UNITED STATES
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) November 8, 2004
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)
Registrant's telephone number, including area code 516-466-3100
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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))
Item 2.02. Results of Operations and Financial Condition
On November 8, 2004 registrant issued a press release announcing its results of
operations for the quarter and nine months ending September 30, 2004. The press
release is attached as an exhibit to this Form 8-K.
Item 9.01 Financial Statement and Exhibits
(a) Financial Statement of Businesses Acquired. Not Applicable.
(b) Proforma Financial Information. Not Applicable.
(c) Exhibits.
99.1 Press release issued November 8, 2004.
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 hereunto duly authorized.
ONE LIBERTY PROPERTIES, INC.
Date: November 9, 2004 By: /s/ Simeon Brinberg
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Simeon Brinberg
Senior Vice President
ONE LIBERTY PROPERTIES, INC.
60 CUTTER MILL ROAD - SUITE 303
GREAT NECK, NY 11021
Telephone 516-466-3100
Telecopier 516-466-3132
www.onelibertyproperties.com
ONE LIBERTY PROPERTIES ANNOUNCES RESULTS OF OPERATIONS
FOR THE QUARTER AND NINE MONTHS ENDED SEPTEMBER 30, 2004
Great Neck, New York - November 8, 2004 - One Liberty Properties, Inc. (NYSE:
OLP) today announced that for the three months ended September 30, 2004 it had
revenues of $6,347,000 and net income applicable to common stockholders of
$2,499,000, or $.26 per share on a diluted basis. Net income applicable to
common stockholders includes the Company's equity in earnings of unconsolidated
joint ventures of $669,000 and a $73,000 gain on property sales. For the quarter
ended September 30, 2003, the Company reported revenues of $5,055,000 and net
income applicable to common stockholders of $1,894,000, or $.33 per share on a
diluted basis. Net income for the quarter ended September 30, 2003 includes the
Company's equity in earnings of unconsolidated joint ventures of $591,000. The
weighted average number of common shares outstanding on a diluted basis was
9,762,000 and 5,740,000 for the three months ended September 30, 2004 and
September 30, 2003, respectively.
The Company had revenues of $18,195,000 and net income applicable to common
stockholders of $6,965,000, or $.72 per share on a diluted basis, for the nine
months ended September 30, 2004. Net income for the nine months ended September
30, 2004 includes the Company's equity in earnings of unconsolidated joint
ventures of $1,639,000 and gain on property and securities sales of $74,000.
This compares with revenues, net income applicable to common stockholders and
net income per share on a diluted basis of $14,281,000, $5,582,000 and $.98 per
share, respectively, for the nine months ended September 30, 2003. Net income
for the nine months ended September 30, 2003 includes the Company's equity in
earnings of unconsolidated joint ventures of $1,834,000 and gain on sale of
property of $14,000. The weighted average number of common shares outstanding on
a diluted basis was 9,729,000 and 5,708,000 for the nine months ended September
30, 2004 and September 30, 2003, respectively.
Funds from operations applicable to common stockholders for the three months
ended September 30, 2004 was $3,880,000, or $.40 per share on a diluted basis,
compared to $2,943,000, or $.51 per share on a diluted basis, for the three
months ended September 30, 2003. Funds from operations for the nine months ended
September 30, 2004 was $11,038,000, or $1.13 per share on a diluted basis, as
compared to $8,541,000, or $1.50 per share on a diluted basis, for the nine
months ended September 30, 2003. Funds from operations, calculated in accordance
with the NAREIT definition, adds back to net income depreciation of properties,
the Company's share of depreciation in unconsolidated joint ventures and
amortization of capitalized leasing expenses and deducts gain on sale of real
estate and cash distributions paid to preferred stockholders. (See attached
chart). The Company redeemed all of its outstanding preferred stock on December
30, 2003.
Commenting on the results of operations and the funds from operations, Jeffrey
Fishman, President and Chief Executive Officer of the Company, noted that
revenues, substantially all of which represents rental income, increased by
$1,292,000, or 25.6%, quarter versus quarter and $3,914,000, or 27.4%, nine
months versus nine months due to rental revenues earned on nine properties
acquired by the Company between February 2003 and August 2004. Total expenses
increased $1,097,000, or 31.4%, quarter versus quarter, and $3,174,000, or
32.5%, nine months versus nine months as a result of increases in depreciation
and amortization due to the ownership of additional properties, in mortgage
interest as the result of new mortgages placed on properties and the assumption
of mortgages in connection with property acquisitions between February 2003 and
March 2004, in general and administrative expenses and in real estate expenses.
The increase in general and administrative expenses is principally due to an
increase in professional fees resulting from property acquisitions, mortgage
refinancings and compliance with the Sarbanes-Oxley Act and recently adopted
accounting pronouncements, increased staffing, increases in executive
compensation and amortization of restricted stock awards. The increase in
general and administrative expenses in the nine months ending September 30, 2004
is also due to a non-recurring fee for the initial listing by the Company of its
common stock on the New York Stock Exchange in January 2004. The increases in
real estate expenses in both current periods is due in large part to the vacancy
of two properties, one resulting from a tenant not renewing its lease and the
other part from disaffirmance of a lease by a tenant which filed for bankruptcy
protection.
In reviewing the results of operations, Mr. Fishman commented that the per share
income in both 2004 periods declined in comparison to the 2003 periods due to
the completion of a public offering by the Company in October 2003 resulting in
a significant increase in the average weighted number of shares outstanding,
combined with the fact that at September 30, 2004, the proceeds from such public
offering had not yet been fully applied. He noted that in October 2004 the
Company acquired a property for approximately $17,000,000 and that to consummate
that acquisition the Company used the balance of the 2003 public offering
proceeds and $7,000,000 drawn down under its credit line. He commented further
that the five properties acquired to date in 2004 were acquired at various times
during the year and that these properties and properties acquired through the
end of the year will positively impact 2005 revenues and net income. Mr. Fishman
stated that the Company is actively engaged in seeking additional property
acquisitions and is in various stages of negotiations with respect to the
property acquisitions. He noted that the Company will use the cash provided from
mortgage financings on recently acquired properties, funds available under the
credit facility and cash provided from operations to fund these additional
acquisitions.
With respect to the Company's equity in earnings of unconsolidated ventures,
which decreased nine months versus nine months and increased modestly three
months over three months, Mr. Fishman stated that the decrease nine months
versus nine months was primarily due to the non-payment of rent at one of the
Company's movie theater joint venture properties, a situation which has now been
remedied, and the reversal of the straight line rent previously recognized with
respect to this property and another theater property operated by the same
lessee. Equity in earnings of unconsolidated joint ventures was also adversely
affected in both current periods by the bankruptcy of a retail tenant (not a
movie theater) occupying a property owned by a joint venture in which the
Company has a 50% equity position. These decreases were offset in part in the
nine month period ended September 30, 2004 and fully in the three months ended
September 30, 2004 by the Company's purchase of an additional 25% interest in
its other movie theater joint venture as of October 1, 2003 and the organization
in August 2004 of an additional joint venture in which the Company has a 50%
interest.
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 future results of operations and future acquisitions, 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 will appear
in the Company's Form 10-K for the year ended December 31, 2003. 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 Nine Months Ended
September 30, September 30,
2004 2003 2004 2003
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Revenues
Rental income - Note 1 $ 6,275 $ 4,914 $17,970 $13,904
Interest and other income 72 141 225 377
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6,347 5,055 18,195 14,281
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Expenses
Depreciation and amortization 1,173 866 3,334 2,419
Interest-mortgages payable 2,126 1,675 6,242 4,846
Interest-line of credit 128 216 256 427
Leasehold rent 42 0 42 0
General and administrative 801 584 2,402 1,649
Public offering expenses 0 25 0 25
Real estate expenses 320 127 667 403
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4,590 3,493 12,943 9,769
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Earnings before equity in earnings of unconsolidated
joint ventures and gain on sale 1,757 1,562 5,252 4,512
Equity in earnings of unconsolidated joint ventures 669 591 1,639 1,834
Gain on sale of real estate and available-for-sale
securities 73 0 74 14
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Net income $ 2,499 $ 2,153 $ 6,965 $ 6,360
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Calculation of net income applicable to common stockholders:
Net income $ 2,499 $ 2,153 $ 6,965 $ 6,360
Less: distributions on preferred stock 0 259 0 778
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Net income applicable to
common stockholders $ 2,499 $ 1,894 $ 6,965 $ 5,582
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Net income per common share:
Basic $ .26 $ .33 $ .72 $ .98
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Diluted $ .26 $ .33 $ .72 $ .98
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Funds from operations applicable to
common stockholders* $ 3,880 $ 2,943 $11,038 $ 8,541
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Funds from operations per common share:
Diluted $ .40 $ .51 $ 1.13 $ 1.50
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Weighted average number of common shares outstanding:
Basic 9,749 5,706 9,711 5,675
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Diluted 9,762 5,740 9,729 5,708
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Note 1 - Rental income includes straight line rent accruals of $645 and $229
for the nine and three months ended September 30, 2004 and $849 and $217 for
the nine and three months ended September 30, 2003, respectively.
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* Funds from operations applicable to common stockholders is summarized in
the following table:
Net income $ 2,499 $ 2,153 $ 6,965 $ 6,360
Add: depreciation of properties 1,173 866 3,334 2,419
Add: our share of depreciation in
unconsolidated joint ventures 268 179 772 537
Add: amortization of capitalized
leasing expenses 13 4 40 17
Deduct: gain on sale of real estate (73) - (73) (14)
Deduct: preferred distributions - (259) - (778)
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Funds from operations applicable to
common stockholders $ 3,880 $ 2,943 $11,038 $ 8,541
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