SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) May 8, 2007
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ONE LIBERTY PROPERTIES, INC.
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(Exact name of Registrant as specified in charter)
Maryland 001-09279 13-3147497
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(State or other (Commission file No.) (IRS Employer
jurisdiction of I.D. No.)
incorporation)
60 Cutter Mill Road, Suite 303, Great Neck, New York 11021
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(Address of principal executive offices) (Zip code)
516-466-3100
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Registrant's telephone number, including area code
Check the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2. below):
Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Item 2.02 Results of Operations and Financial Condition.
On May 8, 2007, registrant issued a press release announcing its results of
operations for the three months ended March 31, 2007. The press release is
attached as an exhibit to this Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Shell Company Transactions.
Not applicable.
(d) Exhibits.
99.1 Press release dated May 8, 2007.
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 hereunto duly authorized.
ONE LIBERTY PROPERTIES, INC.
Date: May 8, 2007 By: /s/ Simeon Brinberg
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Simeon Brinberg
Senior Vice President
Exhibit 99.1
ONE LIBERTY PROPERTIES, INC.
60 CUTTER MILL ROAD, SUITE 303
GREAT NECK, NY 11021
Telephone No.: 516-466-3100
Facsimile No.: 516-466-3132
www.onelibertyproperties.com
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ONE LIBERTY PROPERTIES, INC.
ANNOUNCES RESULTS OF OPERATIONS
FOR THE QUARTER ENDED MARCH 31, 2007
Great Neck, New York - May 8, 2007 - One Liberty Properties, Inc. (NYSE: OLP)
today announced that it had rental income for the three months ended March 31,
2007 of $9,593,000 and net income of $3,146,000, or $.31 per share. Net income
for the three months ended March 31, 2007 includes the Company's equity in
earnings of unconsolidated joint ventures of $144,000, or $.01 per share, gain
on disposition of a property owned by an unconsolidated joint venture of
$583,000, or $.06 per share, interest and other income of $584,000, or $.06 per
share, and income from discontinued operations of $105,000, or $.01 per share.
This compares with rental income, net income and net income per share of
$7,281,000, $3,070,000 and $.31 per share, respectively, for the three months
ended March 31, 2006. Net income for the three months ended March 31, 2006
includes equity in earnings of unconsolidated joint ventures of $774,000, or
$.08 per share, interest and other income of $216,000, or $.02 per share, gain
on sale of option to purchase property of $227,000, or $.02 per share, and
income from discontinued operations of $138,000, or $.01 per share. The weighted
average number of common shares outstanding was 10,001,000 and 9,897,000 for the
three months ended March 31, 2007 and 2006, respectively.
One Liberty also reported funds from operations for the three months ended March
31, 2007 of $4,748,000 ($.47 per share), compared to $4,953,000 for the three
months ended March 31, 2006 ($.50 per share). Funds from operations, calculated
in accordance with the NAREIT definition, adds back to net income depreciation
of properties, One Liberty's share of depreciation of its unconsolidated joint
ventures and amortization of capitalized leasing expenses, and deducts from net
income net gain on sale of real estate including One Liberty's share of gain on
disposition of real estate of its unconsolidated joint venture.
Commenting on the results of operations and funds from operations, Fredric H.
Gould, Chairman and Chief Executive Officer noted that rental income increased
by $2,312,000, or 32%, quarter over quarter. The increase in rental income is
primarily a result of property acquisitions.
On the expense side, operating expenses increased by $1,233,000, or 45%, quarter
over quarter, due primarily to an increase in depreciation and amortization as a
result of the ownership of additional properties and an increase in general and
administrative expenses. Mr. Gould noted that general and administrative
expenses increased by $593,000, or 54%, quarter versus quarter, due to an
increase in (i) professional fees (legal and accounting fees and fees of a
compensation consultant retained by the Compensation Committee), (ii) the
compensation of the chairman of the board and CEO pursuant to a compensation and
services agreement entered into effective January 1, 2007 and other payroll
increases, and (iii) restricted stock expense. Also contributing to the increase
in general and administrative expenses were fees paid under the compensation and
services agreement, which replaced the Company's former allocation of certain
operating expenses and the payroll of "as needed" employees. The compensation
and services agreement provides that for a fixed annual fee Majestic Property
Management Corp., an affiliated entity, will provide to the Company the services
of executives and employees (included, but not limited to, legal and accounting
services) whose payroll was allocated to the Company in prior years under a
shared services agreement and for services previously provided by Majestic on a
fee basis, including, among other things, property management, mortgage
brokerage, sales and leasing commissions, and construction supervision services.
In prior years, a portion of the fees paid to Majestic were capitalized or
treated as additional costs of properties sold.
Interest expense increased by $1,042,000, or 39%, quarter versus quarter,
primarily a result of mortgages placed on acquired properties.
One Liberty's equity in earnings of unconsolidated joint ventures decreased by
$630,000, or 81%, quarter versus quarter. The decrease in equity in earnings of
unconsolidated joint ventures is primarily due to the sale by the Company's
joint ventures of their movie theater properties in the last quarter of 2006.
One Liberty Properties is a real estate investment trust and invests primarily
in improved commercial real estate under long term net lease.
Certain information contained in this press release, including information with
respect to factors which may improve our future results of operations together
with other statements and information publicly disseminated by One Liberty
Properties, Inc. is forward looking within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities and
Exchange Act of 1934, 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 the purpose of complying with these safe harbor provisions.
Information regarding certain important factors that could cause actual outcomes
or other events to differ materially from any such forward looking statements
appear in the Company's Form 10-K for the year ended December 31, 2006. You
should not rely on forward looking statements 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.
Contact: Simeon Brinberg
(516) 466-3100
ONE LIBERTY PROPERTIES, INC. (NYSE:OLP)
(Amounts in Thousands, Except Per Share Data)
Three Months Ended
March 31,
2007 2006
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Revenues:
Rental income - Note 1 $ 9,593 $ 7,281
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Operating expenses:
Depreciation and amortization 2,087 1,496
General and administrative 1,696 1,103
Federal excise tax 36 -
Real estate expenses 71 58
Leasehold rent 77 77
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Total operating expenses 3,967 2,734
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Operating income 5,626 4,547
Other income and expenses:
Equity in earnings of unconsolidated joint ventures 144 774
Gain on disposition of real estate of
unconsolidated joint venture 583 -
Interest and other income 584 216
Interest:
Expense (3,735) (2,693)
Amortization of deferred financing costs (161) (139)
Gain on sale of option to purchase property - 227
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Income from continuing operations 3,041 2,932
Income from discontinued operations 105 138
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Net income $ 3,146 $ 3,070
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Net income per common share (basic and diluted):
Income from continuing operations $ .30 $ .30
Income from discontinued operations .01 .01
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Net income per common share $ .31 $ .31
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Funds from operations - Note 2 $ 4,748 $ 4,953
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Funds from operations per common share - diluted -
Note 3 $ .47 $ .50
Weighted average number of common shares outstanding:
Basic 10,001 9,894
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Diluted 10,001 9,897
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Note 1 - Rental income includes straight line rent
accruals of $620 and $360 for the three months
ended March 31, 2007 and 2006, respectively.
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Note 2 - Funds from operations are summarized in the following table:
Net income $3,146 $3,070
Add: depreciation of properties 2,087 1,554
Add: our share of depreciation in unconsolidated
joint ventures 83 319
Add: amortization of capitalized leasing expenses 15 10
Deduct: our share of gain on disposition of real
estate of unconsolidated joint venture (583) -
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Funds from operations (a) $4,748 $4,953
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Note 3 - Funds from operations per common share are summarized in the following table:
Net income $ .31 $ .31
Add: depreciation of properties .21 .16
Add: our share of depreciation in unconsolidated
joint ventures .01 .03
Deduct: our share of gain on disposition of real
estate of unconsolidated joint venture (.06) -
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Funds from operations per common share (a) $ .47 $ .50
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(a) We believe that FFO is a useful and a standard supplemental measure of the
operating performance for equity REITs and is used frequently by securities
analysts, investors and other interested parties in evaluating equity
REITs, many of which present FFO when reporting their operating results.
FFO is 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 provides 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 to be useful to us in evaluating potential
property acquisitions.
FFO does not represent net income or cash flows from operations as defined
by GAAP. You should not consider FFO to be an alternative to net income as
a reliable measure of our operating performance; nor should you consider
FFO to be an alternative to cash flows from operating, investing or
financing activities (as defined by GAAP) as measures of liquidity.
FFO does not measure whether cash flow is sufficient to fund all of our
cash needs, including principal amortization, capital improvements
and distributions to stockholders. FFO does not represent cash flows
from operating, investing or financing activities as defined by GAAP.