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) April 11, 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, dated April 11, 2000 (filed
with the Securities and Exchange Commission on April 11, 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
ESAB Corporate Headquarters Financial Statement for the year ended
December 31, 1999
Report of Independent Auditors............................................ 1
Statement of Revenue and Certain Expenses..................................2
Notes to Statement of Revenue and Certain Expenses.........................3-4
One Liberty Pro Forma Consolidated Financial Statements (Unaudited)
Pro Forma Consolidated Financial Statements (Unaudited)................... 5
Pro Forma Consolidated Balance Sheet (Unaudited).......................... 6
Pro Forma Consolidated Income Statement (Unaudited)....................... 7
Notes to Pro Forma Consolidated Balance Sheet and Income
Statement(Unaudited)...................................................8-9
(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
May 10, 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 accompanying statement of revenue and certain expenses of
the property known as ESAB Corporate Headquarters located in Hanover,
Pennsylvania (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 revenue 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 revenue and certain expenses of the Property, as
described in Note 1, for the year ended December 31, 1999, in conformity with
accounting principles generally accepted in the United States.
/S/ Ernst & Young LLP
New York, New York
April 14, 2000
ESAB Corporate Headquarters
Statement of Revenue and Certain Expenses
For the year ended December 31, 1999
Revenue:
Rental income $ 1,338,341
Certain expenses:
Management fee 36,800
Insurance 2,531
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Total certain expenses 39,331
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Revenue in excess of certain expenses $ 1,299,010
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See accompanying notes.
ESAB Corporate Headquarters
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 revenue and certain expenses related to the
operation of a one-story retail building, located in Hanover, Pennsylvania (the
"Property"). The Property was purchased by a wholly owned subsidiary of One
Liberty Properties, Inc. (the "Company") on April 11, 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 the tenant is required to pay in
accordance with the terms of its lease 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 lease amounted to approximately $45,000 for the
year ended December 31, 1999.
4. Lease Agreement
The Property is leased under a noncancellable operating lease to one corporate
tenant which expires in 2008, with renewal rights. The lease agreement is a net
lease arrangement, which requires the tenant to pay not only rent but all the
expenses of the Property including maintenance, taxes, utilities and insurance.
ESAB Corporate Headquarters
Notes to Statement of Revenue and Certain Expenses (continued)
4. Lease Agreement (continued)
The minimum future rentals to be received under the operating lease in place at
December 31, 1999, are as follows:
Year ending December 31,
2000 $ 1,264,916
2001 1,264,916
2002 1,264,916
2003 1,311,717
2004 1,358,519
Thereafter 4,754,817
=================
$ 11,219,801
=================
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 ESAB Corporate Headquarters (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 The Company
Historical Purchase of Pro Forma
(A) Property As Adjusted
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Assets
Real estate investments, at cost:
Land $ 16,639 $ 2,293 (B) $ 18,932
Buildings 59,269 9,170 (B) 68,439
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75,908 11,463 87,371
Less accumulated depreciation 5,138 - 5,138
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70,770 11,463 82,233
Cash and cash equivalents 11,247 - 11,247
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 96 (C) 828
Other 410 - 410
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$ 85,949 $ 11,559 $ 97,508
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Liabilities and stockholders' equity
Mortgages payable $ 35,735 $ 9,015 $ 44,750
Line of credit - 2,544 (D) 2,544
Accrued expenses and other liabilities 410 - 410
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Total liabilities 36,145 11,559 47,704
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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
=======================================================
$ 85,949 $ 11,559 $ 97,508
=======================================================
See accompanying notes.
One Liberty Properties, Inc.
Pro Forma Consolidated Income Statement (Unaudited)
For the year ended December 31, 1999
(Dollars in thousands except per share data)
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 $ 1,338 $ 4 (C) $ 10,173
Interest and other income 1,349 - - 1,349
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10,180 1,338 4 11,522
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Expenses:
Depreciation and amortization 1,645 - 243 (D) 1,888
Interest - mortgages payable 2,543 - 686 (F) 3,229
Interest - line of credit - - 216 (E) 216
Leasehold rent 289 - - 289
General and administrative 933 39 (37)(G) 935
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5,410 39 1,108 6,557
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Income before gain on sale and
minority interest 4,770 1,299 (1,104) 4,965
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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 1,299 (1,104) 5,091
Minority interest (17) - - (17)
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Net income $ 4,879 $ 1,299 $ (1,104) $ 5,074
======================================================================
Calculation of net income
applicable to common
stockholders:
Net income $ 4,879 $ 1,299 $ (1,104) $ 5,074
Less dividends and accretion
on preferred stock 1,247 - - 1,247
======================================================================
Net income applicable to
common stockholders $ 3,632 $ 1,299 $ (1,104) $ 3,827
======================================================================
Net income per common share
Basic (H) $ 1.23 $ 1.29
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Diluted (H) $ 1.23 $ 1.29
================= ==================
See accompanying notes.
One Liberty Properties, Inc.
Notes to Pro Forma Consolidated Financial Statements (Unaudited)
For the year ended 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 April 11, 2000 purchase price allocation for the Company's
acquisition of the property located in Hanover, Pennsylvania (the
"Property"), as of December 31, 1999, for approximately $11.5 million.
There was no independent valuation performed on this property. $2.4
million of the purchase price was funded from the Company's revolving
credit facility. The Company also assumed a mortgage note with an
outstanding balance of approximately $9 million which was collateralized
by the Property.
(C) To reflect financing costs incurred in connection with the assumption of
the mortgage note described in (B) above.
(D) To reflect the funds borrowed under the Company's line of credit.
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 straight line depreciation for the Property based on an
estimated useful life of 40 years and straight line amortization for the
financing costs described in 1-(C) above, over the life of the mortgage
note (7 years).
One Liberty Properties, Inc.
Notes to Pro Forma Consolidated Financial Statements (Unaudited)
(Continued)
2. Notes to Pro Forma Consolidated Income Statement (continued)
(E) To reflect the interest expense for borrowings under the revolving credit
facility used to fund a portion of the purchase price (approximately $2.5
million at 8.5%).
(F) To reflect the interest expense for borrowings under the mortgage note
assumed and secured by the Property (approximately $9 million at 7.55%).
(G) To reflect the reduction of management fees paid to third parties as the
Company will manage the Property internally.
(H) Basic net income per common share is calculated based on approximately
2,960,000 weighted average common shares outstanding and diluted net income
per common share is calculated based on approximately 2,963,000 weighted
average common shares and common share equivalents outstanding.