Attached files
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EX-32.2 - ONE LIBERTY PROPERTIES INC | v206408_ex32-2.htm |
EX-32.1 - ONE LIBERTY PROPERTIES INC | v206408_ex32-1.htm |
EX-31.1 - ONE LIBERTY PROPERTIES INC | v206408_ex31-1.htm |
EX-31.2 - ONE LIBERTY PROPERTIES INC | v206408_ex31-2.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C.20549
FORM
10-K/A
x Annual
Report Pursuant to Section 13 or 15(d)
of the
Securities Exchange Act of l934
For the
fiscal year ended December 31,
2009
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.
(Exact
name of registrant as specified in its charter)
MARYLAND
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13-3147497
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(State
or other jurisdiction of
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(I.R.S.
employer
|
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incorporation
or organization)
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identification
number)
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60 Cutter Mill Road, Great
Neck, New York11021
(Address
of principal executive offices) (Zip
Code)
Registrant's telephone
number, including area code: (516) 466-3100
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class on which registered
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Name
of exchange
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Common
Stock, par value $1.00 per share
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New
York Stock
Exchange
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Securities
registered pursuant to Section 12(g) of the Act:
NONE
Indicate by check mark if the
registrant is a well-known seasoned issuer as defined in Rule 405 of the
Securities Act. Yes ¨
No x
Indicate by check mark if the
registrant is not required to file reports pursuant to Section 13 or 15(d) of
the Act. Yes ¨
No x
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 has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such
files). Yes
¨
No ¨
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§229.405 of this chapter) is not contained herein, and will not
be contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form
10-K. x
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a small reporting
company. See definitions of “large accelerated filer,” “accelerated
filer,” and “small reporting company” in Rule 12b-2 of the Exchange
Act.
Large
accelerated filer ¨
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Accelerated
filer x
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Non-accelerated
filer ¨
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Small
reporting company ¨
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(Do not
check if a small reporting company)
Indicate by check mark whether
registrant is a shell company (defined in Rule 12b-2 of the Exchange
Act).
Yes
¨
No x
As of
June 30, 2009 (the last business day of the registrant’s most recently completed
second quarter), the aggregate market value of all common equity held by
non-affiliates of the registrant, computed by reference to the price at which
common equity was last sold on said date, was approximately $46.2
million.
As of
March 9, 2010, the registrant had 11,380,887 shares of common stock
outstanding.
DOCUMENTS
INCORPORATED BY REFERENCE
Portions
of the proxy statement for the 2010 annual meeting of stockholders of One
Liberty Properties, Inc., to be filed pursuant to Regulation 14A not later than
April 30, 2010, are incorporated by reference into Part III of this Annual
Report on Form 10-K.
Explanatory
Note
We are
filing this Amendment No. 1 to our Annual Report on Form 10-K for the year ended
December 31, 2009 filed with the Securities and Exchange Commission on March 12,
2010 (the “Original Filing”) to amend information included in “Item 6. Selected
Financial Data” of such report. Specifically, we have:
•
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reduced
the rental revenues for 2006 and 2005 to correct an error made in
recalculating rental revenues reported in those years to give effect to
eight properties sold/disposed of in
2009;
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•
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increased
income from continuing operations and net income from continuing
operations per share on a basic and diluted basis for 2006 to reflect that
the gain on sale from a portion of property we sold in such year
should be included in continuing operations (and not discontinued
operations);
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•
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with
respect to the gain on sale referred to above, made corresponding
offsetting adjustments to income from discontinued operations and
net income from discontinued operations per share on a basic and diluted
basis; and
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•
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with
respect to the balance sheet data, (i) decreased real estate investments,
net for each of 2007, 2006 and 2005 to reflect that eight properties
sold/disposed of in 2009 should have been classified as properties held
for sale in 2007, 2006 and 2005 (and not as real estate investments, net)
and (ii) added a line item, properties held for sale, to reflect eight
properties sold/disposed of in 2009 and one property sold in
2006.
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This
Report on Form 10-K/A does not modify or update any other disclosures set forth
in the Original Filing, except as required to reflect the aforementioned amended
information. The net income and net income per share, as reported in Item 6,
were unchanged. In addition, except for the amended information included
herein, this Form 10-K/A speaks as of the filing date of the Original Filing and
does not update or discuss any other developments affecting us subsequent to the
date of the Original Filing.
Item 6.
Selected Financial
Data.
The following table sets forth the
selected consolidated statement of operations data for each of the periods
indicated, all of which are derived from our audited consolidated financial
statements and related notes. The selected financial data for each of the three
years in the period ended December 31, 2009 should be read together with our
consolidated financial statements and related notes appearing elsewhere in this
Annual Report on Form 10-K and in “Management’s Discussion and Analysis of
Financial Condition and Results of Operations,” where this data is discussed in
more detail.
2
As of and for the Year Ended
December 31,
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||||||||||||||||||||
2009
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2008
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2007
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2006
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2005
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||||||||||||||||
OPERATING DATA (Note a)
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(Amounts in Thousands, Except Per Share Data)
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|||||||||||||||||||
Rental
revenues
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$ | 39,016 | $ | 36,031 | $ | 33,439 | $ | 28,631 | $ | 22,522 | ||||||||||
Equity
in earnings (loss) of unconsolidated joint ventures (Note
b)
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559 | 622 | 648 | (3,276 | ) | 2,102 | ||||||||||||||
Gain
on dispositions of real estate of unconsolidated joint
ventures
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- | 297 | 583 | 26,908 | - | |||||||||||||||
Net
gain on sale of unimproved land, air rights and other
gains
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- | 1,830 | - | 413 | 10,248 | |||||||||||||||
Income
from continuing operations
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12,320 | 9,943 | 7,685 | 29,439 | 16,832 | |||||||||||||||
Income
(loss) from discontinued operations
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7,321 | (5,051 | ) | 2,905 | 6,986 | 4,448 | ||||||||||||||
Net
income
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19,641 | 4,892 | 10,590 | 36,425 | 21,280 | |||||||||||||||
Weighted
average number of common shares outstanding:
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Basic
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10,651 | 10,183 | 10,069 | 9,931 | 9,838 | |||||||||||||||
Diluted
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10,812 | 10,183 | 10,069 | 9,934 | 9,843 | |||||||||||||||
Net
income per common share-basic
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||||||||||||||||||||
Income
from continuing operations
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$ | 1.15 | $ | .98 | $ | .76 | $ | 2.97 | $ | 1.71 | ||||||||||
Income
(loss) from discontinued operations
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.69 | (.50 | ) | .29 | .70 | .45 | ||||||||||||||
Net
income
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$ | 1.84 | $ | .48 | $ | 1.05 | $ | 3.67 | $ | 2.16 | ||||||||||
Net
income per common share – diluted
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||||||||||||||||||||
Income
from continuing operations
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$ | 1.14 | $ | .98 | $ | .76 | $ | 2.97 | $ | 1.71 | ||||||||||
Income
(loss) from discontinued operations
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.68 | (.50 | ) | .29 | .70 | .45 | ||||||||||||||
Net
income
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$ | 1.82 | $ | .48 | $ | 1.05 | $ | 3.67 | $ | 2.16 | ||||||||||
Cash
distributions per share of common stock (Note c)
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$ | .08 | $ | 1.30 | $ | 2.11 | $ | 1.35 | $ | 1.32 | ||||||||||
Stock
distributions per share of common stock
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$ | .80 | - | - | - | - | ||||||||||||||
BALANCE SHEET DATA
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Real
estate investments, net
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$ | 345,693 | $ | 353,113 | $ | 302,702 | $ | 309,675 | $ | 203,050 | ||||||||||
Properties
held for sale
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- | - | 41,340 | 42,166 | 55,072 | |||||||||||||||
Investment
in unconsolidated joint ventures
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5,839 | 5,857 | 6,570 | 7,014 | 27,335 | |||||||||||||||
Cash
and cash equivalents
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28,036 | 10,947 | 25,737 | 34,013 | 26,749 | |||||||||||||||
Available-for-sale
securities
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6,762 | 297 | 1,024 | 1,372 | 163 | |||||||||||||||
Total
assets
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408,686 | 429,105 | 406,634 | 422,037 | 330,583 | |||||||||||||||
Mortgages
and loan payable
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190,518 | 225,514 | 222,035 | 227,923 | 167,472 | |||||||||||||||
Line
of credit
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27,000 | 27,000 | - | - | - | |||||||||||||||
Total
liabilities
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228,558 | 265,130 | 235,395 | 241,912 | 175,064 | |||||||||||||||
Total
stockholders' equity
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180,128 | 163,975 | 171,239 | 180,125 | 155,519 |
3
As of and for the Year Ended
December 31,
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2009
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2008
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2007
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2006
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2005
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OTHER DATA
(Note d)
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(Amounts in Thousands, Except Per Share Data)
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Funds
from operations
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$ | 23,272 | $ | 13,952 | $ | 18,645 | $ | 13,707 | $ | 26,658 | ||||||||||
Funds
from operations per common share:
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Basic
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$ | 2.19 | $ | 1.37 | $ | 1.85 | $ | 1.38 | $ | 2.71 | ||||||||||
Diluted
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$ | 2.15 | $ | 1.37 | $ | 1.85 | $ | 1.38 | $ | 2.71 | ||||||||||
Adjusted
funds from operations
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$ | 22,064 | $ | 12,458 | $ | 16,621 | $ | 11,594 | $ | 25,093 | ||||||||||
Adjusted
funds from operations per common share:
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||||||||||||||||||||
Basic
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$ | 2.07 | $ | 1.22 | $ | 1.65 | $ | 1.17 | $ | 2.55 | ||||||||||
Diluted
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$ | 2.04 | $ | 1.22 | $ | 1.65 | $ | 1.17 | $ | 2.55 |
Note
a: Certain amounts reported in prior periods have been reclassified to
conform to the current year’s presentation, primarily the restatement of prior
periods for discontinued operations.
Note
b: For the year ended December 31, 2006, “Equity in earnings (loss) of
unconsolidated joint ventures” is after giving effect to $5.3 million, our share
of the mortgage prepayment premium expense incurred in connection with
dispositions of real estate of unconsolidated joint ventures. This expense
is reflected as interest expense on the books of the joint ventures and is not
netted against the $26.9 million gain on dispositions.
Note
c: 2007 includes a special cash distribution of $.67 per
share.
Note
d: We consider funds from operations (FFO) and adjusted funds from
operations (AFFO) to be relevant and meaningful supplemental measures of the
operating performance of an equity REIT, and they should not be deemed to be a
measure of liquidity. FFO and AFFO do not represent cash generated from
operations as defined by generally accepted accounting principles (GAAP) and is
not indicative of cash available to fund all cash needs, including
distributions. They should not be considered as an alternative to net
income for the purpose of evaluating our performance or to cash flows as a
measure of liquidity.
We
compute FFO in accordance with the “White Paper on Funds From Operations” issued
in April 2002 by the National Association of Real Estate Investment Trusts
(NAREIT). FFO is defined in the White Paper as “net income (computed in
accordance with generally accepting accounting principles), excluding gains (or
losses) from sales of property, plus depreciation and amortization, and after
adjustments for unconsolidated partnerships and joint ventures.
Adjustments for unconsolidated partnerships and joint ventures will be
calculated to reflect funds from operations on the same basis.” In computing
FFO, we do not add back to net income the amortization of costs in connection
with our financing activities or depreciation of non-real estate assets.
Since the NAREIT White Paper only provides guidelines for computing FFO, the
computation of FFO may vary from one REIT to another. We compute AFFO by
deducting from FFO our straightline rent accruals and amortization of lease
intangibles (including our share of our unconsolidated joint
ventures).
4
We
believe that FFO and AFFO are useful and standard supplemental measures of the
operating performance for equity REITs and are used frequently by securities
analysts, investors and other interested parties in evaluating equity REITs,
many of which present FFO and AFFO when reporting their operating
results. FFO and AFFO are intended to exclude GAAP historical cost
depreciation and amortization of real estate assets, which assures that the
value of real estate assets diminish predictability over time. In
fact, real estate values have historically risen and fallen with market
conditions. As a result, we believe that FFO and AFFO provide a
performance measure that when compared year over year, should reflect the impact
to operations from trends in occupancy rates, rental rates, operating costs,
interest costs and other matters without the inclusion of depreciation and
amortization, providing a perspective that may not be necessarily apparent from
net income. We also consider FFO and AFFO to be useful to us in
evaluating potential property acquisitions.
FFO and
AFFO do not represent net income or cash flows from operations as defined by
GAAP. FFO and AFFO should not be considered to be an alternative to
net income as a reliable measure of our operating performance; nor should FFO
and AFFO be considered an alternative to cash flows from operating, investing or
financing activities (as defined by GAAP) as measures of liquidity.
FFO and
AFFO do not measure whether cash flow is sufficient to fund all of our cash
needs, including principal amortization, capital improvements and distributions
to stockholders. FFO and AFFO do not represent cash flows from
operating, investing or financing activities as defined by GAAP.
Management
recognizes that there are limitations in the use of FFO and AFFO. In
evaluating the performance of our company, management is careful to examine GAAP
measures such as net income and cash flows from operating, investing and
financing activities. Management also reviews the reconciliation of
net income to FFO and AFFO.
The table
below provides a reconciliation of net income in accordance with GAAP to FFO and
AFFO, as calculated under the current NAREIT definition of FFO, for each of the
years in the five year period ended December 31, 2009 (amounts in
thousands):
2009
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2008
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2007
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2006
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2005
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Net
income (Note 1)
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$ | 19,641 | $ | 4,892 | $ | 10,590 | $ | 36,425 | $ | 21,280 | ||||||||||
Add:
depreciation of properties
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9,001 | 8,971 | 8,248 | 7,091 | 5,905 | |||||||||||||||
Add:
our share of depreciation in unconsolidated joint ventures
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323 | 322 | 329 | 716 | 1,277 | |||||||||||||||
Add:
amortization of deferred leasing costs
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64 | 64 | 61 | 43 | 101 | |||||||||||||||
Deduct:
gain on sales of real estate
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(5,757 | ) | - | - | (3,660 | ) | (1,905 | ) | ||||||||||||
Deduct:
gain on dispositions of real estate of unconsolidated joint
ventures
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- | (297 | ) | (583 | ) | (26,908 | ) | - | ||||||||||||
Funds
from operations (Note 1)
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23,272 | 13,952 | 18,645 | 13,707 | 26,658 | |||||||||||||||
Deduct:
straight line rent accruals and amortization of lease
intangibles
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(1,151 | ) | (1,394 | ) | (1,924 | ) | (1,950 | ) | (1,282 | ) | ||||||||||
Deduct:
our share of straight line rent accruals and amortization of lease
intangibles of unconsolidated joint ventures
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(57 | ) | (100 | ) | (100 | ) | (163 | ) | (283 | ) | ||||||||||
Adjusted
funds from operations (Note 1)
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$ | 22,064 | $ | 12,458 | $ | 16,621 | $ | 11,594 | $ | 25,093 |
5
Note
1: For the year ended December 31, 2008, net income, FFO and AFFO are
after $6 million of impairment charges. For the year ended December
31, 2006, net income, FFO and AFFO are after giving effect to $5.3 million, our
share of the mortgage prepayment premium expense incurred in connection with the
dispositions of real estate of unconsolidated joint ventures. This
expense is reflected as interest expense on the books of the joint ventures and
not netted against gain on dispositions. For the year ended December 31, 2005,
net income, FFO and AFFO include $10.2 million from the gain on sale of air
rights.
The table
below provides a reconciliation of net income per common share (on a diluted
basis) in accordance with GAAP to FFO and AFFO.
2009
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2008
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2007
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2006
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2005
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||||||||||||||||
Net
income (Note 2)
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$ | 1.82 | $ | .48 | $ | 1.05 | $ | 3.67 | $ | 2.16 | ||||||||||
Add:
depreciation of properties
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.83 | .88 | .82 | .71 | .60 | |||||||||||||||
Add:
our share of depreciation in unconsolidated joint ventures
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.03 | .03 | .03 | .07 | .13 | |||||||||||||||
Add:
amortization of deferred leasing costs
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- | .01 | .01 | .01 | .01 | |||||||||||||||
Deduct:
gain on sales of real estate
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(.53 | ) | - | - | (.37 | ) | (.19 | ) | ||||||||||||
Deduct:
gain on dispositions of real estate of unconsolidated joint
ventures
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- | (.03 | ) | (.06 | ) | (2.71 | ) | - | ||||||||||||
Funds
from operations (Note 2)
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2.15 | 1.37 | 1.85 | 1.38 | 2.71 | |||||||||||||||
Deduct: straight
line rent accruals and amortization of lease intangibles
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(.11 | ) | (.14 | ) | (.19 | ) | (.20 | ) | (.13 | ) | ||||||||||
Deduct:
our share of straight line rent accruals and amortization of lease
intangibles of unconsolidated joint ventures
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- | (.01 | ) | (.01 | ) | (.01 | ) | (.03 | ) | |||||||||||
Adjusted
funds from operations (Note 2)
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$ | 2.04 | $ | 1.22 | $ | 1.65 | $ | 1.17 | $ | 2.55 |
Note
2: For the year ended December 31, 2008, net income, FFO and AFFO is
after $.59 of impairment charges. For the year ended December 31,
2006, net income, FFO and AFFO is after $.53, our share of the mortgage
prepayment premium expense. For the year ended December 31, 2005, net
income, FFO and AFFO include $1.04 from the gain on sale of air
rights. See Note 1 above.
6
PART
IV
Item 15.
Exhibits and Financial
Statement Schedules
(a) (3)
Exhibits:
Exhibit
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No.
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Title of Exhibit
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31.1
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Certification
of President and Chief Executive Officer
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31.2
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Certification
of Senior Vice President and Chief Financial Officer
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32.1
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Certification
of President and Chief Executive Officer
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32.2
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Certification
of Senior Vice President and Chief Financial
Officer
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7