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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, 2004
OR
[ ] Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Commission File Number 001-09279
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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 offices) (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 _
--- ---
Indicate by check mark whether the registrant is an accelerated filer
(as defined in Rule 12b-2 of the Exchange Act).
Yes X No _
--- ---
Indicate the number of shares outstanding of each of the issuer's classes of
stock, as of the latest practicable date.
As of August 4, 2004, the registrant had 9,746,980 shares of Common 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,
2004 2003
----------- -----------
(Unaudited)
Assets
Real estate investments, at cost
Land $ 43,630 $ 37,880
Buildings and improvements 176,478 153,591
--------- ---------
220,108 191,471
Less accumulated depreciation 16,249 14,155
--------- ---------
203,859 177,316
Investment in unconsolidated joint ventures 24,450 24,441
Cash and cash equivalents 20,915 45,944
Unbilled rent receivable 4,680 4,264
Escrow deposits and other receivables 3,667 3,323
Investment in BRT Realty Trust-(related party) 586 867
Deferred financing costs 2,468 1,962
Other assets (including available-for-sale securities
of $148 and $146) 1,515 972
-------- --------
Total assets $262,140 $259,089
======== ========
Liabilities and Stockholders' Equity
Liabilities:
Mortgages payable $112,092 $106,133
Dividends payable 3,210 3,400
Accrued expenses and other liabilities 2,003 3,587
-------- --------
Total liabilities 117,305 113,120
-------- --------
Commitments and contingencies - -
Stockholders' equity:
Common stock, $1 par value; 25,000 shares
authorized; 9,667 and 9,605 shares
issued and outstanding 9,667 9,605
Paid-in capital 132,478 130,863
Accumulated other comprehensive income - net
unrealized gain on available-for-sale securities 546 823
Unearned compensation (1,044) (447)
Accumulated undistributed net income 3,188 5,125
-------- --------
Total stockholders' equity 144,835 145,969
-------- --------
Total liabilities and stockholders' equity $262,140 $259,089
======== ========
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,
-------- --------
2004 2003 2004 2003
---- ---- ---- ----
Revenues:
Rental income $ 6,137 $ 4,513 $11,695 $ 8,990
Interest and other income (including $49 and
$194 in 2003 from an affiliated joint venture) 61 70 153 236
-------- -------- -------- --------
6,198 4,583 11,848 9,226
-------- -------- -------- --------
Expenses:
Depreciation and amortization 1,138 782 2,161 1,553
Interest - mortgages payable 2,106 1,593 4,117 3,172
Interest - line of credit 76 97 128 210
General and administrative 746 525 1,601 1,065
Real estate expenses 206 180 346 276
-------- -------- -------- -------
4,272 3,177 8,353 6,276
-------- -------- -------- -------
Earnings before equity in earnings of unconsolidated
joint ventures and gain on sale 1,926 1,406 3,495 2,950
Equity in earnings of unconsolidated joint ventures 295 588 970 1,243
Gain on sale of available-for-sale securities - - 1 -
Gain on sale of real estate - 14 - 14
-------- -------- -------- --------
Net income $ 2,221 $ 2,008 $ 4,466 $ 4,207
======= ======= ======= =======
Calculation of net income applicable to common stockholders:
Net income $ 2,221 $ 2,008 $ 4,466 $ 4,207
Less: dividends on preferred stock - 259 - 518
-------- ------- ------- -------
Net income applicable to
common stockholders $ 2,221 $ 1,749 $ 4,466 $ 3,689
======= ======= ======= =======
Weighted average number of common shares outstanding:
Basic 9,721 5,683 9,691 5,660
===== ===== ===== =====
Diluted 9,736 5,715 9,712 5,691
===== ===== ===== =====
Net income per common share:
Basic $ .23 $ .31 $ .46 $ .65
======= ======== ======== =======
Diluted $ .23 $ .31 $ .46 $ .65
======== ======== ======== =======
Cash distributions per share:
Common stock $ .33 $ .33 $ .66 $ .66
======== ======== ======== =======
Preferred stock $ - $ .40 $ - $ .80
======== ======== ======== =======
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, 2004 (unaudited)
and the year ended December 31, 2003
(Amounts in Thousands)
Accumulated
Other Unearned Accumulated
Preferred Common Paid-in Comprehensive Compen- Undistributed
Stock Stock Capital Income sation Net Income Total
----- ----- ------- ------ ------ ----------- -----
Balances, January 1, 2003 $10,693 $ 5,626 $65,646 $ 312 $ - $ 6,417 $88,694
Distributions -
common stock - - - - - (8,780) (8,780)
Distributions -
preferred stock - - - - - (1,037) (1,037)
Exercise of options - 67 801 - - - 868
Shares issued through
public offering - 3,737 60,811 - - - 64,548
Shares issued through
dividend reinvestment plan - 61 943 - - - 1,004
Redemption of preferred stock (10,693) 114 2,174 - - - (8,405)
Issuance of restricted stock - - 488 - (488) - -
Compensation expense -
restricted stock - - - - 41 - 41
Net income - - - - - 8,525 8,525
Other comprehensive income-
net unrealized gain on
available-for-sale securities - - - 511 - - 511
-------
Comprehensive income 9,036
------- ------- -------- -------- -------- ------- --------
Balances, December 31, 2003 - 9,605 130,863 823 (447) 5,125 145,969
Distributions -
common stock - - - - - (6,403) (6,403)
Exercise of options - 27 298 - - - 325
Shares issued through
dividend reinvestment plan - 33 617 - - - 650
Issuance of restricted stock - - 702 - (702) - -
Restricted stock vesting - 2 (2) - - - -
Compensation expense -
restricted stock - - - - 105 - 105
Net income - - - - - 4,466 4,466
Other comprehensive income-
net unrealized (loss) on
available-for-sale securities - - - (277) - - (277)
-------
Comprehensive income 4,189
------- ------- -------- --------- -------- ------- --------
Balances, June 30, 2004 $ - $ 9,667 $132,478 $ 546 $ (1,044) $ 3,188 $144,835
======= ======= ======== ========= ======== ======== ========
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,
2004 2003
---- ----
Cash flows from operating activities:
Net income $ 4,466 $ 4,207
Adjustments to reconcile net income
to net cash provided by operating activities:
Gain on sale of available-for-sale securities (1) -
Gain on sale of real estate - (14)
Increase in rental income from straight-lining of rent (416) (632)
Decrease in rental income from amortization of
intangibles relating to leases 18 -
Amortization of restricted stock expense 105 -
Equity in earnings of unconsolidated joint ventures (970) (1,243)
Distributions from unconsolidated joint ventures 1,211 1,217
Payments to minority interest by subsidiary - (9)
Depreciation and amortization 2,161 1,553
Amortization of financing costs included in interest expense 201 149
Changes in assets and liabilities:
Increase in rent, interest, deposits and other receivables (482) (2,247)
(Decrease) increase in accrued expenses and other liabilities (340) 87
------- -------
Net cash provided by operating activities 5,953 3,068
------- -------
Cash flows from investing activities:
Additions to real estate (23,284) (7,167)
Net proceeds from sale of real estate - 159
Net proceeds from condemnation of real estate - 32
Investment in unconsolidated joint ventures (250) (10)
Distributions of refinancing proceeds from unconsolidated
joint ventures - 6,859
Collection of mortgages receivable (including $6,260
from an affiliated joint venture) - 6,516
Net proceeds from sale of available-for-sale securities 3 -
Purchase of available-for-sale securities - (11)
------- -------
Net cash (used in) provided by investing activities (23,531) 6,378
------- -------
Cash flows from financing activities:
Repayment of mortgages payable (1,126) (693)
Proceeds from mortgages payable - 4,662
Payment of financing costs (708) (711)
Proceeds from bank line of credit, net - (7,000)
Cash distributions - common stock (6,593) (3,725)
Cash distributions - preferred stock - (518)
Proceeds from the exercise of stock options 326 501
Issuance of shares through dividend reinvestment plan 650 379
Collection of note receivable - officer - 4
------- -------
Net cash used in financing activities (7,451) (7,101)
------- -------
Net (decrease) increase in cash and cash equivalents (25,029) 2,345
Cash and cash equivalents at beginning of period 45,944 2,624
-------- --------
Cash and cash equivalents at end of period $ 20,915 $ 4,969
======== ========
Supplemental disclosures of cash flow information:
Cash paid during the period for interest $ 4,010 $ 3,247
Supplemental schedule of non-cash investing and financing activities:
Assumption of mortgages payable in connection with purchase of real estate $ 7,085 $ 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, 2004 and for the six and three months ended June 30, 2004 and 2003 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, 2004 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 ("LLC"), in which the Company held a 95% interest until
September 8, 2003 when it purchased the 5% minority owned interest.
The Company accounts for its investments in unconsolidated joint ventures under
the equity method of accounting as the Company exercises significant influence,
but does not control these entities. One Liberty Properties, Inc., its
subsidiaries and the LLC are hereinafter referred to as the "Company". Material
intercompany items and transactions have been eliminated.
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, 2003.
Note 2 - Earnings Per Common Share
For the six and three months ended June 30, 2004 and 2003 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 the Company's 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, 2004 and 2003 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 (20,405 and 14,797 for the six and
three months ended June 30, 2004 and 31,412 and 32,233 for the six and three
months ended June 30, 2003, respectively) using the treasury stock method. The
Preferred Stock (which was redeemed in December 2003) was not considered for the
purpose of computing diluted earnings per share in 2003 because their assumed
conversion was antidilutive.
One Liberty Properties, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(Continued)
Note 3 - Investment in Unconsolidated Joint Ventures
The Company is a member in four unconsolidated joint ventures which own and
operate twelve properties. Summaries of the two most significant joint ventures,
in which the Company was designated the managing member, are below.
The following tables present unaudited condensed financial statements for these
two joint ventures (amounts in thousands):
Joint Venture #1
Condensed Balance Sheets June 30, 2004 December 31, 2003
- ------------------------ ------------- -----------------
(audited)
Cash and cash equivalents $ 476 $ 695
Real estate investments, net 55,110 55,684
Deferred financing costs 562 597
Unbilled rent receivable 921 712
Other assets - 9
-------- --------
Total assets $ 57,069 $ 57,697
======== ========
Mortgage loans payable $ 33,015 $ 33,414
Other liabilities 489 696
Equity 23,565 23,587
-------- --------
Total liabilities and equity $ 57,069 $ 57,697
======== ========
Company's equity investment $ 12,745 $ 12,765
======== ========
Three Months Ended Six Months Ended
June 30, June 30,
Condensed Statements of Operations 2004 2003 2004 2003
- ---------------------------------- ---- ---- ---- ----
Revenues, primarily rental income $ 1,834 $ 1,834 $ 3,667 $ 3,669
------- ------- ------- -------
Depreciation and amortization 289 288 577 576
Mortgage interest 665 648 1,334 1,239
Operating expenses 81 49 156 140
------- ------- ------- -------
Total expenses 1,035 985 2,067 1,955
------- ------- ------- -------
Net income attributable to members $ 799 $ 849 $ 1,600 $ 1,714
======= ======= ======= =======
Company's share of net income $ 399 $ 212 $ 800 $ 429
======= ======= ======= =======
Amount recorded in income statement (A) $ 394 $ 212 $ 790 $ 429
======= ======= ======= =======
Distributions received by the Company:
From operations $ 406 $ 226 $ 811 $ 459
======= ======= ======= =======
From mortgage proceeds $ - $ 1,345 $ - $ 1,345
======= ======= ======= =======
(A) The difference between the carrying amount of the Company's investment
in Joint Venture # 1 and the underlying equity in net assets is
amortized as an adjustment to equity in earnings of unconsolidated
joint ventures over 40 years.
One Liberty Properties, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(Continued)
Note 3 - Investment in Unconsolidated Joint Ventures (Continued)
Joint Venture #2
Condensed Balance Sheets June 30, 2004 December 31, 2003
- ------------------------ ------------- -----------------
(audited)
Cash and cash equivalents $ 798 $ 799
Real estate investments, net 41,548 41,532
Deferred financing costs 467 478
Unbilled rent receivable 664(A) 830
Other assets - 21
-------- --------
Total assets $ 43,477 $ 43,660
======== ========
Mortgage loans payable $ 25,888 $ 26,171
Other liabilities 667 686
Equity 16,922 16,803
-------- --------
Total liabilities and equity $ 43,477 $ 43,660
======== ========
Company's equity investment $ 8,355 $ 8,296
======== ========
Three Months Ended Six Months Ended
June 30, June 30,
Condensed Statements of Operations 2004 2003 2004 2003
- ---------------------------------- ---- ---- ---- ----
Revenues, primarily rental income $ 436(A) $ 1,278 $ 1,677(A) $ 2,556
-------- -------- ------- --------
Depreciation and amortization 202 200 404 402
Mortgage interest 517 470(B) 1,036 824(B)
Operating expenses 19 12 33 25
-------- -------- -------- --------
Total expenses 738 682 1,473 1,251
-------- -------- -------- --------
Net income (loss) attributable to members $ (302) $ 596 $ 204 $ 1,305
========= ======== ======== ========
Company's share of net income (loss) $ (151) $ 298 $ 102 $ 652
========= ======== ======== ========
Distributions received by the Company:
From operations $ 146 $ 249 $ 292 $ 570
======== ======== ======== ========
From mortgage proceeds $ - $ 5,514 $ - $ 5,514
======== ======== ======== ========
(A) At June 30, 2004, a reserve was taken against the entire balance of
unbilled rent receivable relating to two movie theaters leased to
operators under common control. This reserve amounted to $728 and $586
for the six and three months ended June 30, 2004. This operator has not
paid rent due on one of these theaters for four months. The Company has
commenced legal proceedings against the tenant and has been negotiating
a restructuring of the lease with the tenant.
(B) Includes $194 and $49 for the six and three months ended June 30, 2003
of interest on three mortgages receivable held by the Company which were
secured by one movie theater property. These mortgages were refinanced
on May 2, 2003 and the joint venture paid in full the outstanding
balance, totaling $6,179, due to the Company.
One Liberty Properties, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(Continued)
Note 3 - Investment in Unconsolidated Joint Ventures (Continued)
The Company participates in two other unconsolidated joint ventures, each of
which owns one property. At June 30, 2004 and December 31, 2003 the Company's
equity investment in these two joint ventures totaled $3,350,000 and $3,380,000,
respectively and they contributed $78,000 and $162,000 in equity earnings for
the six months ended June 30, 2004 and 2003, and $52,000 and $78,000 for the
three months ended June 30, 2004 and 2003, respectively.
Note 4 - Property Acquisitions
On May 19, 2004, the Company purchased, in a single transaction, two free
standing retail buildings located in Georgia, for a total consideration of
approximately $5,600,000, which was paid in cash.
On March 1, 2004 and March 31, 2004, the Company purchased two single tenant
properties located in California and Tennessee, for a total consideration of
approximately $23,100,000. The Company assumed a pre-existing first mortgage of
$7,085,000 on the Tennessee property.
In connection with the purchase price allocations for all of these acquisitions,
the Company identified acquired intangible assets totaling in the aggregate
$489,000. These intangibles are being amortized over the term of the respective
underlying lease terms and the unamortized balance has been reflected in Other
Assets in the accompanying consolidated balance sheets.
Note 5 - Common Stock Dividend Distribution
On June 14, 2004, the Board of Directors declared its regular quarterly cash
distribution of $.33 per share on the Company's Common Stock which was paid on
July 2, 2004 to stockholders of record on June 24, 2004.
Note 6 - Comprehensive Income
Comprehensive income for the six and three month periods ended June 30, 2004 and
2003 are as follows (amounts in thousands):
Three Months Ended Six Months Ended
June 30, June 30,
-------- --------
2004 2003 2004 2003
---- ---- ---- ----
Net income $ 2,221 $ 2,008 $ 4,466 $ 4,207
Other comprehensive income -
Unrealized gain (loss) on
available-for-sale securities (143) 81 (277) 99
-------- -------- -------- --------
Comprehensive income $ 2,078 $ 2,089 $ 4,189 $ 4,306
======== ======== ======== ========
Accumulated other comprehensive income, which is solely comprised of the net
unrealized gain on available-for-sale securities was $546,000 and $411,000 at
June 30, 2004 and 2003, respectively.
One Liberty Properties, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(Continued)
Note 7 - Restricted Stock
During the quarter ended June 30, 2004, the Company awarded 35,700 shares of
restricted stock under its 2003 Incentive Plan. The 2003 Incentive Plan was
approved by the Company's stockholders at the Annual Meeting of Stockholders
held in June 2003. As of June 30, 2004 a total of 62,050 shares have been issued
under this Plan. The total number of shares issuable under this Plan is 275,000.
The restricted shares vest five years from the date of issuance and under
certain circumstances may vest earlier. For accounting purposes, the restricted
stock is not included in the outstanding shares shown on the balance sheet until
they vest. The Company records compensation expense over the vesting period,
measuring the compensation cost based on the market value of the shares on the
date awarded. For the six and three months ended June 30, 2004, the Company
recorded $105,000 and $81,000 of compensation expense. This includes $28,000,
for both the six and three month periods, of compensation expense recorded due
to the accelerated vesting of 1,750 shares of restricted stock that had been
awarded to a retired board member.
Note 8 - Line of Credit
On June 4, 2004, the Company consummated an amendment to its existing
$30,000,000 revolving credit facility to add two new lenders and to increase the
total amount of the facility to $62,500,000. The lenders are Valley National
Bank, Merchants Bank Division, Bank Leumi USA, Israel Discount Bank of New York
and Manufacturers and Traders Trust Company. This facility is available to the
Company to pay down existing mortgages, to fund the acquisition of properties or
to invest in joint ventures. The facility matures on March 31, 2007. Borrowings
under the facility bear interest at the lower of LIBOR plus 2.5% or at the
bank's prime rate 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 properties. There is
currently no balance outstanding under the facility.
Note 9 - Subsequent Event
On July 16, 2004, the Company sold a retail property, which had been vacant
since February 2003 for a sales price of $1,340,000 and realized a gain of
approximately $13,000.
Item 2. Management's Discussion And Analysis Of Financial Condition And Results
Of Operations
Forward-Looking Statements
With the exception of historical information, this quarterly 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 real estate investment trust (REIT) and we primarily
own real estate that we net lease to tenants. At June 30, 2004, we own 39
properties, participate in four joint ventures that own a total of 12 properties
and hold a 50% tenancy in common interest in one property. These 52 properties
are located in 17 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 distribute currently at least 90%
of ordinary taxable income to our stockholders. We intend to comply with these
requirements and to maintain our REIT status.
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.
During May 2004, we purchased in a single transaction, two free-standing retail
buildings which are leased to two tenants for a total consideration of $5.6
million, which was paid in cash. During March 2004, we purchased two single
tenant properties including one megaplex stadium-style movie theater, in two
states, for a total consideration of $23.1 million. We assumed a pre-existing
first mortgage of $7.1 million on one of these properties.
We are a venturer in two joint ventures organized to acquire and own megaplex
stadium-style movie theaters. We own a 50% equity interest in each of these
ventures with the same co-venturer. These joint ventures have acquired one
partial stadium-style movie theater, one stadium-style movie theater under
construction and eight megaplex stadium-style movie theaters for a total
consideration of $100 million. Our equity investment in these ventures at June
30, 2004 was approximately $21 million, net of distributions from the joint
ventures.
At June 30, 2004, excluding mortgages payable of our unconsolidated joint
ventures, we had 28 outstanding mortgages payable, aggregating approximately
$112 million in principal amount, each of which is secured by a first lien on
individual real estate investments with an aggregate carrying value of
approximately $169 million before accumulated depreciation. The mortgages bear
interest at fixed rates ranging from 5.125% to 8.8%, and mature between 2005 and
2023.
Results of Operations
Comparison of Six and Three Months Ended June 30, 2004 and 2003
Revenues
Our revenues consist primarily of rental income from tenants in our rental
properties. Rental income increased by $2.7 million, or 30.1%, to $11.7 million
for the six months ended June 30, 2004 from $9 million for the six months ended
June 30, 2003. For the three months ended June 30, 2004, rental income increased
$1.6 million, or 36%, to $6.1 million from $4.5 million for the three months
ended June 30, 2003. The rental income increase is primarily due to $2.6 million
and $1.5 million of rental revenues earned on eight properties acquired by us
between February 2003 and May 2004. There were also minor increases in rental
income at several of our other properties offset by rents that were not received
from one vacant property and from a tenant that filed a bankruptcy petition. The
tenant that filed for protection under Chapter XI of the Bankruptcy Act had paid
post-petition rent from March 3, 2004 through June 11, 2004.
Interest and other income decreased by $83,000, or 35.2%, to $153,000 for the
six months ended June 30, 2004 from $236,000 for the six months ended June 30,
2003. Interest and other income decreased by $9,000 to $61,000, or 12.9%, for
the three months ended June 30, 2004 from $70,000 for the three months ended
June 30, 2003. The primary reason for the decrease was the reduction in interest
earned of $194,000 and $49,000 during the six and three months ended June 30,
2003 on short-term mortgages receivable acquired by us in connection with a
movie theater acquisition by one of our joint ventures. The mortgages were paid
in full in May 2003. Offsetting this decrease were increases of $105,000 and
$39,000 in interest earned on our investment of the balance of the net proceeds
received from our October 2003 public offering in cash equivalents and treasury
bills.
Our equity in earnings of unconsolidated joint ventures decreased by $273,000,
or 22%, to $970,000 for the six months ended June 30, 2004 from $1,243,000 for
the six months ended June 30, 2003. For the three months ended June 30, 2004,
equity in earnings of unconsolidated joint ventures decreased by $293,000, or
49.8%, to $295,000 from $588,000 for the three months ended June 30, 2003. For
the six and three months ended June 30, 2004, reserves amounting to $728,000 and
$586,000 were taken by one of our joint ventures against the unbilled rent
receivable balances relating to two movie theaters leased to operators under
common control. In addition, rental income for one of these theaters is
delinquent for four months and has not been accrued. The Company is pursuing its
legal remedies against the delinquent operator and is in the process of
negotiating a restructuring of the lease. Accordingly, our equity in earnings
of this venture decreased by $550,000 and $404,000 for the six and three months
ended June 30, 2004, respectively. There was also a decrease in rental income at
another joint venture due to the bankruptcy filing by its tenant. These
decreases were offset in part by our purchase of an additional 25% interest in
one of our movie theater joint ventures as of October 1, 2003 resulting in an
increase in our equity in earnings from this venture.
We will continue to acquire, solely for our own account, improved commercial
properties in accordance with our business and investment strategies. We may
from time to time acquire other properties with joint venture partners.
Expenses
Depreciation and amortization expense increased by $608,000, or 39.2%, and
$356,000, or 45.5%, to $2.2 million and $1.1 million for the six and three
months ended June 30, 2004 from $1.6 million and $782,000 for the six and three
months ended June 30, 2003. The increase in depreciation and amortization
expense was primarily due to the acquisition of eight properties between
February 2003 and May 2004.
Interest-mortgages payable increased by $945,000, or 29.8%, and $513,000, or
32.2%, to $4.1 million and $2.1 million for the six and three months ended June
30, 2004, from $3.2 million and $1.6 million for the six and three months ended
June 30, 2003. This increase resulted from mortgages placed on two properties in
October 2003, the assumption of mortgages in connection with the purchase of
four properties between February 2003 and March 2004 and the refinancing of one
property.
Interest-line of credit, which includes amortization of deferred line of credit
costs in 2004 and a 1/4% unused facility fee in both years, decreased by
$82,000, or 39%, and $21,000 or 21.6% to $128,000 and $76,000 for the six and
three months ended June 30, 2004 from $210,000 and $97,000 for the six and three
months ended June 30, 2003. This decrease resulted from our repayment of all of
the outstanding indebtedness under our line of credit during 2003.
General and administrative expenses increased $536,000, or 50.3%, to $1.6
million for the six months ended June 30, 2004 from $1.1 million for the six
months ended June 30, 2003. For the three months ended June 30, 2004, general
and administrative expenses increased by $221,000, or 42.1%, to $746,000 from
$525,000 for the three months ended June 30, 2003. The increase in the six month
period was due to a combination of factors, including a $101,000 non-recurring
fee for the initial listing of our common stock on the New York Stock Exchange
in January 2004. In addition, general and administrative expenses increased due
to increases of $104,000 and $38,000 in payroll and payroll expenses for the six
and three months ended June 30, 2004, including increases of approximately
$44,000 and $2,000 in the six and three months ended June 30, 2004 for executive
and support personnel, primarily for legal and accounting services, allocated to
us pursuant to a Shared Services Agreement among 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 of
an increased revolving credit facility, mortgage refinancings, compliance with
the Sarbanes-Oxley Act and new accounting pronouncements. The increase in
payroll expenses is also due to a $25,000 increase in the annual base salary and
an increase of $50,000 in the annual bonus to our president and chief executive
officer. Also included in the six and three months ended June 30, 2004 is
compensation expense of $105,000 and $81,000 relating to the issuance of
restricted stock, with no comparable expense in the June 30, 2003 periods. The
balance of the increase in general and administrative expenses for the six and
three months ended June 30, 2004 is due to an increase in a number of items
including professional fees of approximately $113,000 and $50,000 relating to
costs associated with the implementation of the internal control audit required
by the end of the current fiscal year, legal bills relating to compliance with
Sarbanes-Oxley and fees relating to transactions that were not consummated.
Additionally, there was an increase for the six and three months ended June 30,
2004 in state taxes of approximately $25,000 and $10,000 and travel and other
miscellaneous expenses, all primarily due to our increased business activity.
Real estate expenses increased by $70,000, or 25.4%, and $26,000, or 14.4% to
$346,000 and $206,000 for the six and three months ended June 30, 2004, from
$276,000 and $180,000 for the six and three months ended June 30, 2003. This
increase was primarily due to legal fees relating to properties, as well as
utilities and operating expenses on one vacant property. This vacant property
was sold in July 2004. Additionally, the six and three months ended June 30,
2004 includes the amortization of leasing commissions and non-recurring landlord
repairs.
Liquidity and Capital Resources
We had cash and cash equivalents of $20.9 million at June 30, 2004. Our primary
sources of liquidity are cash and cash equivalents, our revolving credit
facility and cash generated from operating activities, including mortgage
financings. We have a $62.5 million revolving credit facility with Valley
National Bank, Merchants Bank Division, Bank Leumi USA, Manufacturers and
Traders Trust Company and Israel Discount Bank of New York. This facility is
available to us to pay down existing mortgages, to fund the acquisition of
properties or to invest in joint ventures. The facility matures on March 31,
2007. Borrowings under the facility bear interest at the lower of LIBOR plus
2.5% or at the bank's prime rate 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
properties. There is currently no balance outstanding under the facility.
We are involved in various stages of negotiation with respect to the acquisition
of additional net leased properties. We will use cash provided from operations,
cash provided from mortgage financings, the balance of the funds available from
the public offering completed on October 31, 2003 and funds available under our
credit facility to fund additional acquisitions.
The following sets forth our contractual cash obligations as of June 30, 2004,
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):
Less than 1 - 3 4 - 5 More than
Contractual Obligations Total 1 Year Years Years 5 Years
- ----------------------- ----- ------ ----- ----- --------
Mortgages payable -
Interest and amortization $ 96,765 $ 9,968 $ 19,218 $ 18,122 $ 49,457
Mortgages payable -
Balances due at maturity 74,558 8,249 2,276 9,390 54,643
-------- -------- -------- -------- --------
Total $171,323 $ 18,217 $ 21,494 $ 27,512 $104,100
As of June 30, 2004, we had outstanding approximately $112 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 $29.2 million due in the
next three years will be paid primarily from cash generated from our operations.
We anticipate that loan maturities of approximately $10.5 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, 2004.
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 the 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 mortgage debt bears interest at fixed rates and
accordingly, the effect of changes in interest rates would not impact the amount
of interest expense that the Company incurs under these mortgages. The Company's
credit line is a variable rate facility which is sensitive to interest rates.
However, at June 30, 2004, no amounts were outstanding under the facility.
Item 4. - Controls and Procedures
As required under Rules 13a-15 (e) and 15d-15 (e) under the Securities Exchange
Act of 1934, we carried out an evaluation under the supervision and with the
participation of our management, including our Chief Executive Officer and Chief
Financial Officer, of the effectiveness of the design and operation of our
disclosure controls and procedures (as defined in Rule 13a-15(e) under the
Securities Exchange Act of 1934). Based upon that evaluation, the Chief
Executive Officer and Chief Financial Officer concluded that our disclosure
controls and procedures as of June 30, 2004 are effective.
There were no changes in our internal control over financial reporting (as
defined in Rule 13a-15(f) under the Securities Exchange Act of 1934) during the
first six months of the fiscal year ending December 31, 2004 that materially
affected, or are reasonably likely to materially affect, our internal control
over financial reporting.
PART II - OTHER INFORMATION
Item 4. - Submission of Matters to a Vote of Security Holders
---------------------------------------------------
The Annual Meeting of stockholders of the registrant was held on June 14, 2004.
The following persons were elected Directors at the Annual Meeting:
NAME VOTES FOR VOTES WITHHELD
---- --------- --------------
Joseph A. Amato 8,377,673 212,166
Jeffrey A. Gould 8,378,573 211,266
Matthew J. Gould 8,345,764 244,075
J. Robert Lovejoy 8,493,723 96,116
Joseph A. DeLuca 8,493,723 96,116
Jeffrey Fishman 8,378,573 211,266
Joseph A. Amato, Jeffrey A. Gould, Matthew J. Gould and J. Robert Lovejoy were
elected to serve until the 2007 Annual Meeting. Joseph A. DeLuca was elected
to serve until the 2006 Annual Meeting and Jeffrey Fishman was elected to serve
until the 2005 Annual Meeting.
The term of office of the following Directors continued after the meeting:
NAME TERM OF OFFICE
---- --------------
James J. Burns Until the 2006 Annual Meeting.
Fredric H. Gould Until the 2006 Annual Meeting.
Charles Biederman Until the 2005 Annual Meeting.
Patrick J. Callan, Jr. Until the 2005 Annual Meeting.
Marshall Rose Until the 2005 Annual Meeting.
The stockholders also voted upon a proposal to approve (a) an Amendment to the
registrant's Articles of Incorporation to (i) remove the $16.50 cumulative
convertible preferred stock from the registrant's authorized capital stock, (ii)
renumber and reletter subsections and revise cross references as a result of the
deletion of the text setting forth the terms of such preferred stock, (iii)
update outdated references to statutes, organizations and associations, and (b)
the Restatement of the registrant's Articles of Incorporation to integrate and
combine the full text of the Articles of Incorporation, as amended, into one
document. 8,509,304 votes were cast in favor of the proposal, 62,820 votes were
cast against the proposal and 17,750 votes abstained with respect to the
proposal.
The stockholders also voted on the ratification of the appointment of Ernst &
Young, LLP as the registrant's independent auditors for 2004. 8,563,574 votes
were cast in favor of the selection of Ernst & Young, LLP as the independent
auditors for the year ended December 31, 2004, 14,043 votes were cast against
the proposal and 12,222 votes abstained with respect to the proposal.
Item 6. - Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit 3.1 Restated Articles of Incorporation.
Exhibit 31.1 Certification of President and Chief Executive
Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
Exhibit 31.2 Certification of Senior Vice President and Chief
Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
Exhibit 32.1 Certification of President and Chief Executive
Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
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 April 14, 2004 to report the acquisition of a
property in Knoxville, Tennessee. Audited financial statements and
unaudited pro forma financial statements regarding this acquisition
were filed on Form 8-K/A on June 10, 2004.
A Form 8-K was filed on May 11, 2004 which attached the press release
issued the same day disclosing information regarding the results of
operations for the three months ended March 31, 2004 and financial
condition at March 31, 2004.
A Form 8-K was filed on June 8, 2004 to report an amendment to the
Registrant's existing $30 million revolving credit facility to add
two new lenders and to increase the total amount of the facility to
$62.5 million.
A Form 8-K was filed on June 9, 2004, which attached a press release
issued by General Electric Capital Business Asset Funding Corporation
on behalf of a new strategic alliance entered into between General
Electric Capital Business Asset Funding Corporation and the
Registrant.
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 9, 2004 /s/ Jeffrey Fishman
- -------------- -------------------
Date Jeffrey Fishman
President and
Chief Executive Officer
(authorized officer)
August 9, 2004 /s/ David W. Kalish
- -------------- ------------------------
Date David W. Kalish
Senior Vice President and
Chief Financial Officer
(principal financial officer)
EXHIBIT 3.1
-----------
ONE LIBERTY PROPERTIES, INC.
ARTICLES OF AMENDMENT AND RESTATEMENT
This is to certify that:
FIRST: One Liberty Properties, Inc., a Maryland Corporation
-----
(the "Corporation"), desires to amend and restate its Articles of Incorporation
as currently in effect and as hereafter amended.
SECOND: The following provisions are all the provisions of
------
the Articles of Incorporation currently in effect and as hereinafter amended:
ARTICLE I
---------
NAME
----
The name of the Corporation is:
ONE LIBERTY PROPERTIES, INC.
ARTICLE II
----------
PURPOSES
--------
The purpose for which the Corporation is formed is to engage in any lawful act
or activity for which corporations may be organized under the General Laws of
the State of Maryland as now or hereafter in force.
ARTICLE III
-----------
PRINCIPAL OFFICE AND RESIDENT AGENT
-----------------------------------
The post-office address of the principal office of the Corporation in the State
of Maryland is c/o CSC - Lawyers Incorporating Service Company, 11 East Chase
Street, Baltimore, Maryland 21202. The name of the resident agent of the
Corporation in the State of Maryland is CSC - Lawyers Incorporating Service
Company, a corporation of the State of Maryland, and the post-office address of
the resident agent is 11 East Chase Street, Baltimore, Maryland 21202.
ARTICLE IV
----------
CAPITAL STOCK
-------------
(1) The total number of shares of capital stock which the Corporation shall
have authority to issue is twenty-five million (25,000,000) shares, all of one
class and designated Common Stock, of the par value of One Dollar ($1.00) per
share and of the aggregate par value of Twenty-Five Million Dollars
($25,000,000).
(2) Each share of Common Stock shall entitle the owner thereof to vote at the
rate of one (1) vote for each share held.
(3) Any fractional shares shall carry proportionately all the rights of a
whole share, excepting any right to receive a certificate evidencing such
fractional share, but including, without limitation, the right to vote and the
right to receive dividends.
(4) All persons who shall acquire stock in the Corporation shall acquire the
same subject to the provisions of these Articles of Incorporation and the
by-laws of the Corporation.
ARTICLE V
---------
PROVISIONS FOR DEFINING, LIMITING AND
-------------------------------------
REGULATING CERTAIN POWERS OF THE
--------------------------------
CORPORATION AND OF THE DIRECTORS AND STOCKHOLDERS
-------------------------------------------------
(1) The number of directors of the Corporation shall be three (3), which
number may be increased pursuant to the by-laws of the Corporation but shall
never be less than three. Commencing with the annual meeting of stockholders
held on May 22, 1984, the directors of the Corporation shall be classified with
respect to the time for which they shall severally hold office by dividing them
into three classes, each class to be as nearly equal in number as possible,
which classes shall be designated as Class 1, Class 2 and Class 3. Subject to
the provisions hereof, the number of directors in each class shall from time to
time be designated by the Board of Directors of the Corporation pursuant to the
by-laws. The Class 1 director shall be elected initially for a term of one year;
the Class 2 directors shall be elected initially for a term of two years; and
the Class 3 directors shall be elected initially for a term of three years. At
each annual meeting, the successors to the class of directors whose terms shall
expire that year shall be elected to hold office for a term of three years so
that each term of office of one class of directors shall expire in each year.
(2) The Board of Directors of the Corporation is hereby empowered to
authorize the issuance from time to time of shares of capital stock, whether now
or hereafter authorized, for such consideration as the Board of Directors may
deem advisable, subject to such limitations as may be set forth in these
Articles of Incorporation or in the by-laws of the Corporation or in the General
Laws of the State of Maryland.
(3) No holder of shares of stock of the Corporation shall, as such holder,
have any right to purchase or subscribe for any shares of the capital stock of
the Corporation or any other security of the Corporation which it may issue or
sell (whether out of the number of shares authorized by these Articles of
Incorporation, or out of any shares of the capital stock of the Corporation
acquired by it after the issue thereof, or otherwise) other than such right, if
any, as the Board of Directors, in its discretion, may determine.
(4) Each holder of stock of the Corporation shall upon demand disclose to the
Board of Directors in writing such information with respect to direct and
indirect ownership of securities of the Corporation as the Board of Directors
deems necessary to comply with provisions of the Internal Revenue Code of 1986,
as from time to time amended, applicable to the Corporation, or to comply with
the requirements of any taxing authority.
(5) Each, director, officer and employee of the Corporation shall be
indemnified by the Corporation to the full extent permitted by the General Laws
of the State of Maryland, as now or hereafter in force.
(6) The Board of Directors of the Corporation may make, alter or repeal from
time to time any of the by-laws of the Corporation except any particular by-law
which is specified as not subject to alteration or repeal by the Board of
Directors.
(7) The Board of Directors may authorize, subject to such approval of
stockholders and other conditions, if any, as may be required by any applicable
statute, rule or regulation, the execution and performance by the Corporation of
one or more agreements with any person, corporation, association, company,
trust, partnership (limited or general) or other organization whereby, subject
to the supervision and control of the Board of Directors, any such other person,
corporation, association, company, trust, partnership (limited or general), or
other organization shall render or make available to the Corporation managerial,
investment advisory and/or related services, office space and other services and
facilities (including, if deemed advisable by the Board of Directors, the
management or supervision of the investments of the Corporation) upon such terms
and conditions as may be provided in such agreement or agreements (including, if
deemed fair and equitable by the Board of Directors, the compensation payable
thereunder by the Corporation).
(8) The Board of Directors may authorize any agreement of the character
described in paragraph (7) of this Article V or other transaction with any
person, corporation, association, company, trust, partnership (limited or
general), or other organization, although one or more of the members of the
Board of Directors or officers of the Corporation may be the other party to any
such agreement or an officer, director, stockholder, or member of such other
party, and no such agreement or transaction shall be invalidated or rendered
voidable solely by reason of the existence of any such relationship if (i) the
existence is disclosed or known to: (a) the Board of Directors, and the Board
authorizes, approves, or ratifies the agreement or transaction by the
affirmative vote of a majority of disinterested directors, even if the
disinterested directors constitute less than a quorum; or (b) the stockholders
entitled to vote, and the agreement or transaction is authorized, approved, or
ratified by a majority of votes cast by the stockholders entitled to vote other
than the votes of shares owned of record or beneficially by the interested
director or such other entity or officer, director, stockholder or member
thereof; or (ii) the contract is fair and reasonable to the Corporation. Any
member of the Board of Directors of the Corporation who is also a director or
officer of such other entity or who is so interested or associated with such
other entity may be counted in determining the existence of a quorum at any
meeting of the Board of Directors which shall authorize any such agreement or
transaction, and may vote thereat to authorize any such agreement or
transaction, with like force and effect as if he were not such director or
officer of such other entity or not so interested or associated.
(9) The determination as to any of the following matters made in good faith
by or pursuant to the direction of the Board of Directors consistent with the
charter of the Corporation and in the absence of willful misfeasance, bad faith,
gross negligence or reckless disregard of duties, shall be final and conclusive
and shall be binding upon the Corporation and every holder of shares of its
capital stock, namely: the amount of the net income of the Corporation for any
period and the amount of assets at any time legally available for the payment of
dividends; the amount of paid-in surplus, other surplus, annual or other net
profit, or net assets in excess of capital, undivided profits, or excess of
profits over losses on sales of assets; the amount, purpose, time of creation,
increase or decrease, alteration or cancellation of any reserves or charges and
the propriety thereof (whether or not any obligation or liability for which such
reserves or charges shall have been created shall have been paid or discharged);
the fair values, or any sale, bid or asked price to be applied in determining
the fair value, of any asset owned or held by the Corporation; and any matter
relating to the acquisition, holding and disposition of any assets by the
Corporation.
(10) Notwithstanding any provision of the General Laws of the State of
Maryland requiring any action to be taken or authorized by the affirmative vote
of the holders of a greater proportion than a majority of the shares or of the
shares of each class, or otherwise to be taken or authorized by vote of the
stockholders, such action shall be effective and valid, except as otherwise
provided in Article VII hereof, if taken or authorized by the affirmative vote
of the holders of a majority of the total number of shares outstanding and
entitled to vote thereon.
(11) Only the stockholders may, at any meeting of stockholders duly called
and at which a quorum is present, by the affirmative vote or consent of the
holders of a majority of all of the outstanding shares entitled to vote, remove
any director or directors from office, and only for cause, and may elect a
successor or successors to fill any resulting vacancies for the unexpired terms
of removed directors.
(12) To the maximum extent that Maryland law in effect from time to time
permits limitation of the liability of directors and officers, no director or
officer of the Corporation shall be liable to the Corporation or its
stockholders for money damages.
Neither the amendment nor repeal of this Paragraph, nor the adoption or
amendment of any provision of the Articles of Incorporation or By-laws
inconsistent with this Paragraph, shall apply to or affect in any respect the
applicability of the preceding sentence with respect to any act or failure to
act which occurred prior to such amendment, repeal or adoption.
ARTICLE VI
----------
REDEMPTION
----------
If at any time the Board of Directors shall in good faith be of the opinion
that direct or indirect ownership of shares of stock of the Corporation has or
may become concentrated to an extent which would cause the Corporation to fail
to qualify or be disqualified as a real estate investment trust by virtue of
Sections 856(a)(5) or (6) of the Internal Revenue Code of 1986, as amended, or
similar provisions of successor statutes, pertaining to the qualification of the
Corporation as a real estate investment trust, the Board of Directors shall have
the power (i) by lot or other means deemed equitable by them to call for
purchase from any stockholder of the Corporation a number of shares sufficient
in the opinion of the Board of Directors to maintain or bring the direct or
indirect ownership of shares of stock of the Corporation into conformity with
the requirements of said Sections 856(a)(5) and (6) pertaining to the
Corporation, and (ii) to refuse to transfer or issue shares of the Corporation
to any person whose acquisition of such shares would, in the opinion of the
Board of Directors, result in the Corporation being unable to conform to the
requirements of said Sections 856(a)(5) and (6). The purchase price for any
shares of stock purchased pursuant hereto (i) shall be equal to the fair market
value of the shares as reflected in the closing sale price for the shares, if
then listed on a national securities exchange, or the average of the closing
sales prices for the shares if then listed on more than one national securities
exchange, (ii) if the shares are not at the time listed or admitted for trading
on any such exchange, then such price as shall be equal to the last reported
sale price, or if there is no such sale price, the average of the last reported
bid and asked prices, as reported by the National Association of Securities
Dealers Automated Quotation System ("NASDAQ"), (iii) if the shares are not at
the time quoted on the NASDAQ, then such price shall be equal to the last
reported bid and asked prices as reported by the OTC Bulletin Board, or any
similar reputable quotation and reporting service, if such quotation is not
reported by the OTC Bulletin Board, or (iv) if no such closing sales prices or
quotations are available, then the purchase price shall be equal to the net
asset value of such stock as determined by the Board of Directors in accordance
with the provisions of applicable law. Payment of the purchase price shall be
made in cash by the Corporation at such time and in such manner as may be
determined by the Board of Directors of the Corporation. From and after the date
fixed for purchase by the Board of Directors, the holder of any shares of stock
so called for purchase shall cease to be entitled to distributions, voting
rights and other benefits with respect to such shares, excepting only the right
to payment of the purchase price fixed as aforesaid. Any transfer of shares that
would prevent the corporation from continuing to be qualified as a real estate
investment trust by virtue of the application of said Sections 856(a)(5) and (6)
shall be deemed void ab initio and the intended transferees shall be deemed
never to have had an interest therein. If the foregoing provision is determined
to be void or invalid by virtue of any legal decision, statute, rule or
regulation, then the transferee of such shares shall be deemed, at the option of
the Corporation, to have acted as agent on behalf of the Corporation in
acquiring such shares and to hold such shares on behalf of the Corporation.
ARTICLE VII
-----------
AMENDMENTS
----------
The Corporation reserves the right from time to time to make any amendments
to its charter which may be now or hereafter authorized by law, including any
amendments changing the terms or contract rights of any of its outstanding stock
by classification, re-classification, or otherwise. No such amendment which
changes the terms or contract rights of any of its outstanding stock shall be
valid unless such amendment shall have been authorized by not less than
two-thirds of the aggregate number of votes entitled to be cast thereon by a
vote at a meeting or in writing with or without a meeting. Any other amendment
to the corporation's charter shall be valid if such amendment shall have been
authorized by not less than a majority of the aggregate number of votes entitled
to be cast thereon by a vote at a meeting or in writing with or without a
meeting. All rights and powers conferred by the charter of the Corporation on
stockholders, directors and officers are granted subject to this reservation.
ARTICLE VIII
------------
PERPETUAL EXISTENCE
-------------------
The Corporation is to have perpetual existence.
ARTICLE IX
----------
INAPPLICABILITY OF SUBTITLE 6 OF TITLE 3 OF THE MARYLAND GENERAL CORPORATION LAW
- --------------------------------------------------------------------------------
The Corporation expressly elects not to be subject to or governed by the
provisions of Subtitle 6 of Title 3 of the Maryland General Corporation Law, or
any substantially similar successor law."
THIRD: The amendment and restatement of the Articles of
-----
Incorporation as hereinafter set forth herein has been duly considered
and approved by the Board of Directors and approved by the stockholders
of the Corporation as required by law.
FOURTH: The current address of the principal office of the
------
Corporation in the State of Maryland is as set forth in Article III of
the preceding amendment and restatement of the Articles of
Incorporation.
FIFTH: The name and address of the Corporation's resident
-----
agent is as set forth in Article III of the preceding amendment and
restatement of the Articles of Incorporation.
SIXTH: The number of directors of the Corporation, as
-----
increased pursuant to the by-laws, as set forth in Article V of the
foregoing Articles of Incorporation has been set at eleven and the
names of those currently serving as directors are: Fredric H. Gould,
James J. Burns and Joseph A. DeLuca as Class 1 directors, Charles
Biederman, Patrick J. Callan, Jr., Marshall Rose and Jeffrey Fishman as
Class 2 directors; and Joseph A. Amato, Jeffrey A. Gould, Matthew J.
Gould and J. Robert Lovejoy as Class 3 directors.
SEVENTH: The undersigned President acknowledges the Articles
-------
of Amendment and Restatement to be the corporate act of the Corporation
and as to all matters or facts required to be verified under oath, the
undersigned President acknowledges that to the best of his knowledge,
information and belief, these matters and facts are true in all
material respects and that this statement is made under the penalties
of perjury.
IN WITNESS WHEREOF, the Corporation has caused these Articles to be signed in
its name and on its behalf by its President and attested to by its Secretary on
the 20th day of July 2004.
ONE LIBERTY PROPERTIES, INC.
By: /s/ Jeffrey Fishman
-------------------------
ATTEST: Jeffrey Fishman, President
By: /s/ Mark H. Lundy
-----------------
Mark H. Lundy, Secretary
EXHIBIT 31.1
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 June 30, 2004 of One Liberty Properties, Inc.
2. Based on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects
the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officers 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
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 (the registrant's fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely to
materially affect, the registrant's internal control over financial
reporting; and
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to
the registrant's auditors and the audit committee of the registrant's board
of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to
record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
control over financial reporting.
Date: August 9, 2004 /s/ Jeffrey Fishman
-------------------
Jeffrey Fishman
President and Chief Executive Officer
EXHIBIT 31.2
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 June 30, 2004 of One Liberty Properties, Inc.
2. Based on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects
the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officers 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 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 (the registrant's fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely to
materially affect, the registrant's internal control over financial
reporting; and
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to
the registrant's auditors and the audit committee of the registrant's board
of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process,
summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control
over financial reporting.
Date: August 9, 2004 /s/ David W. Kalish
------------------------
David W. Kalish
Senior Vice President
and Chief Financial Officer
EXHIBIT 32.1
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 based upon a review of the Quarterly Report on Form 10-Q for
the quarterly period ended June 30, 2004 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 9, 2004 /s/ Jeffrey Fishman
-----------------------
Jeffrey Fishman
President and Chief Executive Officer
EXHIBIT 32.2
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 based upon a review of the Quarterly Report on
Form 10-Q for the quarterly period ended June 30, 2004 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 9, 2004 /s/ David W. Kalish
-------------------------------
David W. Kalish
Senior Vice President
and Chief Financial Officer