgages.

The following table sets forth, as of June 30, 2024, scheduled principal repayments with respect to the Company’s mortgage debt during the six months ending December 31, 2024 and for each of the subsequent twelve months through maturity (amounts in thousands):

	2024		2025		2026		2027		2028		Thereafter		Total
Amortization payments	$	5,884	$	10,842	$	10,794	$	9,721	$	9,060	$	33,678	$	79,979
Principal due at maturity		25,309		29,157		19,179		38,525		30,156		197,460		339,786
Total	$	31,193	$	39,999	$	29,973	$	48,246	$	39,216	$	231,138	$	419,765

14

ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

JUNE 30, 2024 (CONTINUED)

NOTE 8 – DEBT OBLIGATIONS (CONTINUED)

Line of Credit

The Company’s credit facility with Manufacturers and Traders Trust Company and VNB New York, LLC, provides that it may borrow up to $100,000,000, subject to borrowing base requirements. The facility is available for the acquisition of commercial real estate, repayment of mortgage debt, and renovation and operating expense purposes; provided, that if used for renovation and operating expense purposes, the amount outstanding for such purposes will not exceed the lesser of $40,000,000 and 40% of the borrowing base. Net proceeds received from the sale, financing or refinancing of properties are generally required to be used to repay amounts outstanding under the credit facility. The facility is guaranteed by subsidiaries of the Company that own unencumbered properties and the Company is required to pledge to the lenders the equity interests in such subsidiaries.

The facility, which matures December 31, 2026, provides for an interest rate equal to 30-day SOFR plus an applicable margin ranging from 175 basis points to 275 basis points depending on the ratio of the Company’s total debt to total value, as determined pursuant to the facility. The applicable margin was 175 basis points at June 30, 2024 and December 31, 2023. An unused facility fee of 0.25% per annum applies to the facility. The Company had no balance outstanding on the facility during the six months ended June 30, 2024. The weighted average interest rate on the facility was approximately 6.44% for the six months ended June 30, 2023. The Company was in compliance with all covenants at June 30, 2024.

At each of June 30, 2024 and August 1, 2024, $100,000,000 was available to be borrowed under the facility, including an aggregate of up to $40,000,000 available for renovation and operating expense purposes. The interest rate on the facility was 7.09% on August 1, 2024.

At June 30, 2024 and December 31, 2023, the Company had unamortized deferred financing costs of $457,000 and $549,000, respectively, which are included in Escrow, deposits and other assets and receivables on the consolidated balance sheets.

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 $831,000 and $1,657,000 for the three and six months ended June 30, 2024, respectively, and $810,000 and $1,689,000 for the three and six months ended June 30, 2023, respectively. Included in these amounts are fees for property management services of $361,000 and $718,000 for the three and six months ended June 30, 2024, respectively, and $358,000 and $786,000 for the three and six months ended June 30, 2023, respectively. The amounts paid for property management services are based on 1.5% and 2.0% of the rental payments (including tenant reimbursements) actually received by the Company from net lease tenants and operating lease tenants, respectively. The Company does not pay Majestic with respect to properties managed by third parties. The Company also paid Majestic, pursuant to the compensation and services agreement, $84,000 and $168,000 for the three and six months ended June 30, 2024, respectively, and $79,000 and $159,000 for the three and six months ended June 30, 2023, respectively, for the Company’s share of all direct office expenses, including rent, telephone, postage, computer services, internet usage and supplies.

15

ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

JUNE 30, 2024 (CONTINUED)

NOTE 9 – RELATED PARTY TRANSACTIONS (CONTINUED)

Executive officers and others providing services to the Company under the compensation and services agreement were awarded shares of restricted stock and 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 $569,000 and $1,182,000 for the three and six months ended June 30, 2024, respectively, and $643,000 and $1,284,000 for the three and six months ended June 30, 2023, respectively.

The amounts paid under the compensation and services agreement (except for the property management services which are included in Real estate expenses) and the costs of the stock incentive plans are included in General and administrative expense on the consolidated statements of income.

Joint Venture Partners and Affiliates

The Company paid an aggregate of $23,000 and $46,000 for the three and six months ended June 30, 2024, respectively, and $24,000 and $46,000 for the three and six months ended June 30, 2023, respectively, to its consolidated joint venture partner or their affiliates (none of whom are officers, directors, or employees of the Company) for property management services, which are included in Real estate expenses on the consolidated statements of income.

The Company’s unconsolidated joint ventures paid management fees of $1,000 and $3,000 for the three and six months ended June 30, 2024, respectively, and $31,000 and $57,000 for the three and six months ended June 30, 2023, respectively, to the other partner of the ventures, which reduced Equity in earnings of unconsolidated joint ventures on the consolidated statements of income by $1,000 and $2,000 for the three and six months ended June 30, 2024, respectively, and $15,000 and $29,000 for the three and six months ended June 30, 2023, respectively.

Other

During 2024 and 2023, the Company paid quarterly fees of (i) $81,378 and $78,250, respectively, to the Company’s chairman and (ii) $32,551 and $31,300, respectively, to the Company’s vice-chairman. These fees are included in General and administrative expenses on the consolidated statements of income.

The Company obtains its property insurance in conjunction with Gould Investors L.P. (“Gould Investors”), a related party, and reimburses Gould Investors annually for the Company’s insurance cost relating to its properties. Included in Real estate expenses on the consolidated statements of income is insurance expense of $189,000 and $467,000 for the three and six months ended June 30, 2024, respectively, and $102,000 and $250,000 for the three and six months ended June 30, 2023, respectively, of amounts reimbursed to Gould Investors in prior periods.

16

ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

JUNE 30, 2024 (CONTINUED)

NOTE 10 – STOCKHOLDERS’ EQUITY

Common Stock Dividend

On June 10, 2024, the Board of Directors declared a quarterly cash dividend of $0.45 per share on the Company’s common stock, totaling approximately $9,594,000, payable to stockholders of record at the close of business on June 25, 2024. The quarterly dividend was paid on July 9, 2024; $9,145,000 was paid in cash and the balance of such dividend payment was satisfied through the issuance of approximately 20,000 shares under the Company’s dividend reinvestment plan.

Dividend Reinvestment Plan

The Company’s Dividend Reinvestment Plan (the “DRP”), among other things, provides stockholders with the opportunity to reinvest all or a portion of their cash dividends paid on the Company’s common stock in additional shares of its common stock, at a discount, determined in the Company’s sole discretion, of up to 5% from the market price (as such price is calculated pursuant to the DRP). The discount is currently being offered at 3%. Under the DRP, the Company issued approximately 67,000 and 133,000 shares of common stock during the three and six months ended June 30, 2024, respectively, and approximately 50,000 and 99,000 shares of common stock during the three and six months ended June 30, 2023, respectively.

Stock Repurchase Program

During 2022 and 2023, the Board of Directors authorized and/or amended repurchase programs pursuant to which the Company could repurchase shares of its common stock in open-market, through privately negotiated transactions or otherwise. No such shares were repurchased during the three and six months ended June 30, 2024. During the three and six months ended June 30, 2023, the Company repurchased approximately 73,000 shares of common stock for total consideration of $1,455,000, net of commissions of $4,000.

Stock Based Compensation

The Company’s 2022 and 2019 Incentive Plans (collectively, the “Plans”), permit the Company to grant, among other things, stock options, restricted stock, RSUs, performance share awards and dividend equivalent rights and any one or more of the foregoing to its employees, officers, directors and consultants. A maximum of 750,000 shares of the Company’s common stock was authorized for issuance pursuant to each plan at such plan’s inception.

The following details the shares subject to awards that are outstanding under the Plans as of June 30, 2024:

	Restricted Stock	RSUs
2022 Incentive Plan	300,515	168,490	(a)
2019 Incentive Plan (b)	426,625	—
Totals	727,140	168,490

(a) In July 2024, the Company granted RSUs to acquire 88,250 shares of common stock.

(b) No additional awards may be granted under such plan.

Restricted Stock

For accounting purposes, the restricted stock is not included in the shares shown as outstanding on the balance sheet until they vest; however, dividends are paid on the unvested shares. The restricted stock grants are charged to General and administrative expense over the respective vesting periods based on the market value of the common stock on the grant date. Unless earlier forfeited because the participant’s relationship with the Company terminated, unvested restricted stock awards vest five years from the grant date, and under certain circumstances may vest earlier.

17

ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

JUNE 30, 2024 (CONTINUED)

NOTE 10 – STOCKHOLDERS’ EQUITY (CONTINUED)

RSUs

The following table reflects the activities involving RSUs:

	2024 Grant (a)	2023 Grant	2022 Grant		2021 Grant		2020 Grant
RSUs granted (b)	88,250	85,250	85,350		80,700		75,026
RSUs vested	—	—	—		39,811	(c)	74,988	(d)
RSUs forfeited	—	—	2,110	(e)	40,889	(f)	38	(e)
RSUs outstanding	88,250	85,250	83,240		—		—
Vesting Date (g)(h)	6/30/2027	6/30/2026	6/30/2025		6/30/2024		6/30/2023

(a) These shares were granted in July 2024.

(b) The shares underlying the RSUs are excluded from the shares shown as outstanding on the balance sheet until they have vested and been issued.

(c) Such shares will be issued in August 2024.

(d) Such shares were issued in August 2023.

(e) Such shares were forfeited due to the retirement of an executive officer before the completion of the applicable three-year performance cycle.

(f) Of the 40,889 shares (i) 39,811 shares were not earned because the applicable market condition had not been satisfied and (ii) 1,078 shares were forfeited due to the retirement of an executive officer before the completion of the applicable three-year performance cycle.

(g) Generally, the recipient must maintain a relationship with the Company during the applicable three-year performance cycle.

(h) 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 specific metrics and other material terms and conditions of the RSUs are as follows:

			Performance Criteria (a)
Year RSU Granted	Metric	Weight	Minimum	Maximum
2021 - 2024 (b)(c)	ROC Metric (d)	50%	Average annual of at least 6.0%	Average annual of at least 8.75%
	TSR Metric (e)	50%	Average annual of at least 6.0%	Average annual of at least 11.0%

(a) If the average annual ROC or TSR falls between the applicable minimum and maximum performance criteria, a pro-rata portion of such units, as applicable, vest.

(b) Such RSUs are not entitled to voting rights.

(c) The holders of such RSUs receive an amount equal to the dividends that would have been paid on the underlying shares had such shares been outstanding during the three-year performance cycle. As of June 30, 2024 and December 31, 2023, the Company accrued an aggregate of $468,000 and $450,000 of dividend equivalents, respectively, for the 2023, 2022 and 2021 RSUs based on the number of shares that would have been issued, underlying such RSUs, using performance and market assumptions determined at such dates. In August 2024, the Company will pay the holders of the 2021 RSU grant an aggregate of approximately $215,000 with respect to the dividend equivalent rights on the vested 39,811 shares.

(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 recognizes expense only when performance conditions are 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 three-year service period.

18

ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

JUNE 30, 2024 (CONTINUED)

NOTE 10 – STOCKHOLDERS’ EQUITY (CONTINUED)

As of June 30, 2024, based on performance and market assumptions, the fair value of the RSUs granted in 2023 and 2022 is $841,000 and $1,315,000, respectively. Recognition of such deferred compensation will be charged to General and administrative expense over the respective three-year performance cycles.

The following is a summary of the activity of the Plans:

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2024		2023		2024		2023
Restricted stock:
Number of shares granted		—		—		151,180		152,955
Average per share grant price	$	—	$	—	$	21.60	$	22.09
Deferred compensation to be recognized over vesting period	$	—	$	—	$	3,265,000	$	3,379,000
Number of non-vested shares:
Non-vested beginning of the period		727,140		730,530		712,560		712,375
Grants		—		—		151,180		152,955
Vested during the period		—		(17,500)		(136,600)		(152,300)
Forfeitures		—		(110)		—		(110)
Non-vested end of the period		727,140		712,920		727,140		712,920
RSUs: (a)
Number of non-vested shares:
Non-vested beginning of the period		248,112		241,076		248,112		241,076
Grants		—		—		—		—
Vested during the period		(39,811)		(74,988)		(39,811)		(74,988)
Forfeitures		(39,811)		(38)		(39,811)		(38)
Non-vested end of the period		168,490		166,050		168,490		166,050
Restricted stock and RSU grants (based on grant price):
Weighted average per share value of non-vested shares	$	24.80	$	26.45	$	24.80	$	26.45
Value of stock vested during the period	$	1,213,000	$	1,753,000	$	4,723,000	$	5,165,000
Weighted average per share value of shares forfeited during the period	$	30.46	$	24.80	$	30.46	$	24.80
Total charge to operations:
Outstanding restricted stock grants	$	921,000	$	1,178,000	$	1,814,000	$	2,128,000
Outstanding RSUs		246,000		386,000		625,000		764,000
Total charge to operations	$	1,167,000	$	1,564,000	$	2,439,000	$	2,892,000

(a) There were no RSUs granted during the three or six months ended June 30, 2024 and 2023.

As of June 30, 2024, total compensation costs of $9,079,000 and $999,000 related to non-vested restricted stock awards and RSUs, respectively, have not yet been recognized. These compensation costs will be charged to General and administrative expense over the remaining respective vesting periods. The weighted average remaining vesting period is 2.6 years for the restricted stock and 1.5 years for the RSUs. The Company recognizes the effect of forfeitures on restricted stock awards and RSUs when they occur, and previously recognized compensation expense is reversed in the period the grant or unit is forfeited.

19

ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

JUNE 30, 2024 (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 June 30, 2024, 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				Six Months Ended
	June 30,				June 30,
	2024		2023		2024		2023
Numerator for basic and diluted earnings per share:
Net income	$	9,677	$	6,539	$	15,057	$	11,947
Deduct net income attributable to non-controlling interests		(124)		(20)		(349)		(42)
Deduct earnings allocated to unvested restricted stock (a)		(327)		(320)		(654)		(649)
Net income available for common stockholders: basic and diluted	$	9,226	$	6,199	$	14,054	$	11,256
Denominator for basic earnings per share:
Weighted average number of common shares outstanding		20,590		20,571		20,550		20,544
Effect of dilutive securities: RSUs		93		71		82		68
Denominator for diluted earnings per share:
Weighted average number of shares		20,683		20,642		20,632		20,612
Earnings per common share: basic and diluted	$	.45	$	.30	$	.68	$	.55

(a) Represents an allocation of distributed earnings to unvested restricted stock that, as participating securities, are entitled to receive dividends.

20

ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

JUNE 30, 2024 (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 and Six Months Ended June 30, 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)	85,250	26,750	42,625	69,375	15,875
July 1, 2022 (c)	83,240	36,765	—	36,765	46,475
August 3, 2021 (d)	79,622	39,811	—	39,811	39,811
Totals	248,112	103,326	42,625	145,951	102,161

Three and Six Months Ended June 30, 2023:
	Total Number	Shares Included Based on (a)
	of Underlying	Return on	Stockholder		Shares
Date of Award	Shares	Capital Metric	Return Metric	Total	Excluded (b)
July 1, 2022 (c)	85,350	42,675	—	42,675	42,675
August 3, 2021 (d)	80,700	40,350	—	40,350	40,350
August 3, 2020 (e)	75,026	37,494	37,494	74,988	38
Totals	241,076	120,519	37,494	158,013	83,063

(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 June 30 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 2023 and 2022 vest, subject to satisfaction of the applicable market and/or performance conditions, as of June 30, 2026 and 2025, respectively (see Note 10).

(d) With respect to the RSUs awarded August 3, 2021, 39,811 shares were deemed to have vested and the balance of 39,811 shares were forfeited as of June 30, 2024 (see Note 10). The vested shares will be issued in August 2024.

(e) With respect to the RSUs awarded August 3, 2020, 74,988 shares were deemed to have vested and the balance of 38 shares were forfeited as of June 30, 2023 (see Note 10). The vested shares were issued in August 2023.

21

ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

JUNE 30, 2024 (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):

	June 30,			December 31,
	2024			2023
Fair value of mortgages payable (a)	$	392,896		$	397,031
Carrying value of mortgages payable, gross	$	419,765		$	422,565
Fair value less than the carrying value	$	(26,869)		$	(25,534)
Blended market interest rate (a)		6.18	%		5.93	%
Weighted average interest rate		4.41	%		4.31	%
Weighted average remaining term to maturity (years)		6.0			5.9

(a) Estimated using unobservable inputs such as available market information and discounted cash flow analysis based on borrowing rates the Company believes it could obtain with similar terms and maturities. These fair value measurements fall within Level 3 of the fair value hierarchy.

Considerable judgment is necessary to interpret market data and develop 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 June 30, 2024, the Company had in effect 12 interest rate derivatives, all of which were interest rate swaps, related to 12 outstanding mortgage loans with an aggregate $28,183,000 notional amount maturing between 2024 and 2026 (weighted average remaining term to maturity of approximately one year). These interest rate swaps, all of which were designated as cash flow hedges, converted SOFR based variable rate mortgages to fixed annual rate mortgages. The interest rates range from 3.22% to 4.34% and a weighted average interest rate of 3.86% at June 30, 2024. The Company’s objective in using interest rate swaps is to add stability to interest expense. The Company does not use derivatives for trading or speculative purposes.

Fair values are approximated using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of the derivatives. This 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 June 30, 2024, the Company has assessed and determined the impact of the credit valuation adjustments on the overall valuation of its derivative positions is not significant. As a result, the Company determined its derivative valuation is classified in Level 2 of the fair value hierarchy. The Company does not currently own any financial instruments that are measured on a recurring basis and that are classified as Level 1 or 3.

22

ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

JUNE 30, 2024 (CONTINUED)

NOTE 12 – FAIR VALUE MEASUREMENTS (CONTINUED)

The fair value of the Company’s derivative financial instruments was determined to be the following (amounts in thousands):

		Carrying and		Balance Sheet
	As of	Fair Value		Classification
Financial assets: Interest rate swaps	June 30, 2024	$	567	Other assets
	December 31, 2023		824	Other assets

As of June 30, 2024 and December 31, 2023, there were no derivatives in a liability position.

The following table presents the effect of the Company’s derivative financial instruments on the consolidated statements of income for the periods presented (amounts in thousands):

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2024		2023		2024		2023
Amount of gain recognized on derivatives in other comprehensive income	$	58	$	488	$	241	$	367
Amount of reclassification from Accumulated other comprehensive income into Interest expense		246		347		518		635

During the twelve months ending June 30, 2025, the Company estimates an additional $477,000 will be reclassified from Accumulated other comprehensive income as a decrease to Interest expense.

The derivative agreements in effect at June 30, 2024 provide that if the wholly-owned subsidiary of the Company which is a party to such agreement defaults or is capable of being declared in default on any of its indebtedness, then a default can be declared on such subsidiary’s derivative obligation. In addition, the Company is a party to the derivative agreements and if there is a default by the subsidiary on the loan subject to the derivative agreement to which the Company is a party and if there are swap breakage losses on account of the derivative being terminated early, the Company could be held liable for such swap breakage losses.

Fair Value on a Non-Recurring Basis

Non-financial assets measured at fair value on a non-recurring basis in the consolidated financial statements consist of a property located in Hamilton, Ohio for which the Company recorded an impairment loss of $1,086,000 at June 30, 2024 (as discussed in Note 5). The Company determined fair value based on an executed contract of sale for the property which was determined to be a Level 3 input in the fair value hierarchy.

23

ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

JUNE 30, 2024 (CONTINUED)

NOTE 13 – NEW ACCOUNTING PRONOUNCEMENT

On January 1, 2024, the Company adopted the FASB ASU No. 2023-07, Segment Reporting – Improvements to Reportable Segments Disclosures, which enhances disclosures of significant segment expenses regularly provided to the chief operating decision maker.

Substantially all of the Company’s real estate assets, at acquisition, are comprised of real estate owned that is leased to tenants on a long-term basis. Therefore, the Company aggregates real estate assets for reporting purposes and operates in one reportable segment.

The Company’s Chief Operating Decision Makers (“CODMs”) are its Chief Executive Officer and Chief Operating Officer. As the Company operates in one reportable segment, the CODMs are provided financial reports which include (i) a consolidated income statement (detailing total revenues, operating income and net income) and (ii) Funds from Operations (“FFO”) and Adjusted Funds from Operations (“AFFO”). These financial reports assist the CODMs in assessing the Company’s financial performance and in allocating resources appropriately.

NOTE 14 – 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.

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Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations

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. 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 our results of operations, financial condition, cash flows, 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 retail, restaurant, theater and health and fitness sectors, which could impact our tenants’ ability to pay rent and expense reimbursement;

● 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;

● the level and volatility of interest rates;

● 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;

● 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 autonomous vehicles, reconfiguration of supply chains, robotics, 3D printing or other technologies;

● potential natural disasters, epidemics, pandemics or outbreak of infectious disease, such as COVID-19, and other potentially catastrophic events such as acts of war and/or terrorism; and

● the other risks, uncertainties and factors described in the reports and documents we file with the SEC including the risks, uncertainties and factors described in our Annual Report on Form 10-K for the year ended December 31, 2023 (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.

25

In light of the factors referred to above, the future events discussed or incorporated by reference in this report and other documents we file with the SEC may not occur, and actual results, performance or achievements could differ materially from those anticipated or implied in the forward-looking statements.  Given these uncertainties, you should not rely on any forward-looking statements.

Except as may be required under the United States federal securities laws, we undertake no obligation to publicly update our forward-looking statements, whether as a result of new information, future events or 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

As more fully described in our Annual Report, and in particular, the sections thereof entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, we face challenges due to the volatile economic environment, and certain of our properties and tenants face various challenges. Our cash flow and profitability will be adversely impacted if the issues with respect to the challenged tenants/properties identified in the Annual Report are not resolved in a satisfactory manner. There have been no material changes to the status of such tenants/ properties other than with respect to our Hamilton, Ohio property formerly tenanted by LA Fitness– see “–Sales Contract and Impairment Loss” below.

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 June 30, 2024, we own 106 properties (including two properties owned by consolidated joint ventures and two properties owned by unconsolidated joint ventures) located in 31 states. Based on square footage, our occupancy rate at June 30, 2024 is approximately 98.2%.

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.

We 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 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

26

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 2024 contractual base rent is approximately $70.9 million and represents, after giving effect to any abatements, concessions, deferrals or adjustments, the base rent payable to us during the twelve months ending June 30, 2025 under leases in effect at June 30, 2024.

Included in contractual rental income is $162,000 representing the base rent payable by Dick’s Sporting Goods (Champaign, Illinois) in the twelve months ending June 30, 2025, although such lease is subject to termination by the landlord or tenant upon 90 days’ notice.

Excluded from contractual rental income is an aggregate of $1.5 million comprised of:

● $1.3 million, subject to the property generating specified levels of positive operating cash flow, of estimated variable lease payments from The Vue, a multi-family complex which ground leases the underlying land from us and as to which there is uncertainty as to when and whether the tenant will resume paying rent, and

● $221,000 representing our share of the base rent payable to our joint ventures.

The following table sets forth scheduled expirations of leases at our properties as of June 30, 2024 for the years indicated below:

					Percentage of
		Approximate			Contractual
	Number of	Square Footage	Contractual		Rental Income
Lease Expiration (a)	Expiring	Subject to	Rental Income Under		Represented by
12 Months Ending June 30,	Leases	Expiring Leases (b)	Expiring Leases		Expiring Leases
2025	13	515,309	$	3,223,845	4.6
2026	12	670,745		4,156,636	5.9
2027	30	1,162,861		8,384,629	11.8
2028	25	2,151,955		12,976,997	18.3
2029	22	1,805,370		11,936,539	16.9
2030	10	713,188		4,481,164	6.3
2031	12	1,046,676		6,893,731	9.7
2032	5	401,899		2,288,825	3.2
2033	13	857,298		6,456,361	9.1
2034	8	466,724		5,467,346	7.7
2035 and thereafter	8	772,695		4,591,937	6.5
	158	10,564,720	$	70,858,010	100.0

(a) Lease expirations assume tenants do not exercise existing renewal or termination options.

(b) Excludes an aggregate of 195,988 square feet of vacant space.

27

Property Transactions

Completed Acquisitions during the three months ended June 30, 2024

We acquired industrial properties in Albuquerque, New Mexico and Savannah, Georgia for an aggregate purchase price of $11.7 million, incurred $108,000 of transaction costs that were capitalized and subsequently obtained new mortgage debt in the aggregate of $6.2 million bearing an interest rate of 6.00% and maturing between 2032 and 2035 (see Note 4 to our consolidated financial statements). These properties contributed $160,000 of rental income, net, $76,000 of operating expenses (including depreciation and amortization expense of $71,000) and $25,000 of mortgage interest expense. We estimate that commencing July 1, 2024, the aggregate quarterly rental income (excluding variable lease revenues), depreciation and amortization expense and mortgage interest expense from these properties will be $252,000, $103,000 and $93,000, respectively.

Acquisition Contracts

On June 13, 2024, we entered into a contract to acquire a 302,347 square foot, multi-tenant industrial property located in Council Bluffs, Iowa for $33.0 million (“Council Bluffs I”). In connection with the acquisition, we anticipate obtaining new mortgage debt of approximately $18.4 million bearing an interest rate of 6.08% (interest only until 2029) and maturing in 2034. We anticipate paying the balance of the purchase price from our available cash. We estimate the annual base rent will be approximately $2.1 million (with annual base rent increases ranging from 1.90% to 3.25%) and anticipate the closing will occur during the three months ending September 30, 2024.

On August 1, 2024, we entered into a contract, subject to our right to terminate, to acquire a 236,324 square foot, multi-tenant industrial property located in Council Bluffs, Iowa for $28.3 million (“Council Bluffs II”; and together with Council Bluffs I, the “Council Bluffs Acquisitions”). In connection with this acquisition, we anticipate obtaining new mortgage debt of approximately $17.0 million bearing an interest rate of 5.89% (interest only until 2029) and maturing in 2034. We anticipate paying the balance of the purchase price from our available cash. We estimate the annual base rent will be approximately $1.9 million (with annual base rent increases ranging from 3.00% to 3.25%) and anticipate the closing will occur during September or October 2024.

Completed Sales during the three months ended June 30, 2024

We sold the following properties (amounts in thousands):

							2023
			Gross		Gain on				Depreciation &		Real Estate
			Sales		Sale of Real		Rental		Amortization		Operating
Description of Property	City, State	Date Sold	Price		Estate, net		Income		Expense		Expenses
Applebee's restaurant property	Kennesaw, Georgia	May 6, 2024	$	2,834	$	964	$	187	$	38	$	—
FedEx industrial property	Miamisburg, Ohio	May 9, 2024		2,793		1,507		238		59		35
Havertys retail property	Wichita, Kansas	June 6, 2024		6,600		1,884		544		140		—
Urban Outfitters retail property	Lawrence, Kansas	June 7, 2024		1,300		43		155		36		40
Walgreens retail property (a)	Cape Girardeau, Missouri	June 10, 2024		2,793		978		203		46		5
Vacant retail property (b)	Kennesaw, Georgia	June 28, 2024		6,700		2,072		111		240		80
			$	23,020	$	7,448	$	1,438	$	559	$	160

(a) This property was owned by a consolidated joint venture in which we held a 95% interest. The non-controlling interest’s share of the gain was $105. During 2023, this property incurred mortgage interest expense of $41. The mortgage debt was paid off in January 2024.

(b) This property was formerly tenanted by Bed Bath & Beyond and became vacant in April 2023. During 2023, this property incurred mortgage interest expense of $173. In connection with this sale, we paid off the $4,412 mortgage on this property.

Generally, we sold these properties due to our belief that such property had achieved its maximum potential value; our concern with respect to the long-term prospects for the tenant or the geographic sub-market; or due to concern in our ability, on acceptable terms, to refinance the property’s mortgage debt or re-lease the property. A significant portion of the net proceeds of these sales have been invested in short-term U.S. treasury bills. We may during the balance of 2024, sell several more properties, including some retail properties.

28

Sales Contracts and Impairment Loss

On July 1, 2024, we entered into a contract to sell our vacant industrial property in Wauconda, Illinois for $4.5 million. This property was formerly tenanted by Echo, Inc. whose lease expired in January 2024. This property contributed $430,000 of rental income, net, and $298,000 of operating expenses (including depreciation and amortization expense of $168,000), during the year ended December 31, 2023. We anticipate that, subject to the buyer’s right to terminate this contract, this transaction will be completed by September 30, 2024 and estimate that we will recognize a gain on sale of real estate, net, of approximately $1.2 million on the consolidated statement of income during the three months ending September 30, 2024.

On July 11, 2024, we entered into a contract to sell our health and fitness property in Hamilton, Ohio for $4.4 million. This property was formerly tenanted by LA Fitness whose lease expired in May 2024. In connection with the proposed sale, we recorded an impairment charge of $1.1 million during the three and six months ended June 30, 2024. This property contributed $893,000 of rental income, net, $394,000 of operating expenses (including depreciation and amortization expense of $206,000) and $198,000 of mortgage interest expense during the year ended December 31, 2023. We anticipate that, subject to the buyer’s right to terminate this contract, this property will be sold at a nominal gain during the three months ending September 30, 2024.

Equity Incentive Program Activity

On July 16, 2024, we awarded an aggregate of 88,250 shares subject to restricted stock units (“RSUs”), and related dividend equivalent rights. Generally, the awards vest in 2027 subject to satisfaction of, among other things, market and performance conditions similar to the conditions applicable to the RSUs granted in 2023 and 2022.

On August 6, 2024, we determined that the performance and market conditions with respect to the vesting of 39,811 of the 80,700 RSUs granted in 2021 had been met as of June 30, 2024, and authorized the issuance of 39,811 shares of common stock. We anticipate paying the holders of the RSUs an aggregate of approximately $215,000 with respect to the dividend equivalent rights with respect to the vested shares.

29

Results of Operations

Total revenues

The following table compares total revenues for the periods indicated:

	Three Months Ended							Six Months Ended
	June 30,				Increase			June 30,				Increase
(Dollars in thousands)	2024		2023		(Decrease)		% Change	2024		2023		(Decrease)		% Change
Rental income, net	$	21,800	$	22,407	$	(607)	(2.7)	$	44,246	$	45,359	$	(1,113)	(2.5)
Lease termination fee		—		—		—	—		250		—		250	n/a
Total revenues	$	21,800	$	22,407	$	(607)	(2.7)	$	44,496	$	45,359	$	(863)	(1.9)

Rental income, net

The following table details the components of rental income, net, for the periods indicated:

	Three Months Ended							Six Months Ended
	June 30,				Increase			June 30,				Increase
(Dollars in thousands)	2024		2023		(Decrease)		% Change	2024		2023		(Decrease)		% Change
Acquisitions (a)	$	529	$	—	$	529	n/a	$	883	$	—	$	883	n/a
Dispositions (b)		213		1,041		(828)	(79.5)		543		2,321		(1,778)	(76.6)
Same store (c)		21,058		21,366		(308)	(1.4)		42,820		43,038		(218)	(0.5)
Rental income, net	$	21,800	$	22,407	$	(607)	(2.7)	$	44,246	$	45,359	$	(1,113)	(2.5)

(a) Represents rental income from three properties acquired since January 1, 2023.

(b) Represents rental income from properties sold since January 1, 2023.

(c) Represents rental income from 101 properties that were owned for the entirety of the periods presented.

Changes at same store properties

The changes in same store rental income during the three and six months ended June 30, 2024 are due primarily to decreases of:

- $335,000 and $552,000, respectively, from lease expirations at various properties (including $155,000 and $251,000, respectively, from LA Fitness – Hamilton, Ohio),

- $283,000 and $781,000, respectively, from our two Regal Cinemas properties due to lease amendments effectuated in connection with its 2023 bankruptcy reorganization, and

- for the three months ended June 30, 2024, $140,000 in tenant reimbursements, primarily related to real estate tax expenses.

The decreases were offset during the three and six months ended June 30, 2024 by increases in rental income of:

- $324,000 and $658,000, respectively, from various lease amendments and extensions at our properties,

- $156,000 and $294,000, respectively, due to new tenants at various properties, and

- for the six months ended June 30, 2024, $175,000 in tenant reimbursements, of which $137,000 relates to operating expenses generally incurred during such period.

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Lease Termination Fee

In March 2024, a consolidated joint venture in Lakewood, Colorado, in which we hold a 90% interest, received a lease termination fee of $250,000 from a tenant due to the early termination of its lease in connection with the sale of the related restaurant parcel.

Operating Expenses

The following table compares operating expenses for the periods indicated:

	Three Months Ended							Six Months Ended
	June 30,				Increase			June 30,				Increase
(Dollars in thousands)	2024		2023		(Decrease)		% Change	2024		2023		(Decrease)		% Change
Operating expenses:
Depreciation and amortization	$	5,965	$	6,114	$	(149)	(2.4)	$	11,986	$	12,259	$	(273)	(2.2)
General and administrative		3,776		4,165		(389)	(9.3)		7,699		8,204		(505)	(6.2)
Real estate expenses		3,976		3,954		22	.6		8,446		8,078		368	4.6
Impairment Loss		1,086		—		1,086	n/a		1,086		—		1,086	n/a
State taxes		47		88		(41)	(46.6)		110		156		(46)	(29.5)
Total operating expenses	$	14,850	$	14,321	$	529	3.7	$	29,327	$	28,697	$	630	2.2

Depreciation and amortization. The decreases in the three and six months ended June 30, 2024 are due primarily to (i) decreases of $367,000 and $723,000, respectively, related to tenant origination costs at several properties that prior to June 30, 2024 were fully amortized, and (ii) the inclusion in the corresponding 2023 periods of $253,000 and $412,000, respectively, of such expense from the properties sold since January 1, 2023.

The decreases were offset by (i) $291,000 and $511,000, respectively, of such expense from three properties acquired since January 1, 2023, and (ii) $118,000 and $247,000, respectively, of depreciation from improvements at several properties.

General and administrative. The decreases in the three and six months ended June 30, 2024 are due primarily to decreases in non-cash compensation expense due to (i) the inclusion of $233,000 in the corresponding 2023 periods from the retirement, and related accelerated vesting, of an executive officer’s restricted stock awards, and (ii) decreases of $140,000 and $138,000, respectively, from the re-assessment of the achievability of performance metrics related to the RSUs.

Real estate expenses. The increase in the six months ended June 30, 2024 is due primarily to $229,000 from a property acquired in 2023.

A substantial portion of real estate expenses is rebilled to tenants and is included in Rental income, net, on the consolidated statements of income.

Impairment loss. During the three and six months ended June 30, 2024, we recorded a $1.1 million impairment loss at our Hamilton, Ohio property formerly tenanted by LA Fitness. (See Note 5 to our consolidated financial statements).

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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							Six Months Ended
	June 30,				Increase			June 30,				Increase
(Dollars in thousands)	2024		2023		(Decrease)		% Change	2024		2023		(Decrease)		% Change
Gain on sale of real estate, net	$	7,448	$	3,180	$	4,268	134.2	$	9,232	$	4,714	$	4,518	95.8

The following table lists the sold properties and the related gains, net, for the periods indicated:

	Three Months Ended				Six Months Ended
	June 30,				June 30,
(Dollars in thousands)	2024		2023		2024		2023
Restaurant parcel - Lakewood, Colorado (a)	$	—	$	—	$	1,784	$	—
Restaurant property - Kennesaw, Georgia		964		—		964		—
Industrial property - Miamisburg, Ohio		1,507		—		1,507		—
Retail property - Wichita, Kansas		1,884		—		1,884		—
Retail property - Lawrence, Kansas		43		—		43		—
Retail property - Cape Girardeau, Missouri (b)		978		—		978		—
Vacant retail property - Kennesaw, Georgia		2,072		—		2,072		—
Restaurant property - Hauppauge, New York		—		—		—		1,534
Retail property - Duluth, Georgia		—		3,180		—		3,180
Total Gain on sale of real estate, net	$	7,448	$	3,180	$	9,232	$	4,714

(a) This restaurant parcel, at our Lakewood, Colorado multi-tenant shopping center, 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.

(b) This property was owned through a consolidated joint venture in which we had a 95% interest. The non-controlling interest’s share of this gain was $105.

Other Income and Expenses

The following table compares other income and expenses for the periods indicated:

	Three Months Ended							Six Months Ended
	June 30,				Increase		%	June 30,				Increase		%
(Dollars in thousands)	2024		2023		(Decrease)		Change	2024		2023		(Decrease)		Change
Other income and expenses:
Equity in earnings of unconsolidated joint ventures	$	43	$	60	$	(17)	(28.3)	$	96	$	145	$	(49)	(33.8)
Other income		276		28		248	885.7		543		43		500	1,162.8
Interest:
Expense		(4,750)		(4,610)		140	3.0		(9,467)		(9,210)		257	2.8
Amortization and write-off of deferred financing costs		(290)		(205)		85	41.5		(516)		(407)		109	26.8

Other Income. The increases in the three and six months ended June 30, 2024 are due to increases of $113,000 and $305,000, respectively, in interest income from investments in short-term U.S. treasury bills. The balance of the increase is due to various factors, none of which was individually significant.

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Interest expense. The following table compares interest expense for the periods indicated:

	Three Months Ended							Six Months Ended
	June 30,				Increase		%	June 30,				Increase		%
(Dollars in thousands)	2024		2023		(Decrease)		Change	2024		2023		(Decrease)		Change
Interest expense:
Mortgage interest	$	4,687	$	4,282	$	405	9.5	$	9,341	$	8,522	$	819	9.6
Credit line interest		63		328		(265)	(80.8)		126		688		(562)	(81.7)
Total	$	4,750	$	4,610	$	140	3.0	$	9,467	$	9,210	$	257	2.8

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										Six Months Ended
	June 30,						Increase			%	June 30,						Increase			%
(Dollars in thousands)	2024			2023			(Decrease)			Change	2024			2023			(Decrease)			Change
Weighted average principal amount	$	420,732		$	411,537		$	9,195		2.2	$	422,077		$	410,783		$	11,294		2.7
Weighted average interest rate		4.42	%		4.14	%		0.28	%	6.8		4.39	%		4.13	%		0.26	%	6.3

The increases in mortgage interest in the three and six months ended June 30, 2024 are due primarily to increases in the average principal amount of mortgage debt outstanding as a result of financings and refinancings, offset by mortgage payoffs (generally in connection with scheduled maturities) and scheduled amortization payments.

Credit line interest

The decreases in credit line interest in the three and six months ended June 30, 2024 are due to the payoff of the principal balance outstanding on the credit facility. The interest expense of $63,000 and $126,000 for the three and six months ended June 30, 2024, respectively, constitutes the unused facility fee.

The weighted average interest rate was 6.69% and 6.44% for the three and six months ended June 30, 2023, respectively, and the weighted average principal amount outstanding was $16.6 million and $18.4 million for the three and six months ended June 30, 2023, respectively.

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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 August 1, 2024, was $134.1 million, including $34.1 million of cash and cash equivalents (including the credit facility’s required minimum $3.0 million average deposit maintenance balance) and up to $100.0 million available under our credit facility. At August 1, 2024, the facility is available for the acquisition of commercial real estate, repayment of mortgage debt, and up to $40.0 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:

● operating cash requirements (including debt service, anticipated dividend payments and, if any, repurchases of our common stock), principally from cash flow from operations, our available cash and cash equivalents, proceeds from and, to the extent permitted and needed, our credit facility,

● investing cash requirements (including an estimated $26 million (net of anticipated financing) for the Council Bluffs’ Acquisitions and $3 million of capital expenditures on existing properties), from the foregoing, as well as property sales, sales of our common stock and property financings and refinancings, and

● financing cash requirements as described below.

At June 30, 2024, we had 68 outstanding mortgages payable secured by 69 properties in the aggregate principal amount of $419.8 million (before netting unamortized deferred financing costs of $3.6 million and mortgage intangibles of $736,000). These mortgages represent first liens on individual real estate investments with an aggregate carrying value of $672.6 million, before accumulated depreciation of $131.3 million. After giving effect to interest rate swap agreements, the mortgage payments bear interest at fixed rates ranging from 3.05% to 8.33% (a 4.41% weighted average interest rate) and mature between 2024 and 2047 (a 6.0 year weighted average remaining term to maturity).

The following table sets forth, as of June 30, 2024, information with respect to our mortgage debt that is payable during the six months ending December 31, 2024 and for each of the subsequent twelve months through December 31, 2027:

(Dollars in thousands)	2024			2025			2026			2027			Total
Amortization payments	$	5,884		$	10,842		$	10,794		$	9,721		$	37,241
Principal due at maturity		25,309			29,157			19,179			38,525			112,170
Total	$	31,193		$	39,999		$	29,973		$	48,246		$	149,411
Weighted average interest rate on principal due at maturity		4.74	%		4.34	%		3.88	%		3.64	%		4.11	%

(1)

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 2024 through 2027. In particular, during the quarter ending September 30, 2024, we anticipate paying off approximately $9 million to $11 million of mortgages maturing in 2024 (of which we anticipate approximately $6 million will be paid from the proceeds on the sale of the related properties). We anticipate that during the quarter ending September 30, 2024, we will obtain gross proceeds of between $21 million and $26 million from property financings (net of refinanced amounts ranging from $9 million to $12 million, respectively). On such debt, we expect the weighted average interest rate to range from 6.11% to 6.13% and the weighted average remaining term to maturity to range from five years to six years.

We anticipate refinancing a substantial portion of the remaining debt maturing in 2024 and 2025, although given the significant increase in interest rates over the past year, we can provide no assurance that we will be able to do so on terms as favorable as those currently in effect or at all. 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 property sales and, if any, the sale of our common stock, and our credit facility (to the extent available).

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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 use 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.

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 six months ended June 30, 2024 and 2023. There is an unused facility fee of 0.25% per annum on the difference between the outstanding loan balance and $100.0 million. The credit facility requires the maintenance of $3.0 million in average deposit balances. The interest rate on the facility was 7.09% at each of June 30, 2024 and August 1, 2024.

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 June 30, 2024, we were in compliance with the covenants under this facility.

Other Financing Sources and Arrangements

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 six months ended June 30, 2024 and 2023. At June 30, 2024, the carrying value of the land on our balance sheet was approximately $17.3 million; our leasehold position is subordinate to $62.9 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 6 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.

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Funds from Operations and Adjusted Funds from Operations

We compute funds from operations, or FFO, in accordance with the “White Paper on Funds From Operations” issued by the National Association of Real Estate Investment Trusts (“NAREIT”) and NAREIT’s related guidance. FFO is defined in the White Paper as net income (calculated in accordance with GAAP), excluding depreciation and amortization related to real estate, gains and losses from the sale of certain real estate assets, gains and losses from change in control, impairment write-downs of certain real estate assets and investments in entities where the impairment is directly attributable to decreases in the value of depreciable real estate held by the entity. Adjustments for unconsolidated partnerships and joint ventures are calculated to reflect FFO on the same basis. In computing FFO, we do not add back to net income the amortization of costs in connection with our financing activities or depreciation of non-real estate assets.

We compute adjusted funds from operations, or AFFO, by adjusting from FFO for straight-line rent accruals and amortization of lease intangibles, deducting from income additional rent from ground lease tenant, income on settlement of litigation, income on insurance recoveries from casualties, lease termination and assignment fees, and adding back amortization of restricted stock and restricted stock unit compensation expense, amortization of costs in connection with our financing activities (including our share of our unconsolidated joint ventures), debt prepayment costs and amortization of lease incentives and 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.

36

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				Six Months Ended
	June 30,				June 30,
	2024		2023		2024		2023
GAAP net income attributable to One Liberty Properties, Inc.	$	9,553	$	6,519	$	14,708	$	11,905
Add: depreciation and amortization of properties		5,770		5,925		11,602		11,894
Add: our share of depreciation and amortization of unconsolidated joint ventures		5		130		11		259
Add: impairment loss		1,086		—		1,086		—
Add: amortization of deferred leasing costs		195		189		384		365
Add: our share of amortization of deferred leasing costs of unconsolidated joint ventures		—		5		1		10
Deduct: gain on sale of real estate, net		(7,448)		(3,180)		(9,232)		(4,714)
Adjustments for non-controlling interests		85		(18)		245		(35)
NAREIT funds from operations applicable to common stock		9,246		9,570		18,805		19,684
Deduct: straight-line rent accruals and amortization of lease intangibles		(509)		(626)		(1,169)		(1,520)
Deduct: our share of straight-line rent accruals and amortization of lease intangibles of unconsolidated joint ventures		(2)		(4)		(3)		(9)
Deduct: lease termination fee income		—		—		(250)		—
Deduct: other income		(27)		—		(55)		—
Deduct: additional rent from ground lease tenant		—		(16)		—		(16)
Add: amortization of restricted stock and RSU compensation		1,167		1,564		2,439		2,892
Add: amortization and write-off of deferred financing costs		290		205		516		407
Add: amortization of lease incentives		30		30		60		61
Add: amortization of mortgage intangible assets		34		23		69		46
Add: our share of amortization of deferred financing costs of unconsolidated joint venture		—		4		—		8
Adjustments for non-controlling interests		—		—		27		—
Adjusted funds from operations applicable to common stock	$	10,229	$	10,750	$	20,439	$	21,553

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2024		2023		2024		2023
GAAP net income attributable to One Liberty Properties, Inc.	$	.45	$	.30	$	.68	$	.55
Add: depreciation and amortization of properties		.27		.28		.55		.56
Add: our share of depreciation and amortization of unconsolidated joint ventures		—		.01		—		.01
Add: impairment loss		.05		—		.05		—
Add: amortization of deferred leasing costs		.01		.01		.02		.02
Add: our share of amortization of deferred leasing costs of unconsolidated joint ventures		—		—		—		—
Deduct: gain on sale of real estate, net		(.35)		(.15)		(.43)		(.22)
Adjustments for non-controlling interests		—		—		.01		—
NAREIT funds from operations per share of common stock (a)		.43		.45		.88		.92
Deduct: straight-line rent accruals and amortization of lease intangibles		(.01)		(.03)		(.05)		(.06)
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		—		—		—		—
Deduct: additional rent from ground lease tenant		—		—		—		—
Add: amortization of restricted stock and RSU compensation		.05		.07		.11		.13
Add: amortization and write-off of deferred financing costs		.01		.01		.02		.02
Add: amortization of lease incentives		—		—		—		—
Add: amortization of mortgage intangible assets		—		—		—		—
Add: our share of amortization of deferred financing costs of unconsolidated joint venture		—		—		—		—
Adjustments for non-controlling interests		—		—		—		—
Adjusted funds from operations per share of common stock (a)	$	.48	$	.50	$	.95	$	1.01

(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.

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Three months ended June 30, 2024 and 2023

The $324,000, or 3.4%, decrease in FFO for the three months ended June 30, 2024 from the corresponding 2023 period is due primarily to:

● a $607,000 decrease in rental income, net,

● a $147,000 decrease in equity in earnings from our unconsolidated joint ventures due to the inclusion and exclusion, in the 2023 period, of rent income and depreciation expense, respectively, from our former Manahawkin, New Jersey shopping center (the “Manahawkin Property), which was sold in December 2023, and

● a $140,000 increase in interest expense.

Offsetting the decrease is:

● a $389,000 decrease in general and administrative expenses, and

● a $248,000 increase in other income.

The $521,000, or 4.8%, decrease in AFFO for the three months ended June 30, 2024 from the corresponding 2023 period is due to the factors impacting FFO as described immediately above, excluding the (i) $397,000 decrease in general and administrative expenses related to the amortization of restricted stock and RSU compensation and (ii) a $117,000 increase in rental income, net, due to the exclusion of the amortization of straight line rent and lease-related intangibles.

See “—Results of Operations” for further information regarding these changes.

Six months ended June 30, 2024 and 2023

The $879,000, or 4.5%, decrease in FFO for the six months ended June 30, 2024 from the corresponding 2023 period is due primarily to:

● a $1.1 million decrease in rental income, net,

● a $368,000 increase in real estate operating expenses,

● a $306,000 decrease in equity in earnings from our unconsolidated joint ventures, as described above with respect to the Manahawkin Property, and

● a $257,000 increase in interest expense.

Offsetting the decrease is:

● a $505,000 decrease in general and administrative expenses

● a $500,000 increase in other income, and

● $250,000 of lease termination fee income.

The $1.1 million, or 5.2%, decrease in AFFO for the six months ended June 30, 2024 from the corresponding 2023 period is due to the factors impacting FFO as described immediately above, excluding the (i) $453,000 decrease in general and administrative expenses related to the amortization of restricted stock and RSU compensation, (ii) a $351,000 increase in rental income, net, due to the exclusion of the amortization of straight line rent and lease-related intangibles, and (iii) $250,000 lease termination fee income.

See “—Results of Operations” for further information regarding these changes.

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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 June 30, 2024, we had no liability in the event of the early termination of our swaps.

At June 30, 2024, we had 12 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 June 30, 2024, if there had been an increase of 100 basis points in forward interest rates, the fair market value of the interest rate swaps and the net unrealized gain on derivative instruments would have increased by $177,000. 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 $180,000. 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.

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.

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 June 30, 2024 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

39

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

A subsidiary of ours is a defendant in a lawsuit entitled Eastgate LLC, et al. v. OLP Beachwood OH LLC, in the United States District Court for the Northern District of Ohio, Eastern Division, with respect to our land parcel in Beachwood, Ohio.  The plaintiffs own the office building adjacent to our parcel and, among other things, seek to declare as void and unenforceable, deed restrictions prohibiting the use of a portion of their property for multi-family residential purposes. The lawsuit is in the preliminary pleading stage and we believe we have meritorious defenses.

Item 5. Other Information

None of our officers or directors had any contract, instruction, or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any "non-Rule 10b5-1 trading arrangement" in effect at any time during the three months ended June 30, 2024.

Item 6.  Exhibits

Exhibit No.	Title of Exhibit
10.1*	Form of Performance Agreement for RSU grants in 2024 pursuant to the 2022 Incentive Plan.
31.1	Certification of President and Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Senior Vice President and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of President and Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of Senior Vice President and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101	The following financial statements and notes from the One Liberty Properties, Inc. Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2024 filed on August 7, 2024, 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.

40

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: August 7, 2024	/s/ Patrick J. Callan, Jr.
	Patrick J. Callan, Jr.
	President and Chief Executive Officer
	(principal executive officer)
Date: August 7, 2024	/s/ Isaac Kalish
	Isaac Kalish
	Senior Vice President and
	Chief Financial Officer
	(principal financial officer)

41

EX-10.1

EXHIBIT 10.1

PERFORMANCE AWARDS AGREEMENT

ONE LIBERTY PROPERTIES, INC.

Name of Participant:

Number of ROC Units:

Number of TSR Units:

Grant Date: July 16, 2024

THIS PERFORMANCE AWARD AGREEMENT is entered into as of the grant date (the “Grant Date”) set forth above, between One Liberty Properties, Inc., a Maryland corporation (“Company”), and the participant identified above (the “Participant”).

WHEREAS, the stockholders of the Company have adopted the One Liberty Properties, Inc. 2022 Incentive Plan (“Plan”); and

WHEREAS, the Compensation Committee of the Board of Directors (“Committee”) has granted, pursuant to the Plan, (i) Performance Awards in the form of restricted stock units (“Units”) to the Participant pursuant to which shares of the Company’s common stock underlying the Units are issuable upon the attainment by the Company during the Performance Cycle of the Performance Criteria established by the Committee as set forth in Exhibit A hereto and (ii) cash settled dividend equivalent rights which are granted in tandem with the Units, all as further set forth herein;

NOW THEREFORE, the parties hereby agree as follows:

1.Incorporation of the Plan. All provisions of this Agreement and the rights of Participant hereunder are subject in all respects to the provisions of the Plan and the powers of the Committee therein provided.  Capitalized terms used in this Agreement but not defined herein shall have the meaning set forth in the Plan. The Participant acknowledges receipt of the Plan, the Prospectus dated June 10, 2022, the Prospectus Supplement dated the Grant Date and the Clawback Policy (as defined in Section 9 of this Agreement).

2.Grant Date. Pursuant to the Plan, the Company, effective as of the Grant Date, grants the Units to the Participant, subject to the terms and conditions of the Plan and those set forth herein.

3.Forfeiture.  Upon a termination, prior to June 30, 2027, of the Participant’s status as a Participant (as defined in the Plan) for any reason other than a DDR Event (as defined herein) or Change in Control, all Units that have not vested shall immediately terminate and be forfeited without consideration.

4.Issuance of Shares. As soon as practicable after the Units become vested and non-forfeitable, but in no event later than March 15 following the calendar year of vesting, the Participant shall receive one share (the “Share” or “Shares”) of Company common stock for each vested Unit. In the event that a fraction of a Share would be issued, the number of Shares to be issued shall be rounded to the nearest whole share. Any delivery of Shares under this Agreement may be made by delivery of a share certificate or by means of a credit of Shares in book entry form.

5.Vesting. The Units awarded to the Participant, except as otherwise provided herein, become vested and non-forfeitable to the extent, but only to the extent, that the Committee determines that the applicable Performance Criteria set forth in Exhibit A have been satisfied at the end of the Performance Cycle (the “Vesting Date”). Notwithstanding the forfeiture provision of Section 3 hereof, the interest of the Participant in the Units vest as follows:

(a) a pro rata number of Units upon termination of the Participant’s relationship with the Company due to death, Disability or Retirement (collectively a “DDR Event”) during the Performance Cycle, but only with respect to Units that would otherwise have vested at the end of the Performance Cycle. For the purposes of this Section 5(a), the pro rata number of Units that vest equals the product obtained by multiplying the total number of Units awarded pursuant to this Agreement that would have vested based on performance by a fraction, the numerator of which is the number of days commencing July 1, 2024 and ending on the date of the DDR Event, and the denominator of which is the total number of days in the Performance Cycle.

(b) all of the Units vest upon a Change in Control if the effective date thereof is after December 31, 2025. If the effective date of the Change in Control occurs prior to or on December 31, 2025, a pro rata number of Units vest upon such Change in Control (unless the Committee, in its discretion, determines to vest all Units upon Change in Control without proration). For the purposes of this Section 5(b), the pro rata number of Units that vest equals the product obtained by multiplying the total number of Units awarded pursuant to this Agreement by a fraction, the numerator of which is the number of days commencing on July 1, 2024 and ending on the effective date of the Change in Control, and the denominator of which is the total number of days in the period commencing July 1, 2024 and ending December 31, 2025.

(c) if a Participant’s relationship with the Company terminates due to a DDR Event and subsequent thereto (but prior to June 30, 2025) there is a Change in Control, then notwithstanding anything to the contrary herein, the number of Units which vest and the number of Shares issuable to the Participant, the Participant’s guardian, personal representative or estate, as the case may be, equals the product obtained by multiplying the total number of Units subject to this Agreement by a fraction, the numerator of which is the number of days commencing July 1, 2024 and ending on the date of the DDR Event, and the denominator of which is the total number of days in the period commencing July 1, 2024 and ending on the effective date of the Change in Control.

6. Restrictions on Transfer. The Units awarded pursuant to this Agreement may not be sold, pledged or otherwise transferred and may not be subject to lien, garnishment, attachment or other legal process.

7. Rights as a Stockholder; Dividend Equivalents.

(a) The Participant does not have any rights of a stockholder with respect to the Shares underlying the Units unless and until the Units vest and are settled in Shares.

(b) The Participant shall not be entitled to receive any dividend equivalent payments with respect to the Shares underlying the Units unless and until such Units vest.  Within 60 days following the date on which the Units vest, the Company will pay the Participant in respect of each Unit that has vested, an amount equal to the

aggregate amount of cash dividends that would have been paid in respect of the Shares underlying such earned Units had such Shares been issued and outstanding on the first day of the Performance Cycle through the date immediately preceding the settlement of the underlying shares on or after the vesting of such RSUs.

8. Taxes. Participant is liable for any and all taxes, including withholding taxes, arising out of this grant, the vesting of Units, the payments contemplated by Section 7(b) of this Agreement and the issuance of Shares hereunder.

9. Claw-back. Participant acknowledges and agrees that the grant of the Units and the issuance of Shares is subject to the applicable provisions of any claw-back or similar policy implemented by the Company, whether implemented prior to or after the grant of this Award, including without limitation the Company’s Clawback Policy effective as of October 2, 2023, as amended from time-to-time (the “Clawback Policy”).

10. Miscellaneous

(a) Neither this Agreement nor the granting or vesting of Units confers upon the Participant any right to continue as a Participant, nor does it interfere in any way with the right of the Company or an affiliate to terminate Participant’s status as a Participant at any time.

(b) The parties agree to execute such further documents and instruments and to take such action as may reasonably be necessary to carry out the intent of this Agreement.

(c) This Award is governed by the laws of the State of Maryland (without regard to its choice of law principles) and applicable Federal law.

(d) Subject to the terms of the Plan, the Committee has the right to amend this Agreement, prospectively or retroactively; provided that no such amendment or alteration shall adversely affect Participant's material rights under this Agreement without Participant's consent and pursuant to a writing executed by the parties hereto which specifically states that it is amending this Agreement.

(e) Subject to Section 9 of this Agreement, this Agreement and the Plan constitute the entire contract between the parties hereto with regard to the subject matter hereof and supersede any other agreements, representations or understandings (whether oral or written and whether express or implied) that relate to the subject matter hereof.

This Agreement has been executed and delivered by the parties as of the date hereof.

ONE LIBERTY PROPERTIES, INC.

By: ____________________________

Isaac Kalish, Chief Financial Officer

____________________________

Signature of Participant

____________________________

Name of Participant

EXHIBIT A

PERFORMANCE CRITERIA

The number of Restricted Stock Units (“Units”) that vest, will be determined by the Compensation Committee as soon as practicable after the completion of the three-year Performance Cycle (which commences July 1, 2024 and ends June 30, 2027), using the following Performance Criteria:

Return on Capital: The issuance of Shares underlying the ROC Units identified on the cover page of this Agreement are subject to the satisfaction of an average annual return on capital metric during the Performance Cycle. If the average of the annual return on capital during the Performance Cycle is:

● at least 8.75%, all the ROC Units vest;

● less than 6.0%, none of the ROC Units vest; and

● equals or exceeds 6.0% but less than 8.75%, then a proportional number of ROC Units vest.

Return on capital means adjusted funds from operations, as determined below, divided by average capital, as determined below. Adjusted funds from operations means funds from operations, determined in accordance with the National Association of Real Estate Investment Trusts definition, adjusted for straight-line rent accruals and amortization of lease intangibles, and adding and deducting gains and losses, respectively, on sales of properties. Gains and/or losses on property sales shall equal the sales price for a property less the purchase price, costs of capital improvements and costs of sale. Such return shall be calculated for each twelve-month period beginning July 1, 2024. Average capital is defined as stockholders’ equity, plus depreciation and amortization, adjusted for intangibles, and for each twelve month period during the Performance Cycle, shall be measured by reference to the quotient obtained by dividing (a) the sum of the capital as of July 1 and the following June 30 by (b) two. The average annual return on capital shall be determined for each twelve-month period beginning July 1, 2024, 2025 and 2026, and whether and to the extent an award vests, will be based on the average of such averages.

Total Stockholder Return: The issuance of Shares underlying the TSR Units identified on the cover page of this Agreement is subject to the satisfaction of an average annual total stockholder return metric during the Performance Cycle, calculated as described below.

If the average annual total stockholder return during the Performance Cycle is:

● at least 11.0%, all of the TSR Units vest;

● less than 6.0%, none of the TSR Units vest; and

● equals or exceeds 6.0% but less than 11.0%, a proportional number of TSR Units vest.

Total stockholder return (expressed as a percentage), for each twelve month period beginning July 1, shall equal the quotient obtained by dividing (a) the sum of (i): the volume weighted average price (the “VWAP”) of the Company’s common stock for the twenty (20) trading days ending on the last trading day of the measurement period (the applicable June 30^th), (ii) plus all dividends paid during the measurement period and (iii) minus the VWAP of the Company’s common stock for the twenty (20) trading days ending at the start of the measurement period (the applicable July 1^st) and (b) by the VWAP of the Company’s common stock at the commencement of the measurement period (the applicable July 1^st). Once total stockholder return has been calculated for each of the three years in the Performance Cycle, the average of the total stockholder return for each twelve month period during the Performance

Cycle shall be determined, and such average shall be the average annual total stockholder return of the Performance Cycle. For the avoidance of doubt (i) the stock prices to be used shall be those reported on the NYSE Consolidated Tape, (ii) dividends shall not be deemed to be reinvested, (iii) in the event that a measurement period begins or ends on a day which is not a trading day, then the measurement period shall be deemed to begin or end, as the case may be, on the immediately preceding trading date, (iv) the VWAP to be used for the beginning of the measurement period shall be the VWAP for the 20 trading days ending on June 30^th immediately preceding July 1^st, or if such June 30th is not a trading day, then the immediately preceding day which is a trading day, and (v) the VWAP for the 20 trading days ended June 28, 2024 is $23.65.

EX-31.1

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 June 30, 2024 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: August 7, 2024	/s/ Patrick J. Callan, Jr.
	Patrick J. Callan, Jr.
	President and Chief Executive Officer

EX-31.2

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 June 30, 2024 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: August 7, 2024	/s/ Isaac Kalish
	Isaac Kalish
	Senior Vice President and Chief Financial Officer

EX-32.1

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 June 30, 2024 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: August 7, 2024	/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.

EX-32.2

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 June 30, 2024 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: August 7, 2024	/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.

XML

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2024	Aug. 01, 2024
Document and Entity Information
Entity Registrant Name	ONE LIBERTY PROPERTIES INC
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Jun. 30, 2024
Entity File Number	001-09279
Entity Incorporation, State or Country Code	MD
Entity Tax Identification Number	13-3147497
Entity Address, Address Line One	60 Cutter Mill Road
Entity Address, City or Town	Great Neck
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	11021
City Area Code	516
Local Phone Number	466-3100
Title of 12(b) Security	Common Stock
Trading Symbol	OLP
Security Exchange Name	NYSE
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		21,340,344
Entity Central Index Key	0000712770
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q2
Amendment Flag	false

XML

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands		Jun. 30, 2024	Dec. 31, 2023
Real estate investments, at cost
Land		$ 170,023	$ 172,309
Buildings and improvements		686,636	692,346
Total real estate investments, at cost		856,659	864,655
Less accumulated depreciation		185,228	182,705
Real estate investments, net		671,431	681,950
Investment in unconsolidated joint ventures		2,148	2,051
Cash and cash equivalents		35,020	26,430
Unbilled rent receivable		16,847	16,661
Unamortized intangible lease assets, net		13,292	14,681
Escrow, deposits and other assets and receivables		20,492	19,833
Total assets	[1]	759,230	761,606
Liabilities:
Mortgages payable, net		415,470	418,347
Line of credit
Dividends payable		10,062	9,916
Accrued expenses and other liabilities		14,200	15,502
Unamortized intangible lease liabilities, net		11,065	10,096
Total liabilities	[1]	450,797	453,861
Commitments and contingencies
One Liberty Properties, Inc. stockholders' equity:
Preferred stock, $1 par value; 12,500 shares authorized; none issued
Common stock, $1 par value; 50,000 shares authorized; 20,593 and 20,323 shares issued and outstanding		20,593	20,323
Paid-in capital		331,446	326,379
Accumulated other comprehensive income		567	844
Distributions in excess of net income		(45,311)	(40,843)
Total One Liberty Properties, Inc. stockholders' equity		307,295	306,703
Non-controlling interests in consolidated joint ventures	[1]	1,138	1,042
Total equity		308,433	307,745
Total liabilities and equity		$ 759,230	$ 761,606

[1] The Company’s consolidated balance sheets include assets and liabilities of consolidated variable interest entities (“VIEs”). See Note 6. The consolidated balance sheets include the following amounts related to the Company’s consolidated VIEs: $9,198 and $9,917 of land, $15,778 and $17,475 of building and improvements, net of $6,091 and $6,380 of accumulated depreciation, $2,599 and $3,158 of other assets included in other line items, $13,579 and $16,660 of real estate debt, net, $769 and $1,130 of other liabilities included in other line items and $1,138 and $1,042 of non-controlling interests as of June 30, 2024 and December 31, 2023, respectively.

XML

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) shares in Thousands, $ in Thousands		Jun. 30, 2024	Dec. 31, 2023
Preferred stock, par value (in dollars per share)		$ 1	$ 1
Preferred stock, shares authorized		12,500	12,500
Preferred stock, shares issued		0	0
Common stock, par value (in dollars per share)		$ 1	$ 1
Common stock, shares authorized		50,000	50,000
Common stock, shares issued		20,593	20,323
Common stock, shares outstanding		20,593	20,323
Land		$ 170,023	$ 172,309
Buildings and improvements		686,636	692,346
Accumulated depreciation		185,228	182,705
Non-controlling interests in consolidated joint ventures	[1]	1,138	1,042
Consolidated Joint Venture-VIEs
Land		9,198	9,917
Buildings and improvements		15,778	17,475
Accumulated depreciation		6,091	6,380
Other assets		2,599	3,158
Real estate debt, net		13,579	16,660
Other liabilities		769	1,130
Non-controlling interests in consolidated joint ventures		$ 1,138	$ 1,042

[1] The Company’s consolidated balance sheets include assets and liabilities of consolidated variable interest entities (“VIEs”). See Note 6. The consolidated balance sheets include the following amounts related to the Company’s consolidated VIEs: $9,198 and $9,917 of land, $15,778 and $17,475 of building and improvements, net of $6,091 and $6,380 of accumulated depreciation, $2,599 and $3,158 of other assets included in other line items, $13,579 and $16,660 of real estate debt, net, $769 and $1,130 of other liabilities included in other line items and $1,138 and $1,042 of non-controlling interests as of June 30, 2024 and December 31, 2023, respectively.

XML

CONSOLIDATED STATEMENTS OF INCOME - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Revenues:
Total revenues	$ 21,800	$ 22,407	$ 44,496	$ 45,359
Operating expenses:
Depreciation and amortization	5,965	6,114	11,986	12,259
General and administrative	3,776	4,165	7,699	8,204
Real estate expenses	3,976	3,954	8,446	8,078
Impairment loss	1,086		1,086
State taxes	47	88	110	156
Total operating expenses	14,850	14,321	29,327	28,697
Other operating income
Gain on sale of real estate, net	7,448	3,180	9,232	4,714
Operating income	14,398	11,266	24,401	21,376
Other income and expenses:
Equity in earnings of unconsolidated joint ventures	43	60	96	145
Other income	276	28	543	43
Interest:
Expense	(4,750)	(4,610)	(9,467)	(9,210)
Amortization and write-off of deferred financing costs	(290)	(205)	(516)	(407)
Net income	9,677	6,539	15,057	11,947
Net income attributable to non-controlling interests	(124)	(20)	(349)	(42)
Net income attributable to One Liberty Properties, Inc.	$ 9,553	$ 6,519	$ 14,708	$ 11,905
Weighted average number of common shares outstanding:
Basic (in shares)	20,590	20,571	20,550	20,544
Diluted (in shares)	20,683	20,642	20,632	20,612
Per common share attributable to common stockholders:
Basic (in dollars per share)	$ 0.45	$ 0.30	$ 0.68	$ 0.55
Diluted (in dollars per share)	0.45	0.30	0.68	0.55
Cash distributions per share of common stock (in dollars per share)	$ 0.45	$ 0.45	$ 0.90	$ 0.90
Rental income, net
Revenues:
Total revenues	$ 21,800	$ 22,407	$ 44,246	$ 45,359
Lease termination fee
Revenues:
Total revenues			$ 250

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CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Net income	$ 9,677	$ 6,539	$ 15,057	$ 11,947
Other comprehensive income
Net unrealized (loss) gain on derivative instruments	(188)	141	(277)	(268)
Comprehensive income	9,489	6,680	14,780	11,679
Net income attributable to non-controlling interests	(124)	(20)	(349)	(42)
Adjustment for derivative instruments attributable to non-controlling interests		1		1
Comprehensive income attributable to One Liberty Properties, Inc.	$ 9,365	$ 6,661	$ 14,431	$ 11,638

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CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - USD ($)	Common Stock	Paid-in Capital	Accumulated Other Comprehensive Income (Loss)	Accumulated Distributions in Excess of Net Income	Non-Controlling Interests in Consolidated Joint Ventures	Total
Beginning Balance at Dec. 31, 2022	$ 20,362,000	$ 325,895,000	$ 1,810,000	$ (32,102,000)	$ 972,000	$ 316,937,000
Distributions - common stock
Cash				(9,628,000)		(9,628,000)
Shares issued through dividend reinvestment plan	49,000	1,025,000				1,074,000
Restricted stock vesting and RSU vesting	135,000	(135,000)
Compensation expense - restricted stock and RSUs		1,328,000				1,328,000
Distributions to non-controlling interests					(9,000)	(9,000)
Net income				5,386,000	22,000	5,408,000
Other comprehensive income (loss)			(409,000)			(409,000)
Ending Balance at Mar. 31, 2023	20,546,000	328,113,000	1,401,000	(36,344,000)	985,000	314,701,000
Beginning Balance at Dec. 31, 2022	20,362,000	325,895,000	1,810,000	(32,102,000)	972,000	316,937,000
Distributions - common stock
Repurchases of common stock - net						(1,455,000)
Net income						11,947,000
Ending Balance at Jun. 30, 2023	20,540,000	329,326,000	1,543,000	(39,451,000)	997,000	312,955,000
Beginning Balance at Mar. 31, 2023	20,546,000	328,113,000	1,401,000	(36,344,000)	985,000	314,701,000
Distributions - common stock
Cash				(9,626,000)		(9,626,000)
Shares issued through dividend reinvestment plan	50,000	1,048,000				1,098,000
Repurchases of common stock - net	(73,000)	(1,382,000)				(1,455,000)
Restricted stock vesting and RSU vesting	17,000	(17,000)
Compensation expense - restricted stock and RSUs		1,564,000				1,564,000
Distributions to non-controlling interests					(7,000)	(7,000)
Net income				6,519,000	20,000	6,539,000
Other comprehensive income (loss)			142,000		(1,000)	141,000
Ending Balance at Jun. 30, 2023	20,540,000	329,326,000	1,543,000	(39,451,000)	997,000	312,955,000
Beginning Balance at Dec. 31, 2023	20,323,000	326,379,000	844,000	(40,843,000)	1,042,000	307,745,000
Distributions - common stock
Cash				(9,642,000)		(9,642,000)
Shares issued through dividend reinvestment plan	66,000	1,369,000				1,435,000
Restricted stock vesting and RSU vesting	137,000	(137,000)
Compensation expense - restricted stock and RSUs		1,272,000				1,272,000
Contribution from non-controlling interest					43,000	43,000
Distributions to non-controlling interests					(94,000)	(94,000)
Net income				5,155,000	225,000	5,380,000
Other comprehensive income (loss)			(89,000)			(89,000)
Ending Balance at Mar. 31, 2024	20,526,000	328,883,000	755,000	(45,330,000)	1,216,000	306,050,000
Beginning Balance at Dec. 31, 2023	20,323,000	326,379,000	844,000	(40,843,000)	1,042,000	307,745,000
Distributions - common stock
Net income						15,057,000
Ending Balance at Jun. 30, 2024	20,593,000	331,446,000	567,000	(45,311,000)	1,138,000	308,433,000
Beginning Balance at Mar. 31, 2024	20,526,000	328,883,000	755,000	(45,330,000)	1,216,000	306,050,000
Distributions - common stock
Cash				(9,534,000)		(9,534,000)
Shares issued through dividend reinvestment plan	67,000	1,396,000				1,463,000
Compensation expense - restricted stock and RSUs		1,167,000				1,167,000
Distributions to non-controlling interests					(202,000)	(202,000)
Net income				9,553,000	124,000	9,677,000
Other comprehensive income (loss)			(188,000)			(188,000)
Ending Balance at Jun. 30, 2024	$ 20,593,000	$ 331,446,000	$ 567,000	$ (45,311,000)	$ 1,138,000	$ 308,433,000

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CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (Parenthetical) - $ / shares	3 Months Ended				6 Months Ended
	Jun. 30, 2024	Mar. 31, 2024	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2024	Jun. 30, 2023
Distributions - common stock
Cash	$ 0.45	$ 0.45	$ 0.45	$ 0.45	$ 0.90	$ 0.90

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CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Cash flows from operating activities:
Net income	$ 15,057	$ 11,947
Adjustments to reconcile net income to net cash provided by operating activities:
Gain on sale of real estate, net	(9,232)	(4,714)
Impairment loss	1,086
Increase in net amortization of unbilled rental income	(504)	(1,199)
Write-off of unbilled rent receivable		133
Amortization and write-off of intangibles relating to leases, net	(665)	(454)
Amortization of restricted stock and RSU compensation expense	2,439	2,892
Equity in earnings of unconsolidated joint ventures	(96)	(145)
Distributions of earnings from unconsolidated joint venture		23
Depreciation and amortization	11,986	12,259
Amortization and write-off of deferred financing costs	516	407
Payment of leasing commissions	(173)	(179)
(Increase) decrease in escrow, deposits, other assets and receivables	(961)	5,015
Decrease in accrued expenses and other liabilities	(1,931)	(1,055)
Net cash provided by operating activities	17,522	24,930
Cash flows from investing activities:
Net proceeds from sale of real estate	24,485	10,069
Purchase of real estate	(11,798)
Improvements to real estate	(1,493)	(2,863)
Investments in ground leased property	(44)	(668)
Net cash provided by investing activities	11,150	6,538
Cash flows from financing activities:
Scheduled amortization payments of mortgages payable	(6,074)	(6,174)
Repayments of mortgages payable	(30,939)	(6,735)
Proceeds from mortgage financings	34,213	23,450
Proceeds from bank line of credit		16,900
Repayments on bank line of credit		(36,200)
Issuance of shares through dividend reinvestment plan	2,898	2,172
Repurchases of common stock, net		(1,455)
Payment of financing costs	(570)	(370)
Capital contribution from non-controlling interests	43
Distributions to non-controlling interests	(296)	(16)
Cash distributions to common stockholders	(19,030)	(19,056)
Net cash used in financing activities	(19,755)	(27,484)
Net increase in cash, cash equivalents and restricted cash	8,917	3,984
Cash, cash equivalents and restricted cash at beginning of year	29,592	7,277
Cash, cash equivalents and restricted cash at end of period	38,509	11,261
Supplemental disclosure of cash flow information:
Cash paid during the period for interest expense	9,463	$ 9,258
Supplemental disclosure of non-cash investing activities:
Purchase accounting allocation - intangible lease assets	1,214
Purchase accounting allocation - intangible lease liabilities	$ (1,855)

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CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Thousands	Jun. 30, 2024	Jun. 30, 2023
Reconciliation of cash, cash equivalents, and restricted cash
Cash and cash equivalents	$ 35,020	$ 8,079
Restricted cash included in escrow, deposits and other assets and receivables	3,489	3,182
Total cash, cash equivalents and restricted cash shown in the consolidated statement of cash flows	$ 38,509	$ 11,261

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ORGANIZATION AND BACKGROUND

6 Months Ended

Jun. 30, 2024

ORGANIZATION AND BACKGROUND

ORGANIZATION AND BACKGROUND

NOTE 1 – ORGANIZATION AND BACKGROUND

One Liberty Properties, Inc. (“OLP”) was incorporated in 1982 in Maryland. OLP is a self-administered and self-managed real estate investment trust (“REIT”). OLP acquires, owns and manages a geographically diversified portfolio consisting primarily of industrial and, to a lesser extent, retail properties, many of which are subject to long-term net leases. As of June 30, 2024, OLP owns 106 properties, including two properties owned by consolidated joint ventures and two properties owned by unconsolidated joint ventures. The 106 properties are located in 31 states.

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SUMMARY ACCOUNTING POLICIES

6 Months Ended

Jun. 30, 2024

SUMMARY ACCOUNTING POLICIES

SUMMARY ACCOUNTING POLICIES

NOTE 2 – SUMMARY ACCOUNTING POLICIES

Principles of Consolidation/Basis of Preparation

The accompanying unaudited consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and include all of the information and disclosures required by U.S. Generally Accepted Accounting Principles (“GAAP”) for interim reporting. Accordingly, they do not include all of the disclosures required by GAAP for complete financial statement disclosures. In the opinion of management, all adjustments of a normal recurring nature necessary for fair presentation have been included. The results of operations for the three and six months ended June 30, 2024 and 2023 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, 2023.

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.

NOTE 2 – SUMMARY ACCOUNTING POLICIES (CONTINUED)

Investment in Joint Ventures and Variable Interest Entities

The Financial Accounting Standards Board, or FASB, provides guidance for determining whether an entity is a VIE. VIEs are defined as entities in which equity investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support. A VIE is required to be consolidated by its primary beneficiary, which is the party that (i) has the power to control the activities that most significantly impact the VIE’s economic performance and (ii) has the obligation to absorb losses, or the right to receive benefits, of the VIE that could potentially be significant to the VIE.

The Company assesses the accounting treatment for each of its investments, including a review of each venture or limited liability company or partnership agreement, to determine the rights of each party and whether those rights are protective or participating. The agreements typically contain certain protective rights, such as the requirement of partner approval to sell, finance or refinance the property and to pay capital expenditures and operating expenditures outside of the approved budget or operating plan. In situations where, among other things, the Company and its partners jointly (i) approve the annual budget, (ii) approve certain expenditures, (iii) prepare or review and approve the joint venture’s tax return before filing, or (iv) approve each lease at a property, the Company does not consolidate as the Company considers these to be substantive participation rights that result in shared, joint power over the activities that most significantly impact the performance of the joint venture or property. Additionally, the Company assesses the accounting treatment for any interests pursuant to which the Company may have a variable interest as a lessor. Leases may contain certain protective rights, such as the right of sale and the receipt of certain escrow deposits.

The Company accounts for its investments in unconsolidated joint ventures under the equity method of accounting. All investments in unconsolidated joint ventures have sufficient equity at risk to permit the entity to finance its activities without additional subordinated financial support and, as a group, the holders of the equity at risk have power through voting rights to direct the activities of these ventures. As a result, none of these joint ventures are VIEs. In addition, the Company shares power with its co-managing members over these entities, and therefore the entities are not consolidated. These investments are recorded initially at cost, as investments in unconsolidated joint ventures, and subsequently adjusted for their share of equity in earnings, cash contributions and distributions.

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 and six months ended June 30, 2024 and 2023, 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.

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LEASES

6 Months Ended

Jun. 30, 2024

LEASES

LEASES

NOTE 3 – LEASES

Lessor Accounting

The Company owns rental properties which are leased to tenants under operating leases with current expirations ranging from 2024 to 2042, with options to extend or terminate the lease. Revenues from such leases are reported as Rental income, net, and are comprised of (i) lease components, which includes fixed and variable lease payments and (ii) non-lease components which includes reimbursements of property level operating expenses. The Company does not separate non-lease components from the related lease components, as the timing and pattern of transfer are the same, and account for the combined component in accordance with ASC 842.

Fixed lease revenues represent the base rent that each tenant is required to pay in accordance with the terms of its respective 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				Six Months Ended
	June 30,				June 30,
	2024		2023		2024		2023
Fixed lease revenues	$	18,319	$	18,929	$	36,591	$	38,287
Variable lease revenues		3,194		3,248		6,990		6,618
Lease revenues (a)	$	21,513	$	22,177	$	43,581	$	44,905

(a) Excludes amortization related to lease intangible assets and liabilities of $287 and $665 for the three and six months ended June 30, 2024, respectively, and $230 and $454 for the three and six months ended June 30, 2023, respectively.

In many of the Company’s leases, the tenant is obligated to pay the real estate taxes, insurance, and certain other expenses directly to the vendor. These obligations, which have been assumed by the tenants, are not reflected in the Company’s consolidated financial statements. To the extent any such tenant defaults on its lease or if it is deemed probable that the tenant will fail to pay for such obligations, a liability for such obligations would be recorded.

On a quarterly basis, the Company assesses the collectability of substantially all lease payments due by reviewing the tenant’s payment history or financial condition. Changes to collectability are recognized as a current period adjustment to rental revenue. As of June 30, 2024, the Company has assessed the collectability of all recorded lease revenues as probable.

Minimum Future Rents

As of June 30, 2024, the minimum future contractual rents to be received on non-cancellable operating leases are included in the table below (amounts in thousands). The minimum future contractual rents do not include (i) straight-line rent or amortization of lease intangibles or incentives and (ii) variable lease payments as described above.

From July 1 – December 31, 2024	$	35,547
For the year ending December 31,
2025		69,639
2026		65,547
2027		55,773
2028		44,821
2029		34,506
Thereafter		114,006
Total	$	419,839

NOTE 3 – LEASES (CONTINUED)

Lessee Accounting

Ground Lease

The Company is a lessee under a ground lease in Greensboro, North Carolina, which is classified as an operating lease. The ground lease expires March 3, 2025 and provides for up to four, five-year renewal options and one seven-month renewal option. As of June 30, 2024, the remaining lease term, including a five-year renewal option deemed exercised, is 5.7 years. The Company recognized lease expense related to this ground lease of $122,000 and $244,000 for the three and six months ended June 30, 2024, respectively, and $150,000 and $300,000 for the three and six months ended June 30, 2023, respectively, which is included in Real estate expenses on the consolidated statements of income.

Office Lease

The Company is a lessee under a corporate office lease in Great Neck, New York, which is classified as an operating lease. The lease expires on December 31, 2031 and provides for a five-year renewal option. As of June 30, 2024, the remaining lease term, including the renewal option deemed exercised, is 12.5 years. The Company recognized lease expense related to this office lease of $14,000 and $28,000 for both the three and six months ended June 30, 2024 and 2023, respectively, which is included in General and administrative expenses on the consolidated statements of income.

Minimum Future Lease Payments

As of June 30, 2024, the minimum future lease payments related to these operating leases are as follows (amounts in thousands):

From July 1 – December 31, 2024	$	303
For the year ending December 31,
2025		626
2026		627
2027		629
2028		630
2029		692
Thereafter		537
Total undiscounted cash flows	$	4,044
Present value discount		(851)
Lease liability	$	3,193

The lease liability is included in Accrued expenses and other liabilities on the consolidated balance sheet.

Lease termination fee

In March 2024, a consolidated joint venture in Lakewood, Colorado, in which the Company holds a 90% interest, recognized a lease termination fee of $250,000 from a tenant due to the early termination of its lease in connection with the sale of the related restaurant parcel (see Note 5).

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REAL ESTATE ACQUISITIONS

6 Months Ended

Jun. 30, 2024

REAL ESTATE ACQUISITIONS

REAL ESTATE ACQUISITION

NOTE 4 – REAL ESTATE ACQUISITIONS

The following tables detail the Company’s real estate acquisitions and purchase price allocations during the six months ended June 30, 2024 (amounts in thousands). The Company determined that with respect to these acquisitions, the gross assets acquired are concentrated in a single identifiable asset. Therefore, these transactions do not meet the definition of a business and are accounted for as asset acquisitions. As such, direct transaction costs associated with these asset acquisitions have been capitalized to real estate assets and depreciated over the respective useful lives.

					Capitalized
		Contract		Terms of	Transaction
Description of Industrial Property	Date Acquired	Purchase Price		Payment	Costs
Quality Custom Distribution Services, Inc.
Albuquerque, New Mexico	April 24, 2024	$	6,450	All cash (a)	$	55
Russell Equipment, Inc.
Savannah, GA	May 23, 2024		5,240	All cash (b)		53
Totals for the six months ended June 30, 2024		$	11,690		$	108

			Building &		Intangible Lease						Market Cap	Discount
Description of Industrial Property	Land		Improvements		Asset		Liability		Total		Rate (c)	Rate (c)
Quality Custom Distribution Services, Inc.
Albuquerque, New Mexico	$	1,341	$	6,330	$	689	$	(1,855)	$	6,505	6.75%	7.14%
Russell Equipment, Inc.
Savannah, GA		1,044		3,724		525		—		5,293	7.00%	7.15%
Totals for the six months ended June 30, 2024	$	2,385	$	10,054	$	1,214	$	(1,855)	$	11,798

(a) Subsequent to the acquisition of the Albuquerque, New Mexico property, the Company obtained new mortgage debt of $3,401 bearing an interest rate of 6.00% and maturing in 2032.

(b) Subsequent to the acquisition of the Savannah, Georgia property, the Company obtained new mortgage debt of $2,812 bearing an interest rate of 6.00% and maturing in 2035.

(c) The fair value of the tangible and intangible assets of each property was 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 categorized as Level 3 unobservable inputs in the fair value hierarchy (as defined in Note 12).

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SALES OF PROPERTIES AND IMPAIRMENT LOSS

6 Months Ended

Jun. 30, 2024

SALES OF PROPERTIES AND IMPAIRMENT LOSS

SALES OF PROPERTIES AND IMPAIRMENT LOSS

NOTE 5 – SALES OF PROPERTIES AND IMPAIRMENT LOSS

Sales of Properties

The following table details the Company’s sales of real estate during the six months ended June 30, 2024 and 2023 (amounts in thousands):

			Gross		Gain on Sale of
Description of Property	City, State	Date Sold	Sales Price		Real Estate, Net
Hacienda Colorado restaurant parcel (a)	Lakewood, Colorado	March 6, 2024	$	2,900	$	1,784	(a)
Applebee's restaurant property	Kennesaw, Georgia	May 6, 2024		2,834		964
FedEx industrial property	Miamisburg, Ohio	May 9, 2024		2,793		1,507
Havertys retail property	Wichita, Kansas	June 6, 2024		6,600		1,884
Urban Outfitters retail property	Lawrence, Kansas	June 7, 2024		1,300		43
Walgreens retail property (b)	Cape Girardeau, Missouri	June 10, 2024		2,793		978	(b)
Vacant retail property (c)	Kennesaw, Georgia	June 28, 2024		6,700		2,072
Totals for the six months ended June 30, 2024			$	25,920	$	9,232	(d)
			Gross		Gain on Sale of
Description of Property	City, State	Date Sold	Sales Price		Real Estate, Net
TGI Fridays restaurant property	Hauppauge, New York	February 28, 2023	$	4,200	$	1,534
Havertys retail property	Duluth, Georgia	May 31, 2023		6,000		3,180
Totals for the six months ended June 30, 2023			$	10,200	$	4,714	(e)

(a) A consolidated joint venture, in which the Company holds a 90% interest, sold a restaurant parcel which was part of a multi-tenant shopping center. In connection with the sale of this parcel, the joint venture paid down $1,885 of the mortgage on this property. The non-controlling interest’s share of the gain was $178.

(b) This property was owned by a consolidated joint venture in which the Company held a 95% interest. The non-controlling interest’s share of the gain was $105.

(c) In connection with this sale, the Company paid off the $4,412 mortgage on this property.

(d) As a result of these sales, the Company wrote-off, as a reduction to Gain on sale of real estate, net, an aggregate of $275 of unbilled rent receivables, $439 of net unamortized intangible lease assets and liabilities and $108 of other assets and receivables.

(e) As a result of these sales, the Company wrote-off, as a reduction to Gain on sale of real estate, net, an aggregate of $190 of other assets and receivables and $32 of unearned rental income.

Sales Contracts subsequent to June 30, 2024

On July 1, 2024, the Company entered into a contract to sell its vacant industrial property in Wauconda, Illinois for $4,500,000. The sale is subject to the buyer’s right to terminate, which expires on August 7, 2024. The Company anticipates this property will be sold during the three months ending September 30, 2024.

Impairment Loss

On July 11, 2024, the Company entered into a contract to sell its health and fitness property in Hamilton, Ohio for $4,350,000. The sale is subject to the buyer’s right to terminate, which expires on August 10, 2024. This property was formerly tenanted by LA Fitness whose lease expired in May 2024. As a result of the contract, the Company re-measured the property’s net book value to its fair value (as discussed in Note 12) and recognized a $1,086,000 impairment loss on the consolidated statements of income for the three and six months ended June 30, 2024. The adjusted net book value of the property was $4,161,000 at June 30, 2024. The Company anticipates this property will be sold during the three months ending September 30, 2024.

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VARIABLE INTEREST ENTITIES, CONTINGENT LIABILITY AND CONSOLIDATED JOINT VENTURES

6 Months Ended

Jun. 30, 2024

VARIABLE INTEREST ENTITIES, CONTINGENT LIABILITY AND CONSOLIDATED JOINT VENTURES

VARIABLE INTEREST ENTITIES, CONTINGENT LIABILITY AND CONSOLIDATED JOINT VENTURES

NOTE 6 – VARIABLE INTEREST ENTITIES, CONSOLIDATED JOINT VENTURES AND CONTINGENT LIABILITY

Variable Interest Entities – Consolidated Joint Ventures

The Company has determined the two consolidated joint ventures in which it holds between a 90% to 95% interest are VIEs because the non-controlling interests do not hold substantive kick-out or participating rights. The Company has determined it is the primary beneficiary of these VIEs as it has the power to direct the activities that most significantly impact each joint venture’s performance including management, approval of expenditures, and the obligation to absorb the losses or rights to receive benefits. Accordingly, the Company consolidates the operations of these VIEs for financial statement purposes. The VIEs’ creditors do not have recourse to the assets of the Company other than those held by the applicable joint venture.

The following is a summary of the consolidated VIEs’ carrying amounts and classification in the Company’s consolidated balance sheets, none of which are restricted (amounts in thousands):

	June 30,		December 31,
	2024 (a)		2023
Land	$	9,198	$	9,917
Buildings and improvements, net of accumulated depreciation of $6,091 and $6,380, respectively		15,778		17,475
Cash		721		1,059
Unbilled rent receivable		895		938
Unamortized intangible lease assets, net		126		412
Escrow, deposits and other assets and receivables		857		749
Mortgages payable, net of unamortized deferred financing costs of $90 and $109, respectively		13,579		16,660
Accrued expenses and other liabilities		544		745
Unamortized intangible lease liabilities, net		225		385
Accumulated other comprehensive income		—		2
Non-controlling interests in consolidated joint ventures		1,138		1,042

(a) During the six months ended June 30, 2024, the Company and its joint venture partners sold a restaurant parcel at its multi-tenant shopping center in Lakewood, Colorado and a retail property in Cape Girardeau, Missouri. In connection with the sale of the restaurant parcel, the joint venture paid down the mortgage on its property by $1,885 (see Note 5).

As of June 30, 2024, MCB Real Estate, LLC and its affiliates (‘‘MCB’’) are the Company’s joint venture partner in a consolidated joint venture in which the Company has an aggregate equity investment of approximately $3,512,000.

Distributions to each joint venture partner are determined pursuant to the applicable operating agreement and, in the event of a sale of, or refinancing of the mortgage encumbering, the property owned by such venture, the distributions to the Company may be less than that implied by the Company’s equity ownership interest in the venture.

Variable Interest Entity – Ground Lease

The Company determined it has a variable interest through its ground lease at its Beachwood, Ohio property (the Vue Apartments) and the owner/operator is a VIE because its equity investment at risk is insufficient to finance its activities without additional subordinated financial support. The Company further determined that it is not the primary beneficiary of this VIE because the Company does not have power over the activities that most significantly impact the owner/operator’s economic performance and therefore, does not consolidate this VIE for financial statement purposes. Accordingly, the Company accounts for this investment as land and the revenues from the ground lease as Rental income, net. The ground lease provides for rent which can be deferred and paid based on the operating performance of the property; therefore, this rent is recognized as rental income when the operating performance is achieved and the rent is received. No ground lease rental income has been collected since October 2020 other than a $4,642,000 litigation settlement in 2022.

NOTE 6 – VARIABLE INTEREST ENTITIES, CONSOLIDATED JOINT VENTURES AND CONTINGENT LIABILITY (CONTINUED)

As of June 30, 2024, the VIE’s maximum exposure to loss was $17,320,000 which represented the carrying amount of the land. In purchasing the property in 2016, the owner/operator obtained a $67,444,000 mortgage from a third party which, together with the Company’s purchase of the land, provided substantially all of the funds to acquire the multi-family property. The Company provided its land as collateral for the owner/operator’s mortgage loan; accordingly, the land position is subordinated to the mortgage. The mortgage balance was $62,930,000 as of June 30, 2024. Pursuant to the ground lease, as amended in November 2020, the Company agreed, in its discretion, to fund 78% of (i) any operating expense shortfalls at the property and (ii) any capital expenditures required at the property. The Company funded $44,000 during the six months ended June 30, 2024 and $932,000 during the year ended December 31, 2023. These amounts are included as part of the carrying amount of the land.

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INVESTMENT IN UNCONSOLIDATED JOINT VENTURES

6 Months Ended

Jun. 30, 2024

INVESTMENT IN UNCONSOLIDATED JOINT VENTURES

INVESTMENT IN UNCONSOLIDATED JOINT VENTURES

NOTE 7 – INVESTMENT IN UNCONSOLIDATED JOINT VENTURES

As of June 30, 2024 and December 31, 2023, the Company participated in two unconsolidated joint ventures, each of which owns and operates one property; the Company’s equity investment in these ventures totaled $2,148,000 and $2,051,000, respectively. The Company recorded equity in earnings of $43,000 and $96,000 for the three and six months ended June 30, 2024, respectively, and $60,000 and $145,000 for the three and six months ended June 30, 2023, respectively.

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DEBT OBLIGATIONS

6 Months Ended

Jun. 30, 2024

DEBT OBLIGATIONS

DEBT OBLIGATIONS

NOTE 8 – DEBT OBLIGATIONS

Mortgages Payable

The following table details the Mortgages payable, net, balances per the consolidated balance sheets (amounts in thousands):

	June 30,		December 31,
	2024		2023
Mortgages payable, gross	$	419,765	$	422,565
Unamortized deferred financing costs		(3,559)		(3,414)
Unamortized mortgage intangible assets (a)		(736)		(804)
Mortgages payable, net	$	415,470	$	418,347

(a) In connection with the assumption of two below-market mortgages.

The following table sets forth, as of June 30, 2024, scheduled principal repayments with respect to the Company’s mortgage debt during the six months ending December 31, 2024 and for each of the subsequent twelve months through maturity (amounts in thousands):

	2024		2025		2026		2027		2028		Thereafter		Total
Amortization payments	$	5,884	$	10,842	$	10,794	$	9,721	$	9,060	$	33,678	$	79,979
Principal due at maturity		25,309		29,157		19,179		38,525		30,156		197,460		339,786
Total	$	31,193	$	39,999	$	29,973	$	48,246	$	39,216	$	231,138	$	419,765

NOTE 8 – DEBT OBLIGATIONS (CONTINUED)

Line of Credit

The Company’s credit facility with Manufacturers and Traders Trust Company and VNB New York, LLC, provides that it may borrow up to $100,000,000, subject to borrowing base requirements. The facility is available for the acquisition of commercial real estate, repayment of mortgage debt, and renovation and operating expense purposes; provided, that if used for renovation and operating expense purposes, the amount outstanding for such purposes will not exceed the lesser of $40,000,000 and 40% of the borrowing base. Net proceeds received from the sale, financing or refinancing of properties are generally required to be used to repay amounts outstanding under the credit facility. The facility is guaranteed by subsidiaries of the Company that own unencumbered properties and the Company is required to pledge to the lenders the equity interests in such subsidiaries.

The facility, which matures December 31, 2026, provides for an interest rate equal to 30-day SOFR plus an applicable margin ranging from 175 basis points to 275 basis points depending on the ratio of the Company’s total debt to total value, as determined pursuant to the facility. The applicable margin was 175 basis points at June 30, 2024 and December 31, 2023. An unused facility fee of 0.25% per annum applies to the facility. The Company had no balance outstanding on the facility during the six months ended June 30, 2024. The weighted average interest rate on the facility was approximately 6.44% for the six months ended June 30, 2023. The Company was in compliance with all covenants at June 30, 2024.

At each of June 30, 2024 and August 1, 2024, $100,000,000 was available to be borrowed under the facility, including an aggregate of up to $40,000,000 available for renovation and operating expense purposes. The interest rate on the facility was 7.09% on August 1, 2024.

At June 30, 2024 and December 31, 2023, the Company had unamortized deferred financing costs of $457,000 and $549,000, respectively, which are included in Escrow, deposits and other assets and receivables on the consolidated balance sheets.

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RELATED PARTY TRANSACTIONS

6 Months Ended

Jun. 30, 2024

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS

NOTE 9 – RELATED PARTY TRANSACTIONS

Compensation and Services Agreement

Pursuant to the compensation and services agreement with Majestic Property Management Corp. (“Majestic”), Majestic provides the Company with certain (i) executive, administrative, legal, accounting, clerical, property management, property acquisition, consulting (i.e., sale, leasing, brokerage, and mortgage financing), and construction supervisory services (collectively, the “Services”) and (ii) facilities and other resources. Majestic is wholly-owned by the Company’s vice- chairman and it provides compensation to several of the Company’s executive officers.

In consideration for the Services, the Company paid Majestic $831,000 and $1,657,000 for the three and six months ended June 30, 2024, respectively, and $810,000 and $1,689,000 for the three and six months ended June 30, 2023, respectively. Included in these amounts are fees for property management services of $361,000 and $718,000 for the three and six months ended June 30, 2024, respectively, and $358,000 and $786,000 for the three and six months ended June 30, 2023, respectively. The amounts paid for property management services are based on 1.5% and 2.0% of the rental payments (including tenant reimbursements) actually received by the Company from net lease tenants and operating lease tenants, respectively. The Company does not pay Majestic with respect to properties managed by third parties. The Company also paid Majestic, pursuant to the compensation and services agreement, $84,000 and $168,000 for the three and six months ended June 30, 2024, respectively, and $79,000 and $159,000 for the three and six months ended June 30, 2023, respectively, for the Company’s share of all direct office expenses, including rent, telephone, postage, computer services, internet usage and supplies.

NOTE 9 – RELATED PARTY TRANSACTIONS (CONTINUED)

Executive officers and others providing services to the Company under the compensation and services agreement were awarded shares of restricted stock and 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 $569,000 and $1,182,000 for the three and six months ended June 30, 2024, respectively, and $643,000 and $1,284,000 for the three and six months ended June 30, 2023, respectively.

The amounts paid under the compensation and services agreement (except for the property management services which are included in Real estate expenses) and the costs of the stock incentive plans are included in General and administrative expense on the consolidated statements of income.

Joint Venture Partners and Affiliates

The Company paid an aggregate of $23,000 and $46,000 for the three and six months ended June 30, 2024, respectively, and $24,000 and $46,000 for the three and six months ended June 30, 2023, respectively, to its consolidated joint venture partner or their affiliates (none of whom are officers, directors, or employees of the Company) for property management services, which are included in Real estate expenses on the consolidated statements of income.

The Company’s unconsolidated joint ventures paid management fees of $1,000 and $3,000 for the three and six months ended June 30, 2024, respectively, and $31,000 and $57,000 for the three and six months ended June 30, 2023, respectively, to the other partner of the ventures, which reduced Equity in earnings of unconsolidated joint ventures on the consolidated statements of income by $1,000 and $2,000 for the three and six months ended June 30, 2024, respectively, and $15,000 and $29,000 for the three and six months ended June 30, 2023, respectively.

Other

During 2024 and 2023, the Company paid quarterly fees of (i) $81,378 and $78,250, respectively, to the Company’s chairman and (ii) $32,551 and $31,300, respectively, to the Company’s vice-chairman. These fees are included in General and administrative expenses on the consolidated statements of income.

The Company obtains its property insurance in conjunction with Gould Investors L.P. (“Gould Investors”), a related party, and reimburses Gould Investors annually for the Company’s insurance cost relating to its properties. Included in Real estate expenses on the consolidated statements of income is insurance expense of $189,000 and $467,000 for the three and six months ended June 30, 2024, respectively, and $102,000 and $250,000 for the three and six months ended June 30, 2023, respectively, of amounts reimbursed to Gould Investors in prior periods.

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STOCKHOLDERS' EQUITY

6 Months Ended

Jun. 30, 2024

STOCKHOLDERS' EQUITY

STOCKHOLDERS' EQUITY

NOTE 10 – STOCKHOLDERS’ EQUITY

Common Stock Dividend

On June 10, 2024, the Board of Directors declared a quarterly cash dividend of $0.45 per share on the Company’s common stock, totaling approximately $9,594,000, payable to stockholders of record at the close of business on June 25, 2024. The quarterly dividend was paid on July 9, 2024; $9,145,000 was paid in cash and the balance of such dividend payment was satisfied through the issuance of approximately 20,000 shares under the Company’s dividend reinvestment plan.

Dividend Reinvestment Plan

The Company’s Dividend Reinvestment Plan (the “DRP”), among other things, provides stockholders with the opportunity to reinvest all or a portion of their cash dividends paid on the Company’s common stock in additional shares of its common stock, at a discount, determined in the Company’s sole discretion, of up to 5% from the market price (as such price is calculated pursuant to the DRP). The discount is currently being offered at 3%. Under the DRP, the Company issued approximately 67,000 and 133,000 shares of common stock during the three and six months ended June 30, 2024, respectively, and approximately 50,000 and 99,000 shares of common stock during the three and six months ended June 30, 2023, respectively.

Stock Repurchase Program

During 2022 and 2023, the Board of Directors authorized and/or amended repurchase programs pursuant to which the Company could repurchase shares of its common stock in open-market, through privately negotiated transactions or otherwise. No such shares were repurchased during the three and six months ended June 30, 2024. During the three and six months ended June 30, 2023, the Company repurchased approximately 73,000 shares of common stock for total consideration of $1,455,000, net of commissions of $4,000.

Stock Based Compensation

The Company’s 2022 and 2019 Incentive Plans (collectively, the “Plans”), permit the Company to grant, among other things, stock options, restricted stock, RSUs, performance share awards and dividend equivalent rights and any one or more of the foregoing to its employees, officers, directors and consultants. A maximum of 750,000 shares of the Company’s common stock was authorized for issuance pursuant to each plan at such plan’s inception.

The following details the shares subject to awards that are outstanding under the Plans as of June 30, 2024:

	Restricted Stock	RSUs
2022 Incentive Plan	300,515	168,490	(a)
2019 Incentive Plan (b)	426,625	—
Totals	727,140	168,490

(a) In July 2024, the Company granted RSUs to acquire 88,250 shares of common stock.

(b) No additional awards may be granted under such plan.

Restricted Stock

For accounting purposes, the restricted stock is not included in the shares shown as outstanding on the balance sheet until they vest; however, dividends are paid on the unvested shares. The restricted stock grants are charged to General and administrative expense over the respective vesting periods based on the market value of the common stock on the grant date. Unless earlier forfeited because the participant’s relationship with the Company terminated, unvested restricted stock awards vest five years from the grant date, and under certain circumstances may vest earlier.

NOTE 10 – STOCKHOLDERS’ EQUITY (CONTINUED)

RSUs

The following table reflects the activities involving RSUs:

	2024 Grant (a)	2023 Grant	2022 Grant		2021 Grant		2020 Grant
RSUs granted (b)	88,250	85,250	85,350		80,700		75,026
RSUs vested	—	—	—		39,811	(c)	74,988	(d)
RSUs forfeited	—	—	2,110	(e)	40,889	(f)	38	(e)
RSUs outstanding	88,250	85,250	83,240		—		—
Vesting Date (g)(h)	6/30/2027	6/30/2026	6/30/2025		6/30/2024		6/30/2023

(a) These shares were granted in July 2024.

(b) The shares underlying the RSUs are excluded from the shares shown as outstanding on the balance sheet until they have vested and been issued.

(c) Such shares will be issued in August 2024.

(d) Such shares were issued in August 2023.

(e) Such shares were forfeited due to the retirement of an executive officer before the completion of the applicable three-year performance cycle.

(f) Of the 40,889 shares (i) 39,811 shares were not earned because the applicable market condition had not been satisfied and (ii) 1,078 shares were forfeited due to the retirement of an executive officer before the completion of the applicable three-year performance cycle.

(g) Generally, the recipient must maintain a relationship with the Company during the applicable three-year performance cycle.

(h) 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 specific metrics and other material terms and conditions of the RSUs are as follows:

			Performance Criteria (a)
Year RSU Granted	Metric	Weight	Minimum	Maximum
2021 - 2024 (b)(c)	ROC Metric (d)	50%	Average annual of at least 6.0%	Average annual of at least 8.75%
	TSR Metric (e)	50%	Average annual of at least 6.0%	Average annual of at least 11.0%

(a) If the average annual ROC or TSR falls between the applicable minimum and maximum performance criteria, a pro-rata portion of such units, as applicable, vest.

(b) Such RSUs are not entitled to voting rights.

(c) The holders of such RSUs receive an amount equal to the dividends that would have been paid on the underlying shares had such shares been outstanding during the three-year performance cycle. As of June 30, 2024 and December 31, 2023, the Company accrued an aggregate of $468,000 and $450,000 of dividend equivalents, respectively, for the 2023, 2022 and 2021 RSUs based on the number of shares that would have been issued, underlying such RSUs, using performance and market assumptions determined at such dates. In August 2024, the Company will pay the holders of the 2021 RSU grant an aggregate of approximately $215,000 with respect to the dividend equivalent rights on the vested 39,811 shares.

(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 recognizes expense only when performance conditions are 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 three-year service period.

NOTE 10 – STOCKHOLDERS’ EQUITY (CONTINUED)

As of June 30, 2024, based on performance and market assumptions, the fair value of the RSUs granted in 2023 and 2022 is $841,000 and $1,315,000, respectively. Recognition of such deferred compensation will be charged to General and administrative expense over the respective three-year performance cycles.

The following is a summary of the activity of the Plans:

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2024		2023		2024		2023
Restricted stock:
Number of shares granted		—		—		151,180		152,955
Average per share grant price	$	—	$	—	$	21.60	$	22.09
Deferred compensation to be recognized over vesting period	$	—	$	—	$	3,265,000	$	3,379,000
Number of non-vested shares:
Non-vested beginning of the period		727,140		730,530		712,560		712,375
Grants		—		—		151,180		152,955
Vested during the period		—		(17,500)		(136,600)		(152,300)
Forfeitures		—		(110)		—		(110)
Non-vested end of the period		727,140		712,920		727,140		712,920
RSUs: (a)
Number of non-vested shares:
Non-vested beginning of the period		248,112		241,076		248,112		241,076
Grants		—		—		—		—
Vested during the period		(39,811)		(74,988)		(39,811)		(74,988)
Forfeitures		(39,811)		(38)		(39,811)		(38)
Non-vested end of the period		168,490		166,050		168,490		166,050
Restricted stock and RSU grants (based on grant price):
Weighted average per share value of non-vested shares	$	24.80	$	26.45	$	24.80	$	26.45
Value of stock vested during the period	$	1,213,000	$	1,753,000	$	4,723,000	$	5,165,000
Weighted average per share value of shares forfeited during the period	$	30.46	$	24.80	$	30.46	$	24.80
Total charge to operations:
Outstanding restricted stock grants	$	921,000	$	1,178,000	$	1,814,000	$	2,128,000
Outstanding RSUs		246,000		386,000		625,000		764,000
Total charge to operations	$	1,167,000	$	1,564,000	$	2,439,000	$	2,892,000

(a) There were no RSUs granted during the three or six months ended June 30, 2024 and 2023.

As of June 30, 2024, total compensation costs of $9,079,000 and $999,000 related to non-vested restricted stock awards and RSUs, respectively, have not yet been recognized. These compensation costs will be charged to General and administrative expense over the remaining respective vesting periods. The weighted average remaining vesting period is 2.6 years for the restricted stock and 1.5 years for the RSUs. The Company recognizes the effect of forfeitures on restricted stock awards and RSUs when they occur, and previously recognized compensation expense is reversed in the period the grant or unit is forfeited.

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EARNINGS PER COMMON SHARE

6 Months Ended

Jun. 30, 2024

EARNINGS PER COMMON SHARE

EARNINGS PER COMMON SHARE

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 June 30, 2024, 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				Six Months Ended
	June 30,				June 30,
	2024		2023		2024		2023
Numerator for basic and diluted earnings per share:
Net income	$	9,677	$	6,539	$	15,057	$	11,947
Deduct net income attributable to non-controlling interests		(124)		(20)		(349)		(42)
Deduct earnings allocated to unvested restricted stock (a)		(327)		(320)		(654)		(649)
Net income available for common stockholders: basic and diluted	$	9,226	$	6,199	$	14,054	$	11,256
Denominator for basic earnings per share:
Weighted average number of common shares outstanding		20,590		20,571		20,550		20,544
Effect of dilutive securities: RSUs		93		71		82		68
Denominator for diluted earnings per share:
Weighted average number of shares		20,683		20,642		20,632		20,612
Earnings per common share: basic and diluted	$	.45	$	.30	$	.68	$	.55

(a) Represents an allocation of distributed earnings to unvested restricted stock that, as participating securities, are entitled to receive dividends.

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 and Six Months Ended June 30, 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)	85,250	26,750	42,625	69,375	15,875
July 1, 2022 (c)	83,240	36,765	—	36,765	46,475
August 3, 2021 (d)	79,622	39,811	—	39,811	39,811
Totals	248,112	103,326	42,625	145,951	102,161

Three and Six Months Ended June 30, 2023:
	Total Number	Shares Included Based on (a)
	of Underlying	Return on	Stockholder		Shares
Date of Award	Shares	Capital Metric	Return Metric	Total	Excluded (b)
July 1, 2022 (c)	85,350	42,675	—	42,675	42,675
August 3, 2021 (d)	80,700	40,350	—	40,350	40,350
August 3, 2020 (e)	75,026	37,494	37,494	74,988	38
Totals	241,076	120,519	37,494	158,013	83,063

(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 June 30 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 2023 and 2022 vest, subject to satisfaction of the applicable market and/or performance conditions, as of June 30, 2026 and 2025, respectively (see Note 10).

(d) With respect to the RSUs awarded August 3, 2021, 39,811 shares were deemed to have vested and the balance of 39,811 shares were forfeited as of June 30, 2024 (see Note 10). The vested shares will be issued in August 2024.

(e) With respect to the RSUs awarded August 3, 2020, 74,988 shares were deemed to have vested and the balance of 38 shares were forfeited as of June 30, 2023 (see Note 10). The vested shares were issued in August 2023.

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FAIR VALUE MEASUREMENTS

6 Months Ended

Jun. 30, 2024

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS

NOTE 12 – FAIR VALUE MEASUREMENTS

The Company measures the fair value of financial instruments based on the assumptions that market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, a fair value hierarchy distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity and the reporting entity’s own assumptions about market participant assumptions. In accordance with the fair value hierarchy, Level 1 assets/liabilities are valued based on quoted prices for identical instruments in active markets, Level 2 assets/liabilities are valued based on quoted prices in active markets for similar instruments, on quoted prices in less active or inactive markets, or on other “observable” market inputs and Level 3 assets/liabilities are valued based significantly on “unobservable” market inputs.

The carrying amounts of cash and cash equivalents, escrow, deposits and other assets and receivables (excluding interest rate swaps), dividends payable, and accrued expenses and other liabilities, 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):

	June 30,			December 31,
	2024			2023
Fair value of mortgages payable (a)	$	392,896		$	397,031
Carrying value of mortgages payable, gross	$	419,765		$	422,565
Fair value less than the carrying value	$	(26,869)		$	(25,534)
Blended market interest rate (a)		6.18	%		5.93	%
Weighted average interest rate		4.41	%		4.31	%
Weighted average remaining term to maturity (years)		6.0			5.9

(a) Estimated using unobservable inputs such as available market information and discounted cash flow analysis based on borrowing rates the Company believes it could obtain with similar terms and maturities. These fair value measurements fall within Level 3 of the fair value hierarchy.

Considerable judgment is necessary to interpret market data and develop 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 June 30, 2024, the Company had in effect 12 interest rate derivatives, all of which were interest rate swaps, related to 12 outstanding mortgage loans with an aggregate $28,183,000 notional amount maturing between 2024 and 2026 (weighted average remaining term to maturity of approximately one year). These interest rate swaps, all of which were designated as cash flow hedges, converted SOFR based variable rate mortgages to fixed annual rate mortgages. The interest rates range from 3.22% to 4.34% and a weighted average interest rate of 3.86% at June 30, 2024. The Company’s objective in using interest rate swaps is to add stability to interest expense. The Company does not use derivatives for trading or speculative purposes.

Fair values are approximated using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of the derivatives. This 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 June 30, 2024, the Company has assessed and determined the impact of the credit valuation adjustments on the overall valuation of its derivative positions is not significant. As a result, the Company determined its derivative valuation is classified in Level 2 of the fair value hierarchy. The Company does not currently own any financial instruments that are measured on a recurring basis and that are classified as Level 1 or 3.

NOTE 12 – FAIR VALUE MEASUREMENTS (CONTINUED)

The fair value of the Company’s derivative financial instruments was determined to be the following (amounts in thousands):

		Carrying and		Balance Sheet
	As of	Fair Value		Classification
Financial assets: Interest rate swaps	June 30, 2024	$	567	Other assets
	December 31, 2023		824	Other assets

As of June 30, 2024 and December 31, 2023, there were no derivatives in a liability position.

The following table presents the effect of the Company’s derivative financial instruments on the consolidated statements of income for the periods presented (amounts in thousands):

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2024		2023		2024		2023
Amount of gain recognized on derivatives in other comprehensive income	$	58	$	488	$	241	$	367
Amount of reclassification from Accumulated other comprehensive income into Interest expense		246		347		518		635

During the twelve months ending June 30, 2025, the Company estimates an additional $477,000 will be reclassified from Accumulated other comprehensive income as a decrease to Interest expense.

The derivative agreements in effect at June 30, 2024 provide that if the wholly-owned subsidiary of the Company which is a party to such agreement defaults or is capable of being declared in default on any of its indebtedness, then a default can be declared on such subsidiary’s derivative obligation. In addition, the Company is a party to the derivative agreements and if there is a default by the subsidiary on the loan subject to the derivative agreement to which the Company is a party and if there are swap breakage losses on account of the derivative being terminated early, the Company could be held liable for such swap breakage losses.

Fair Value on a Non-Recurring Basis

Non-financial assets measured at fair value on a non-recurring basis in the consolidated financial statements consist of a property located in Hamilton, Ohio for which the Company recorded an impairment loss of $1,086,000 at June 30, 2024 (as discussed in Note 5). The Company determined fair value based on an executed contract of sale for the property which was determined to be a Level 3 input in the fair value hierarchy.

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NEW ACCOUNTING PRONOUNCEMENTS

6 Months Ended

Jun. 30, 2024

NEW ACCOUNTING PRONOUNCEMENTS

NEW ACCOUNTING PRONOUNCEMENTS

NOTE 13 – NEW ACCOUNTING PRONOUNCEMENT

On January 1, 2024, the Company adopted the FASB ASU No. 2023-07, Segment Reporting – Improvements to Reportable Segments Disclosures, which enhances disclosures of significant segment expenses regularly provided to the chief operating decision maker.

Substantially all of the Company’s real estate assets, at acquisition, are comprised of real estate owned that is leased to tenants on a long-term basis. Therefore, the Company aggregates real estate assets for reporting purposes and operates in one reportable segment.

The Company’s Chief Operating Decision Makers (“CODMs”) are its Chief Executive Officer and Chief Operating Officer. As the Company operates in one reportable segment, the CODMs are provided financial reports which include (i) a consolidated income statement (detailing total revenues, operating income and net income) and (ii) Funds from Operations (“FFO”) and Adjusted Funds from Operations (“AFFO”). These financial reports assist the CODMs in assessing the Company’s financial performance and in allocating resources appropriately.

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SUBSEQUENT EVENTS

6 Months Ended

Jun. 30, 2024

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

NOTE 14 – 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.

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Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ 9,553	$ 6,519	$ 14,708	$ 11,905

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Insider Trading Arrangements

3 Months Ended

Jun. 30, 2024

Trading Arrangements, by Individual

Material Terms of Trading Arrangement

Item 5. Other Information

None of our officers or directors had any contract, instruction, or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any "non-Rule 10b5-1 trading arrangement" in effect at any time during the three months ended June 30, 2024.

Rule 10b5-1 Arrangement Adopted

false

Non-Rule 10b5-1 Arrangement Adopted

false

Rule 10b5-1 Arrangement Terminated

false

Non-Rule 10b5-1 Arrangement Terminated

false

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SUMMARY ACCOUNTING POLICIES (Policies)

6 Months Ended

Jun. 30, 2024

SUMMARY ACCOUNTING POLICIES

Principles of Consolidation/Basis of Preparation

Principles of Consolidation/Basis of Preparation

The accompanying unaudited consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and include all of the information and disclosures required by U.S. Generally Accepted Accounting Principles (“GAAP”) for interim reporting. Accordingly, they do not include all of the disclosures required by GAAP for complete financial statement disclosures. In the opinion of management, all adjustments of a normal recurring nature necessary for fair presentation have been included. The results of operations for the three and six months ended June 30, 2024 and 2023 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, 2023.

The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

The consolidated financial statements include the accounts and operations of OLP, its wholly-owned subsidiaries, its joint ventures in which the Company, as defined, has a controlling interest, and variable interest entities (“VIEs”) of which the Company is the primary beneficiary. OLP and its consolidated subsidiaries are referred to herein as the “Company”. Material intercompany items and transactions have been eliminated in consolidation.

Purchase Accounting for Acquisition of Real Estate

Purchase Accounting for Acquisition of Real Estate

In acquiring real estate, the Company evaluates whether substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets, and if that requirement is met, the asset group is accounted for as an asset acquisition and not a business combination. Transaction costs incurred with such asset acquisitions are capitalized to real estate assets and depreciated over the respectful useful lives.

The Company allocates the purchase price of real estate, including direct transaction costs applicable to an asset acquisition, among land, building, improvements and intangibles (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.

Investment in Joint Ventures and Variable Interest Entities

Investment in Joint Ventures and Variable Interest Entities

The Financial Accounting Standards Board, or FASB, provides guidance for determining whether an entity is a VIE. VIEs are defined as entities in which equity investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support. A VIE is required to be consolidated by its primary beneficiary, which is the party that (i) has the power to control the activities that most significantly impact the VIE’s economic performance and (ii) has the obligation to absorb losses, or the right to receive benefits, of the VIE that could potentially be significant to the VIE.

The Company assesses the accounting treatment for each of its investments, including a review of each venture or limited liability company or partnership agreement, to determine the rights of each party and whether those rights are protective or participating. The agreements typically contain certain protective rights, such as the requirement of partner approval to sell, finance or refinance the property and to pay capital expenditures and operating expenditures outside of the approved budget or operating plan. In situations where, among other things, the Company and its partners jointly (i) approve the annual budget, (ii) approve certain expenditures, (iii) prepare or review and approve the joint venture’s tax return before filing, or (iv) approve each lease at a property, the Company does not consolidate as the Company considers these to be substantive participation rights that result in shared, joint power over the activities that most significantly impact the performance of the joint venture or property. Additionally, the Company assesses the accounting treatment for any interests pursuant to which the Company may have a variable interest as a lessor. Leases may contain certain protective rights, such as the right of sale and the receipt of certain escrow deposits.

The Company accounts for its investments in unconsolidated joint ventures under the equity method of accounting. All investments in unconsolidated joint ventures have sufficient equity at risk to permit the entity to finance its activities without additional subordinated financial support and, as a group, the holders of the equity at risk have power through voting rights to direct the activities of these ventures. As a result, none of these joint ventures are VIEs. In addition, the Company shares power with its co-managing members over these entities, and therefore the entities are not consolidated. These investments are recorded initially at cost, as investments in unconsolidated joint ventures, and subsequently adjusted for their share of equity in earnings, cash contributions and distributions.

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 and six months ended June 30, 2024 and 2023, 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.

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LEASES (Tables)

6 Months Ended

Jun. 30, 2024

LEASES

Schedule of components of lease revenues

The components of lease revenues are as follows (amounts in thousands):

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2024		2023		2024		2023
Fixed lease revenues	$	18,319	$	18,929	$	36,591	$	38,287
Variable lease revenues		3,194		3,248		6,990		6,618
Lease revenues (a)	$	21,513	$	22,177	$	43,581	$	44,905

(a) Excludes amortization related to lease intangible assets and liabilities of $287 and $665 for the three and six months ended June 30, 2024, respectively, and $230 and $454 for the three and six months ended June 30, 2023, respectively.

Schedule of minimum future contractual rents to be received

As of June 30, 2024, the minimum future contractual rents to be received on non-cancellable operating leases are included in the table below (amounts in thousands). The minimum future contractual rents do not include (i) straight-line rent or amortization of lease intangibles or incentives and (ii) variable lease payments as described above.

From July 1 – December 31, 2024	$	35,547
For the year ending December 31,
2025		69,639
2026		65,547
2027		55,773
2028		44,821
2029		34,506
Thereafter		114,006
Total	$	419,839

Schedule of minimum future lease payments

As of June 30, 2024, the minimum future lease payments related to these operating leases are as follows (amounts in thousands):

From July 1 – December 31, 2024	$	303
For the year ending December 31,
2025		626
2026		627
2027		629
2028		630
2029		692
Thereafter		537
Total undiscounted cash flows	$	4,044
Present value discount		(851)
Lease liability	$	3,193

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REAL ESTATE ACQUISITIONS (Tables)

6 Months Ended

Jun. 30, 2024

REAL ESTATE ACQUISITIONS

Schedule of the Company's real estate acquisitions and allocations of the purchase price

The following tables detail the Company’s real estate acquisitions and purchase price allocations during the six months ended June 30, 2024 (amounts in thousands). The Company determined that with respect to these acquisitions, the gross assets acquired are concentrated in a single identifiable asset. Therefore, these transactions do not meet the definition of a business and are accounted for as asset acquisitions. As such, direct transaction costs associated with these asset acquisitions have been capitalized to real estate assets and depreciated over the respective useful lives.

					Capitalized
		Contract		Terms of	Transaction
Description of Industrial Property	Date Acquired	Purchase Price		Payment	Costs
Quality Custom Distribution Services, Inc.
Albuquerque, New Mexico	April 24, 2024	$	6,450	All cash (a)	$	55
Russell Equipment, Inc.
Savannah, GA	May 23, 2024		5,240	All cash (b)		53
Totals for the six months ended June 30, 2024		$	11,690		$	108

			Building &		Intangible Lease						Market Cap	Discount
Description of Industrial Property	Land		Improvements		Asset		Liability		Total		Rate (c)	Rate (c)
Quality Custom Distribution Services, Inc.
Albuquerque, New Mexico	$	1,341	$	6,330	$	689	$	(1,855)	$	6,505	6.75%	7.14%
Russell Equipment, Inc.
Savannah, GA		1,044		3,724		525		—		5,293	7.00%	7.15%
Totals for the six months ended June 30, 2024	$	2,385	$	10,054	$	1,214	$	(1,855)	$	11,798

(a) Subsequent to the acquisition of the Albuquerque, New Mexico property, the Company obtained new mortgage debt of $3,401 bearing an interest rate of 6.00% and maturing in 2032.

(b) Subsequent to the acquisition of the Savannah, Georgia property, the Company obtained new mortgage debt of $2,812 bearing an interest rate of 6.00% and maturing in 2035.

(c) The fair value of the tangible and intangible assets of each property was 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 categorized as Level 3 unobservable inputs in the fair value hierarchy (as defined in Note 12).

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SALES OF PROPERTIES AND IMPAIRMENT LOSS (Tables)

6 Months Ended

Jun. 30, 2024

SALES OF PROPERTIES AND IMPAIRMENT LOSS

Schedule of sales of real estate

The following table details the Company’s sales of real estate during the six months ended June 30, 2024 and 2023 (amounts in thousands):

			Gross		Gain on Sale of
Description of Property	City, State	Date Sold	Sales Price		Real Estate, Net
Hacienda Colorado restaurant parcel (a)	Lakewood, Colorado	March 6, 2024	$	2,900	$	1,784	(a)
Applebee's restaurant property	Kennesaw, Georgia	May 6, 2024		2,834		964
FedEx industrial property	Miamisburg, Ohio	May 9, 2024		2,793		1,507
Havertys retail property	Wichita, Kansas	June 6, 2024		6,600		1,884
Urban Outfitters retail property	Lawrence, Kansas	June 7, 2024		1,300		43
Walgreens retail property (b)	Cape Girardeau, Missouri	June 10, 2024		2,793		978	(b)
Vacant retail property (c)	Kennesaw, Georgia	June 28, 2024		6,700		2,072
Totals for the six months ended June 30, 2024			$	25,920	$	9,232	(d)
			Gross		Gain on Sale of
Description of Property	City, State	Date Sold	Sales Price		Real Estate, Net
TGI Fridays restaurant property	Hauppauge, New York	February 28, 2023	$	4,200	$	1,534
Havertys retail property	Duluth, Georgia	May 31, 2023		6,000		3,180
Totals for the six months ended June 30, 2023			$	10,200	$	4,714	(e)

(a) A consolidated joint venture, in which the Company holds a 90% interest, sold a restaurant parcel which was part of a multi-tenant shopping center. In connection with the sale of this parcel, the joint venture paid down $1,885 of the mortgage on this property. The non-controlling interest’s share of the gain was $178.

(b) This property was owned by a consolidated joint venture in which the Company held a 95% interest. The non-controlling interest’s share of the gain was $105.

(c) In connection with this sale, the Company paid off the $4,412 mortgage on this property.

(d) As a result of these sales, the Company wrote-off, as a reduction to Gain on sale of real estate, net, an aggregate of $275 of unbilled rent receivables, $439 of net unamortized intangible lease assets and liabilities and $108 of other assets and receivables.

(e) As a result of these sales, the Company wrote-off, as a reduction to Gain on sale of real estate, net, an aggregate of $190 of other assets and receivables and $32 of unearned rental income.

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VARIABLE INTEREST ENTITIES, CONTINGENT LIABILITY AND CONSOLIDATED JOINT VENTURES (Tables)

6 Months Ended

Jun. 30, 2024

Consolidated Joint Venture-VIEs

Variable Interest Entities

Schedule of the consolidated VIE's carrying amounts and classification in the Company's balance sheet

The following is a summary of the consolidated VIEs’ carrying amounts and classification in the Company’s consolidated balance sheets, none of which are restricted (amounts in thousands):

	June 30,		December 31,
	2024 (a)		2023
Land	$	9,198	$	9,917
Buildings and improvements, net of accumulated depreciation of $6,091 and $6,380, respectively		15,778		17,475
Cash		721		1,059
Unbilled rent receivable		895		938
Unamortized intangible lease assets, net		126		412
Escrow, deposits and other assets and receivables		857		749
Mortgages payable, net of unamortized deferred financing costs of $90 and $109, respectively		13,579		16,660
Accrued expenses and other liabilities		544		745
Unamortized intangible lease liabilities, net		225		385
Accumulated other comprehensive income		—		2
Non-controlling interests in consolidated joint ventures		1,138		1,042

(a) During the six months ended June 30, 2024, the Company and its joint venture partners sold a restaurant parcel at its multi-tenant shopping center in Lakewood, Colorado and a retail property in Cape Girardeau, Missouri. In connection with the sale of the restaurant parcel, the joint venture paid down the mortgage on its property by $1,885 (see Note 5).

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DEBT OBLIGATIONS (Tables)

6 Months Ended

Jun. 30, 2024

DEBT OBLIGATIONS

Schedule of mortgages payable, net

The following table details the Mortgages payable, net, balances per the consolidated balance sheets (amounts in thousands):

	June 30,		December 31,
	2024		2023
Mortgages payable, gross	$	419,765	$	422,565
Unamortized deferred financing costs		(3,559)		(3,414)
Unamortized mortgage intangible assets (a)		(736)		(804)
Mortgages payable, net	$	415,470	$	418,347

(a) In connection with the assumption of two below-market mortgages.

Schedule of principal repayments

The following table sets forth, as of June 30, 2024, scheduled principal repayments with respect to the Company’s mortgage debt during the six months ending December 31, 2024 and for each of the subsequent twelve months through maturity (amounts in thousands):

	2024		2025		2026		2027		2028		Thereafter		Total
Amortization payments	$	5,884	$	10,842	$	10,794	$	9,721	$	9,060	$	33,678	$	79,979
Principal due at maturity		25,309		29,157		19,179		38,525		30,156		197,460		339,786
Total	$	31,193	$	39,999	$	29,973	$	48,246	$	39,216	$	231,138	$	419,765

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STOCKHOLDERS' EQUITY (Tables)

6 Months Ended

Jun. 30, 2024

STOCKHOLDERS' EQUITY

Summary of shares subject to outstanding awards

The following details the shares subject to awards that are outstanding under the Plans as of June 30, 2024:

	Restricted Stock	RSUs
2022 Incentive Plan	300,515	168,490	(a)
2019 Incentive Plan (b)	426,625	—
Totals	727,140	168,490

(a) In July 2024, the Company granted RSUs to acquire 88,250 shares of common stock.

(b) No additional awards may be granted under such plan.

Summary of RSU activity and other material terms and conditions

The following table reflects the activities involving RSUs:

	2024 Grant (a)	2023 Grant	2022 Grant		2021 Grant		2020 Grant
RSUs granted (b)	88,250	85,250	85,350		80,700		75,026
RSUs vested	—	—	—		39,811	(c)	74,988	(d)
RSUs forfeited	—	—	2,110	(e)	40,889	(f)	38	(e)
RSUs outstanding	88,250	85,250	83,240		—		—
Vesting Date (g)(h)	6/30/2027	6/30/2026	6/30/2025		6/30/2024		6/30/2023

(a) These shares were granted in July 2024.

(b) The shares underlying the RSUs are excluded from the shares shown as outstanding on the balance sheet until they have vested and been issued.

(c) Such shares will be issued in August 2024.

(d) Such shares were issued in August 2023.

(e) Such shares were forfeited due to the retirement of an executive officer before the completion of the applicable three-year performance cycle.

(f) Of the 40,889 shares (i) 39,811 shares were not earned because the applicable market condition had not been satisfied and (ii) 1,078 shares were forfeited due to the retirement of an executive officer before the completion of the applicable three-year performance cycle.

(g) Generally, the recipient must maintain a relationship with the Company during the applicable three-year performance cycle.

(h) 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 specific metrics and other material terms and conditions of the RSUs are as follows:

			Performance Criteria (a)
Year RSU Granted	Metric	Weight	Minimum	Maximum
2021 - 2024 (b)(c)	ROC Metric (d)	50%	Average annual of at least 6.0%	Average annual of at least 8.75%
	TSR Metric (e)	50%	Average annual of at least 6.0%	Average annual of at least 11.0%

(a) If the average annual ROC or TSR falls between the applicable minimum and maximum performance criteria, a pro-rata portion of such units, as applicable, vest.

(b) Such RSUs are not entitled to voting rights.

(c) The holders of such RSUs receive an amount equal to the dividends that would have been paid on the underlying shares had such shares been outstanding during the three-year performance cycle. As of June 30, 2024 and December 31, 2023, the Company accrued an aggregate of $468,000 and $450,000 of dividend equivalents, respectively, for the 2023, 2022 and 2021 RSUs based on the number of shares that would have been issued, underlying such RSUs, using performance and market assumptions determined at such dates. In August 2024, the Company will pay the holders of the 2021 RSU grant an aggregate of approximately $215,000 with respect to the dividend equivalent rights on the vested 39,811 shares.

(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 recognizes expense only when performance conditions are 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 three-year service period.

Summary of the activity of the Plans

The following is a summary of the activity of the Plans:

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2024		2023		2024		2023
Restricted stock:
Number of shares granted		—		—		151,180		152,955
Average per share grant price	$	—	$	—	$	21.60	$	22.09
Deferred compensation to be recognized over vesting period	$	—	$	—	$	3,265,000	$	3,379,000
Number of non-vested shares:
Non-vested beginning of the period		727,140		730,530		712,560		712,375
Grants		—		—		151,180		152,955
Vested during the period		—		(17,500)		(136,600)		(152,300)
Forfeitures		—		(110)		—		(110)
Non-vested end of the period		727,140		712,920		727,140		712,920
RSUs: (a)
Number of non-vested shares:
Non-vested beginning of the period		248,112		241,076		248,112		241,076
Grants		—		—		—		—
Vested during the period		(39,811)		(74,988)		(39,811)		(74,988)
Forfeitures		(39,811)		(38)		(39,811)		(38)
Non-vested end of the period		168,490		166,050		168,490		166,050
Restricted stock and RSU grants (based on grant price):
Weighted average per share value of non-vested shares	$	24.80	$	26.45	$	24.80	$	26.45
Value of stock vested during the period	$	1,213,000	$	1,753,000	$	4,723,000	$	5,165,000
Weighted average per share value of shares forfeited during the period	$	30.46	$	24.80	$	30.46	$	24.80
Total charge to operations:
Outstanding restricted stock grants	$	921,000	$	1,178,000	$	1,814,000	$	2,128,000
Outstanding RSUs		246,000		386,000		625,000		764,000
Total charge to operations	$	1,167,000	$	1,564,000	$	2,439,000	$	2,892,000

(a) There were no RSUs granted during the three or six months ended June 30, 2024 and 2023.

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EARNINGS PER COMMON SHARE (Tables)

6 Months Ended

Jun. 30, 2024

EARNINGS PER COMMON SHARE

Schedule of reconciliation of the numerator and denominator of earnings per share calculations

The following table provides a reconciliation of the numerator and denominator of earnings per share calculations (amounts in thousands, except per share amounts):

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2024		2023		2024		2023
Numerator for basic and diluted earnings per share:
Net income	$	9,677	$	6,539	$	15,057	$	11,947
Deduct net income attributable to non-controlling interests		(124)		(20)		(349)		(42)
Deduct earnings allocated to unvested restricted stock (a)		(327)		(320)		(654)		(649)
Net income available for common stockholders: basic and diluted	$	9,226	$	6,199	$	14,054	$	11,256
Denominator for basic earnings per share:
Weighted average number of common shares outstanding		20,590		20,571		20,550		20,544
Effect of dilutive securities: RSUs		93		71		82		68
Denominator for diluted earnings per share:
Weighted average number of shares		20,683		20,642		20,632		20,612
Earnings per common share: basic and diluted	$	.45	$	.30	$	.68	$	.55

(a) Represents an allocation of distributed earnings to unvested restricted stock that, as participating securities, are entitled to receive dividends.

Schedule of impact to the diluted weighted average number of shares of common stock related to the RSUs

The following table identifies the number of shares of common stock underlying the RSUs that are included in the calculation, on a diluted basis, of the weighted average number of shares of common stock for such periods:

Three and Six Months Ended June 30, 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)	85,250	26,750	42,625	69,375	15,875
July 1, 2022 (c)	83,240	36,765	—	36,765	46,475
August 3, 2021 (d)	79,622	39,811	—	39,811	39,811
Totals	248,112	103,326	42,625	145,951	102,161

Three and Six Months Ended June 30, 2023:
	Total Number	Shares Included Based on (a)
	of Underlying	Return on	Stockholder		Shares
Date of Award	Shares	Capital Metric	Return Metric	Total	Excluded (b)
July 1, 2022 (c)	85,350	42,675	—	42,675	42,675
August 3, 2021 (d)	80,700	40,350	—	40,350	40,350
August 3, 2020 (e)	75,026	37,494	37,494	74,988	38
Totals	241,076	120,519	37,494	158,013	83,063

(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 June 30 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 2023 and 2022 vest, subject to satisfaction of the applicable market and/or performance conditions, as of June 30, 2026 and 2025, respectively (see Note 10).

(d) With respect to the RSUs awarded August 3, 2021, 39,811 shares were deemed to have vested and the balance of 39,811 shares were forfeited as of June 30, 2024 (see Note 10). The vested shares will be issued in August 2024.

(e) With respect to the RSUs awarded August 3, 2020, 74,988 shares were deemed to have vested and the balance of 38 shares were forfeited as of June 30, 2023 (see Note 10). The vested shares were issued in August 2023.

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FAIR VALUE MEASUREMENTS (Tables)

6 Months Ended

Jun. 30, 2024

FAIR VALUE MEASUREMENTS

Schedule of fair value and carrying amounts of the Company's mortgages payable

The fair value and carrying amounts of the Company’s mortgages payable are as follows (dollars in thousands):

	June 30,			December 31,
	2024			2023
Fair value of mortgages payable (a)	$	392,896		$	397,031
Carrying value of mortgages payable, gross	$	419,765		$	422,565
Fair value less than the carrying value	$	(26,869)		$	(25,534)
Blended market interest rate (a)		6.18	%		5.93	%
Weighted average interest rate		4.41	%		4.31	%
Weighted average remaining term to maturity (years)		6.0			5.9

(a) Estimated using unobservable inputs such as available market information and discounted cash flow analysis based on borrowing rates the Company believes it could obtain with similar terms and maturities. These fair value measurements fall within Level 3 of the fair value hierarchy.

Schedule of derivative financial instruments measured at fair value

The fair value of the Company’s derivative financial instruments was determined to be the following (amounts in thousands):

		Carrying and		Balance Sheet
	As of	Fair Value		Classification
Financial assets: Interest rate swaps	June 30, 2024	$	567	Other assets
	December 31, 2023		824	Other assets

Schedule of effect of derivative financial instruments on statements of income

The following table presents the effect of the Company’s derivative financial instruments on the consolidated statements of income for the periods presented (amounts in thousands):

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2024		2023		2024		2023
Amount of gain recognized on derivatives in other comprehensive income	$	58	$	488	$	241	$	367
Amount of reclassification from Accumulated other comprehensive income into Interest expense		246		347		518		635

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ORGANIZATION AND BACKGROUND (Details)	Jun. 30, 2024 property state
Organization and Background
Number of real estate properties	106
Number of states in which properties are located | state	31
Properties owned by consolidated joint ventures
Organization and Background
Number of real estate properties	2
Properties owned by unconsolidated joint ventures
Organization and Background
Number of real estate properties	2

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SUMMARY ACCOUNTING POLICIES (Details)	Jun. 30, 2024 item
Investment in Joint Ventures and Variable Interest Entities
Number of Unconsolidated Joint Venture VIEs	0

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LEASES - As Lessor (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Lessor Accounting
Operating Lease, option to extend			true
Operating Lease, option to terminate			true
Practical expedient, single lease component	false		false
Components of lease revenues
Fixed lease revenues	$ 18,319	$ 18,929	$ 36,591	$ 38,287
Variable lease revenues	3,194	3,248	6,990	6,618
Lease revenues	21,513	22,177	43,581	44,905
Amortization of acquired intangible lease assets/liabilities	$ 287	$ 230	$ 665	454
Write-off of unbilled rent receivable				$ 133

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LEASES - As Lessor - Minimum Future Rents (Details) $ in Thousands	Jun. 30, 2024 USD ($)
Minimum future contractual base rents to be received
From July 1 - December 31, 2024	$ 35,547
For the year ending December 31, 2025	69,639
For the year ending December 31, 2026	65,547
For the year ending December 31, 2027	55,773
For the year ending December 31, 2028	44,821
For the year ending December 31, 2029	34,506
Thereafter	114,006
Total	$ 419,839

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LEASES - As Lessee - Ground Lease and Office Lease (Details)	3 Months Ended		6 Months Ended
	Jun. 30, 2024 USD ($) item	Jun. 30, 2023 USD ($)	Jun. 30, 2024 USD ($) item	Jun. 30, 2023 USD ($)
Real Estate in Greensboro, NC
Lessee Accounting
Operating lease, renewal term	5 years		5 years
Operating lease, option to extend			true
Operating lease, remaining lease term	5 years 8 months 12 days		5 years 8 months 12 days
Real Estate in Greensboro, NC | Real estate expenses
Lessee Accounting
Operating lease expense | $	$ 122,000	$ 150,000	$ 244,000	$ 300,000
Real Estate in Greensboro, NC | Five-Year Lease
Lessee Accounting
Operating lease, renewal term	5 years		5 years
Real Estate in Greensboro, NC | Five-Year Lease | Maximum
Lessee Accounting
Operating lease, number of renewal options | item	4		4
Real Estate in Greensboro, NC | Seven-Month Lease
Lessee Accounting
Operating lease, number of renewal options | item	1		1
Operating lease, renewal term	7 months		7 months
Corporate office lease in Great Neck, NY
Lessee Accounting
Operating lease, option to extend			true
Operating lease, remaining lease term	12 years 6 months		12 years 6 months
Corporate office lease in Great Neck, NY | General and administrative expense
Lessee Accounting
Operating lease expense | $	$ 14,000	$ 14,000	$ 28,000	$ 28,000
Corporate office lease in Great Neck, NY | Five-Year Lease
Lessee Accounting
Operating lease, renewal term	5 years		5 years

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LEASES - As Lessee - Minimum Future Lease Payments (Details) $ in Thousands	Jun. 30, 2024 USD ($)
Minimum future lease payments
From July 1 - December 31, 2024	$ 303
For the year ending December 31, 2025	626
For the year ending December 31, 2026	627
For the year ending December 31, 2027	629
For the year ending December 31, 2028	630
For the year ending December 31, 2029	692
Thereafter	537
Total undiscounted cash flows	4,044
Present value discount	(851)
Lease liability	$ 3,193

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LEASES - As Lessee - Lease termination fee (Details) - USD ($)	1 Months Ended	3 Months Ended		6 Months Ended
	Mar. 31, 2024	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
LEASES
Total revenues		$ 21,800,000	$ 22,407,000	$ 44,496,000	$ 45,359,000
Lease termination fee
LEASES
Total revenues				$ 250,000
Consolidated Joint Venture-VIEs | Multi-Tenant Shopping Center, Lakewood, Colorado
LEASES
Ownership interest in consolidated joint venture of the company (as a percent)	90.00%
Consolidated Joint Venture-VIEs | Multi-Tenant Shopping Center, Lakewood, Colorado | Lease termination fee
LEASES
Total revenues	$ 250,000

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REAL ESTATE ACQUISITIONS - Acquisitions (Details) - Real Estate Acquisitions in 2024 - USD ($) $ in Thousands			6 Months Ended
	May 23, 2024	Apr. 24, 2024	Jun. 30, 2024
REAL ESTATE ACQUISITIONS
Contract Purchase Price			$ 11,690
Capitalized Transaction Costs			$ 108
Quality Custom Distribution Services, Inc. in Albuquerque, New Mexico
REAL ESTATE ACQUISITIONS
Contract Purchase Price		$ 6,450
Capitalized Transaction Costs		55
New mortgage debt		$ 3,401
Interest rate (as a percent)		6.00%
Russell Equipment, Inc. in Savannah, Georgia
REAL ESTATE ACQUISITIONS
Contract Purchase Price	$ 5,240
Capitalized Transaction Costs	53
New mortgage debt	$ 2,812
Interest rate (as a percent)	6.00%

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REAL ESTATE ACQUISITIONS - Purchase price allocation (Details) - Real Estate Acquisitions in 2024 $ in Thousands	Jun. 30, 2024 USD ($)
REAL ESTATE ACQUISITIONS
Intangible Lease Asset	$ 1,214
Intangible Lease Liability	(1,855)
Total	11,798
Land
REAL ESTATE ACQUISITIONS
Acquired property	2,385
Building & Improvements
REAL ESTATE ACQUISITIONS
Acquired property	10,054
Quality Custom Distribution Services, Inc. in Albuquerque, New Mexico
REAL ESTATE ACQUISITIONS
Intangible Lease Asset	689
Intangible Lease Liability	(1,855)
Total	$ 6,505
Market capitalization rate	0.0675
Discount rate	0.0714
Quality Custom Distribution Services, Inc. in Albuquerque, New Mexico | Land
REAL ESTATE ACQUISITIONS
Acquired property	$ 1,341
Quality Custom Distribution Services, Inc. in Albuquerque, New Mexico | Building & Improvements
REAL ESTATE ACQUISITIONS
Acquired property	6,330
Russell Equipment, Inc. in Savannah, Georgia
REAL ESTATE ACQUISITIONS
Intangible Lease Asset	525
Total	$ 5,293
Market capitalization rate	0.0700
Discount rate	0.0715
Russell Equipment, Inc. in Savannah, Georgia | Land
REAL ESTATE ACQUISITIONS
Acquired property	$ 1,044
Russell Equipment, Inc. in Savannah, Georgia | Building & Improvements
REAL ESTATE ACQUISITIONS
Acquired property	$ 3,724

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SALES OF PROPERTIES AND IMPAIRMENT LOSS (Details) - USD ($)										3 Months Ended		6 Months Ended
	Jun. 28, 2024	Jun. 10, 2024	Jun. 07, 2024	Jun. 06, 2024	May 09, 2024	May 06, 2024	Mar. 06, 2024	May 31, 2023	Feb. 28, 2023	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Jul. 11, 2024	Jul. 01, 2024
SALES OF PROPERTIES
Gain on sale of real estate, net										$ 7,448,000	$ 3,180,000	$ 9,232,000	$ 4,714,000
Impairment loss										1,086,000		1,086,000
Properties disposed of by sale
SALES OF PROPERTIES
Gross Sales Price												25,920,000	10,200,000
Gain on sale of real estate, net												9,232,000	4,714,000
Reduction to Gain on sale of real estate, net, attributable to the write-off of unbilled rent receivable												275,000
Reduction to Gain on sale of real estate, net, attributable to the write-off of net unamortized lease liabilities and assets												439,000
Reduction to Gain on sale of real estate, net, attributable to the write-off of other assets and receivables												108,000	190,000
Reduction to Gain on sale of real estate, net, attributable to the write-off of unearned rental income													$ 32,000
Properties disposed of by sale | Hacienda Colorado Restaurant Parcel in Lakewood, Colorado
SALES OF PROPERTIES
Gross Sales Price							$ 2,900,000
Gain on sale of real estate, net							$ 1,784,000
Properties disposed of by sale | Applebee's Restaurant Property in Kennesaw, Georgia
SALES OF PROPERTIES
Gross Sales Price						$ 2,834,000
Gain on sale of real estate, net						$ 964,000
Properties disposed of by sale | FedEx Industrial Property in Miamisburg, Ohio
SALES OF PROPERTIES
Gross Sales Price					$ 2,793,000
Gain on sale of real estate, net					$ 1,507,000
Properties disposed of by sale | Havertys retail property in Wichita, Kansas
SALES OF PROPERTIES
Gross Sales Price				$ 6,600,000
Gain on sale of real estate, net				$ 1,884,000
Properties disposed of by sale | Urban Outfitters retail property in Lawrence, Kansas
SALES OF PROPERTIES
Gross Sales Price			$ 1,300,000
Gain on sale of real estate, net			$ 43,000
Properties disposed of by sale | Walgreens retail property in Cape Girardeau, Missouri
SALES OF PROPERTIES
Gross Sales Price		$ 2,793,000
Gain on sale of real estate, net		$ 978,000
Properties disposed of by sale | Vacant retail property in Kennesaw, Georgia
SALES OF PROPERTIES
Gross Sales Price	$ 6,700,000
Gain on sale of real estate, net	2,072,000
Mortgage prepaid on sale of real estate	$ 4,412,000
Properties disposed of by sale | TGI Fridays Restaurant, Hauppauge, New York
SALES OF PROPERTIES
Gross Sales Price									$ 4,200,000
Gain on sale of real estate, net									$ 1,534,000
Properties disposed of by sale | Haverty's retail property, Duluth, Georgia
SALES OF PROPERTIES
Gross Sales Price								$ 6,000,000
Gain on sale of real estate, net								$ 3,180,000
Properties disposed of by sale | Vacant industrial property in Wauconda, IL
SALES OF PROPERTIES
Contracted sale price of property															$ 4,500,000
Properties held-for-sale | Health and fitness property in Real Estate in Hamilton, OH
SALES OF PROPERTIES
Contracted sale price of property														$ 4,350,000
Impairment loss										1,086,000		1,086,000
Adjusted net book value										$ 4,161,000		$ 4,161,000
Consolidated Joint Venture-VIEs | Properties disposed of by sale | Hacienda Colorado Restaurant Parcel in Lakewood, Colorado
SALES OF PROPERTIES
Ownership interest in consolidated joint venture of the company (as a percent)							90.00%
Mortgage prepaid on sale of real estate							$ 1,885,000
Non-controlling interest's share of the gain							$ 178,000
Consolidated Joint Venture-VIEs | Properties disposed of by sale | Walgreens retail property in Cape Girardeau, Missouri
SALES OF PROPERTIES
Ownership interest in consolidated joint venture of the company (as a percent)		95.00%
Non-controlling interest's share of the gain		$ 105,000

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VARIABLE INTEREST ENTITIES, CONTINGENT LIABILITY AND CONSOLIDATED JOINT VENTURES - Consolidated Joint Ventures (Details) $ in Thousands		1 Months Ended	6 Months Ended
		Mar. 31, 2024	Jun. 30, 2024 USD ($) item	Dec. 31, 2023 USD ($)
Consolidated VIEs Carrying Amount of Assets and Liabilities
Land			$ 170,023	$ 172,309
Unbilled rent receivable			16,847	16,661
Unamortized intangible lease assets, net			13,292	14,681
Escrow, deposits and other assets and receivables			20,492	19,833
Mortgages payable, net of unamortized deferred financing costs of $99 and $109, respectively			415,470	418,347
Accrued expenses and other liabilities			14,200	15,502
Unamortized intangible lease liabilities, net			11,065	10,096
Accumulated other comprehensive income			567	844
Non-controlling interests in consolidated joint ventures	[1]		1,138	1,042
Mortgages payable
Consolidated VIEs Carrying Amount of Assets and Liabilities
Mortgages payable, net of unamortized deferred financing costs of $99 and $109, respectively			415,470	418,347
Unamortized deferred financing costs			3,559	3,414
Multi-Tenant Shopping Center, Lakewood, Colorado | Properties disposed of by sale
Consolidated VIEs Carrying Amount of Assets and Liabilities
Mortgage prepaid on sale of real estate			$ 1,885
Consolidated Joint Venture-VIEs
Variable Interest Entities
Number of joint ventures with controlling interest | item			2
Consolidated VIEs Carrying Amount of Assets and Liabilities
Land			$ 9,198	9,917
Buildings and improvements, net of accumulated depreciation of $6,091 and $6,380, respectively			15,778	17,475
Accumulated depreciation			6,091	6,380
Cash			721	1,059
Unbilled rent receivable			895	938
Unamortized intangible lease assets, net			126	412
Escrow, deposits and other assets and receivables			857	749
Mortgages payable, net of unamortized deferred financing costs of $99 and $109, respectively			13,579	16,660
Accrued expenses and other liabilities			544	745
Unamortized intangible lease liabilities, net			225	385
Accumulated other comprehensive income				2
Non-controlling interests in consolidated joint ventures			$ 1,138	1,042
Consolidated Joint Venture-VIEs | Minimum
Variable Interest Entities
Ownership interest in consolidated joint venture of the company (as a percent)			90.00%
Consolidated Joint Venture-VIEs | Maximum
Variable Interest Entities
Ownership interest in consolidated joint venture of the company (as a percent)			95.00%
Consolidated Joint Venture-VIEs | Mortgages payable
Consolidated VIEs Carrying Amount of Assets and Liabilities
Unamortized deferred financing costs			$ 90	$ 109
Consolidated Joint Venture-VIEs | Multi-Tenant Shopping Center, Lakewood, Colorado
Variable Interest Entities
Ownership interest in consolidated joint venture of the company (as a percent)		90.00%

[1] The Company’s consolidated balance sheets include assets and liabilities of consolidated variable interest entities (“VIEs”). See Note 6. The consolidated balance sheets include the following amounts related to the Company’s consolidated VIEs: $9,198 and $9,917 of land, $15,778 and $17,475 of building and improvements, net of $6,091 and $6,380 of accumulated depreciation, $2,599 and $3,158 of other assets included in other line items, $13,579 and $16,660 of real estate debt, net, $769 and $1,130 of other liabilities included in other line items and $1,138 and $1,042 of non-controlling interests as of June 30, 2024 and December 31, 2023, respectively.

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VARIABLE INTEREST ENTITIES, CONTINGENT LIABILITY AND CONSOLIDATED JOINT VENTURES - MCB Real Estate, LLC (Details)	Jun. 30, 2024 USD ($)
Consolidated Joint Venture-VIEs | Joint venture partner | MCB Real Estate LLC And Its Affiliates
Consolidated VIEs Carrying Amount of Assets and Liabilities
Investment in consolidated joint ventures	$ 3,512,000

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VARIABLE INTEREST ENTITIES, CONTINGENT LIABILITY AND CONSOLIDATED JOINT VENTURES - Ground Leases (Details) - USD ($)	1 Months Ended	3 Months Ended		6 Months Ended		12 Months Ended			45 Months Ended
	Nov. 30, 2020	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2016	Jun. 30, 2024
Variable Interest Entities - Ground Lease
Revenue		$ 21,800,000	$ 22,407,000	$ 44,496,000	$ 45,359,000
Variable Interest Entity, Not Primary Beneficiary | The Vue
Variable Interest Entities - Ground Lease
Proceeds received from settlement of lawsuit							$ 4,642,000
Maximum exposure to loss		17,320,000		17,320,000					$ 17,320,000
Owner/ Operator Mortgage from Third Party								$ 67,444,000
Current Balance of Owner or Operator Mortgage Debt Obtained From Third Party		$ 62,930,000		62,930,000					62,930,000
Percentage of operating expense shortfalls & cap-ex covered by the Company	78.00%
Amount of operating expense shortfalls & cap-ex covered by the Company				$ 44,000		$ 932,000
Variable Interest Entity, Not Primary Beneficiary | The Vue | Ground lease rental income
Variable Interest Entities - Ground Lease
Revenue									$ 0

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INVESTMENT IN UNCONSOLIDATED JOINT VENTURES (Details)	3 Months Ended		6 Months Ended
	Jun. 30, 2024 USD ($) item	Jun. 30, 2023 USD ($)	Jun. 30, 2024 USD ($) item	Jun. 30, 2023 USD ($)	Dec. 31, 2023 USD ($) item
INVESTMENT IN UNCONSOLIDATED JOINT VENTURES
Equity investment in unconsolidated joint ventures	$ 2,148,000		$ 2,148,000		$ 2,051,000
Equity in earnings of unconsolidated joint ventures	$ 43,000	$ 60,000	$ 96,000	$ 145,000
Unconsolidated Joint Venture
INVESTMENT IN UNCONSOLIDATED JOINT VENTURES
Number of unconsolidated joint ventures | item	2		2		2
Equity investment in unconsolidated joint ventures	$ 2,148,000		$ 2,148,000		$ 2,051,000
Equity in earnings of unconsolidated joint ventures	$ 43,000	$ 60,000	$ 96,000	$ 145,000
Unconsolidated Joint Venture
INVESTMENT IN UNCONSOLIDATED JOINT VENTURES
Number of properties owned and operated by each unconsolidated joint venture | item	1		1		1

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DEBT OBLIGATIONS - Mortgage Payable (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Mortgages payable, net
Mortgages payable, net	$ 415,470	$ 418,347
Mortgages payable
Mortgages payable, net
Mortgages payable, gross	419,765	422,565
Unamortized deferred financing costs	(3,559)	(3,414)
Unamortized mortgage intangible asset	(736)	(804)
Mortgages payable, net	$ 415,470	$ 418,347

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DEBT OBLIGATIONS - Principal repayments (Details) - Mortgages payable - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Amortization payments
Amortization payments, six months ended December 31, 2024	$ 5,884
Amortization payments, Year Ending December 31, 2025	10,842
Amortization payments, Year Ending December 31, 2026	10,794
Amortization payments, Year Ending December 31, 2027	9,721
Amortization payments, Year Ending December 31, 2028	9,060
Amortization payments, Thereafter	33,678
Amortization payments, Total	79,979
Principal due at maturity
Principal due at maturity, six months ended December 31, 2024	25,309
Principal due at maturity, Year Ending December 31, 2025	29,157
Principal due at maturity, Year Ending December 31, 2026	19,179
Principal due at maturity, Year Ending December 31, 2027	38,525
Principal due at maturity, Year Ending December 31, 2028	30,156
Principal due at maturity, Thereafter	197,460
Principal due at maturity, Total	339,786
Total
Total, six months ended December 31, 2024	31,193
Total, Year Ending December 31, 2025	39,999
Total, Year Ending December 31, 2026	29,973
Total, Year Ending December 31, 2027	48,246
Total, Year Ending December 31, 2028	39,216
Total, Thereafter	231,138
Total	$ 419,765	$ 422,565

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DEBT OBLIGATIONS - Line of Credit (Details) - USD ($)		6 Months Ended		12 Months Ended
	Aug. 01, 2024	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Line of Credit
Line of credit
Line of Credit
Line of Credit
Maximum borrowing capacity		100,000,000
Borrowing capacity available for renovation and operating expense purposes		$ 40,000,000
Percentage of permitted borrowing base available for renovation and operating expense purposes		40.00%
Unused facility fee (as a percent)		0.25%
Line of credit		$ 0
Line of credit, interest rate during the period	7.09%
Remaining amount available to be borrowed under the facility	$ 100,000,000	100,000,000
Remaining borrowing capacity available for renovation and operating expense purposes	$ 40,000,000	40,000,000
Deferred financing costs		$ 457,000		$ 549,000
Line of Credit | Weighted average
Line of Credit
Line of credit, interest rate during the period			6.44%
Line of Credit | SOFR
Line of Credit
Basis of interest rate		30-day SOFR
Applicable margin (as a percent)		1.75%		1.75%
Line of Credit | SOFR | Minimum
Line of Credit
Applicable margin (as a percent)		1.75%
Line of Credit | SOFR | Maximum
Line of Credit
Applicable margin (as a percent)		2.75%

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RELATED PARTY TRANSACTIONS - Compensation and Services Agreement (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Affiliated Entity | Majestic
Related Party Transactions
Aggregate fees under compensation and services agreement	$ 831,000	$ 810,000	$ 1,657,000	$ 1,689,000
Property management services	361,000	358,000	718,000	786,000
Additional payment for the entity's share of all direct office expenses	84,000	79,000	$ 168,000	$ 159,000
Affiliated Entity | Majestic | Net lease tenants
Related Party Transactions
Property management costs as a percentage of rental payments			1.50%	1.50%
Affiliated Entity | Majestic | Operating lease tenants
Related Party Transactions
Property management costs as a percentage of rental payments			2.00%	2.00%
Executive officers and others
Related Party Transactions
Stock incentive plan expense	$ 569,000	$ 643,000	$ 1,182,000	$ 1,284,000

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RELATED PARTY TRANSACTIONS - Joint Venture Partners and Affiliates (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Related Party Transactions
Increase (decrease) in equity earnings, joint venture transaction				$ (29,000)
Unconsolidated Joint Venture
Related Party Transactions
Payments for property management services		$ 31,000		57,000
Aggregate management fees paid to other partners	$ 1,000		$ 3,000
Increase (decrease) in equity earnings, joint venture transaction	(1,000)	(15,000)	(2,000)
Joint Venture Partners and Affiliates | Real estate expenses
Related Party Transactions
Payments for property management services	$ 23,000	$ 24,000	$ 46,000	$ 46,000

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RELATED PARTY TRANSACTIONS - Other (Details) - USD ($)	3 Months Ended				6 Months Ended
	Jun. 30, 2024	Mar. 31, 2024	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2024	Jun. 30, 2023
Chairman | General and administrative expense
Related Party Transactions
Quarterly fees paid	$ 81,378	$ 81,378	$ 78,250	$ 78,250
Vice Chairman | General and administrative expense
Related Party Transactions
Quarterly fees paid	32,551	$ 32,551	31,300	$ 31,300
Affiliated Entity | Gould Investors L.P. | Real estate expenses
Related Party Transactions
Insurance expense recognized of amounts reimbursed to related party	$ 189,000		$ 102,000		$ 467,000	$ 250,000

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STOCKHOLDERS' EQUITY - Common Stock Dividend (Details) - USD ($)			3 Months Ended
	Jul. 09, 2024	Jun. 10, 2024	Jun. 30, 2024
Common Stock Dividend
Quarterly cash dividend declared (in dollars per share)			$ 0.45
Total Dividend		$ 9,594,000
Cash Distributed	$ 9,145,000
Stock Issued	20,000

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STOCKHOLDERS' EQUITY - Dividend Reinvestment Plan (Details) - shares	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Dividend Reinvestment Plan
Market price discount (as a percent)			3.00%
Common shares issued under Dividend Reinvestment Plan	67,000	50,000	133,000	99,000
Maximum
Dividend Reinvestment Plan
Market price discount (as a percent)			5.00%

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STOCKHOLDERS' EQUITY - Stock Repurchase Program (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
STOCKHOLDERS' EQUITY
Number of shares repurchased	0	73,000	0	73,000
Value of shares repurchased, net of commissions		$ 1,455,000		$ 1,455,000
Payment of commissions on sale of shares		$ 4,000		$ 4,000

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STOCKHOLDERS' EQUITY - Stock Based Compensation - Summary of Plans (Details) - shares	1 Months Ended	3 Months Ended		6 Months Ended
	Jul. 31, 2024	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Mar. 31, 2024	Dec. 31, 2023	Mar. 31, 2023	Dec. 31, 2022
Restricted stock
STOCKHOLDERS' EQUITY
Number of shares outstanding		727,140	712,920	727,140	712,920	727,140	712,560	730,530	712,375
Number of shares granted				151,180	152,955
Vesting period				5 years
RSUs
STOCKHOLDERS' EQUITY
Number of shares outstanding		168,490	166,050	168,490	166,050	248,112	248,112	241,076	241,076
Number of shares granted	88,250	0	0	0	0
Vesting period				3 years
2022 Incentive Plan
STOCKHOLDERS' EQUITY
Maximum number of shares authorized for issuance		750,000		750,000
2022 Incentive Plan | Restricted stock
STOCKHOLDERS' EQUITY
Number of shares outstanding		300,515		300,515
2022 Incentive Plan | RSUs
STOCKHOLDERS' EQUITY
Number of shares outstanding		168,490		168,490
2019 Incentive Plan
STOCKHOLDERS' EQUITY
Remaining shares which may be granted under the Plan		0		0
2019 Incentive Plan | Restricted stock
STOCKHOLDERS' EQUITY
Number of shares outstanding		426,625		426,625

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STOCKHOLDERS' EQUITY - Stock Based Compensation - RSUs (Details) - USD ($)	1 Months Ended		3 Months Ended		6 Months Ended		12 Months Ended
	Aug. 31, 2024	Jul. 31, 2024	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Mar. 31, 2024	Mar. 31, 2023
RSUs
STOCKHOLDERS' EQUITY
Number of shares granted		88,250	0	0	0	0
Number of shares vested			39,811	74,988	39,811	74,988
Number of shares forfeited			39,811	38	39,811	38
Number of shares outstanding			168,490	166,050	168,490	166,050	168,490	248,112	241,076			248,112	241,076
Performance cycle					3 years
RSUs | Awards granted in 2024
STOCKHOLDERS' EQUITY
Number of shares granted					88,250
Number of shares outstanding			88,250		88,250		88,250
RSUs | Awards granted in 2023
STOCKHOLDERS' EQUITY
Number of shares granted								85,250
Number of shares outstanding			85,250		85,250		85,250
Aggregate fair value of the shares granted			$ 841,000		$ 841,000		$ 841,000
RSUs | Awards granted in 2022
STOCKHOLDERS' EQUITY
Number of shares granted									85,350
Number of shares forfeited					2,110
Number of shares outstanding			83,240		83,240		83,240
Performance cycle					3 years
Aggregate fair value of the shares granted			$ 1,315,000		$ 1,315,000		$ 1,315,000
RSUs | Awards granted in 2021
STOCKHOLDERS' EQUITY
Number of shares granted										80,700
Number of shares vested					39,811
Number of shares forfeited					40,889		40,889
Performance cycle					3 years
RSUs | Awards granted in 2021 | Forecast
STOCKHOLDERS' EQUITY
Payment of dividends to RSU grant holders	$ 215,000
RSUs | Awards granted in 2020
STOCKHOLDERS' EQUITY
Number of shares granted											75,026
Number of shares vested						74,988
Number of shares forfeited						38
RSUs | Awards granted in 2021 - 2023
STOCKHOLDERS' EQUITY
Performance cycle					3 years
Accrual for dividend equivalent rights			$ 468,000		$ 468,000		$ 468,000	$ 450,000
ROC Awards | Awards granted in 2021
STOCKHOLDERS' EQUITY
Number of shares vested					39,811
Number of shares forfeited					39,811
ROC Awards | Awards granted in 2021 - 2023
STOCKHOLDERS' EQUITY
Weight					50.00%	50.00%
ROC Awards | Awards granted in 2021 - 2023 | Minimum
STOCKHOLDERS' EQUITY
Average of annual ROC					6.00%	6.00%
ROC Awards | Awards granted in 2021 - 2023 | Maximum
STOCKHOLDERS' EQUITY
Average of annual ROC					8.75%	8.75%
TSR awards
STOCKHOLDERS' EQUITY
Service period					3 years
TSR awards | Awards granted in 2021
STOCKHOLDERS' EQUITY
Number of shares forfeited					1,078
TSR awards | Awards granted in 2021 - 2023
STOCKHOLDERS' EQUITY
Weight					50.00%	50.00%
TSR awards | Awards granted in 2021 - 2023 | Minimum
STOCKHOLDERS' EQUITY
Average of annual TSR					6.00%	6.00%
TSR awards | Awards granted in 2021 - 2023 | Maximum
STOCKHOLDERS' EQUITY
Average of annual TSR					11.00%	11.00%

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STOCKHOLDERS' EQUITY - Activity of the Plans (Details) - USD ($)	1 Months Ended	3 Months Ended		6 Months Ended		12 Months Ended
	Jul. 31, 2024	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Dec. 31, 2023
Restricted stock and RSU grants
Restricted stock and RSU grants (based on grant price):
Weighted average per share value of non-vested shares (in dollars per share)		$ 24.80	$ 26.45	$ 24.80	$ 26.45	$ 24.80
Value of stock vested during the period		$ 1,213,000	$ 1,753,000	$ 4,723,000	$ 5,165,000
Weighted average per share value of shares forfeited during the period (in dollars per share)		$ 30.46	$ 24.80	$ 30.46	$ 24.80
Total charge to operations:
Total charge to operations		$ 1,167,000	$ 1,564,000	$ 2,439,000	$ 2,892,000
Restricted stock grants
Summary of the activity of the incentive Plans
Average per share grant price (in dollars per share)				$ 21.60	$ 22.09
Deferred compensation to be recognized over vesting period		$ 3,265,000	$ 3,379,000	$ 3,265,000	$ 3,379,000	$ 3,265,000
Number of non-vested shares:
Non-vested beginning of period (in shares)	727,140	727,140	730,530	712,560	712,375	712,920	712,375
Number of shares granted				151,180	152,955
Vested during period (in shares)			(17,500)	(136,600)	(152,300)
Forfeitures (in shares)			(110)		(110)
Non-vested end of period (in shares)		727,140	712,920	727,140	712,920	727,140	712,560
Total charge to operations:
Total charge to operations		$ 921,000	$ 1,178,000	$ 1,814,000	$ 2,128,000
Weighted average vesting period				2 years 7 months 6 days
Restricted stock grants | General and administrative expense
Total charge to operations:
Total compensation costs related to non-vested awards that have not yet been recognized		$ 9,079,000		$ 9,079,000		$ 9,079,000
RSU grants
Number of non-vested shares:
Non-vested beginning of period (in shares)	168,490	248,112	241,076	248,112	241,076	166,050	241,076
Number of shares granted	88,250	0	0	0	0
Vested during period (in shares)		(39,811)	(74,988)	(39,811)	(74,988)
Forfeitures (in shares)		(39,811)	(38)	(39,811)	(38)
Non-vested end of period (in shares)		168,490	166,050	168,490	166,050	168,490	248,112
Total charge to operations:
Total charge to operations		$ 246,000	$ 386,000	$ 625,000	$ 764,000
Weighted average vesting period				1 year 6 months
RSU grants | General and administrative expense
Total charge to operations:
Total compensation costs related to non-vested awards that have not yet been recognized		$ 999,000		$ 999,000		$ 999,000

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EARNINGS PER COMMON SHARE - Reconciliation (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended				6 Months Ended
	Jun. 30, 2024	Mar. 31, 2024	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2024	Jun. 30, 2023
Numerator for basic and diluted earnings per share:
Net income	$ 9,677	$ 5,380	$ 6,539	$ 5,408	$ 15,057	$ 11,947
Deduct net income loss attributable to non-controlling interests	(124)		(20)		(349)	(42)
Deduct earnings allocated to unvested restricted stock	(327)		(320)		(654)	(649)
Net income available for common stockholders: basic	9,226		6,199		14,054	11,256
Net income available for common stockholders: diluted	$ 9,226		$ 6,199		$ 14,054	$ 11,256
Denominator for basic earnings per share:
Weighted average number of common shares outstanding	20,590		20,571		20,550	20,544
Effect of diluted securities:
RSUs	93		71		82	68
Denominator for diluted earnings per share:
Weighted average number of shares	20,683		20,642		20,632	20,612
Earnings per common share, basic (in dollars per share)	$ 0.45		$ 0.30		$ 0.68	$ 0.55
Earnings per common share, diluted (in dollars per share)	$ 0.45		$ 0.30		$ 0.68	$ 0.55

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EARNINGS PER COMMON SHARE - Shares of common stock underlying RSUs (Details) - RSUs - shares	1 Months Ended	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Earnings Per Common Share
Number of underlying shares				248,112	241,076
Number of shares included in diluted weighted average number of shares pursuant to return on capital performance metric				103,326	120,519
Number of shares in diluted weighted average number of shares pursuant to stockholder return metric				42,625	37,494
Total				145,951	158,013
Common shares not included in calculation due applicable metric had not been met at measurement dates				102,161	83,063
Number of shares vested		39,811	74,988	39,811	74,988
Number of shares forfeited		39,811	38	39,811	38
Performance cycle				3 years
July 1, 2023
Earnings Per Common Share
Number of underlying shares				85,250
Number of shares included in diluted weighted average number of shares pursuant to return on capital performance metric				26,750
Number of shares in diluted weighted average number of shares pursuant to stockholder return metric				42,625
Total				69,375
Common shares not included in calculation due applicable metric had not been met at measurement dates				15,875
July 1, 2022
Earnings Per Common Share
Number of underlying shares				83,240	85,350
Number of shares included in diluted weighted average number of shares pursuant to return on capital performance metric				36,765	42,675
Total				36,765	42,675
Common shares not included in calculation due applicable metric had not been met at measurement dates				46,475	42,675
August 3, 2021
Earnings Per Common Share
Number of underlying shares				79,622	80,700
Number of shares included in diluted weighted average number of shares pursuant to return on capital performance metric				39,811	40,350
Total				39,811	40,350
Common shares not included in calculation due applicable metric had not been met at measurement dates				39,811	40,350
Number of shares vested				39,811
Number of shares forfeited				39,811
August 3, 2020
Earnings Per Common Share
Number of underlying shares					75,026
Number of shares included in diluted weighted average number of shares pursuant to return on capital performance metric					37,494
Number of shares in diluted weighted average number of shares pursuant to stockholder return metric					37,494
Total					74,988
Common shares not included in calculation due applicable metric had not been met at measurement dates					38
Number of shares vested	74,988
Number of shares forfeited	38

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FAIR VALUE MEASUREMENTS - Mortgages Payable (Details) - Mortgages payable $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2024 USD ($) Y	Dec. 31, 2023 USD ($) Y
FAIR VALUE MEASUREMENTS
Fair value of mortgages payable	$ 392,896	$ 397,031
Carrying value of mortgages payable, gross	419,765	422,565
Fair value less than carrying value	$ (26,869)	$ (25,534)
Weighted average interest rate	4.41%	4.31%
Blended market interest rate
FAIR VALUE MEASUREMENTS
Long-term debt, measurement input	0.0618	0.0593
Weighted average remaining term to maturity (years)
FAIR VALUE MEASUREMENTS
Long-term debt, measurement input | Y	6.0	5.9

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FAIR VALUE MEASUREMENTS - Fair Value of Derivatives (Details)	6 Months Ended
	Jun. 30, 2024 USD ($) item	Dec. 31, 2023 USD ($)
FAIR VALUE MEASUREMENTS
Number of mortgage loans outstanding with related interest rate swaps | item	12
Interest rate swap | Level 2
Financial assets:
Financial assets	$ 567,000	$ 824,000
Financial assets, Balance Sheet Classification	Escrow, deposits and other assets and receivables	Escrow, deposits and other assets and receivables
Interest rate swap | Cash flow hedges
FAIR VALUE MEASUREMENTS
Number of interest rate derivatives held | item	12
Notional Amount	$ 28,183,000
Weighted average maturity	1 year
Weighted average annual interest rate (as a percent)	3.86%
Financial liabilities:
Financial liabilities	$ 0	$ 0
Interest rate swap | Cash flow hedges | Minimum
FAIR VALUE MEASUREMENTS
Fixed interest rate (as a percent)	3.22%
Interest rate swap | Cash flow hedges | Maximum
FAIR VALUE MEASUREMENTS
Fixed interest rate (as a percent)	4.34%

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FAIR VALUE MEASUREMENTS - Effect of derivatives on Consolidated Statements of Income (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
FAIR VALUE MEASUREMENTS
Additional amount to be reclassified during the next twelve months			$ 477,000
Interest rate swap | Cash flow hedges
FAIR VALUE MEASUREMENTS
Amount of gain recognized on derivatives in other comprehensive income	$ 58,000	$ 488,000	241,000	$ 367,000
Amount of reclassification from Accumulated other comprehensive income into Interest expense	$ 246,000	$ 347,000	$ 518,000	$ 635,000

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FAIR VALUE MEASUREMENTS - Non-recurring (Details) - USD ($)	3 Months Ended	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2024
FAIR VALUE MEASUREMENTS
Impairment loss	$ 1,086,000	$ 1,086,000
Non-recurring | Level 3 | Health and fitness property in Real Estate in Hamilton, OH
FAIR VALUE MEASUREMENTS
Impairment loss		$ 1,086,000

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NEW ACCOUNTING PRONOUNCEMENTS (Details)	6 Months Ended
	Jun. 30, 2024 segment
NEW ACCOUNTING PRONOUNCEMENTS
Number of reportable segments	1