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, 2006
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)
(516) 466-3100
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(Registrant's telephone number, including area code)
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 a large accelerated filer, an
accelerated filer or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check
one):
Large Accelerated Filer Accelerated Filer X Non-Accelerated Filer
--- --- ---
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). (Check one):
Yes No X
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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, 2006, the registrant had 9,930,842 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,
2006 2005
--------- -----------
(Unaudited)
Assets
Real estate investments, at cost
Land $ 53,846 $ 53,846
Buildings and improvements 226,361 226,200
-------- --------
280,207 280,046
Less accumulated depreciation 23,431 21,924
-------- --------
256,776 258,122
Investment in unconsolidated joint ventures 27,338 27,335
Cash and cash equivalents 26,660 26,749
Unbilled rent receivable 6,973 6,613
Escrow, deposits and other receivables 4,252 4,027
Investment in BRT Realty Trust (related party) 768 717
Deferred financing costs 2,689 2,822
Other assets (including available-for-sale securities
at market of $167 and $163) 3,414 3,415
-------- --------
Total assets $328,870 $329,800
======== ========
Liabilities and Stockholders' Equity
Liabilities:
Mortgages payable $166,564 $167,472
Dividends payable 3,275 3,255
Accrued expenses and other liabilities 3,300 3,554
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Total liabilities 173,139 174,281
-------- --------
Commitments and contingencies - -
Stockholders' equity:
Preferred stock, $1 par value;
12,500 shares authorized; none issued - -
Common stock, $1 par value; 25,000 shares
authorized; 9,781 and 9,770 shares
issued and outstanding 9,781 9,770
Paid-in capital 133,692 134,645
Accumulated other comprehensive income - net
unrealized gain on available-for-sale securities 927 818
Unearned compensation - (1,250)
Accumulated undistributed net income 11,331 11,536
-------- --------
Total stockholders' equity 155,731 155,519
-------- --------
Total liabilities and stockholders' equity $328,870 $329,800
======== ========
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,
---------
2006 2005
---- ----
Revenues:
Rental income $ 7,584 $ 6,777
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Operating expenses:
Depreciation and amortization 1,554 1,339
General and administrative (including $331
and $296, respectively, to related party) 1,103 871
Real estate expenses 58 95
Leasehold rent 77 77
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Total operating expenses 2,792 2,382
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Operating income 4,792 4,395
Other income and expenses:
Equity in earnings of unconsolidated
joint ventures 774 1,108
Interest and other income 216 20
Interest:
Expense (2,799) (2,506)
Amortization of deferred financing costs (140) (157)
Gain on sale of option to purchase property 227 -
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Income from continuing operations 3,070 2,860
Loss from discontinued operations - (137)
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Net income $ 3,070 $ 2,723
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Weighted average number of common shares outstanding:
Basic 9,894 9,795
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Diluted 9,897 9,802
===== =====
Net income per common share - basic and diluted:
Income from continuing operations $ .31 $ .29
Loss from discontinued operations - (.01)
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Net income per common share $ .31 $ .28
======= =======
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, 2006 (Unaudited)
and the year ended December 31, 2005
(Amounts in Thousands)
Accumulated
Other Unearned Accumulated
Common Paid-in Comprehensive Compen- Undistributed
Stock Capital Income sation Net Income Total
----- ------- ------ ------ ---------- -----
Balances, January 1, 2005 $ 9,728 $133,350 $ 717 $ (926) $ 3,246 $146,115
Distributions -
common stock - - - - (12,990) (12,990)
Exercise of options 11 109 - - - 120
Shares issued through
dividend reinvestment plan 31 569 - - - 600
Issuance of restricted stock - 617 - (617) - -
Compensation expense -
restricted stock - - - 293 - 293
Net income - - - - 21,280 21,280
Other comprehensive income-
net unrealized gain on
available-for-sale securities - - 101 - - 101
------
Comprehensive income 21,381
-------- -------- -------- -------- -------- ------
Balances, December 31, 2005 9,770 134,645 818 (1,250) 11,536 155,519
Reclassification upon the adoption
of FASB No. 123 (R) - (1,250) - 1,250 - -
Distributions -
common stock - - - - (3,275) (3,275)
Shares issued through
dividend reinvestment plan 11 191 - - - 202
Compensation expense -
restricted stock - 106 - - - 106
Net income - - - - 3,070 3,070
Other comprehensive income-
net unrealized gain on
available-for-sale securities - - 109 - - 109
--------
Comprehensive income 3,179
-------- -------- -------- -------- -------- --------
Balances, March 31, 2006 $ 9,781 $133,692 $ 927 $ - $ 11,331 $155,731
======== ======== ======== ======== ======== ========
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,
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2006 2005
---- ----
Cash flows from operating activities:
Net income $ 3,070 $ 2,723
Adjustments to reconcile net income
to net cash provided by operating activities:
Gain on sale (227) -
Increase in rental income from straight-lining of rent (360) (152)
Decrease in rental income from amortization of
intangibles relating to leases 8 6
Amortization of restricted stock expense 106 57
Equity in earnings of unconsolidated joint ventures (774) (1,108)
Distributions of earnings from unconsolidated joint ventures 740 1,046
Depreciation and amortization 1,554 1,460
Amortization of financing costs 140 183
Changes in assets and liabilities:
(Increase) decrease in escrow, deposits and other receivables (273) 736
(Decrease) increase in accrued expenses and other liabilities (254) 517
-------- --------
Net cash provided by operating activities 3,730 5,468
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Cash flows from investing activities:
Purchase of real estate and improvements (161) (25,028)
Investment in unconsolidated joint ventures, net 80 3,806
Net proceeds from sale of option to purchase property 227 -
Net proceeds from sale of available-for-sale securities 4 -
-------- --------
Net cash provided by (used in) investing activities 150 (21,222)
-------- --------
Cash flows from financing activities:
Repayment of mortgages payable (908) (4,049)
Proceeds from mortgages payable - 19,355
Payment of financing costs (8) (399)
Proceeds from bank line of credit, net - 4,400
Cash distributions - common stock (3,255) (3,230)
Exercise of stock options - 89
Issuance of shares through dividend reinvestment plan 202 93
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Net cash (used in) provided by financing activities (3,969) 16,259
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Net (decrease) increase in cash and cash equivalents (89) 505
Cash and cash equivalents at beginning of period 26,749 6,051
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Cash and cash equivalents at end of period $26,660 $ 6,556
======= =======
Supplemental disclosures of cash flow information:
Cash paid during the period for interest $ 2,792 $ 2,476
See accompanying notes to consolidated financial statements.
One Liberty Properties, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Note 1 - Organization and Background
One Liberty Properties, Inc. (the "Company") was incorporated in 1982 in the
state of Maryland. The Company is a self-administered and self-managed real
estate investment trust ("REIT"). The Company acquires, owns and manages a
geographically diversified portfolio of retail, industrial, office, movie
theater, health and fitness and other properties, a substantial portion of which
are under long-term net leases. Including the twelve properties purchased in
April 2006, the Company owns fifty-six properties, participates in six joint
ventures which own a total of fourteen properties, including one property held
for sale, and holds a 50% tenancy in common interest in one property. The
seventy-one properties are located in twenty-six states.
Note 2 - Basis of Preparation
The accompanying interim unaudited consolidated financial statements as of March
31, 2006 and for the three months ended March 31, 2006 and 2005 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, 2006 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, 2005.
Note 3 - Earnings Per Common Share
For the three months ended March 31, 2006 and 2005, basic earnings per share
were determined by dividing net income for the period by the weighted average
number of shares of the Company's Common Stock outstanding, which includes
unvested restricted stock, during each period.
Diluted earnings per share reflect 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 months ended March 31, 2006
and 2005, diluted earnings per share were 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 (3,468 and 6,879 for the three months ended
March 31, 2006 and 2005, respectively) using the treasury stock method.
One Liberty Properties, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(Continued)
Note 4 - 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. The Company is
the managing member of both joint ventures, which are between the Company and
MTC Investors LLC, an unrelated party, and own movie theater properties.
Joint Venture #1
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(amounts in thousands)
Condensed Balance Sheets March 31, December 31,
------------------------ --------- ------------
2006 2005
----- ----
(audited)
Cash and cash equivalents $ 313 $ 368
Real estate investments, net 53,095 53,384
Deferred financing costs 440 458
Unbilled rent receivable 1,451 1,390
Other assets 3 3
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Total assets $ 55,302 $ 55,603
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Mortgage loans payable $ 31,489 $ 31,720
Other liabilities 266 337
Equity 23,547 23,546
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Total liabilities and equity $ 55,302 $ 55,603
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Company's equity investment (A) $ 12,701 $ 12,706
======== ========
Three Months Ended
March 31,
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Condensed Statements of Operations 2006 2005
---------------------------------- ---- ----
Rental income $ 1,838 $ 1,840
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Depreciation and amortization 289 289
Operating expenses 74 73
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Total operating expenses 363 362
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Operating income 1,475 1,478
Other income and expenses:
Interest:
Expense (618) (635)
Amortization of deferred financing costs (17) (17)
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Net income attributable to members $ 840 $ 826
======== ========
Company's share of net income $ 420 $ 413
======== ========
Amount recorded in income statement (A) $ 415 $ 408
======== ========
Distributions received by the Company:
From operations $ 420 $ 415
======== ========
(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 4 - Investment in Unconsolidated Joint Ventures (Continued)
Joint Venture #2
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(amounts in thousands)
Condensed Balance Sheets March 31, December 31,
------------------------ --------- ------------
2006 2005
----- ----
(audited)
Cash and cash equivalents $ 869 $ 927
Real estate investments, net 37,787 37,989
Property held for sale (A) 640 640
Deferred financing costs 410 419
Unbilled rent receivable 1,210 1,136
Other assets, primarily investment in AIX stock (B) 515 432
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Total assets $41,431 $41,543
======= =======
Mortgage loans payable $25,354 $25,514
Other liabilities 504 559
Equity 15,573 15,470
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Total liabilities and equity $41,431 $41,543
======= =======
Company's equity investment $ 7,685 $ 7,632
======= =======
Three Months Ended
March 31,
---------
Condensed Statements of Operations 2006 2005
---------------------------------- ---- ----
Rental income $ 1,209 $ 1,754
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Depreciation and amortization 203 202
Operating expenses 18 22
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Total operating expenses 221 224
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Operating income 988 1,530
Other income and expenses:
Interest:
Expense (487) (499)
Amortization of deferred financing costs (8) (8)
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Net income attributable to members (A) $ 493 $ 1,023
======= =======
Company's share of net income $ 246 $ 512
======= =======
Distributions received by the Company:
From operations $ 243 $ 401
======= =======
(A) A stadium-style movie theater was under construction until September
2004, at which time the lease with the former operator was terminated by mutual
agreement and construction stopped. The joint venture is seeking alternative
uses for this property and is also offering this property for sale. The $640
shown on the balance sheet is net of a $2,562 provision for valuation adjustment
taken as a direct write down during the three months ended September 30, 2005.
There were no operations for this property during the three months ended March
31, 2006 and 2005.
(B) The joint venture owns 40,000 restricted shares of Class A common stock
of Access Integrated Technologies, Inc. (NASDAQ:AIXD), the parent company of a
tenant of the joint venture. In April 2006, the joint venture sold 20,000 shares
of the AIXD stock and realized a gain of $166,000.
One Liberty Properties, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(Continued)
Note 4 - Investment in Unconsolidated Joint Ventures (Continued)
At March 31, 2006, the remaining four unconsolidated joint ventures each owned
one property. At March 31, 2006 and December 31, 2005, the Company's equity
investment in these four joint ventures totaled $6,952,000 and $6,997,000,
respectively. These unconsolidated joint ventures contributed $113,000 and
$188,000 in equity earnings for the three months ended March 31, 2006 and 2005,
respectively.
Note 5 - Gain on Sale of Option to Purchase Property
During February 2006, the Company sold an option it owned to buy an interest in
certain property adjacent to one of the Company's properties and realized a gain
of $227,000.
Note 6 - Discontinued Operations
The following is a summary of income from discontinued operations for the three
months ended March 31, 2005 (in thousands) applicable to five properties sold in
the year ended December 31, 2005:
Three Months Ended
March 31, 2005
--------------
Revenues, primarily rental income $ 329
-------
Depreciation and amortization 121
Real estate expenses 227
Interest expense 118
-------
Total expenses 466
-------
Loss from discontinued operations $ (137)
=======
Note 7 - Common Stock Dividend Distribution
On March 10, 2006, the Board of Directors declared a quarterly cash distribution
of $.33 per share on the Company's Common Stock which was paid on April 3, 2006
to stockholders of record on March 22, 2006.
Note 8 - Comprehensive Income
Comprehensive income for the three months ended March 31, 2006 and 2005 are as
follows (amounts in thousands):
Three Months Ended
March 31,
---------
2006 2005
---- ----
Net income $ 3,070 $ 2,723
Other comprehensive income -
Unrealized gain (loss) on
available-for-sale securities 109 (106)
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Comprehensive income $ 3,179 $ 2,617
======= =======
Accumulated other comprehensive income, which is solely comprised of the net
unrealized gain on available-for-sale securities was $927,000 and $818,000 at
March 31, 2006 and December 31, 2005, respectively.
One Liberty Properties, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(Continued)
Note 9 - Restricted Stock
As of March 31, 2006, a total of 144,525 shares have been issued under the
Company's 2003 Incentive Plan, including 50,050 restricted shares that were
awarded in February 2006. The total number of shares issuable under this plan is
275,000. The restricted stock issued to date under the plan vests 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, but is included in the
earnings per share computation. In 2006, the Company adopted the provisions of
Financial Accounting Standards Board ("FASB") No. 123 (R), "Share-Based Payment
(revised 2004)". These provisions require that the estimated fair value of
restricted stock and stock options at the date of grant be amortized ratably
into expense over the appropriate vesting period. For the three months ended
March 31, 2006 and 2005, the Company recorded $106,000 and $57,000 of
compensation expense, respectively.
Note 10 - New Accounting Pronouncements
Emerging Issues Task Force ("EITF") Issue 04-5, "Investor's Accounting for an
Investment in a Limited Partnership when the Investor is the Sole General
Partner and the Limited Partners Have Certain Rights" was ratified by the FASB
in June 2005. This EITF provides guidance in determining whether a general
partner controls a limited partnership and what rights held by the limited
partners(s) preclude the sole general partner from consolidating the limited
partnership in accordance with the U.S. generally accepted accounting
principles. This EITF covers entities that are equivalent to limited
partnerships, such as limited liability companies, in which the Company is a
managing member. This EITF is effective no later than fiscal years beginning
after December 15, 2005 and as of June 29, 2005 for new or modified
arrangements. Management has adopted the EITF issue and its adoption did not
have an effect on earnings or the financial position of the Company.
Note 11 - Subsequent Events
On April 7, 2006, the Company acquired eleven retail furniture stores, located
in six states, leased to a single tenant. The properties were acquired for a
purchase price of approximately $51,200,000, with approximately $22,250,000 paid
in cash, $2,000,000 borrowed under the Company's line of credit and the
remainder through the assumption of a mortgage of approximately $26,950,000. The
basic term of the net lease expires August 14, 2022, with several renewal
options.
On April 27, 2006, the Company acquired a commercial building leased to a single
tenant. The property was acquired for a purchase price of approximately
$5,000,000, with $3,900,000 funded with the proceeds of a first mortgage and the
balance paid in cash. The basic term of the net lease expires August 31, 2016,
with five renewal options of five years each.
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 and self-managed real estate investment trust, or
REIT, and we primarily own real estate that we net lease to tenants. Including
the twelve properties purchased in April 2006, we own 56 properties, participate
in six joint ventures which own a total of 14 properties, including one property
held for sale, and hold a 50% tenancy in common interest in one property. These
71 properties are located in 26 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.
At March 31, 2006, excluding mortgages payable of our unconsolidated joint
ventures, we had 37 outstanding mortgages payable, aggregating approximately
$167 million in principal amount, each of which is secured by a first lien on an
individual real estate property. The real properties securing our outstanding
mortgages payable have an aggregate carrying value of approximately $253
million, adjusted for intangibles, before accumulated depreciation. The
mortgages bear interest at fixed rates ranging from 5.125% to 8.8%, and mature
between 2006 and 2023.
Results of Operations
---------------------
Comparison of Three Months Ended March 31, 2006 and 2005
Revenues
Rental income increased by $807,000, or 11.9%, to $7.6 million for the three
months ended March 31, 2006 from $6.8 million for the three months ended March
31, 2005. The increase in rental income is primarily due to $792,000 of rental
revenues earned during the three months ended March 31, 2006 on eight properties
acquired by us between January 2005 and November 2005.
Operating Expenses
Depreciation and amortization expense increased by $215,000, or 16.1%, to $1.6
million for the three months ended March 31, 2006. The increase in depreciation
and amortization expense was primarily due to the acquisition of eight
properties between January 2005 and November 2005.
General and administrative expenses increased by $232,000, or 26.6%, to $1.1
million for the three months ended March 31, 2006. The increase was due to a
number of factors including an increase of approximately $35,000 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, 2006 is an increase in compensation
expense of $97,000 relating to the amortization of restricted stock and an
increase in payroll expense. The increase also results from $40,000 of fees of
special counsel retained by our Audit Committee and other legal fees incurred in
connection with the investigation and litigation relating to certain financial
dealings of our former president and chief executive officer. Professional fees
also increased by $15,000 in the three months ended March 31, 2006 primarily due
to an increase in fees to our independent public accounting firm. Additionally,
for the three months ended March 31, 2006, directors' fees increased by
approximately $16,000, travel expenses increased by approximately $15,000 and
other miscellaneous expenses increased by approximately $14,000.
Real estate expenses decreased by $37,000, or 38.9%, for the three months ended
March 31, 2006, resulting primarily from operating expenses incurred in the 2005
three month period relating to two properties.
Other Income and Expenses
Our equity in earnings of unconsolidated joint ventures decreased by $334,000,
or 30.1%, to $774,000 for the three months ended March 31, 2006. In February
2005, the operator of one of the movie theaters owned by one of our joint
ventures sold its business to an independent third party, which sale resulted in
the payment to the joint venture of rental arrearages totaling $592,000. We have
a 50% interest in this joint venture and the payment resulted in $296,000 of
equity in earnings to us in the three months ended March 31, 2005. The decrease
in the three months ended March 31, 2006 also results from mortgage interest
expense incurred by one of our joint ventures relating to a mortgage obtained on
March 31, 2005. These decreases were offset, in part, by higher rent payments
received during the three months ended March 31, 2006 from the new tenant in the
movie theater discussed above.
Interest and other income increased by $196,000 to $216,000, for the three
months ended March 31, 2006 primarily due to interest earned on our investment
in short-term cash equivalents of the proceeds received from a mortgage
financing completed during December 2005.
Interest expense increased by $293,000, or 11.7%, to $2.8 million for the three
months ended March 31, 2006. This includes an increase of $449,000 on our
mortgages payable, principally resulting from mortgages placed on eleven
properties between January 2005 and December 2005. This increase was offset by
a decrease of $156,000 during the three months ended March 31, 2006 of interest
expense related to our line of credit. The expense in the three months ended
March 31, 2005 resulted from borrowings made to facilitate the purchase of
several properties. There was no credit line balance outstanding during the
three months ended March 31, 2006.
Amortization of deferred financing costs decreased by $17,000, or 10.8%, to
$140,000 for the three months ended March 31, 2006. The decrease results from
the write off of the balance of deferred financing costs related to a mortgage
we paid off in full during the three months ended March 31, 2005, offset in part
by the amortization of deferred mortgage costs during the three months ended
March 31, 2006 resulting from mortgages placed on eleven properties between
January 2005 and December 2005.
During February 2006, we sold an option to buy an interest in certain property
adjacent to one of our properties and recognized a gain of $227,000.
Discontinued Operations
During the year ended December 31, 2005, we sold five properties. The results of
operations for these five properties are included in discontinued operations for
the three months ended March 31, 2005. There were no discontinued operations
during the three months ended March 31, 2006.
Liquidity and Capital Resources
-------------------------------
We had cash and cash equivalents of approximately $26.7 million at March 31,
2006. 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.
The facility 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 June 30, 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 such properties. There was no balance outstanding under
the facility at March 31, 2006. During April 2006, we borrowed $2 million under
our facility and used approximately $22.3 million in cash to purchase 11
properties (in a single transaction) and used approximately $1.1 million in cash
to purchase one additional property.
We are actively engaged in seeking additional property acquisitions, including
acquisitions with joint venture partners, and we are involved in various stages
of negotiation with respect to the acquisition of additional properties. We will
fund our future real estate acquisitions by using cash provided from operations,
cash provided from mortgage financings and funds available under our credit
facility.
We had no outstanding contingent commitments, such as guarantees of
indebtedness, or any other contractual cash obligations at March 31, 2006.
Cash Distribution Policy
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 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% of our annual taxable
income, including gains on the sale of real estate except where we elect to
defer gains for tax purposes and invest the proceeds in new properties under
applicable rules of the Internal Revenue Code. 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. Since there was no
outstanding balance on the credit line during the three months ended March 31,
2006, changes in interest rates would not have had an impact on the amount of
interest expense incurred during that period.
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, 2006 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, 2006 that materially
affected, or are reasonably likely to materially affect, our internal control
over financial reporting.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
-----------------
For a description of all material legal proceedings, please see Note 12
to the Consolidated Financial Statements, as well as Item 3, of the Company's
Annual Report on Form 10-K for the year ended December 31, 2005 and Item 8.01 of
the Company's Current Report on Form 8-K filed on August 16, 2005. Item 3 and
Note 12 to the Consolidated Financial Statements of our 2005 Annual Report and
Item 8.01 of our report on Form 8-K filed August 16, 2005 are hereby
incorporated herein by reference.
Item 6. Exhibits
--------
Exhibit 31.1 Certification of Chairman of the Board 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 Chairman of the Board 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 8, 2006 /s/ Patrick J. Callan, Jr.
----------- ---------------------------------
Date Patrick J. Callan, Jr.
President
(authorized officer)
May 8, 2006 /s/ David W. Kalish
----------- -------------------------------
Date David W. Kalish
Senior Vice President and
Chief Financial Officer
(principal financial officer)
EXHIBIT 31.1
------------
CERTIFICATION
I, Fredric H. Gould, Chairman of the Board 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, 2006 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 8, 2006
/s/ Fredric H. Gould
----------------------------
Fredric H. Gould
Chairman of the Board 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, 2006 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 8, 2006 /s/ David W. Kalish
------------------------
David W. Kalish
Senior Vice President
and Chief Financial Officer
EXHIBIT 32.1
------------
CERTIFICATION OF CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C. 1350
(SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002)
The undersigned, Fredric H. Gould, Chairman of the Board 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, 2006 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 8, 2006 /s/ Fredric H. Gould
--------------------------------
Fredric H. Gould
Chairman of the Board 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, 2006 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 8, 2006 /s/ David W. Kalish
------------------------------
David W. Kalish
Senior Vice President
and Chief Financial Officer