UNITED STATES
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 June 30, 2003
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 August 6, 2003, the Registrant had 5,730,680 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)
June 30, December 31,
2003 2002
---- ----
(Unaudited)
Assets
Real estate investments, at cost
Land $ 32,050 $ 30,847
Buildings and improvements 127,463 120,447
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159,513 151,294
Less accumulated depreciation 12,333 10,857
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147,180 140,437
Investment in unconsolidated joint ventures 16,630 23,453
Mortgages receivable-(including $6,260 from
an affiliated joint venture in 2002) - 6,516
Cash and cash equivalents 4,969 2,624
Unbilled rent receivable 3,839 3,207
Rent, interest, deposits and other receivables 3,326 1,471
Note receivable - officer 162 166
Investment in BRT Realty Trust-(related party) 478 398
Deferred financing costs 1,634 1,072
Other (including available-for-sale securities of
$124 and $94) 687 265
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Total assets $178,905 $179,609
======== ========
Liabilities and Stockholders' Equity
Liabilities:
Mortgages payable $ 82,642 $ 77,367
Line of credit 3,000 10,000
Dividends payable 2,136 2,116
Accrued expenses and other liabilities 1,510 1,432
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Total liabilities 89,288 90,915
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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; 5,687 and 5,626 shares
issued and outstanding 5,687 5,626
Paid-in capital 66,465 65,646
Accumulated other comprehensive income - net
unrealized gain on available-for-sale securities 411 312
Accumulated undistributed net income 6,361 6,417
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Total stockholders' equity 89,617 88,694
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Total liabilities and stockholders' equity $178,905 $179,609
======== ========
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 Six Months Ended
June 30, June 30,
------------------- ------------------
2003 2002 2003 2002
---- ---- ---- ----
Revenues:
Rental income $ 4,513 $ 3,631 $ 8,990 $ 7,283
Interest and other income (including $49 and
$194 in 2003 from an affiliated joint venture) 70 183 236 201
------- ------- ------- -------
4,583 3,814 9,226 7,484
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Expenses:
Depreciation and amortization 782 639 1,553 1,282
Interest - mortgages payable 1,593 1,561 3,172 3,122
Interest - line of credit 97 19 210 50
Leasehold rent - - - 24
General and administrative 525 413 1,065 774
Public offering expenses - 105 - 125
Real estate expenses 180 31 276 64
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3,177 2,768 6,276 5,441
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Earnings before equity in earnings of unconsolidated
joint ventures and gain on sale 1,406 1,046 2,950 2,043
Equity in earnings of unconsolidated joint ventures 588 275 1,243 473
Gain on sale of real estate 14 - 14 -
Gain on sale of available-for-sale securities - 6 - 8
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Net income $ 2,008 $ 1,327 $ 4,207 $ 2,524
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Calculation of net income applicable to common stockholders:
Net income $ 2,008 $ 1,327 $ 4,207 $ 2,524
Less: dividends on preferred stock 259 259 518 518
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Net income applicable to
common stockholders $ 1,749 $ 1,068 $ 3,689 $ 2,006
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Weighted average number of common shares outstanding:
Basic 5,683 4,129 5,660 3,600
===== ===== ===== =====
Diluted 5,715 4,168 5,691 3,637
===== ===== ===== =====
Net income per common share:
Basic $ .31 $ .26 $ .65 $ .56
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Diluted $ .31 $ .26 $ .65 $ .55
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Cash distributions per share:
Common Stock $ .33 $ .33 $ .66 $ .66
====== ======= ======= =======
Preferred Stock $ .40 $ .40 $ .80 $ .80
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See accompanying notes to consolidated financial statements.
ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
For the six month period ended June 30, 2003 (unaudited)
and the year ended December 31, 2002
(Amounts in Thousands)
Accumulated
Other Accumulated
Preferred Common Paid-in Comprehensive Undistributed
Stock Stock Capital Income Net Income Total
----- ----- ------- ------ ---------- -----
Balances, January 1, 2002 $10,693 $ 3,058 $32,192 $ 261 $ 8,144 $54,348
Distributions -
common stock - - - - (6,570) (6,570)
Distributions -
preferred stock - - - - (1,037) (1,037)
Exercise of options - 48 562 - - 610
Shares issued through
public offering - 2,500 32,621 - - 35,121
Shares issued through
dividend reinvestment plan - 20 271 - - 291
Net income - - - - 5,880 5,880
Other comprehensive income-
net unrealized gain on
available-for-sale securities - - - 51 - 51
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Comprehensive income - - - - - 5,931
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Balances, December 31, 2002 10,693 5,626 65,646 312 6,417 88,694
Distributions -
common stock - - - - (3,745) (3,745)
Distributions -
preferred stock - - - - (518) (518)
Exercise of options - 36 465 - - 501
Shares issued through
dividend reinvestment plan - 25 354 - - 379
Net income - - - - 4,207 4,207
Other comprehensive income-
net unrealized gain on
available-for-sale securities - - - 99 - 99
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Comprehensive income - - - - - 4,306
------- ------- ------- ------ ------- --------
Balances, June 30, 2003 $10,693 $ 5,687 $66,465 $ 411 $ 6,361 $89,617
======= ======= ======= ======= ======= =======
See accompanying notes to consolidated financial statements.
ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in Thousands)
(Unaudited)
Six Months Ended
June 30,
2003 2002
---- ----
Cash flows from operating activities:
Net income $ 4,207 $ 2,524
Adjustments to reconcile net income
to net cash provided by operating activities:
Gain on sale of available-for-sale securities - (8)
Gain on sale of real estate (14) -
Increase in rental income from straight-lining of rent (632) (345)
Equity in earnings of unconsolidated joint ventures (1,243) (473)
Distributions from unconsolidated joint ventures 1,217 464
Payments to minority interest by subsidiary (9) (9)
Depreciation and amortization 1,553 1,282
Amortization of financing costs included in interest expense 149 141
Changes in assets and liabilities:
Increase in rent, interest, deposits and other receivables (2,247) (129)
Increase in accrued expenses and other liabilities 87 12
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Net cash provided by operating activities 3,068 3,459
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Cash flows from investing activities:
Additions to real estate (7,167) -
Net proceeds from sale of real estate 159 -
Net proceeds from condemnation of real estate 32 -
Investment in unconsolidated joint ventures, net (10) (9,412)
Distributions of refinancing proceeds from unconsolidated
joint ventures 6,859 -
Sale of portion of interest in unconsolidated joint venture - 3,150
Collection of mortgages receivable (including $6,260
from affiliated joint venture) 6,516 -
Net proceeds from sale of available-for-sale securities - 178
Purchase of available-for-sale securities (11) -
Purchase of treasury bill - (992)
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Net cash provided by (used in) investing activities 6,378 (7,076)
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Cash flows from financing activities:
Repayment of mortgages payable (693) (1,936)
Proceeds from mortgages payable 4,662 -
Payment of financing costs (711) -
Proceeds (repayments) from bank line of credit, net (7,000) -
Net proceeds from issuance of shares through public offering - 35,144
Cash distributions - common stock (3,725) (1,934)
Cash distributions - preferred stock (518) (518)
Proceeds from the exercise of stock options 501 328
Issuance of shares through dividend reinvestment plan 379 139
Collection of note receivable - officer 4 -
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Net cash (used in) provided by financing activities (7,101) 31,223
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Net increase in cash and cash equivalents 2,345 27,606
Cash and cash equivalents at beginning of period 2,624 2,285
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Cash and cash equivalents at end of period $ 4,969 $29,891
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Supplemental disclosures of cash flow information:
Cash paid during the period for interest $ 3,247 $ 3,035
Supplemental schedule of non-cash investing and financing activities:
Contribution of real property to unconsolidated joint venture $ - $ 819
Assumption of mortgage payable in connection with purchase of
real estate 1,305 -
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 June
30, 2003 and for the six and three months ended June 30, 2003 and 2002 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 six and three months ended June 30, 2003 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, 2002.
Note 2 - Earnings Per Common Share
For the six and three months ended June 30, 2003 and 2002 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 six and three month periods ended June
30, 2003 and 2002 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 (31,412 and 32,233 for the six and
three months ended June 30, 2003 and 36,738 and 38,197 for the six and three
months ended June 30, 2002, 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 June 10, 2003 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 July 2, 2003 to stockholders of record on June
20, 2003.
One Liberty Properties, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(Continued)
Note 4 - Investment in Unconsolidated Joint Ventures
In the latter part of 2001 and in 2002, we entered into two joint ventures
organized for the purpose of acquiring and owning megaplex stadium-style movie
theaters. We own a 25% equity interest in the first joint venture organized
(Joint Venture #1), which has acquired five megaplex stadium-style movie
theaters, and a 50% equity interest in the second joint venture organized (Joint
Venture #2), which has acquired one partial stadium-style movie theater and
three megaplex stadium-style movie theaters. These movie theaters were acquired
for a total consideration of $97.7 million.
On May 2, 2003, the movie theater joint ventures closed on mortgage financings
secured by one property owned by Joint Venture #1 in the amount of $5.4 million
and by three properties owned by Joint Venture #2 in the aggregate amount of
$17.9 million. As a result of these financings, the Company received
approximately $13 million, including the payoff of approximately $6.2 million of
mortgages held by the Company.
The following tables present unaudited condensed financial statements for these
two joint ventures at June 30, 2003 and for the six and three months ended June
30, 2003 and 2002 (amounts in thousands):
Condensed Balance Sheets Joint Venture #1 Joint Venture #2
- ------------------------ ---------------- ----------------
Cash and cash equivalents $ 400 $ 823
Real estate investments, net 56,136 39,892
Deferred financing costs 632 491
Other assets 517(A) 497(A)
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Total assets $ 57,685 $ 41,703
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Mortgage loans payable $ 33,798 $ 26,435
Other liabilities 296 457
Equity 23,591 14,811
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Total liabilities and equity $ 57,685 $ 41,703
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Company's equity investment $ 5,892 $ 7,305
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Joint Venture #1
Three Months Ended Six Months Ended
June 30, June 30,
Condensed Statements of Operations 2003 2002 2003 2002
- ---------------------------------- ---- ---- ---- ----
Revenues, primarily rental income $ 1,834 $ 1,034 $ 3,669 $ 1,444
------- ------- ------- -------
Depreciation and amortization 288 172 576 235
Mortgage interest 648 - 1,239 -
Operating expenses 49 33 140 38
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Total expenses 985 205 1,955 273
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Net income attributable to members $ 849 $ 829 $ 1,714 $ 1,171
======== ======= ======= =======
Company's share of net income $ 212 $ 242 $ 429 $ 413
======== ======= ======= =======
Distributions received by the Company:
From operations $ 226 $ 243 $ 459 $ 438
======== ======= ======= =======
From mortgage proceeds $ 1,345 $ - $ 1,345 $ -
======== ======= ======= =======
One Liberty Properties, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(Continued)
Note 4 - Investment in Unconsolidated Joint Ventures (Continued)
Joint Venture #2
Three Months Ended Six Months Ended
Condensed Statements of Operations June 30, 2003 (B) June 30, 2003 (B)
- ---------------------------------- ----------------- -----------------
Revenues, primarily rental income $ 1,278 $ 2,556
-------- --------
Depreciation and amortization 200 402
Mortgage interest 470 (C) 824 (C)
Operating expenses 12 25
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Total expenses 682 1,251
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Net income attributable to members $ 596 $ 1,305
======== ========
Company's share of net income $ 298 $ 652
======== ========
Distributions received by the Company:
From operations $ 249 $ 570
======== ========
From mortgage proceeds $ 5,514 $ 5,514
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(A) Includes unbilled rent receivable of $502 and $486, respectively.
(B) The joint venture was formed in July 2002. Therefore there is
no comparative data for the six and three months ended June 30,
2002.
(C) Includes $49 and $194, respectively, of interest on three
mortgages which were secured by one movie theater property that
was due to the Company. These mortgages, totaling $6,179 were
refinanced on May 2, 2003 and the joint venture paid off the
outstanding balance due to the Company.
The Company is a member in two other unconsolidated joint ventures each of which
owns one property. These two joint ventures contributed $162,000 and $60,000 in
equity earnings for the six months ended June 30, 2003 and 2002 and $78,000 and
$33,000 in equity earnings for the three months ended June 30, 2003 and 2002,
respectively. The Company's equity investment in these two joint ventures
totaled $3,433,000 at June 30, 2003.
One Liberty Properties, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(Continued)
Note 5 - Line of Credit
On March 21, 2003, the Company closed on a revolving credit facility for $30
million ("Facility") with Valley National Bank, Merchants Bank Division and Bank
Leumi, USA. The Facility is for a term of two years. The Facility provides that
the Company pay interest at the bank's prime rate on funds borrowed and an
unused facility fee of 1/4%. Fees to banks and closing costs of approximately
$260,000 were paid and are being amortized over the term of the facility.
The Facility is guaranteed by all of the Company's subsidiaries which own
unencumbered properties and shares of the majority of its subsidiaries are
pledged as collateral. The Company has agreed that it and its affiliates
(including entities that are participants in a Shared Services Agreement) will
maintain on deposit with the Banks at least 10% of the average outstanding
annual principal balance of take downs under the Facility. If minimum balances
are not maintained by the Company and its affiliates, a deficiency fee is
charged to the Company.
The Facility is available to finance the acquisition or financing of interests
in commercial real estate. The Company is required to comply with certain
covenants. Net proceeds received from the sale or refinance of properties are
required to be used to repay amounts outstanding under the Facility if proceeds
from the Facility were used to purchase the property.
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 six and three months ended June 30, 2003 accumulated
other comprehensive income, which is solely comprised of the net unrealized gain
on available-for-sale securities, increased $99,000 and $81,000 to $411,000.
During the six and three months ended June 30, 2002 comprehensive income
increased $79,000 and $14,000 to $340,000.
Item 2. Management's Discussion And Analysis Of Financial Condition And
Results Of Operations
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 currently own 35 properties and we are a member of four
joint ventures that own a total of twelve properties. These 47 properties are
located in 16 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, 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 of the operating expenses of the leased
property including maintenance, taxes, utilities and insurance. A majority of
our lease agreements provide for periodic rental increases and certain of our
other leases provide for increases based on the consumer price index.
In the latter part of 2001 and in 2002, we entered into two joint ventures
organized for the purpose of acquiring and owning megaplex stadium-style movie
theaters. We own a 25% equity interest in the first joint venture organized for
this purpose and a 50% equity interest in the second joint venture organized for
this purpose. These joint ventures have acquired one partial stadium-style movie
theater and eight megaplex stadium-style movie theaters for a total
consideration of $97.7 million. Our equity investment in these ventures at June
30, 2003 was approximately $13 million, net of distributions from the joint
ventures. Venturers holding at least 75% of the aggregate membership interests
in both these joint ventures must approve all material decisions, except for
property acquisitions which require unanimous approval.
At June 30, 2003, excluding mortgages payable of our unconsolidated joint
ventures, we had 23 outstanding mortgages payable, aggregating approximately
$82.6 million in principal amount, all of which are secured by first liens on
individual real estate investments with an aggregate carrying value of
approximately $122 million before accumulated depreciation. The mortgages bear
interest at fixed rates ranging from 5.9% to 8.8%, and mature between 2004 and
2023.
Results of Operations
Comparison of Six and Three Months Ended June 30, 2003 and 2002
Revenues
Our revenues consist primarily of rental income from tenants in our rental
properties. We have also, through joint ventures, invested in megaplex movie
theaters.
Rental income increased by $1.7 million or 23.4%, to $9 million for the six
months ended June 30, 2003 from $7.3 million for the six months ended June 30,
2002. For the three months ended June 30, 2003, rental income increased
$882,000, or 24.3%, to $4.5 million from $3.6 million for the three months ended
June 30, 2002. The rental income increase is due to $1.8 million and $924,000 of
rental income for the six and three months ended June 30, 2003, respectively,
earned on five properties acquired by us between September 2002 and June 2003.
This increase in rental income was partially offset by the reduction in rental
income received due to the contribution of our leasehold position in an
industrial property to a joint venture (in February 2002) and the vacancy of one
retail property.
Interest and other income increased by $35,000, or 17.4%, to $236,000 for the
six months ended June 30, 2003 from $201,000 for the six months ended June 30,
2002. Interest and other income decreased by $113,000, or 61.7%, to $70,000 for
the three months ended June 30, 2003 from $183,000 for the three months ended
June 30, 2002. During the six and three months ended June 30, 2003 interest
income of $194,000 and $49,000 was earned on three mortgages, totaling $6.3
million, acquired by us in August 2002 in connection with a movie theater
acquisition by one of our joint ventures. These mortgages were repaid in full on
May 5, 2003, thereby reducing interest income. The three months ended June 30,
2002 included net acquisition fees totaling $134,000 received from our movie
theater joint venture partners equal to .5% of the purchase price of the three
properties acquired by the joint venture during April and May, 2002. This net
amount reflected a reduction based on our proportionate share of ownership in
the joint venture. There was no comparable income during the six and three
months ended June 30, 2003. To a lesser extent, the decrease was also due to a
reduction in interest earned on cash and cash equivalents available for
investment because the net proceeds received from our May 2002 public offering
had been used by the end of December 2002 to purchase properties.
Our equity in earnings of unconsolidated joint ventures increased by $770,000,
or 163%, to $1.2 million for the six months ended June 30, 2003 from $473,000
for the six months ended June 30, 2002. For the three months ended June 30,
2003, equity in earnings of unconsolidated joint ventures increased by $313,000,
or 114%, to $588,000 from $275,000 for the three months ended June 30, 2002.
Rental income earned on eight movie theaters purchased by our two movie theater
joint ventures at various times between April 2002 and December 2002 caused
$668,000 and $268,000 of this increase for the six and three months ended June
30, 2003, respectively. Another joint venture we participate in was organized at
the end of December 2002 and our equity share in the earnings of this joint
venture for the six and three months ended June 30, 2003 was $95,000 and
$47,000, respectively.
We will continue to acquire, solely for our own account, improved commercial
properties in accordance with our business and investment strategies. We
anticipate that the acquisition of megaplex movie theaters will be made through
the existing or newly organized joint ventures, and we may from time to time
acquire other properties with joint venture partners.
Expenses
Depreciation and amortization expense increased by $271,000, or 21.1%, and
$143,000, or 22.4% to $1.6 million and $782,000 for the six and three months
ended June 30, 2003 from $1.3 million and $639,000 for the six and three months
ended June 30, 2002. The increase in depreciation expense was primarily due to
the acquisition of five properties between September 2002 and June 2003.
Interest-mortgages payable increased by $50,000 and $32,000, or 1.6% and 2%, to
$3,172,000 and $1,593,000 for the six and three months ended June 30, 2003 from
$3,122,000 and $1,561,000 for the six and three months ended June 30, 2002. This
increase resulted from one mortgage placed on a property in December 2002, the
assumption of a mortgage in connection with the purchase of a property in
February 2003 and the refinancing of a property for an additional $4.6 million
of principal. These increases were partially offset by a decrease in interest
expense resulting from the payoff of two mortgage loans during June 2002.
Interest-line of credit increased by $160,000 to $210,000 and by $78,000 to
$97,000 for the six and three months ended June 30, 2003 from $50,000 and
$19,000 for the six and three months ended June 30, 2002. This increase resulted
from borrowings under our line of credit used to facilitate the purchase of two
properties.
Leasehold rent expense decreased by $24,000 to zero for the six months ended
June 30, 2003 from $24,000 for the six months ended June 30, 2002. This rent
expense was payable on the leasehold interest position that we contributed
during February 2002 to a joint venture.
General and administrative expenses increased $291,000, or 37.6%, to $1.1
million for the six months ended June 30, 2003 from $774,000 for the six months
ended June 30, 2002. For the three months ended June 30, 2003, general and
administrative expenses increased by $112,000 or 27.1%, to $525,000 from
$413,000 for the three months ended June 30, 2002. This increase was primarily
due to a $188,000 and $61,000 increase in payroll and payroll expenses,
including approximately $148,000 and $43,000 for executive and support
personnel, primarily for legal and accounting services allocated to us pursuant
to a Shared Services Agreement between us and related entities. This increase in
the allocated payroll expenses resulted from an increase in our level of
business activity, primarily property acquisitions, the negotiation and
consummation of a revolving credit facility, mortgage refinancings, lease
negotiations and compliance with the Sarbanes-Oxley Act. The increase in payroll
expenses is also due to a $25,000 ($6,250 per quarter) increase in the base
salary and a $25,000 ($6,250 per quarter) bonus to our president and chief
executive officer. The balance of the increase in general and administrative
expenses is due to an increase in a number of items including professional fees
of approximately $27,000 and $15,000 and travel expenses of approximately
$17,000 and $9,000, a major portion of which is related to our property
acquisition activities.
Real estate expenses increased by $212,000 and $149,000, or 331% and 481%, to
$276,000 and $180,000 for the six and three months ended June 30, 2003 from
$64,000 and $31,000 for the six and three months ended June 30, 2002. This
increase was primarily due to legal fees relating to properties, as well as
utilities and real estate tax expenses on our two vacant properties (one of
which was sold during May 2003). Additionally, the 2003 periods include the
amortization of a commission relating to a renegotiated lease and non-recurring
landlord repairs.
Liquidity and Capital Resources
We had cash and cash equivalents of $5 million at June 30, 2003. Our primary
sources of liquidity are cash and cash equivalents, our revolving credit
facility and cash generated from operating activities, including mortgage
financings. On March 21, 2003, we entered into a new credit agreement with
Valley National Bank, Merchants Bank Division and Bank Leumi, USA for a $30
million revolving credit facility. This facility, which replaced a $15 million
revolving credit facility, is available to us to pay down existing mortgages, to
fund the acquisition of additional properties or to invest in joint ventures.
The facility matures on March 21, 2005. Borrowings under the facility bear
interest at the bank's prime rate, currently 4%, 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 our subsidiaries that own
unencumbered properties and shares of its subsidiaries are pledged as
collateral. At June 30, 2003, $3 million was outstanding under the facility.
On May 2, 2003, our movie theater joint ventures closed on mortgage financings
in the aggregate amount of $23.3 million secured by four properties owned by the
ventures. As a result of these financings, we received approximately $13
million, including a payoff of $6.2 million of mortgages held by us.
Simultaneous with the receipt of the funds, we repaid the entire $11.5 million
balance outstanding under the credit facility.
We, on our own behalf and on behalf of our joint ventures, are involved in
various stages of negotiation with respect to the acquisition of additional net
leased properties. The movie theater joint ventures will only acquire movie
theater properties. We will use cash provided from operations, cash provided
from mortgage financings, including distributions from joint ventures resulting
from their mortgage financings, and our credit facility to fund any additional
acquisitions.
The following sets forth our contractual cash obligations as of June 30, 2003,
all of which relate to interest and amortization payments and balances due at
maturity under outstanding mortgages secured by our properties, for the periods
indicated (amounts in thousands):
Principal Balances Due
Total and Interest at Maturity
----- ------------ -----------
Due within 1 year $10,126 $ 7,217 $ 2,909
Due 1 to 3 years 27,989 14,010 13,979
Due 4 to 5 years 15,870 12,054 3,816
Due after 5 years 70,219 31,315 38,904
As of June 30, 2003, we had outstanding approximately $82.6 million in long-term
mortgage indebtedness (excluding mortgage indebtedness of our unconsolidated
joint ventures), all of which is non-recourse (subject to standard carve-outs).
We expect that debt service payments of approximately $21.2 million due in the
next three years will be paid primarily from cash generated from our operations.
We anticipate that loan maturities of approximately $16.9 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, funds available under
our credit facility and available cash, if any, may 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 June 30, 2003.
Cash Distribution Policy
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 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 than 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 principal cash flows 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
June 30, (In Thousands) Interest Rate
-------- ------------- -------------
2004 $ 4,400 7.52%
2005 9,867 7.51
2006 7,299 7.49
2007 1,608 7.43
2008 5,503 7.43
Thereafter 53,965 7.49
--------
Total $ 82,642 7.49
========
Fair Value $ 84,512 7.00%
========
Item 4. - Controls and Procedures
Our president and chief executive officer and senior vice president and chief
financial officer have participated in the design and implementation of our
disclosure controls and procedures and have evaluated the Company's disclosure
controls and procedures as of the end of the period covered by this quarterly
report on Form 10-Q. Based on their evaluation they have concluded that the
controls and procedures are effective.
There were no significant changes in our internal controls or in other factors
that could significantly affect internal controls subsequent to the date of the
evaluation. No significant deficiencies or material weaknesses were detected in
our internal controls and therefore no corrective actions were taken.
Part II - OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
(a) We held an annual meeting of stockholders on June 23, 2003.
(b) Proxies for the meeting were solicited pursuant to Regulation 14D under the
Securities Exchange Act of 1934. There was no solicitation in opposition to the
nominees listed in the proxy statement and all the nominees were elected.
(c) Stockholders approved the adoption of the One Liberty Properties, Inc. 2003
Incentive Plan. 5,045,880 votes were cast in favor of adopting the Plan, 476,656
against, 27,845 abstained and there were 78,794 broker non-votes. Stockholders
also approved the appointment of Ernst & Young LLP as our auditors for the year
ended December 31, 2003. 5,512,787 votes were cast in favor of the appointment,
26,284 against, 11,310 abstained and there were 78,794 broker non-votes.
Item 6. - Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit 99.1 (Exhibit 31.1) Certification of President and Chief
Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
Exhibit 99.2 (Exhibit 31.2) Certification of Senior Vice
President and Chief Financial Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
Exhibit 99.3 (Exhibit 32.1) Certification of President and
Chief Executive Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
Exhibit 99.4 (Exhibit 32.2) 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 May 12, 2003 which attached the press release
issued the same day disclosing information regarding the results of
operations for the three months ended March 31, 2003 and financial
condition at March 31, 2003.
A Form 8-K was filed on August 7, 2003 to report the acquisition of a
property in Los Angeles, California.
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)
August 12, 2003 /s/ Jeffrey Fishman
- --------------- -------------------
Date Jeffrey Fishman
President and
Chief Executive Officer
August 12, 2003 /s/ David W. Kalish
- --------------- -------------------------------
Date David W. Kalish
Senior Vice President and
Chief Financial Officer
EXHIBIT 31.1
CERTIFICATION (filed as Edgar Exhibit 99.1)
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 June 30, 2003 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 Rules 13a-15(e) and 15d-15(e)) 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
Quarterly Report is being prepared;
b) Evaluated the effectiveness of the registrant's disclosure controls and
procedures and 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
c) 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 that has materially affected, or is reasonably likely to
materially affect, the registrant's internal control over financial
reporting.
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 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 12, 2003
/s/ Jeffrey Fishman
-------------------
Jeffrey Fishman
President and Chief Executive Officer
EXHIBIT 31.2
CERTIFICATION (filed as Edgar Exhibit 99.2)
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 June 30, 2003 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 Rules 13a-15(e) and 15d-15(e)) 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 Quarterly Report is
being prepared;
b) Evaluated the effectiveness of the registrant's disclosure controls and
procedures and 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
c) 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 that has materially affected, or is reasonably likely to
materially affect, the registrant's internal control over financial
reporting.
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 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 12, 2003 /s/ David W. Kalish
------------------------
David W. Kalish
Senior Vice President
and Chief Financial Officer
EXHIBIT 32.1
(furnished as Edgar Exhibit 99.3)
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 June 30, 2003 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: August 12, 2003 /s/ Jeffrey Fishman
--------------------------
Jeffrey Fishman
President and Chief Executive Officer
EXHIBIT 32.2
(furnished as Edgar Exhibit 99.4)
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 June
30, 2003 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: August 12, 2003 /s/ David W. Kalish
--------------------------------
David W. Kalish
Senior Vice President
and Chief Financial Officer