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 March 31, 2005
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
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Indicate by check mark whether the registrant is an accelerated filer
(as defined in Rule 12b-2 of the Exchange Act).
Yes 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 May 4, 2005, the registrant had 9,847,212 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)
March 31, December 31,
2005 2004
--------------- -----------
(Unaudited)
Assets
Real estate investments, at cost
Land $ 52,433 $ 47,447
Buildings and improvements 219,036 199,736
-------- --------
271,469 247,183
Less accumulated depreciation 20,073 18,647
-------- --------
251,396 228,536
Investment in unconsolidated joint ventures 33,280 37,023
Cash and cash equivalents 6,556 6,051
Unbilled rent receivable 5,453 5,301
Escrow, deposits and other receivables 1,549 2,285
Investment in BRT Realty Trust (related party) 633 731
Deferred financing costs 2,624 2,408
Other assets (including available-for-sale securities
at market of $165 and $173) 2,744 2,051
-------- --------
Total assets $304,235 $284,386
======== ========
Liabilities and Stockholders' Equity
Liabilities:
Mortgages payable $139,325 $124,019
Line of credit 12,000 7,600
Dividends payable 3,235 3,230
Accrued expenses and other liabilities 3,939 3,422
-------- --------
Total liabilities 158,499 138,271
-------- --------
Commitments and contingencies - -
Stockholders' equity:
Common stock, $1 par value; 25,000 shares
authorized; 9,741 and 9,728 shares
issued and outstanding 9,741 9,728
Paid-in capital 133,519 133,350
Accumulated other comprehensive income - net
unrealized gain on available-for-sale securities 611 717
Unearned compensation (869) (926)
Accumulated undistributed net income 2,734 3,246
--------- ---------
Total stockholders' equity 145,736 146,115
--------- ---------
Total liabilities and stockholders' equity $304,235 $284,386
======== ========
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
March 31,
2005 2004
---- ----
Revenues:
Rental income $ 7,106 $ 5,558
Interest and other income 20 92
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7,126 5,650
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Expenses:
Depreciation and amortization 1,460 1,024
Interest - mortgages payable 2,498 2,011
Interest - line of credit 283 51
Leasehold rent 77 -
General and administrative (including $296
and $279 to related party) 871 855
Real estate expenses 322 140
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5,511 4,081
------- -------
Earnings before equity in earnings of unconsolidated
joint ventures and gain on sale 1,615 1,569
Equity in earnings of unconsolidated joint ventures 1,108 675
Gain on sale of available-for-sale securities - 1
------- -------
Net income $ 2,723 $ 2,245
======= =======
Weighted average number of common shares outstanding:
Basic 9,795 9,662
===== =====
Diluted 9,802 9,688
===== =====
Net income per common share:
Basic $ .28 $ .23
========= =========
Diluted $ .28 $ .23
========= =========
Cash distributions per share of
common stock $ .33 $ .33
========= =========
See accompanying notes to consolidated financial statements.
ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
For the three month period ended March 31, 2005 (unaudited)
and the year ended December 31, 2004
(Amounts in Thousands)
Accumulated
Other Unearned Accumulated
Common Paid-in Comprehensive Compen- Undistributed
Stock Capital Income sation Net Income Total
----- ------- ------ ------ ---------- -----
Balances, January 1, 2004 $ 9,605 $130,863 $ 823 $ (447) $ 5,125 $145,969
Distributions -
common stock - - - - (12,853) (12,853)
Exercise of options 49 543 - - - 592
Shares issued through
dividend reinvestment plan 72 1,247 - - - 1,319
Issuance of restricted stock - 699 - (699) - -
Restricted stock vesting 2 (2) - - - -
Compensation expense -
restricted stock - - - 220 - 220
Net income - - - - 10,974 10,974
Other comprehensive income-
net unrealized loss on
available-for-sale securities - - (106) - - (106)
------
Comprehensive income 10,868
------- ------- ------- ------- ------- ------
Balances, December 31, 2004 9,728 133,350 717 (926) 3,246 146,115
Distributions -
common stock - - - - (3,235) (3,235)
Exercise of options 8 81 - - - 89
Shares issued through
dividend reinvestment plan 5 88 - - - 93
Compensation expense -
restricted stock - - - 57 - 57
Net income - - - - 2,723 2,723
Other comprehensive income-
net unrealized loss on
available-for-sale securities - - (106) - - (106)
-------
Comprehensive income 2,617
------- -------- -------- -------- -------- --------
Balances, March 31, 2005 $ 9,741 $133,519 $ 611 $ (869) $ 2,734 $145,736
======= ======== ======== ========= ======== ========
See accompanying notes to consolidated financial statements.
ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in Thousands)
(Unaudited)
Three Months Ended
March 31,
2005 2004
---- ----
Cash flows from operating activities:
Net income $ 2,723 $ 2,245
Adjustments to reconcile net income
to net cash provided by operating activities:
Gain on sale of available-for-sale securities - (1)
Increase in rental income from straight-lining of rent (152) (197)
Decrease in rental income from amortization of
intangibles relating to leases 6 7
Amortization of restricted stock expense 57 24
Equity in earnings of unconsolidated joint ventures (1,108) (675)
Distributions from unconsolidated joint ventures 1,057 621
Depreciation and amortization 1,460 1,024
Amortization of financing costs included in interest expense 183 91
Changes in assets and liabilities:
Decrease (increase) in escrow, deposits and other receivables 736 (236)
Increase (decrease) in accrued expenses and other liabilities 517 (353)
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Net cash provided by operating activities 5,479 2,550
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Cash flows from investing activities:
Additions to real estate (25,028) (16,316)
Investment in unconsolidated joint ventures (257) -
Distribution of refinancing proceeds from unconsolidated
joint venture 4,052 -
Net proceeds from sale of available-for-sale securities - 3
------- -------
Net cash used in investing activities (21,233) (16,313)
------- -------
Cash flows from financing activities:
Repayment of mortgages payable (4,049) (525)
Proceeds from mortgages payable 19,355 -
Payment of financing costs (399) (72)
Proceeds from bank line of credit, net 4,400 -
Cash distributions - common stock (3,230) (3,400)
Exercise of stock options 89 326
Issuance of shares through dividend reinvestment plan 93 324
------- -------
Net cash provided by (used in) financing activities 16,259 (3,347)
------- -------
Net increase (decrease) in cash and cash equivalents 505 (17,110)
Cash and cash equivalents at beginning of period 6,051 45,944
------- -------
Cash and cash equivalents at end of period $ 6,556 $28,834
======= =======
Supplemental disclosures of cash flow information:
Cash paid during the period for interest $ 2,476 $ 1,938
Supplemental schedule of non-cash investing and financing activities:
Assumption of mortgages payable in connection with purchase of real estate $ - $ 7,085
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 March
31, 2005 and for the three months ended March 31, 2005 and 2004 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 three months ended March 31, 2005 are not necessarily
indicative of the results for the full year.
The preparation of the financial statements in conformity with U.S. generally
accepted accounting principles 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. and its wholly-owned subsidiaries (collectively, "the
Company"). The Company accounts for its investments in unconsolidated joint
ventures under the equity method of accounting as the Company exercises
significant influence over, but does not control, these entities. 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, 2004.
Note 2 - Earnings Per Common Share
For the three months ended March 31, 2005 and 2004, 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, which includes restricted stock, 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 three month periods ended March
31, 2005 and 2004, 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 (6,879 and 26,012 for the three
months ended March 31, 2005 and 2004, respectively) using the treasury stock
method.
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 six unconsolidated joint ventures which own and
operate fourteen properties. The following tables present unaudited condensed
financial statements of the two most significant joint ventures, both of which
own movie theater properties, are with MTC Investors LLC, an unrelated party,
and in which the Company is the managing member (amounts in thousands):
Joint Venture #1
Condensed Balance Sheets March 31, 2005 December 31, 2004
- ------------------------ -------------- -----------------
(audited)
Cash and cash equivalents $ 675 $ 720
Real estate investments, net 54,246 54,533
Deferred financing costs 510 527
Unbilled rent receivable 1,191 1,105
Other assets 3 3
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Total assets $ 56,625 $ 56,888
======== ========
Mortgage loans payable $ 32,386 $ 32,600
Other liabilities 642 687
Equity 23,597 23,601
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Total liabilities and equity $ 56,625 $ 56,888
======== ========
Company's equity investment $ 12,746 $ 12,752
======== ========
Three Months Ended
March 31,
Condensed Statements of Operations 2005 2004
- ---------------------------------- ---- ----
Revenues, primarily rental income $ 1,840 $ 1,834
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Depreciation and amortization 289 288
Mortgage interest 652 669
Operating expenses 73 75
------- -------
Total expenses 1,014 1,032
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Net income attributable to members $ 826 $ 802
======= =======
Company's share of net income $ 413 $ 401
======= =======
Amount recorded in income statement (A) $ 408 $ 396
======= =======
Distributions received by the Company:
From operations $ 415 $ 405
======= =======
From mortgage proceeds $ - $ -
======= =======
(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 March 31, 2005 December 31, 2004
- ------------------------ -------------- -----------------
(audited)
Cash and cash equivalents $ 486 $ 413
Real estate investments, net 41,809 42,012
Deferred financing costs 443 450
Unbilled rent receivable 912 839
Other assets, primarily investment in AIX stock 266(A) 18
-------- --------
Total assets $ 43,916 $ 43,732
======== ========
Mortgage loans payable $ 25,457 $ 25,606
Other liabilities 633 610
Equity 17,826 17,516
-------- --------
Total liabilities and equity $ 43,916 $ 43,732
======== ========
Company's equity investment $ 8,763 $ 8,652
======== ========
Three Months Ended
March 31,
Condensed Statements of Operations 2005 2004
- ---------------------------------- ---- ----
Revenues, primarily rental income $ 1,754(A) $ 1,241
------- -------
Depreciation and amortization 202 202
Mortgage interest 507 519
Operating expenses 22 14
------- -------
Total expenses 731 735
------- -------
Net income attributable to members $ 1,023 $ 506
======= =======
Company's share of net income $ 512 $ 253
======= =======
Distributions received by the Company:
From operations $ 401 $ 146
======= =======
From mortgage proceeds $ - $ -
======= =======
(A) During February 2005, the operator of one of the joint venture's movie
theaters sold its business to an independent third party, which
accelerated the payment of arrearages of rent and other miscellaneous
charges that were originally due to the Company in August 2005. Revenues
for the three months ended March 31, 2005 includes the accelerated rent
arrearages of $592,000. In consideration of the venture's consent to the
lease assignment and a lease amendment and its waiver of the requirement
for a security deposit under the amended lease, the venture received
40,000 restricted shares of Class A common stock of the new tenant's
parent company (AMEX:AIX). These shares have certain restrictions
regarding the disposition of such shares.
One Liberty Properties, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(Continued)
Note 3 - Investment in Unconsolidated Joint Ventures (Continued)
At March 31, 2005, the remaining four unconsolidated joint ventures each own one
property. At March 31, 2005 and December 31, 2004, the Company's equity
investment in these four joint ventures totaled $11,771,000 and $15,619,000,
respectively, and they contributed $188,000 in equity earnings for the three
months ended March 31, 2005 and $26,000 in equity earnings for the three months
ended March 31, 2004, when only two ventures existed.
Note 4 - Property Acquisitions
On February 18, 2005, the Company acquired a manufacturing facility and an
office building leased to a single operator. The property was acquired for an
all cash purchase price of approximately $9,700,000. The basic term of the net
lease expires February 28, 2025, with two options to renew, each for a ten year
period.
On January 20, 2005, the Company acquired in one transaction, five retail stores
located in four states, leased to a single operator. The properties were
acquired for an all cash purchase price of approximately $15,000,000. The basic
term of the net leases expire December 31, 2014, with two options to renew, each
for a five year period.
Note 5 - Common Stock Dividend Distribution
On March 7, 2005, the Board of Directors declared a quarterly cash distribution
of $.33 per share on the Company's Common Stock which was paid on April 1, 2005
to stockholders of record on March 18, 2005.
Note 6 - Comprehensive Income
Comprehensive income for the three month periods ended March 31, 2005 and 2004
are as follows (amounts in thousands):
Three Months Ended
March 31,
---------
2005 2004
---- ----
Net income $ 2,723 $ 2,245
Other comprehensive income -
Unrealized loss on
available-for-sale securities (106) (134)
-------- --------
Comprehensive income $ 2,617 $ 2,111
======== ========
Accumulated other comprehensive income, which is solely comprised of the net
unrealized gain on available-for-sale securities was $611,000 and $689,000 at
March 31, 2005 and 2004, respectively.
One Liberty Properties, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(Continued)
Note 7 - Restricted Stock
As of March 31, 2005, a total of 62,050 shares have been issued under the
Company's 2003 Incentive Plan. The total number of shares issuable under this
Plan is 275,000. The restricted shares issued to date under the Plan 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 of grant. For the three
months ended March 31, 2005, the Company recorded $57,000 of compensation
expense.
During April 2005, an additional 40,750 restricted shares were awarded under the
2003 Incentive Plan.
Note 8 - New Accounting Pronouncement
On December 16, 2004, the Financial Accounting Standards Board issued Statement
No. 123 (revised 2004), Share-Based Payment, which is a revision of FASB
Statement No. 123, Accounting for Stock-Based Compensation. Statement 123(R)
supersedes APB Opinion No. 25, Accounting for Stock Issued to Employees, and
amends FASB Statement No. 95, Statement of Cash Flows. Statement 123(R)
requires all share-based payments to employees, including grants of employee
stock options, to be recognized in the financial statements based on their fair
value. The pro forma disclosure is no longer an alternative. The statement is
effective for public companies effective January 1, 2006.
Management is evaluating the impact of the pronouncement and does not anticipate
that the adoption of the new statement will have a significant effect on
earnings or the financial position of the Company.
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, as amended. We intend such forward-looking
statements to be covered by the safe harbor provision for forward-looking
statements contained in the Private Securities Litigation Reform Act of 1995 and
include this statement for purposes of complying with these safe harbor
provisions. Forward-looking statements, which are based on certain assumptions
and describe our future plans, strategies and expectations, are generally
identifiable by use of the words "may," "will," "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 March 31, 2005, we own 47
properties, participate in six joint ventures that own a total of 14 properties
and hold a 50% tenancy in common interest in one property. These 62 properties
are located in 21 states.
We have elected to be taxed as a REIT under the Internal Revenue Code of 1986,
as amended. 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 February 2005, we acquired a manufacturing facility and an office building
leased to a single operator located in Pennsylvania for an all cash purchase
price of approximately $9.7 million. In January 2005 we acquired in one
transaction, five retail stores located in four states, leased to a single
operator. The properties were acquired for an all cash purchase price of
approximately $15 million.
At March 31, 2005, excluding mortgages payable of our unconsolidated joint
ventures, we had 34 outstanding mortgages payable, aggregating approximately
$139 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 $214 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 Three Months Ended March 31, 2005 and 2004
Revenues
Our revenues consist primarily of rental income from tenants in our rental
properties. Rental income increased by $1.5 million, or 27.9%, to $7.1 million
for the three months ended March 31, 2005 from $5.6 million for the three months
ended March 31, 2004. The increase in rental income is primarily due to $1.8
million of rental revenues earned on twelve properties acquired by us between
March 2004 and February 2005. This increase was reduced by a $216,000 direct
write off of the entire unbilled rent receivable balance of one of our tenants
who filed for protection under the federal bankruptcy laws in January 2005. This
tenant has paid its monthly rent since February 2005. At one of our properties,
the tenant reduced its space, entering into a new lease for 60% of its prior
space, resulting in a $125,000 decrease in rental income. There were also minor
increases and decreases in rental income at several of our other properties.
Interest and other income decreased by $72,000, or 78.3%, to $20,000 for the
three months ended March 31, 2005. The primary reason for the decrease was the
reduction of $70,000 in interest earned during the three months ended March 31,
2004 on our investment of the balance of the net proceeds received from our
October 2003 public offering. These offering proceeds were fully utilized in the
last quarter of 2004.
Our equity in earnings of unconsolidated joint ventures increased by $433,000,
or 64.1%, to $1.1 million for the three months ended March 31, 2005. During
February 2005, the operator of one of the movie theaters in one of our joint
ventures sold its business to an independent third party, which accelerated the
payment of rent arrearages totaling $592,000 that were originally due in August
2005. We have a 50% interest in this joint venture and the accelerated payment
resulted in an additional $296,000 of equity in earnings to us. The increase
also resulted from our equity share of income earned by two joint ventures
organized in the second half of 2004. These joint ventures each purchased one
property and we recognized equity in earnings of $57,000 and $111,000,
respectively, from these joint ventures in the three months ended March 31,
2005.
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 $436,000, or 42.6%, to $1.5
million for the three months ended March 31, 2005. The increase in depreciation
and amortization expense was primarily due to the acquisition of twelve
properties between March 2004 and February 2005.
Interest-mortgages payable increased by $487,000, or 24.2%, to $2.5 million, for
the three months ended March 31, 2005. The increase results from mortgages
placed on three properties between September 2004 and January 2005, the
assumption of mortgages in connection with the purchase of two properties during
March 2004 and November 2004 and penalties incurred upon our prepayment of two
mortgages which had above market rates of interest.
Interest-line of credit, which includes amortization of deferred line of credit
costs and a 1/4% unused facility fee, increased by $232,000, or 455%, to
$283,000 for the three months ended March 31, 2005. This increase primarily
results from borrowings made to facilitate the purchase of several properties.
General and administrative expenses increased $16,000, or 1.9%, to $871,000 for
the three months ended March 31, 2005. The increase is due to a number of
factors discussed below, offset by the expense in the three months ended March
31, 2004 of a $101,000 non-recurring fee for the initial listing of our common
stock on the New York Stock Exchange. Increases in the three months ended March
31, 2005 include an increase of $60,000 in payroll and payroll expenses,
including a $40,000 increase in salaries, bonuses and benefits paid to our
principal executive officers. In addition, there was an increase of
approximately $16,000 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. Also included in the three months ended March 31,
2005 is an increase in compensation expense of $33,000 relating to the issuance
of restricted stock. The balance of the increase in general and administrative
expenses for the three months ended March 31, 2005 is due to an increase in a
number of items including professional fees of approximately $45,000 relating to
costs associated with the internal control procedures related to compliance with
Section 404 of the Sarbanes-Oxley Act. Additionally, for the three months ended
March 31, 2005, state taxes increased by approximately $14,000, director and
officer liability insurance and directors' fees increased by approximately
$27,000, and professional fees, travel and other miscellaneous expenses
decreased by approximately $62,000.
Real estate expenses increased by $182,000, or 130%, to $322,000 for the three
months ended March 31, 2005. This increase was primarily due to real estate
operating expenses of approximately $166,000 incurred at one of our properties.
With respect to this property, we entered into a new lease with the tenant for
approximately 60% of its prior space, effective July 1, 2004, after the tenant
had exercised its right to terminate its prior lease. According to the new
lease, we pay the first lease year's operating costs and in subsequent years,
the tenant pays operating costs over and above such first year's operating
costs. Real estate operating expenses for the three months ended March 31, 2005
also include approximately $24,000 in nonrecurring repairs at one property.
Net Income
For the three months ended March 31, 2005, net income increased by $478,000 to
$2.7 million and net income per common share increased by $.05 to $.28, for the
three months ended March 31, 2005.
Liquidity and Capital Resources
We had cash and cash equivalents of approximately $6.6 million at March 31,
2005. 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, of which $50.5 million was available at March 31, 2005, is
available to us to pay down existing and maturing 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. At May 4, 2005 there is $18 million outstanding under the facility,
which includes a recent drawdown of $6 million that was used (along with $2.2
million cash on hand) to pay off a maturing mortgage.
We are actively engaged in seeking additional property acquisitions and are
involved in various stages of negotiation with respect to the acquisition of
additional properties. We will use cash provided from operations, cash provided
from mortgage financings and funds available under our credit facility to fund
acquisitions.
We had no outstanding contingent commitments, such as guarantees of
indebtedness, or any other contractual cash obligations at March 31, 2005.
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 as a REIT for federal
taxation purposes, 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 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 we incur under these mortgages. Our credit line is a
variable rate facility which is sensitive to interest rates. However, for the
three months ended March 31, 2005, due to a low average balance outstanding on
the credit line, we do not believe that the effect of changes in interest rates
would materially impact the amount of interest expense incurred.
Item 4. - Controls and Procedures
As required under Rules 13a-15 (e) and 15d-15 (e) under the Securities Exchange
Act of 1934, as amended, 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 March 31, 2005 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 three months of the fiscal year ending December 31, 2005 that materially
affected, or are reasonably likely to materially affect, our internal control
over financial reporting.
Item 6. - Exhibits
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.)
ONE LIBERTY PROPERTIES, INC.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
One Liberty Properties, Inc.
(Registrant)
May 9, 2005 /s/ Jeffrey Fishman
- ----------- -------------------
Date Jeffrey Fishman
President and
Chief Executive Officer
(authorized officer)
May 9, 2005 /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 March 31, 2005 of One Liberty Properties, Inc.
2. Based on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects
the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over
financial reporting (as defined in Exchange Act Rule 13a-15(f)) for the
registrant and have:
a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision,
to ensure that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in which this
report is being prepared;
b) Designed such internal control over financial reporting, or caused such
internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant's disclosure controls and
procedures 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
d) Disclosed in this report any change in the registrant's internal control
over financial reporting that occurred during the registrant's most recent
fiscal quarter (the registrant's fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely to
materially affect, the registrant's internal control over financial
reporting; and
5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to
the registrant's auditors and the audit committee of the registrant's board
of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to
record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
control over financial reporting.
Date: May 9, 2005
/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 March 31, 2005 of One Liberty Properties, Inc.
2. Based on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects
the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over
financial reporting (as defined in Exchange Act Rule 13a-15(f)) for the
registrant and have:
a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being
prepared;
b) Designed such internal control over financial reporting, or caused such
internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant's disclosure controls and
procedures 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
d) Disclosed in this report any change in the registrant's internal control
over financial reporting that occurred during the registrant's most recent
fiscal quarter (the registrant's fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely to
materially affect, the registrant's internal control over financial
reporting; and
5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to
the registrant's auditors and the audit committee of the registrant's board
of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process,
summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control
over financial reporting.
Date: May 9, 2005 /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. 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. 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 March 31, 2005 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: May 9, 2005 /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. 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. 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 March 31, 2005 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: May 9, 2005 /s/ David W. Kalish
--------------------------------
David W. Kalish
Senior Vice President
and Chief Financial Officer