SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) February 18, 2000
ONE LIBERTY PROPERTIES, INC.
(Exact name of registrant as specified in charter)
Maryland 0-11083 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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Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant hereby amends the following items, financial statements, exhibits
or other portions of its Current Report on Form 8-K/A No. 1, dated February 18,
2000 (filed with the Securities and Exchange Commission on February 18, 2000),
as set forth in the pages attached hereto.
Item 7. Financial Statements and Exhibits
(a) and (b) Financial Statements of Property Acquired and Pro Forma
Financial Statements
Collin Creek Crossing Financial Statements As Of December 31, 1999
Report of Independent Auditors..............................................2
Statement of Revenue and Certain Expenses...................................3
Notes to Statement of Revenue and Certain Expenses........................4-5
One Liberty Properties, Inc. Pro Forma Consolidated Financial Statements
As Of December 31, 1999 (Unaudited)
Pro Forma Consolidated Financial Statements (Unaudited).....................6
Pro Forma Consolidated Balance Sheet (Unaudited)............................7
Pro Forma Consolidated Income Statement (Unaudited).........................8
Notes to Pro Forma Consolidated Balance Sheet
and Income Statement (Unaudited)......................................9-10
(c) Exhibits
None
SIGNATURES
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 thereunto duly authorized.
ONE LIBERTY PROPERTIES, INC.
Dated: Great Neck, NY By: /s/ David W.Kalish
April 24, 2000 -----------------------------------------
David W. Kalish
Vice President and Chief Financial Officer
Report of Independent Auditors
To the Board of Directors of
One Liberty Properties, Inc.
We have audited the statement of revenues and certain expenses of the property
at Collin Creek Crossing in Plano, Texas (the "Property"), as described in Note
1, for the year ended December 31, 1999. This financial statement is the
responsibility of the Property's management. Our responsibility is to express an
opinion on this financial statement based on our audit.
We conducted our audit in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statement is free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statement. An audit also
includes assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.
The accompanying statement of revenues and certain expenses was prepared for the
purpose of complying with the rules and regulations of the Securities and
Exchange Commission for inclusion in Form 8-K/A of One Liberty Properties, Inc.,
and is not intended to be a complete presentation of the Property's revenues and
expenses.
In our opinion, the financial statement referred to above presents fairly, in
all material respects, the revenues and certain expenses of the Property, as
described in Note 1, for the year ended December 31, 1999, in conformity with
generally accepted accounting principles.
ERNST & YOUNG LLP
New York, New York
April 14, 2000
Collin Creek Crossing
Statement of Revenue and Certain Expenses
(Note 1)
Year ended December 31, 1999
Revenues (Note 3):
Rental income $ 681,903
Certain expenses:
Property operating expenses 3,400
Insurance 5,664
Property management fees 12,266
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Total certain expenses 21,330
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Revenues in excess of certain expenses $ 660,573
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See accompanying notes.
Collin Creek Crossing
Notes to Statement of Revenue and Certain Expenses
For the year ended December 31, 1999
1. Basis of Presentation
Presented herein is the statement of revenues and certain expenses related to
the operation of a one-story, retail building, located at Collin Creek Crossing
in Plano, Texas (the "Property"). The Property was purchased by a wholly owned
subsidiary of One Liberty Properties, Inc. (the "Company"). The Property was
purchased on February 10, 2000.
The accompanying financial statement has been prepared in accordance with the
applicable rules and regulations of the Securities and Exchange Commission for
the acquisition of real estate property. Accordingly, the financial statement
excludes certain expenses that may not be comparable to those expected to be
incurred by the Company in the proposed future operations of the Property. Items
excluded consist of interest, depreciation and general and administrative
expenses not directly related to the future operations.
2. Use of Estimates
The preparation of a financial statement in conformity with accounting
principles generally accepted in the United States requires management to make
estimates and assumptions that affect the amounts reported in the financial
statement and accompanying notes.
Actual results could differ from those estimates.
3. Revenue Recognition
Rental income includes base rent that each tenant is required to pay in
accordance with the terms of their respective leases reported on a straight line
basis over the initial term of the lease. The excess of amounts so recognized
over amounts due pursuant to the underlying leases amounted to approximately
$69,000 for the year ended December 31, 1999.
4. Lease Agreements
The Property is leased under noncancellable operating leases to two corporate
tenants which expire in 2013 and 2014, with certain tenant renewal rights. The
lease agreements are net lease arrangements which require the tenant to pay not
only rent but all the expenses of the Property including maintenance, taxes,
utilities and insurance.
Collin Creek Crossing
Notes to Statement of Revenues and Certain Expenses (continued)
4. Lease Agreements (continued)
The minimum future rentals to be received over the next five years on the
operating leases at December 1999 are as follows:
Year ending December 31,
2000 $ 783,054
2001 783,054
2002 783,054
2003 809,250
2004 861,250
Thereafter 8,048,738
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$12,081,840
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One Liberty Properties, Inc.
Pro Forma Consolidated Financial Statements
(Unaudited)
The unaudited pro forma consolidated balance sheet of One Liberty Properties,
Inc. (the "Company") as of December 31, 1999 has been prepared as if the
Company's acquisition of Collin Creek Crossing (the "Property") had been
consummated on December 31, 1999. The unaudited pro forma consolidated income
statement for the year ended December 31, 1999 is presented as if the Company's
acquisition of the Property occurred at January 1, 1999 and the effect was
carried forward through the year.
The pro forma consolidated financial statements do not purport to represent what
the Company's financial position or results of operations would have been
assuming the completion of the Company's acquisition of the Property had
occurred at January 1,1999 and for the year indicated, nor do they purport to
project the Company's financial position or results of operations at any future
date or for any future period. These pro forma consolidated financial statements
should be read in conjunction with the Company's 1999 annual report on Form
10-K.
One Liberty Properties, Inc.
Pro Forma Consolidated Balance Sheet (Unaudited)
As of December 31, 1999
(Dollars in thousands)
The Company Purchase of The Company
Historical Property Pro Forma
(A) (B) as Adjusted
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Assets
Real estate investments, at cost:
Land $ 16,639 $ 1,530 $ 18,169
Buildings 59,269 6,120 65,389
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75,908 7,650 83,558
Less accumulated depreciation 5,138 - 5,138
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70,770 7,650 78,420
Cash and cash equivalents 11,247 (2,650) 8,597
Unbilled rent receivable 1,737 - 1,737
Rent, interest, deposits and other receivables 813 - 813
Investment in BRT Realty Trust (related party) 240 - 240
Deferred financing costs 732 - 732
Other 410 - 410
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$ 85,949 $ 5,000 $ 90,949
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Liabilities and stockholders' equity
Mortgages payable $ 35,735 $ 5,000 $ 40,735
Accrued expenses and other liabilities 410 - 410
Dividends payable - - -
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Total liabilities 36,145 5,000 41,145
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Commitments and contingencies - - -
Minority interest in subsidiary 2 - 2
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Stockholders' equity:
Redeemable convertible preferred stock 10,802 - 10,802
Common stock 2,980 - 2,980
Paid-in capital 31,338 - 31,338
Accumulated other comprehensive income 33 - 33
Accumulated undistributed net income 4,649 - 4,649
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Total stockholders' equity 49,802 - 49,802
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$ 85,949 $ 5,000 $ 90,949
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See accompanying notes.
One Liberty Properties, Inc.
Pro Forma Consolidated Income Statement (Unaudited)
As of December 31, 1999
(Dollars in thousands)
The Company Purchase of The Company
Historical Property Pro Forma Pro Forma
(A) (B) Adjustments as Adjusted
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Revenues:
Rental income $ 8,831 $ 682 $ 4 $ 9,517
(C)
Interest and other income 1,349 - (80) 1,269
(D)
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10,180 682 (76) 10,786
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Expenses:
Depreciation and amortization 1,645 - 153 1,798
(E)
Interest - mortgages payable 2,543 - 418 2,961
(F)
Leasehold rent 289 - - 289
General and administrative 933 21 (12) 942
(G)
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5,410 21 559 5,990
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Income before gain on sale and
minority interest 4,770 661 (635) 4,796
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Gain on sale of real estate 62 - - 62
Gain on sale of available-for-sale
securities 64 - - 64
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126 126
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Income before minority interest 4,896 661 (635) 4,922
Minority interest (17) - - (17)
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Net income $ 4,879 $ 661 $ (635) $ 4,905
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Calculation of net income
applicable to common
stockholders:
Net income $ 4,879 $ 661 $ (635) $ 4,905
Less dividends and accretion
on preferred stock 1,247 - - 1,247
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Net income applicable to
common stockholders $ 3,632 $ 661 $ (635) $ 3,658
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Net income per common share
Basic (H) $ 1.23 $ 1.24
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Diluted (H) $ 1.23 $ 1.23
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See accompanying notes.
One Liberty Properties, Inc.
Notes to Pro Forma Consolidated Statements (Unaudited)
December 31, 1999
1. Notes to Pro Forma Consolidated Balance Sheet
(A) To reflect the consolidated balance sheet of One Liberty Properties, Inc.
(the "Company") as of December 31, 1999 as reported on Form 10-K.
(B) To reflect the February 10, 2000 purchase price allocation for the
Company's acquisition of the property located at Collin Creek Crossing in
Plano, Texas (the "Property"), as of December 31, 1999 for $7.65 million.
There was no independent valuation performed on these properties. $2.65
million of the purchase price was funded from the Company's cash balance
and the remaining balance of $5 million was financed through a $5 million
mortgage note collateralized by the Property.
2. Notes to Pro Forma Consolidated Income Statement
(A) To reflect the consolidated income statement of the Company for the year
ended December 31, 1999 as reported on the Company's Form 10-K.
(B) To reflect the historical operations of the Property for the year ended
December 31, 1999.
(C) Rental income from the Property adjusted to reflect straight line amounts
as of January 1, 1999.
(D) To reflect reduction in interest as a result of the cash paid for the
purchase of the Property.
(E) To reflect straight line depreciation for the Property based on an
estimated useful life of 40 years.
(F) To reflect the interest expense for borrowings under the mortgage note
financing secured by the Property ($5 million at 8.26%)
(G) To reflect the reduction of management fees paid to third parties as the
Company will manage the Property.
One Liberty Properties, Inc.
Notes to Pro Forma Consolidated Statements (Unaudited)
(Continued)
2. Notes to Pro Forma Consolidated Income Statement (continued)
(H) Basic net income per common share is calculated based on 2,960,000
weighted average common shares outstanding and diluted net income per
common share is calculated based on 2,963,000 weighted average common
shares and common share equivalents outstanding.