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 September 30, 2004
OR
[ ] Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Commission File Number 001-09279
ONE LIBERTY PROPERTIES, INC.
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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
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Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
As of November 4, 2004, the registrant had 9,777,889 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)
September 30, December 31,
2004 2003
-------------- ------------
(Unaudited)
Assets
Real estate investments, at cost
Land $ 43,360 $ 37,880
Buildings and improvements 183,726 153,591
-------- --------
227,086 191,471
Less accumulated depreciation 17,264 14,155
-------- --------
209,822 177,316
Investment in unconsolidated joint ventures 30,436 24,441
Cash and cash equivalents 13,486 45,944
Unbilled rent receivable 4,909 4,264
Escrow deposits and other receivables 2,079 3,323
Investment in BRT Realty Trust-(related party) 650 867
Deferred financing costs 2,435 1,962
Other assets (including available-for-sale securities
of $150 and $146) 1,468 972
-------- --------
Total assets $265,285 $259,089
======== ========
Liabilities and Stockholders' Equity
Liabilities:
Mortgages payable $114,993 $106,133
Dividends payable 3,220 3,400
Accrued expenses and other liabilities 2,367 3,587
-------- --------
Total liabilities 120,580 113,120
-------- --------
Commitments and contingencies - -
Stockholders' equity:
Common stock, $1 par value; 25,000 shares
authorized; 9,698 and 9,605 shares
issued and outstanding 9,698 9,605
Paid-in capital 132,912 130,863
Accumulated other comprehensive income - net
unrealized gain on available-for-sale securities 612 823
Unearned compensation (984) (447)
Accumulated undistributed net income 2,467 5,125
-------- --------
Total stockholders' equity 144,705 145,969
-------- --------
Total liabilities and stockholders' equity $265,285 $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 Nine Months Ended
September 30, September 30,
2004 2003 2004 2003
---- ---- ---- ----
Revenues:
Rental income $ 6,275 $ 4,914 $17,970 $13,904
Interest and other income (including $-0- and $194
in the 2003 periods from an affiliated joint venture) 72 141 225 377
------- ------- ------- -------
6,347 5,055 18,195 14,281
------- ------- ------- -------
Expenses:
Depreciation and amortization 1,173 866 3,334 2,419
Interest - mortgages payable 2,126 1,675 6,242 4,846
Interest - line of credit 128 216 256 427
Leasehold rent 42 - 42 -
General and administrative 801 584 2,402 1,649
Public offering expenses - 25 - 25
Real estate expenses 320 127 667 403
------- ------- ------- -------
4,590 3,493 12,943 9,769
------- ------- ------- -------
Earnings before equity in earnings of unconsolidated
joint ventures and gain on sale 1,757 1,562 5,252 4,512
Equity in earnings of unconsolidated joint ventures 669 591 1,639 1,834
Gain on sale of available-for-sale securities - - 1 -
Gain on sale of real estate 73 - 73 14
------- ------- ------- -------
Net income $ 2,499 $ 2,153 $ 6,965 $ 6,360
======= ======= ======= =======
Calculation of net income applicable to common stockholders:
Net income $ 2,499 $ 2,153 $ 6,965 $ 6,360
Less: dividends on preferred stock - 259 - 778
------- ------- ------- -------
Net income applicable to
common stockholders $ 2,499 $ 1,894 $ 6,965 $ 5,582
======= ======= ======= =======
Weighted average number of common shares outstanding:
Basic 9,749 5,706 9,711 5,675
===== ===== ===== =====
Diluted 9,762 5,740 9,729 5,708
===== ===== ===== =====
Net income per common share:
Basic $ .26 $ .33 $ .72 $ .98
======= ======= ======= =======
Diluted $ .26 $ .33 $ .72 $ .98
======= ======= ======= =======
Cash distributions per share:
Common stock $ .33 $ .33 $ .99 $ .99
======= ======= ======= =======
Preferred stock $ - $ .40 $ - $ 1.20
======= ======= ======= =======
See accompanying notes to consolidated financial statements.
ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
For the nine month period ended September 30, 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 - - - - - (9,623) (9,623)
Exercise of options - 38 424 - - - 462
Shares issued through
dividend reinvestment plan - 53 928 - - - 981
Issuance of restricted stock - - 699 - (699) - -
Restricted stock vesting - 2 (2) - - - -
Compensation expense -
restricted stock - - - - 162 - 162
Net income - - - - - 6,965 6,965
Other comprehensive income-
net unrealized (loss) on
available-for-sale securities - - - (211) - - (211)
-------
Comprehensive income 6,754
------- ------- -------- ------- ------- -------- -------
Balances, September 30, 2004 $ - $ 9,698 $132,912 $ 612 $ (984) $ 2,467 $144,705
======= ======= ======== ======= ======= ======== ========
See accompanying notes to consolidated financial statements.
ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in Thousands)
(Unaudited)
Nine Months Ended
September 30,
2004 2003
---- ----
Cash flows from operating activities:
Net income $ 6,965 $ 6,360
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 (73) (14)
Increase in rental income from straight-lining of rent (645) (849)
Decrease in rental income from amortization of
intangibles relating to leases 30 -
Amortization of restricted stock expense 162 16
Equity in earnings of unconsolidated joint ventures (1,639) (1,834)
Distributions from unconsolidated joint ventures 1,830 1,751
Payments to minority interest by subsidiary - (18)
Depreciation and amortization 3,334 2,419
Amortization of financing costs included in interest expense 351 231
Changes in assets and liabilities:
Increase in escrow, deposits and other receivables (610) (857)
Increase in accrued expenses and other liabilities 23 642
------- -------
Net cash provided by operating activities 9,727 7,847
------- -------
Cash flows from investing activities:
Additions to real estate (31,646) (23,719)
Net proceeds from sale of real estate 1,302 159
Net proceeds from condemnation of real estate - 32
Investment in unconsolidated joint ventures (6,186) (952)
Distributions of refinancing proceeds from unconsolidated
joint ventures - 6,859
Investment in mortgages receivable - (7,000)
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 investing activities (36,527) (18,116)
------- -------
Cash flows from financing activities:
Repayment of mortgages payable (1,725) (1,102)
Proceeds from mortgages payable 5,250 2,912
Payment of financing costs (823) (839)
Proceeds from bank line of credit, net - 14,000
Cash distributions - common stock (9,803) (5,601)
Cash distributions - preferred stock - (778)
Proceeds from the exercise of stock options 462 631
Issuance of shares through dividend reinvestment plan 981 687
Collection of note receivable - officer - 166
------- -------
Net cash (used in) provided by financing activities (5,658) 10,076
------- -------
Net decrease in cash and cash equivalents (32,458) (193)
Cash and cash equivalents at beginning of period 45,944 2,624
------- -------
Cash and cash equivalents at end of period $13,486 $ 2,431
======= =======
Supplemental disclosures of cash flow information:
Cash paid during the period for interest $ 6,027 $ 5,011
Supplemental schedule of non-cash investing and financing activities:
Assumption of mortgages payable in connection with purchase of real estate $ 7,085 $15,121
See accompanying notes to consolidated financial statements.
One Liberty Properties, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Note 1 - Basis of Preparation
The accompanying interim unaudited consolidated financial statements as of
September 30, 2004 and for the nine and three months ended September 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 nine and three months ended September
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 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 nine and three months ended September 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 exercisable for or convertible into Common Stock
were exercised or converted or resulted in the issuance of Common Stock that
shared in the earnings of the Company. For the nine and three month periods
ended September 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 (18,190 and 13,761 for
the nine and three months ended September 30, 2004, respectively and 32,415 and
34,422 for the nine and three months ended September 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 joint venture partner in five unconsolidated joint ventures
which own and operate thirteen properties. The Company is the managing member in
four of such five joint ventures. The following tables present unaudited
condensed financial statements of the two most significant joint ventures, both
with the same venturer, in which the Company is the managing member (amounts in
thousands):
Joint Venture #1
----------------
Condensed Balance Sheets September 30, 2004 December 31, 2003
- ------------------------ ------------------ -----------------
(audited)
Cash and cash equivalents $ 593 $ 695
Real estate investments, net 54,822 55,684
Deferred financing costs 545 597
Unbilled rent receivable 1,019 712
Other assets - 9
-------- --------
Total assets $ 56,979 $ 57,697
======== ========
Mortgage loans payable $ 32,810 $ 33,414
Other liabilities 558 696
Equity 23,611 23,587
-------- --------
Total liabilities and equity $ 56,979 $ 57,697
======== ========
Company's equity investment $ 12,763 $ 12,765
======== ========
Three Months Ended Nine Months Ended
September 30, September 30,
------------- -------------
Condensed Statements of Operations 2004 2003 2004 2003
- ---------------------------------- ---- ---- ---- ----
Revenues, primarily rental income $ 1,834 $ 1,834 $ 5,501 $ 5,502
------- ------- ------- -------
Depreciation and amortization 289 288 866 863
Mortgage interest 661 676 1,994 1,915
Operating expenses 65 89 221 229
------- ------- ------- -------
Total expenses 1,015 1,053 3,081 3,007
------- ------- ------- -------
Net income attributable to members $ 819 $ 781 $ 2,420 $ 2,495
======= ======= ======= =======
Company's share of net income $ 410 $ 195 $ 1,210 $ 624
======= ======= ======= =======
Amount recorded in income statement (A) $ 405 $ 195 $ 1,195 $ 624
======= ======= ======= =======
Distributions received by the Company:
From operations $ 386 $ 193 $ 1,197 $ 652
======= ======= ======= =======
From mortgage proceeds $ - $ - $ - $ 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 a
premium 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 September 30, 2004 December 31, 2003
- ------------------------ ------------------ -----------------
(audited)
Cash and cash equivalents $ 520 $ 799
Real estate investments, net 41,703 41,532
Deferred financing costs 459 478
Unbilled rent receivable 768(A) 830
Other assets - 21
-------- --------
Total assets $ 43,450 $ 43,660
======== ========
Mortgage loans payable $ 25,748 $ 26,171
Other liabilities 688 686
Equity 17,014 16,803
-------- --------
Total liabilities and equity $ 43,450 $ 43,660
======== ========
Company's equity investment $ 8,401 $ 8,296
======== ========
Three Months Ended Nine Months Ended
September 30, September 30,
Condensed Statements of Operations 2004 2003 2004 2003
- ---------------------------------- ---- ---- ---- ----
Revenues, primarily rental income $ 1,131(A) $ 1,372 $ 2,808(A) $ 3,928
------- ------- ------- -------
Depreciation and amortization 202 201 607 603
Mortgage interest 517 529 1,552 1,354(B)
Operating expenses 28 15 61 40
------- ------- ------- -------
Total expenses 747 745 2,220 1,997
------- ------- ------- -------
Net income attributable to members $ 384 $ 627 $ 588 $ 1,931
======= ======= ======= =======
Company's share of net income $ 192 $ 313 $ 294 $ 966
======= ======= ======= =======
Distributions received by the Company:
From operations $ 146 $ 232 $ 438 $ 802
======= ======= ======= =======
From mortgage proceeds $ - $ - $ - $ 5,514
======= ======= ======= =======
(A) During 2004, a reserve was taken against the entire balance of unbilled
rent receivable relating to two movie theaters under common control.
This reserve amounted to $874 and $146 for the nine and three months
ended September 30, 2004. During the three months ended September 30,
2004 rent was paid in compliance with a stipulation on one of these
theaters. Regarding the other theater (which was under construction),
the Company has executed a lease termination agreement. The Company has
evaluated and determined that an impairment reserve is not required for
either of these two theater properties.
(B) Includes $194 for the nine months ended September 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 remaining three unconsolidated joint ventures include a recently organized
joint venture in which the Company invested approximately $6,000,000 in August
2004, for a 50% interest. The joint venture purchased a manufacturing/
warehouse/office property located in South Milwaukee, Wisconsin. Each of these
three joint ventures own one property. At September 30, 2004 and December 31,
2003, the Company's equity investment in these three joint ventures totaled
$9,272,000 and $3,380,000, respectively, and they contributed $150,000 and
$244,000, respectively, in equity earnings for the nine months ended September
30, 2004 and 2003, and $72,000 and $83,000, respectively, for the three months
ended September 30, 2004 and 2003.
Note 4 - Property Acquisitions
On August 10, 2004, the Company acquired the leasehold position of a property
located in North Carolina for cash consideration of approximately $8,300,000.
The property is improved with a 16 screen movie theater. In connection with the
purchase price allocation for this acquisition, the Company identified acquired
intangible assets of $33,000. These intangibles are being amortized over the
term of the underlying lease and the unamortized balance has been reflected in
Other Assets in the accompanying consolidated balance sheets.
Note 5 - Common Stock Dividend Distribution
On September 10, 2004, the Board of Directors declared a quarterly cash
distribution of $.33 per share on the Company's Common Stock which was paid on
October 1, 2004 to stockholders of record on September 21, 2004.
Note 6 - Comprehensive Income
Comprehensive income for the nine and three month periods ended September 30,
2004 and 2003 are as follows (amounts in thousands):
Three Months Ended Nine Months Ended
September 30, September 30,
------------- -------------
2004 2003 2004 2003
---- ---- ---- ----
Net income $ 2,499 $ 2,153 $ 6,965 $ 6,360
Other comprehensive income -
Unrealized gain (loss) on
available-for-sale securities 66 102 (211) 201
-------- -------- -------- --------
Comprehensive income $ 2,565 $ 2,255 $ 6,754 $ 6,561
======== ======== ======== ========
Accumulated other comprehensive income, which is solely comprised of the net
unrealized gain on available-for-sale securities was $612,000 and $513,000 at
September 30, 2004 and 2003, respectively.
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 September 30, 2004,
One Liberty Properties, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(Continued)
Note 7 - Restricted Stock (Continued)
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 nine
and three months ended September 30, 2004, the Company recorded $162,000 and
$58,000, respectively, of compensation expense. For the nine month period ended
September 30, 2004, the $162,000 includes $28,000 of compensation expense due to
the accelerated vesting of 1,750 shares of restricted stock that had been
awarded to a retired board member.
Note 8 - Gain on Sale of Real Estate
During the quarter ended September 30, 2004, the Company's gain on sale of real
estate primarily resulted from its granting of an underground easement to a
power company at its property located in Columbus, Ohio for $61,000.
Note 9 - Line of Credit
On June 4, 2004, the Company amended 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 two new lenders are 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 was
no balance outstanding under the facility at September 30, 2004.
Note 10 - Subsequent Events
On October 18, 2004, the Company acquired a manufacturing facility located in
Minnesota, which is leased to a single tenant. The property was acquired for an
all cash purchase price of approximately $17,000,000, of which $7,000,000 was
borrowed under the revolving line of credit. The initial term of the net lease
expires in 2024, with three options to renew, each for a ten-year period.
On November 1, 2004, an unconsolidated joint venture in which the Company holds
a 50% interest, sold for $859,000, its bankruptcy claim in the bankruptcy filed
by a retail tenant. The lease had been disaffirmed by the tenant.
On November 9, 2004, an unconsolidated joint venture in which the Company holds
a 50% interest, acquired a retail property located in Nebraska for a cash
consideration of approximately $13,200,000. The property is net leased to a
single tenant under a lease that expires in January 2021, with six five year
options. The Company funded its 50% contribution of $6,600,000 to the joint
venture by drawing down $5,600,000 under the revolving line of credit and the
balance was funded from cash on hand.
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.
Overview
We are a self-administered real estate investment trust (REIT) and we primarily
own real estate that we net lease to tenants. At September 30, 2004, we own 39
properties, participate in five joint ventures that own a total of 13 properties
and hold a 50% tenancy in common interest in one property. These 53 properties
are located in 19 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 have borrowed funds in the past to finance the purchase of
real estate and we expect 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 August 2004, we acquired the leasehold position of a property located in
North Carolina that is improved with a 16 screen movie theater for a cash
consideration of approximately $8 million. In May 2004, we purchased, in a
single transaction, two free-standing retail buildings located in Georgia, which
are leased to two tenants, for a total cash consideration of $5.6 million. In
March 2004, we purchased for total consideration of $23.1 million, two single
tenant properties, one of which is a megaplex stadium-style movie theater
located in California and the other is an auto dealership located in Tennessee.
We assumed a first mortgage of $7.1 million on the auto dealership.
In August 2004, we contributed approximately $6.6 million to fund our 50%
interest in a joint venture which acquired a manufacturing/warehouse/office
property located in South Milwaukee, Wisconsin.
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 own one partial
stadium-style movie theater, eight megaplex stadium-style movie theaters and a
property under development, acquired for a total consideration of approximately
$100 million. Our equity investment in these ventures at September 30, 2004 was
approximately $21 million, net of distributions from the joint ventures.
At September 30, 2004, excluding mortgages payable of our unconsolidated joint
ventures, we had 29 outstanding mortgages payable, aggregating approximately
$115 million principal amount, each of which is secured by a first lien on an
individual real estate investment. The real properties securing our outstanding
mortgages payable have an aggregate carrying value of approximately $175 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 Nine and Three Months Ended September 30, 2004 and 2003
Revenues
Our revenues consist primarily of rental income from tenants in our rental
properties. Rental income increased by $4.1 million, or 29.2%, to $18 million
for the nine months ended September 30, 2004 from $13.9 million for the nine
months ended September 30, 2003. For the three months ended September 30, 2004,
rental income increased $1.4 million, or 27.7%, to $6.3 million from $4.9
million for the three months ended September 30, 2003. The increase in rental
income is primarily due to $4 million and $1.3 million of rental revenues earned
during the nine and three months ended September 30, 2004, respectively, on nine
properties acquired by us between February 2003 and August 2004. There were also
minor increases in rental income at several of our other properties, offset by
rents not received from one property which became vacant on July 1, 2004 when
the tenant did not renew its lease and from one property leased to a tenant
which filed for bankruptcy protection and disaffirmed its lease.
Interest and other income decreased by $152,000, or 40.3%, to $225,000 for the
nine months ended September 30, 2004 and decreased by $69,000 to $72,000, or
48.9%, for the three months ended September 30, 2004. The primary reason for the
decrease was the reduction in interest earned of $315,000 and $121,000 during
the nine and three months ended September 30, 2003 on short-term mortgages
receivable acquired or originated by us to facilitate acquisitions. Offsetting
this decrease were increases in interest earned of $157,000 and $52,000 during
the nine and three months ended September 30, 2004, on our investment of the
balance of the net proceeds received from our October 2003 public offering.
Our equity in earnings of unconsolidated joint ventures decreased by $195,000,
or 10.6%, to $1.6 million for the nine months ended September 30, 2004. For the
three months ended September 30, 2004, equity in earnings of unconsolidated
joint ventures increased by $78,000, or 13.2%, to $669,000. For the nine and
three months ended September 30, 2004, reserves amounting to $874,000 and
$146,000 were taken by one of our joint ventures against the unbilled rent
receivable balances relating to two movie theaters that were leased to operators
under common control. During the three months ended September 30, 2004 rent was
paid in compliance with a stipulation relating to one of these theaters and for
the other theater (which was under development) we executed a lease termination
agreement. Accordingly, our equity in earnings of this venture decreased by
$671,000 and $121,000 for the nine and three months ended September 30, 2004,
respectively. We have evaluated the situation and determined that an impairment
reserve is not required for either of these two theater properties. 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 increases in our equity in earnings from this venture of
$571,000 and $209,000 for the nine and three months ended September 30, 2004,
respectively. We also participate in a joint venture which was organized in
August 2004 and we recognized income of $58,000 from this venture during the
three months ended September 30, 2004.
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 $915,000, or 37.8%, and
$307,000, or 35.5%, to $3.3 million and $1.2 million, respectively, for the nine
and three months ended September 30, 2004. The increase in depreciation and
amortization expense was primarily due to the acquisition of nine properties
between February 2003 and August 2004.
Interest-mortgages payable increased by $1.4 million, or 28.8%, and $451,000, or
26.9%, to $6.2 million and $2.1 million, respectively, for the nine and three
months ended September 30, 2004. The increase results from mortgages placed on
two properties in October 2003 and on one property in September 2004, the
assumption of mortgages in connection with the purchase of four properties
between February 2003 and March 2004 and refinancing the mortgage on one
property in May 2003.
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
$171,000, or 40%, and $88,000, or 40.7%, to $256,000 and $128,000, respectively,
for the nine and three months ended September 30, 2004. This decrease results
from our repayment of all of the outstanding indebtedness under our line of
credit during 2003.
General and administrative expenses increased $753,000, or 45.7%, to $2.4
million for the nine months ended September 30, 2004. For the three months ended
September 30, 2004, general and administrative expenses increased by $217,000,
or 37.2%, to $801,000. The increase in the nine month period was due to a number
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,
payroll and payroll expenses increased by $191,000 and $87,000, respectively,
for the nine and three months ended September 30, 2004, including increases of
approximately $85,000 and $41,000, respectively, 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. The 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 and compliance with
the Sarbanes-Oxley Act and new accounting pronouncements. The increase in
payroll expenses is also due to a $35,000 increase in the annual base salaries
of our principal executive officers and an increase of $50,000 in the annual
bonus to our chief executive officer. Also included in the nine and three months
ended September 30, 2004 is compensation expense of $163,000 and $58,000
relating to the issuance of restricted stock as compared to an expense of
$16,000 in the comparable September 30, 2003 periods since the issuance of a
restricted stock program in July 2003. The balance of the increase in general
and administrative expenses for the nine and three months ended September 30,
2004 is due to an increase in a number of items including professional fees of
approximately $176,000 and $63,000 relating to costs associated with the
internal control documentation and testing relating to compliance with Section
404 of the Sarbanes-Oxley Act and required by the end of the current fiscal
year, legal expenses relating to compliance with the Sarbanes-Oxley Act and
legal fees relating to transactions that were not consummated. Additionally, for
the nine and three months ended September 30, 2004, state taxes increased by
approximately $33,000 and $8,000, respectively, public company expenses
increased by approximately $31,000 and $8,000, respectively, director and
officer insurance and directors' fees increased by approximately $43,000 and
$27,000, respectively, and travel and other miscellaneous expenses increased by
approximately $31,000 in the nine month period due to our increased business
activity.
Real estate expenses increased by $264,000, or 65.5%, and $193,000, or 152% to
$667,000 and $320,000 for the nine and three months ended September 30, 2004.
This increase was primarily due to utilities and operating expenses on a
property which became vacant on July 1, 2004 when the tenant did not renew its
lease. The increase was also due to real estate tax expense on another vacant
property in which the tenant filed for bankruptcy protection and disaffirmed its
lease. Additionally, real estate expenses for the nine and three months ended
September 30, 2004 includes the amortization of leasing commissions and
non-recurring landlord repairs.
Net Income
For the nine and three months ended September 30, 2004, net income applicable to
common stockholders increased by $1.4 million and $605,000 to $7 million and
$2.5 million, respectively. However, due to the issuance of 3,737,500 common
shares in October 2003 in an underwritten public offering, combined with the
fact that at September 30, 2004 the net proceeds from such offering had not yet
been fully applied, net income per common share decreased by $.26 and $.07, to
$.72 and $.26, respectively, for the nine and three months ended September 30,
2004. In October 2004, the Company acquired a property for approximately $17
million and in connection with the acquisition, used the balance of the offering
proceeds and drew down $7 million under its credit line.
Liquidity and Capital Resources
We had cash and cash equivalents of $13.5 million at September 30, 2004
primarily representing the balance of the proceeds of our public offering in
October 2003. 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 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 was no balance outstanding under the facility at September 30,
2004. During October 2004, we borrowed $7 million from the facility to purchase
a property and during November 2004, we borrowed an additional $5.6 million from
the facility to fund the majority of our 50% contribution to an unconsolidated
joint venture that purchased a property.
We are actively engaged in seeking additional property acquisitions and 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 and funds available under our credit
facility to fund additional acquisitions.
The following sets forth our contractual cash obligations as of September 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 $ 96,705 $ 10,002 $ 19,674 $ 18,395 $ 48,634
Mortgages payable -
Balances due at maturity 77,259 8,253 2,276 10,910 55,820
-------- -------- -------- -------- --------
Total $173,964 $ 18,255 $ 21,950 $ 29,305 $104,454
As of September 30, 2004, we had outstanding approximately $115 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
$29.7 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 September 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 to 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. However, the Company may elect to
defer taxable capital gains on property sales in accordance with the exchange
provisions of Internal Revenue Code Section 1031, in which event the Company
will have current gains for book purposes and a deferral for tax purposes. 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 Risk
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 September 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 September 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 nine 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.
Item 6. - Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit 10.1 Contract of Sale dated as of September 27,
2004 between OLP St. Cloud LLC and New Flyer of
America, Inc. Filed as Exhibit 1 to Form 8-K filed
on October 19, 2004 and incorporated herein by
reference.
Exhibit 10.2 Lease Agreement dated as of October 18, 2004
between OLP St. Cloud LLC, as Landlord and New
Flyer of America, Inc., as tenant, filed as Exhibit
2 to Form 8-K filed on October 19, 2004 and
incorporated herein by reference.
Exhibit 10.3 Guaranty dated as of October 18, 2004 of NFIL
Holdings Corp. filed as Exhibit 3 to Form 8-K filed
on October 19, 2004 and incorporated herein by
reference.
Exhibit 31.1 Certification of President and Chief Executive
Officer pursuant to Section 302 of the Sarbanes-
Oxley Act of 2002. (Filed with this Form 10-Q.)
Exhibit 31.2 Certification of Senior Vice President and Chief
Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002. (Filed with this Form
10-Q.)
Exhibit 32.1 Certification of President and Chief Executive
Officer pursuant to Section 906 of the Sarbanes-
Oxley Act of 2002. (Filed with this Form 10-Q.)
Exhibit 32.2 Certification of Senior Vice President and Chief
Financial Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002. (Filed with this Form
10-Q.)
(b) Reports on Form 8-K
A Form 8-K was filed on September 30, 2004 to report that the
Registrant had entered into a contract to purchase a property located
in Saint Cloud, Minnesota.
A Form 8-K was filed on August 10, 2004 which attached the press
release issued the same day disclosing information regarding the
results of operations for the six and three months ended June 30,
2004 and financial condition at June 30, 2004.
ONE LIBERTY PROPERTIES, INC.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
One Liberty Properties, Inc.
(Registrant)
November 9, 2004 /s/ Jeffrey Fishman
- ----------------- -------------------
Date Jeffrey Fishman
President and
Chief Executive Officer
(authorized officer)
November 9, 2004 /s/ David W. Kalish
- ----------------- -------------------
Date David W. Kalish
Senior Vice President and
Chief Financial Officer
(principal financial officer)
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 September 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 officer(s) 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: November 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 September 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 officer(s) 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: November 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 September 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: November 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 September 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: November 9, 2004 /s/ David W. Kalish
-------------------------------
David W. Kalish
Senior Vice President
and Chief Financial Officer