SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the quarterly period ended September 30, 2002
OR
[ ] Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Commission File Number 0-11083
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ONE LIBERTY PROPERTIES, INC.
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(Exact name of Registrant as specified in its charter)
MARYLAND 13-3147497
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
60 Cutter Mill Road, Great Neck, New York 11021
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(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: (516) 466-3100
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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 X No
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Indicate by check mark whether the Registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).
Yes No X
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Indicate the number of shares outstanding of each of the issuer's classes of
stock, as of the latest practicable date.
As of November 6, 2002, the Registrant had 5,621,111 shares of Common Stock and
648,058 shares of Redeemable Convertible Preferred Stock outstanding.
Part I - FINANCIAL INFORMATION
Item 1. Financial Statements
ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Amounts in Thousands, Except Per Share Data)
September 30, December 31,
2002 2001
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(Unaudited)
Assets
Real estate investments, at cost
Land $ 27,108 $ 25,939
Buildings 104,965 101,288
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132,073 127,227
Less accumulated depreciation 10,413 8,663
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121,660 118,564
Investment in unconsolidated joint ventures 10,079 6,345
Mortgages receivable-(affiliated joint venture) 6,320 -
Cash and cash equivalents 21,644 2,285
Unbilled rent receivable 2,953 2,442
Rent, interest, deposits and other receivables 1,473 1,157
Note receivable - officer 166 167
Investment in BRT Realty Trust-(related party) 384 361
Deferred financing costs 1,046 1,247
Other(including available-for-sale securities of
$90 and $249) 343 371
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Total assets $166,068 $132,939
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Liabilities and Stockholders' Equity
Liabilities:
Mortgages payable $ 74,339 $ 76,587
Accrued expenses and other liabilities 838 827
Dividends payable 2,111 1,177
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Total liabilities 77,288 78,591
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Commitments and contingencies - -
Stockholders' equity:
Redeemable convertible preferred stock,
$1 par value; $1.60 cumulative annual dividend;
2,300 shares authorized; 648 shares issued;
liquidation and redemption values of $16.50 10,693 10,693
Common stock, $1 par value; 25,000
shares authorized; 5,611 and 3,058
shares issued and outstanding 5,611 3,058
Paid-in capital 65,475 32,192
Accumulated other comprehensive income - net
unrealized gain on available-for-sale securities 295 261
Accumulated undistributed net income 6,706 8,144
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Total stockholders' equity 88,780 54,348
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Total liabilities and stockholders' equity $166,068 $132,939
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See accompanying notes to consolidated financial statements.
ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Amounts in Thousands, Except Per Share Data)
(Unaudited)
Three Months Ended Nine Months Ended
September 30, September 30,
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2002 2001 2002 2001
---- ---- ---- ----
Revenues:
Rental income $3,649 $3,732 $10,932 $11,322
Equity in earnings of unconsolidated joint ventures 287 - 760 -
Interest and other income (including $84 in 2002
from affiliated joint venture) 263 66 464 143
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4,199 3,798 12,156 11,465
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Expenses:
Depreciation and amortization 704 727 2,127 2,173
Interest - mortgages payable 1,479 1,533 4,481 4,283
Interest - line of credit 9 10 38 241
Leasehold rent - 72 24 217
General and administrative 434 284 1,208 881
Public offering expenses - - 125 -
Real estate expenses 55 41 119 130
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2,681 2,667 8,122 7,925
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Income before gain (loss) on sale 1,518 1,131 4,034 3,540
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Gain on sale of real estate - 172 - 126
Gain (loss) on sale of available-for-sale securities 10 - 18 (14)
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10 172 18 112
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Net income $1,528 $1,303 $ 4,052 $ 3,652
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Calculation of net income applicable to common stockholders:
Net income $1,528 $1,303 $ 4,052 $ 3,652
Less: dividends on preferred stock 259 259 778 778
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Net income applicable to
common stockholders $1,269 $1,044 $ 3,274 $ 2,874
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Weighted average number of common shares outstanding:
Basic 5,599 3,020 4,274 3,016
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Diluted 5,624 3,045 4,307 3,028
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Net income per common share:
Basic $ .23 $ .35 $ .77 $ .95
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Diluted $ .23 $ .34 $ .76 $ .95
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Cash distributions per share:
Common Stock $ .33 $ .30 $ .99 $ .90
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Preferred Stock $ .40 $ .40 $ 1.20 $ 1.20
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See accompanying notes to consolidated financial statements.
ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
For the nine month period ended September 30,
2002 (unaudited) and the year ended
December 31, 2001
(Amounts in Thousands)
Accumulated
Other Accumulated
Preferred Common Paid-in Comprehensive Undistributed
Stock Stock Capital Income Net Income Total
----- ----- ------- ------ ---------- -----
Balances, January 1, 2001 $10,693 $ 3,010 $31,650 $ 76 $ 7,947 $53,376
Distributions -
common stock - - - - (3,632) (3,632)
Distributions -
preferred stock - - - - (1,037) (1,037)
Exercise of options - 33 368 - - 401
Shares issued through
dividend reinvestment plan - 15 174 - - 189
Net income - - - - 4,866 4,866
Other comprehensive income-
net unrealized gain on
available-for-sale securities - - - 185 - 185
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Comprehensive income - - - - - 5,051
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Balances, December 31, 2001 10,693 3,058 32,192 261 8,144 54,348
Distributions -
common stock - - - - (4,712) (4,712)
Distributions -
preferred stock - - - - (778) (778)
Exercise of options - 38 462 - - 500
Shares issued through public offering - 2,500 32,621 - - 35,121
Shares issued through
dividend reinvestment plan - 15 200 - - 215
Net income - - - - 4,052 4,052
Other comprehensive income-
net unrealized gain on
available-for-sale securities - - - 34 - 34
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Comprehensive income - - - - - 4,086
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Balances, September 30, 2002 $10,693 $ 5,611 $65,475 $ 295 $ 6,706 $88,780
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See accompanying notes to consolidated financial statements.
ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in Thousands)
(Unaudited)
Nine Months Ended
September 30,
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2002 2001
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Cash flows from operating activities:
Net income $ 4,052 $ 3,652
Adjustments to reconcile net income
to net cash provided by operating activities:
Gain on sale of real estate - (126)
(Gain) loss on sale of available-for-sale securities (18) 14
Increase in rental income from straight-lining of rent (511) (624)
Equity in earnings of unconsolidated joint ventures (760) -
Distributions from unconsolidated joint ventures 822 -
Payments to minority interest by subsidiary (14) (16)
Depreciation and amortization 2,127 2,173
Changes in assets and liabilities:
Increase in rent, interest, deposits and other receivables (445) (67)
Increase in accrued expenses and other liabilities 25 59
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Net cash provided by operating activities 5,278 5,065
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Cash flows from investing activities:
Additions to real estate (5,842) (17)
Investment in unconsolidated joint ventures, net (6,127) -
Sale of portion of interest in unconsolidated joint venture 3,150 -
Net proceeds from sale of real estate - 749
Investment in mortgages receivable-affiliated joint venture (6,340) -
Collection of mortgages receivable-affiliated joint venture 20 -
Net proceeds from sale of available-for-sale securities 344 185
Purchase of available-for-sale securities (157) (132)
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Net cash (used in) provided by investing activities (14,952) 785
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Cash flows from financing activities:
Proceeds from mortgages payable - 13,600
Repayment of mortgages payable (2,248) (832)
Payment of financing costs - (408)
(Increase) decrease in line of credit borrowings, net - (10,000)
Net proceeds from issuance of shares through public offering 35,121 -
Cash distributions - common stock (3,777) (1,808)
Cash distributions - preferred stock (778) (519)
Exercise of stock options 500 -
Issuance of shares through dividend reinvestment plan 215 124
Note receivable - officer - 73
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Net cash provided by financing activities 29,033 230
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Net increase in cash and cash equivalents 19,359 6,080
Cash and cash equivalents at beginning of period 2,285 2,069
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Cash and cash equivalents at end of period $ 21,644 $ 8,149
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Supplemental disclosures of cash flow information:
Cash paid during the period for interest expense $ 4,535 $ 4,551
Supplemental schedule of non-cash investing activities:
Contribution of real property to unconsolidated joint venture $ 819 $ -
See accompanying notes to consolidated financial statements.
One Liberty Properties, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Note 1 - Basis of Preparation
The accompanying interim unaudited consolidated financial statements as of
September 30, 2002 and for the nine and three months ended September 30, 2002
and 2001 reflect all normal recurring adjustments which are, in the opinion of
management, necessary for a fair presentation of the results for such interim
periods. The results of operations for the nine and three months ended September
30, 2002 are not necessarily indicative of the results for the full year.
The preparation of the financial statements in conformity with accounting
principles generally accepted in the United States 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 of One Liberty
Properties, Inc., its wholly-owned subsidiaries and a majority-owned limited
liability company. Material intercompany balances and transactions have been
eliminated. The Company's investments in less than majority owned joint ventures
have been accounted for using the equity method. One Liberty Properties, Inc.,
its subsidiaries and the limited liability company are hereinafter referred to
as the "Company".
Certain amounts reported in previous consolidated financial statements have been
reclassified in the accompanying consolidated financial statements to conform to
the current year's presentation.
These statements should be read in conjunction with the consolidated financial
statements and related notes which are included in the Company's Annual Report
on Form 10-K for the year ended December 31, 2001.
Note 2 - Earnings Per Common Share
For the nine and three months ended September 30, 2002 and 2001 basic earnings
per share was determined by dividing net income applicable to common
stockholders for the period by the weighted average number of shares of Common
Stock outstanding during each period.
Diluted earnings per share reflects the potential dilution that could occur if
securities or other contracts to issue Common Stock were exercised or converted
into Common Stock or resulted in the issuance of Common Stock that then shared
in the earnings of the Company. For the nine and three month periods ended
September 30, 2002 and 2001 diluted earnings per share was determined by
dividing net income applicable to common stockholders for the period by the
total of the weighted average number of shares of Common Stock outstanding plus
the dilutive effect of the Company's outstanding options (32,618 and 24,380 for
the nine and three months ended September 30, 2002 and 12,627 and 24,656 for the
nine and three months ended September 30, 2001 respectively) using the treasury
stock method. The Preferred Stock was not considered for the purpose of
computing diluted earnings per share because their assumed conversion is
antidilutive.
Note 3 - Preferred and Common Stock Dividend Distributions
On September 9, 2002 the Board of Directors declared quarterly cash
distributions of $.33 and $.40 per share on the Company's common and preferred
stock, respectively, which was paid on October 1, 2002 to stockholders of record
on September 23, 2002.
One Liberty Properties, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(Continued)
Note 4 - Public Offering
On May 30, 2002, the Company sold 2,500,000 shares of common stock at $15.25 per
share in a follow-on public offering. The net proceeds of approximately $35
million were used to repay the $6 million outstanding under the Company's line
of credit and to repay $1.3 million of outstanding indebtedness on two mortgage
loans that were maturing during 2002.
Note 5-Investment in Unconsolidated Joint Ventures-Movie Theater Joint Ventures
In November 2001, the Company entered into a joint venture with Greenwood
Properties, Corp., an affiliate of the real estate equity group of Deutsche Bank
AG, for the general purpose of acquiring, owning and financing megaplex movie
theater properties. The Company invested approximately $6.3 million for a 50%
participation in the joint venture, which acquired a megaplex stadium-style
movie theater. In April 2002, the Company sold one-half of its 50% interest in
this joint venture to MTC Investors LLC, an unrelated entity, at a price which
approximated our carrying amount. In April, May and August of 2002, the joint
venture acquired four additional megaplex movie theaters for a total
consideration of approximately $45 million, of which the Company's share was 25%
or approximately $11.25 million. Venturers holding at least 75% of the aggregate
membership interests in this joint venture must approve all material decisions,
except property acquisitions which require unanimous approval.
On July 31, 2002, the joint venture closed on a $28.9 million mortgage loan,
which is secured by first mortgage liens on the first four megaplex
stadium-style movie theaters acquired by the joint venture. The mortgage loan,
which matures July 1, 2012, bears interest at 8.06% per annum. The mortgage loan
calls for monthly principal and interest payments of $242,811 and will require
approximately $20 million at maturity. The joint venture distributed $7.2
million to the Company from the mortgage proceeds. The Company's investment in
this movie theater joint venture, which is accounted for on the equity method,
was approximately $7,278,000 and $6,345,000 at September 30, 2002 and December
31, 2001, respectively.
During July 2002, the Company contributed $1.7 million to another joint venture
with MTC Investors LLC, an unrelated entity, for the general purpose of
acquiring, owning and financing movie theater properties. The Company has a 50%
participation in the joint venture which purchased one partial stadium-style
movie theater for a total purchase price of $9.7 million in August 2002.
Simultaneous with the purchase, the Company acquired three mortgages secured by
the movie theater property with remaining principal balances at September 30,
2002 totaling $6.3 million. At September 30, 2002, mortgages with balances of
$4,857,000, $977,000 and $486,000 were outstanding, bearing interest at 9.5%,
10.25% and prime plus 1.25% (6%), respectively, and maturing October 2004, April
2005 and April 2005, respectively. The Company's investment in this movie
theater joint venture, which is accounted for on the equity method, was
approximately $1,715,000 at September 30, 2002. Approval of both members of this
joint venture is needed for all material decisions including property
acquisitions.
One Liberty Properties, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(Continued)
Note 5 - Movie Theater Unconsolidated Joint Ventures (Continued)
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The following table presents unaudited condensed balance sheets and operating
data for the joint venture entered into during November 2001:
Condensed Balance Sheet Data September 30, 2002 December 31, 2001
- ---------------------------- ------------------ -----------------
Cash and cash equivalents $ 525,632 $ 172,408
Real estate investments, net 57,019,607 12,494,935
Other assets (A) 720,958 7,676
Total assets 58,266,197 12,675,019
Mortgage loan payable 28,851,300 -
Other liabilities 261,294 39,195
Total liabilities 29,112,594 39,195
Total equity 29,153,603 12,635,824
Three Months Ended Nine Months Ended
Condensed Operating Data September 30, 2002(B) September 30, 2002(B)
- ------------------------ --------------------- ---------------------
Rental income $1,635,658 $3,055,447
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Total revenue 1,635,658 3,055,547
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Depreciation and amortization 274,277 509,264
Mortgage interest 394,277 394,277
Professional fees and other (C) 88,231 102,122
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Total expenses 756,785 1,005,663
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Net income attributable to members $ 878,873 $2,049,884
========== ==========
Company's share of net income $ 199,000 $ 612,000
========== ==========
(A) Includes unbilled rent receivable of $173,477 and $7,676 at September
30, 2002 and December 31, 2001, respectively. It also includes $544,000
of deferred mortgage costs at September 30, 2002.
(B) The joint venture was formed in November 2001, therefore there is no
comparative data for the three and nine months ended September 30,
2001.
(C) Includes $75,000 paid to the Company which is incorporated in the
accompanying Consolidated Statements of Income.
One Liberty Properties, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(Continued)
Note 6 - Comprehensive Income
Statement No. 130 establishes standards for reporting comprehensive income and
its components in a full set of general-purpose financial statements and
requires that all components of comprehensive income be reported in a financial
statement that is displayed with the same prominence as other financial
statements. During the nine months ended September 30, 2002 and 2001,
accumulated other comprehensive income, which is solely composed of the net
unrealized gain on available-for-sale securities, increased $34,000 to $295,000
and $117,000 to $193,000, respectively. During the three months ended September
30, 2002 and 2001, comprehensive income decreased $45,000 to $295,000 and
$27,000 to $193,000, respectively.
Note 7 - Accounting for Long-Lived Assets
The Financial Accounting Standards Board issued Statement No. 144 "Accounting
for the Impairment of Long-Lived Assets" which supersedes FASB Statement No.
121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to be Disposed of"; however, Statement No. 144 retains the fundamental
provisions of Statement No. 121 related to the recognition and measurement of
the impairment of long-lived assets to be "held and used". In addition,
Statement No. 144 provides more guidance on estimating cash flows when
performing a recoverability test, requires that a long-lived asset or asset
group to be disposed of other than by sale (e.g. abandoned) be classified as
"held and used" until it is disposed of, and establishes more restrictive
criteria to classify an asset or asset group as "held for sale". The Company
adopted SFAS 144 on January 1, 2002 and there was no material effect on the
earnings or the financial position of the Company.
Note 8 - New Accounting Pronouncement
The Financial Accounting Standard Board issued Statement No. 145, which
rescinded Statement No. 4, "Reporting Gains and Losses from Extinguishment of
Debt." The Company adopted SFAS 145 on May 15, 2002 and there was no effect on
the earnings or the financial position of the Company.
Item 2. Management's Discussion And Analysis Of Financial Condition And
Results Of Operations
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Forward-Looking Statements
With the exception of historical information, this report on Form 10-Q contains
certain forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933. 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", "believe", "expect", "intend", "anticipate", "estimate",
"project", or similar expressions or variations thereof. Forward-looking
statements should not be relied on since they involve known and unknown risks,
uncertainties and other factors which are, in some cases, beyond our control and
which could materially affect actual results, performance or achievements.
Investors are cautioned not to place undue reliance on any forward-looking
statements.
General
We are a self-administered REIT and we primarily own real estate that we net
lease to tenants. We own 34 properties and we are a member of three joint
ventures that own a total of seven properties. These 41 properties are located
in 15 states.
We have elected to be taxed as a REIT under the Internal Revenue Code. To
qualify as a REIT, we must meet a number of organizational and operational
requirements, including a requirement that we currently distribute at least
90% of ordinary taxable income to our stockholders. We intend to
comply with these requirements and to maintain our REIT status.
Our principal business strategy is to acquire improved, free standing,
commercial properties subject to long-term net leases. We acquire properties for
their value as long-term investments and for their ability to generate income
over an extended period of time. We borrow funds on a secured and unsecured
basis to finance the purchase of real estate and we intend to continue to do so
in the future.
Our rental properties are generally leased to corporate tenants under
operating leases substantially all of which are noncancellable. Substantially
all of our lease agreements are net lease arrangements that require the tenant
to pay not only rent but also substantially all the operating expenses of the
leased property, including maintenance, taxes, utilities and insurance. A
majority of our lease agreements provide for periodic rental increases; certain
of our other leases provide for increases based on the consumer price index.
In November 2001, we entered into a joint venture with an affiliate of Deutsche
Bank AG, which acquired a megaplex stadium-style movie theater. We invested
approximately $6.3 million for our 50% participation in the joint venture. In
April 2002, we sold one-half of our 50% interest in this joint venture to MTC
Investors LLC. This joint venture acquired three additional megaplex
stadium-style movie theaters during April and May 2002 for a total consideration
of approximately $36 million. During July 2002, mortgage financing of $28.9
million was completed on the four theaters then owned by the joint venture. The
joint venture acquired an additional megaplex stadium-style movie theater in
August 2002 for a consideration of $9 million. Venturers holding at least 75% of
the aggregate membership interest in this joint venture must approve all
material decisions, except for property acquisitions which require unanimous
approval. Under the joint venture operating agreement, we will receive an
acquisition fee from the joint venture equal to 0.5% of the purchase price of
each property acquired by the joint venture, other than the property acquired in
November 2001. In addition, Majestic Property Management Corp., a company owned
and controlled by our chairman of the board and certain of our officers, but in
which we have no ownership interest, will receive a management fee equal to 1%
of all rents received by the joint venture from single-tenant properties and a
management fee equal to 3% of all rents received by the joint venture from
multi-tenant properties. Majestic will receive leasing and mortgage brokerage
fees at any property acquired by the joint venture at a rate equal to 80% of the
then market rate. Majestic will also receive a construction supervision fee
equal to 8% of the cost of any capital improvements or repairs to the property
and a sales commission equal to 1% of the sales price of any properties that are
sold.
In May 2002, the Company received net proceeds of approximately $35 million from
the sale of 2,500,000 shares in a public offering.
In July 2002, we entered into a joint venture with MTC Investors LLC which
acquired an eight screen partial stadium-style movie theater during August 2002.
We invested approximately $1.7 million for our 50% participation in the joint
venture. As part of the transaction, we acquired from a bank the existing
mortgages encumbering this property in the principal amount of approximately
$6.3 million.
In February 2002, we contributed our leasehold interest in an industrial
property in Miami, Florida to a joint venture with the owners of the fee estate
in that property in exchange for an approximately 36% interest in the joint
venture.
In September 2002, we purchased a retail property for a consideration of
approximately $5.8 million. The property is net leased to three national
retailers.
At September 30, 2002, we had 21 outstanding mortgages payable, aggregating
$74.3 million in principal amount, all of which are secured by first liens on
individual real estate investments with an aggregate carrying value of
approximately $114 million before accumulated depreciation. The mortgages bear
interest at fixed rates ranging from 6.9% to 8.8%, and mature between 2003 and
2017.
Results of Operations
Comparison of Nine and Three Months Ended September 30, 2002 and 2001
- ----------------------------------------------------------------------
Revenues
Our revenues consist primarily of rental income from tenants in our rental
properties. In the latter part of 2001 we expanded our focus by organizing a
joint venture to acquire and own megaplex stadium-style movie theaters net
leased to the operator. In 2002 we organized an additional joint venture to
acquire a partial stadium-style movie theater. We intend to acquire additional
megaplex stadium-style movie theaters in joint ventures and may utilize joint
ventures to acquire additional properties. Approximately 89.9% and 86.9%,
respectively, of our revenues for the nine and three months ended September 30,
2002 consists of rental income from tenants in our rental properties and 6.3%
and 6.8%, respectively, of our revenues represents equity in the earnings of
joint ventures, principally the movie theater joint ventures. There was no joint
venture related revenues in the nine and three months ended September 30, 2001.
Total revenues for the nine and three months ended September 30, 2002 increased
by $691,000, or 6%, from $11.5 million to $12.2 million, and by $401,000, or
10.6%, to $4.2 million from $3.8 million for the nine and three months ended
September 30, 2001, respectively. Total revenues for the nine and three months
ended September 30, 2002 include $663,000 and $250,000, respectively,
representing our equity share of the earnings of our movie theater ventures and
$97,000 and $37,000, respectively, representing our equity share of the earnings
of a joint venture that owns an industrial building in Miami, Florida.
The increase in our revenues, resulting primarily from our participation in the
movie theater joint ventures, was offset in part by a decrease in rental income
from our rental properties. Rental income decreased by $390,000, or 3.4%, to
$10.9 million for the nine months ended September 30, 2002 from $11.3 million
for the nine months ended September 30, 2001. For the three months ended
September 30, 2002, rental income decreased $83,000, or 2.2%, to $3.6 million
from $3.7 million for the three months ended September 30, 2001. The rental
income decline includes $283,000 and $106,000 for the nine and three months
ended September 30, 2002, primarily because rental income from an industrial
property in Miami, Florida, the leasehold interest of which was contributed by
us to a joint venture in February 2002, was not included in rental income for
the entire nine and three month periods ended September 30, 2002. Our share of
net earnings from this property, now owned by a joint venture in which we own an
approximately 36% interest, is reflected in "Equity in earnings of
unconsolidated joint ventures" from February 2002. Rental income also decreased
by $166,000 and $21,000 in the nine and three months ended September 30, 2002 as
a result of the sale of two retail properties and the vacancy of two retail
properties during such periods. This decline in rental income was partially
offset by rent increases at three of our properties and from rental income
earned on a property acquired during September 2002.
Interest and other income increased by $321,000 and $197,000 to $464,000 and
$263,000 for the nine and three months ended September 30, 2002 from $143,000
and $66,000 for the nine and three months ended September 30, 2001. This
increase was substantially due to net acquisition fees received from our movie
theater joint ventures totaling $191,000 and $58,000 for the nine and three
months ended September 30, 2002, respectively. The net acquisition fees,
calculated pursuant to our joint venture agreements at 0.5% of the purchase
price of five properties acquired during April, May and August 2002, reflects a
reduction based on our proportionate share of ownership in the joint ventures.
The increase in interest and other income also results from $84,000 of interest
earned on three mortgages totaling approximately $6.3 million which we acquired
during August 2002 in connection with the acquisition by one of our joint
ventures of an eight screen partial stadium-style theater. We are a 50% member
of that joint venture. To a lesser extent, this increase is also due to the
investment in cash equivalents and Treasury bills of the balance of the net
proceeds received from the public offering which was funded to the Company on
May 30, 2002.
Expenses
Depreciation and amortization expense decreased by $46,000, or 2.1% and $23,000,
or 3.2% to $2,127,000 and $704,000 for the nine and three months ended September
30, 2002 from $2,173,000 and $727,000 for the nine and three months ended
September 30, 2001. The change was relatively insignificant because our mix of
properties was substantially the same during the two comparative periods.
Interest-mortgages payable increased by $198,000, or 4.6%, to $4.5 million for
the nine months ended September 30, 2002 from $4.3 million for the nine months
ended September 30, 2001. This increase resulted from mortgages placed on two
properties during March and April 2001, and was slightly offset by a decrease in
interest expense resulting from the payoff of two mortgage loans (totaling $1.3
million) during June 2002. The payoff of the two loans is the primary reason for
the $54,000 or 3.5% decrease in interest-mortgages payable from $1,533,000 to
$1,479,000 for the three months ended September 30, 2002 as compared to the
three months ended September 30, 2001.
Interest-line of credit decreased by $203,000 and $1,000, or 84.2% and 10%, to
$38,000 and $9,000 for the nine and three months ended September 30, 2002 from
$241,000 and $10,000 for the nine and three months ended September 30, 2001.
This decrease resulted from our repayment of all of the outstanding indebtedness
under our line of credit during 2001. We borrowed $6 million under our line of
credit during May 2002, which was used for our contribution to one of our joint
ventures for the purchase of two theaters which we repaid with a portion of the
proceeds received from the public offering.
Leasehold rent expense decreased by $193,000 and $72,000, or 88.9% and 100% to
$24,000 and zero for the nine and three months ended September 30, 2002 from
$217,000 and $72,000 for the nine and three months ended September 30, 2001.
This rent expense was payable on the leasehold interest position that we
contributed during February 2002 to a joint venture in which we hold an
approximately 36% interest. Therefore, effective February 2002, we no longer
paid leasehold rent.
General and administrative expenses increased $327,000 and $150,000, or 37.1%
and 52.8%, to $1,208,000 and $434,000 for the nine and three months ended
September 30, 2002 from $881,000 and $284,000 for the nine and three months
ended September 30, 2001. This increase was primarily due to increases in
payroll and fees, including approximately $115,000 and $42,000 for the current
nine and three months of payroll and related expenses of executive and support
personnel, primarily for legal and accounting services, allocated to us pursuant
to a Shared Services Agreement between us and related entities. The increase in
the allocated payroll expenses resulted from an increase in our level of
business activity, primarily property acquisition activity. The increase in
payroll expenses is also due to compensation and fees approved by our
compensation committee and board of directors and recorded during the nine and
three months ended September 30, 2002 (and will continue to be recorded during
future quarters): an increase of $50,000 ($12,500 per quarter) in the base
salary and a bonus of $50,000 ($12,500 per quarter) to our president and chief
executive officer and a fee of $50,000 per annum ($12,500 per quarter) to the
chairman of our board of directors. The balance of the increase in general and
administrative expenses is due to a number of items including professional fees
and promotional, advertising and public relations expenses, a major portion of
which is related to our property acquisition activities. These increases were
offset in part by the receipt by us of $75,000 from one of our movie theater
joint ventures which was for partial reimbursement of legal services allocated
to us under the Shared Services Agreement, relating to the movie theater
acquisitions and mortgage financing.
On May 30, 2002, we sold 2.5 million shares of Common Stock in a follow-on
public offering. Allocated payroll and payroll related expenses, primarily for
legal and accounting services resulting from time expended by various executive
and administrative personnel in connection with the preparation and filing of a
Registration Statement on Form S-2, declared effective by the SEC on May 24,
2002 have been included in the line item "Public Offering Expenses" for the nine
months ended September 30, 2002, all of which are nonrecurring.
Real estate expenses decreased by $11,000, or 8.5%, to $119,000 for the nine
months ended September 30, 2002 from $130,000 for the nine months ended
September 30, 2001. This decrease was primarily due to the write off of a
leasing commission and non-recurring landlord repairs during the first half of
2001. The $14,000 or 34.1% increase to $55,000 for the three months ended
September 30, 2002 from $41,000 for the three months ended September 30, 2001
primarily results from an increase in property insurance and various
non-recurring landlord work.
Liquidity and Capital Resources
We had cash and cash equivalents of $21.6 million at September 30, 2002. Our
primary sources of liquidity are cash and cash equivalents, our revolving credit
facility and cash generated from operating activities, including mortgage
financings. We maintain a $15 million revolving credit facility with Citibank
N.A. The facility is available to us to pay down existing mortgages or to fund
the acquisition of additional properties. The facility matures on March 24,
2003. Borrowings under the facility bear interest at the bank's prime rate,
currently 4.75%, and there is an unused facility fee of one-quarter of 1% per
annum. Net proceeds received from the sale or refinancing of properties are
required to be used to repay amounts outstanding under the facility if proceeds
from the facility were used to purchase or refinance the property. The facility
is guaranteed by all of our subsidiaries that own unencumbered properties and is
secured by the outstanding stock of all of our subsidiaries. At September 30,
2002 we had no indebtedness outstanding under the facility. We are currently
negotiating for an increased credit facility.
On May 30, 2002, we sold 2.5 million shares of Common Stock at $15.25 per share
in a follow-on public offering. The net proceeds of approximately $35 million
(after underwriting commissions and expenses of the offering) were used to repay
the $6 million outstanding under the line of credit and outstanding indebtedness
under two mortgage loans related to two of our properties totaling $1.3 million
that were maturing during the year. In addition, during the quarter ended
September 30, 2002, we purchased a retail property for $5.8 million and
purchased two additional movie theaters through our joint ventures, of which our
share was $3.9 million. In connection with the acquisition of one of the movie
theaters, we acquired three mortgages totaling approximately $6.3 million. The
balance of the net proceeds will be used for working capital, general corporate
purposes and for other property acquisitions. At September 30, 2002 a
substantial portion of the net proceeds was invested in cash equivalents and
Treasury bills.
We, on our own behalf and on behalf of our megaplex theater joint ventures, are
involved in various stages of negotiation, due diligence and documentation with
respect to the acquisition of additional net leased properties. The existing
movie theater joint ventures will only acquire movie theater properties. We will
use the balance of the proceeds of the offering (presently invested in cash
equivalents and Treasury bills), cash provided from operations and our credit
facility to fund acquisitions. We and the joint ventures seek and will continue
to seek mortgage financing secured by properties owned and to be acquired. In
July 2002, one of the joint ventures closed on a first mortgage loan of $28.9
million secured by four megaplex stadium-style movie theater properties
previously acquired by it. We received approximately $7.2 million from this
financing, which will be used to acquire additional properties.
The following sets forth our contractual cash obligations as of September 30,
2002, all of which relate to scheduled principal and interest payments and
balances due at maturity under outstanding mortgages secured by our properties,
for the periods indicated:
Principal Balances Due
Total and Interest at Maturity
----- ------------ -----------
Due within 1 year $ 15,309,000 $ 6,502,000 $ 8,807,000
Due 1 to 3 years 22,945,000 11,806,000 11,139,000
Due 4 to 5 years 16,964,000 9,252,000 7,712,000
Due after 5 years 52,692,000 18,033,000 34,659,000
As of September 30, 2002, we had outstanding approximately $74.3 million in
long-term mortgage indebtedness, all of which is non-recourse (subject to
standard carve-outs). We expect that debt service payments of approximately
$18.3 million due in the next three years will be paid primarily from cash
generated from our operations. We anticipate that loan maturities of
approximately $19.9 million due in the next three years will be paid primarily
from mortgage financings or refinancings. If we are not successful in
refinancing our existing indebtedness or financing our unencumbered properties,
our cash flow and available cash, if any, will not be sufficient to repay all
maturing debt when payments become due, and we may be forced to sell additional
equity or dispose of properties on disadvantageous terms.
We had no outstanding contingent commitments, such as guarantees of
indebtedness, or any other contractual cash obligations at September 30, 2002.
Since completion of the public offering on May 30, 2002, we have expanded our
investment activities independently and through our movie theater joint
ventures. In the ordinary course of our business we are involved in varying
levels of discussions, negotiation, due diligence and documentation with respect
to the acquisition of additional properties. After our use of the public
offering funds, continuation of our expansion program will depend on our ability
to obtain a significant amount of additional capital, either through increased
debt or additional equity or through increased reliance on joint ventures with
third parties.
Cash Distribution Policy
We have elected to be taxed as a REIT under the Internal Revenue Code since our
taxable year ended December 31, 1983. To qualify as a REIT, we must meet a
number of organizational and operational requirements, including a requirement
that we distribute currently at least 90% of our ordinary taxable income to our
stockholders. It is our current intention to comply with these requirements and
maintain our REIT status. As a REIT, we generally will not be subject to
corporate federal, state or local income taxes on taxable income we distribute
currently (in accordance with the Internal Revenue Code and applicable
regulations) to our stockholders. If we fail to qualify as a REIT in any taxable
year, we will be subject to federal, state and local income taxes at regular
corporate rates and may not be able to qualify as a REIT for four subsequent tax
years. Even if we qualify for federal taxation as a REIT, we may be subject to
certain state and local taxes on our income and to federal income and excise
taxes on our undistributed taxable income, i.e., taxable income not distributed
in the amounts and in the time frames prescribed by the Internal Revenue Code
and applicable regulations thereunder.
It is our intention to pay to our stockholders within the time periods
prescribed by the Internal Revenue Code no less that 90%, and, if possible, 100%
of our annual taxable income, including gains from the sale of real estate and
recognized gains on sale of securities. It will continue to be our policy to
make sufficient cash distributions to stockholders in order for us to maintain
our REIT status under the Internal Revenue Code.
Item 3. - Quantitative and Qualitative Disclosures About Market Risks
All of our long-term debt bears interest at fixed rates, and therefore the fair
value of these instruments is affected by changes in the market interest rates.
The following table presents scheduled principal repayments based upon maturity
dates of the debt obligations and the related weighted-average interest rates by
expected maturity dates for the fixed rate debt.
Scheduled
Principal
Year Ending Repayments Average
September 30, (In Thousands) Interest Rate
- ------------- ------------ -------------
2003 $ 9,939 7.87%
2004 4,084 7.94
2005 9,393 7.96
2006 8,769 7.97
2007 1,051 7.92
Thereafter 41,103 7.98
--------
Total $ 74,339 7.96
========
Fair Value $ 75,830 7.50%
========
Part II - Other Information
Item 4. - Controls and Procedures
The Company's president and chief executive officer and senior vice
president and chief financial officer have participated in the design
and implementation of the Company's disclosure controls and
procedures and have evaluated the Company's disclosure controls and
procedures as of a date within 90 days of the filing date of this
quarterly report on Form 10-Q. Based on their evaluation they have
concluded that the controls and procedures are effective.
There have been no significant changes in the Company's internal
controls or in other factors that could significantly affect internal
controls subsequent to the date the Company carried out its last
evaluation.
Item 6. - Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit 99.1 Certification of President and Chief Executive Officer
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Exhibit 99.2 Certification of Senior Vice President and Chief
Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002.
(b) Reports on Form 8-K
A Form 8-K was filed on August 14, 2002. The Form 8-K included as
exhibits certificates of the President and Chief Executive Officer
and Senior Vice President and Chief Financial Officer pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
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)
November 13, 2002 /s/ Jeffrey Fishman
- ----------------- ------------------------------------
Date Jeffrey Fishman
President and Chief Executive Officer
November 13, 2002 /s/ David W. Kalish
- ----------------- -------------------------
Date David W. Kalish
Senior Vice President and
Chief Financial Officer
CERTIFICATION
I, Jeffrey Fishman, President and Chief Executive Officer of One
Liberty Properties, Inc. certify that:
1. I have reviewed this Quarterly Report on Form 10-Q for the quarterly
period ended September 30, 2002 of One Liberty Properties, Inc.
2. Based on my knowledge, this Quarterly 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 quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly 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 quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rule 13a-14 and 15d-14) for the registrant and
we have:
a) designed such disclosure controls and procedures 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 quarterly report is being
prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (or persons
performing the equivalent functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.
Date: November 13, 2002 /s/ Jeffrey Fishman
-------------------------------------
Jeffrey Fishman
President and Chief Executive Officer
CERTIFICATION
I, David W. Kalish, Senior Vice President and Chief Financial Officer of One
Liberty Properties, Inc. certify that:
1. I have reviewed this Quarterly Report on Form 10-Q for the quarterly
period ended September 30, 2002 of One Liberty Properties, Inc.
2. Based on my knowledge, this Quarterly 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 quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly 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 quarterly 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 Rule 13a-14 and 15d-14) for the registrant and
we have:
a) designed such disclosure controls and procedures 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 quarterly report
is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effective-
ness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (or persons
performing the equivalent functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.
Date: November 13, 2002
/s/ David W. Kalish
------------------------
David W. Kalish
Senior Vice President
and Chief Financial Officer
EXHIBIT 99.1
CERTIFICATION OF PRESIDENT AND CHIEF EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350
(SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002)
The undersigned, Jeffrey Fishman, President and Chief Executive Officer of One
Liberty Properties, Inc., (the "Registrant"), does hereby certify, pursuant to
18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, that, to the best of my knowledge, based upon a review of the
Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2002
of 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: November 13, 2002 /s/ Jeffrey Fishman
------------------------------------
Jeffrey Fishman
President and Chief Executive Officer
EXHIBIT 99.2
CERTIFICATION OF SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350
(SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002)
The undersigned, David W. Kalish, Senior Vice President and Chief Financial
Officer of One Liberty Properties, Inc. (the "Registrant"), does hereby certify,
pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that, to the best of my knowledge, based upon a
review of the Quarterly Report on Form 10-Q for the quarterly period ended
September 30, 2002 of 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: November 13, 2002 /s/ David W. Kalish
--------------------------------
David W. Kalish
Senior Vice President
and Chief Financial Officer