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) August 23, 2000
ONE LIBERTY PROPERTIES, INC.
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(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 August 23, 2000
(filed with the Securities and Exchange Commission on August 28, 2000), as set
forth in the pages attached hereto.
Item 7. Financial Statements and Exhibits
(a) and (b) Financial Statements of Properties Acquired and Pro Forma
inancial Statements
Michigan Health Club Facilities
Financial Statements for the Year Ended December 31, 1999 and for the Six Month
Period ended June 30, 2000 (unaudited)
Report of Independent Auditors 1
Statement of Revenue 2
Notes to Statement of Revenue 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 Statements (Unaudited) 7-8
Notes to Pro Forma Consolidated Balance Sheet and
Income Statements (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
October 11, 2000 ------------------------------------
David W. Kalish
Vice President and Chief Financial Officer
10
Report of Independent Auditors
To the Board of Directors of
One Liberty Properties, Inc.
We have audited the accompanying statement of revenue of the properties known as
Michigan Health Club Facilities located in Grand Rapids, Michigan (the
"Properties"), as described in Note 1, for the year ended December 31, 1999.
This financial statement is the responsibility of the Properties' 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 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 Properties' revenues and expenses.
In our opinion, the financial statement referred to above presents fairly, in
all material respects, the revenue of the Properties, 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
September 29, 2000
Michigan Health Club Facilities
Statement of Revenue
Six Month
Period Ended
Year Ended June 30, 2000
December 31, 1999 (Unaudited)
----------------- -------------
Revenue:
Rental income $ 746,500 $ 378,326
--------- ---------
Total Revenue $ 746,500 $ 378,326
========= =========
See accompanying notes.
Michigan Health Club Facilities
Notes to Statement of Revenue
For the Year Ended December 31, 1999
1. Basis of Presentation
Presented herein is the statement of revenue related to the operation of two
one-story buildings, located in Grand Rapids, Michigan (the "Properties"). The
Properties were purchased by a wholly owned subsidiary of One Liberty
Properties, Inc. (the "Company") on August 23, 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 Properties.
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 leases.
Michigan Health Club Facilities
Notes to Statement of Revenue
For the Year Ended December 31, 1999 - Continued
4. Lease Agreements
The Properties are leased under two separate noncancellable operating leases to
one corporate tenant and expire in 2014, with renewal rights. The lease
agreements are net lease arrangements, which requires the tenant to pay in
addition to rent, all the expenses of the Properties including maintenance,
taxes, utilities and insurance. The leases also provide for annual increases in
the base rents based on the increase in the Consumer Price Index not to exceed
3%.
The minimum future rentals to be received under the operating leases in place at
December 31, 1999, are approximately as follows:
Year Ending December 31,
2000 $ 748,000
2001 736,000
2002 736,000
2003 736,000
2004 736,000
Thereafter 6,685,000
---------
$10,377,000
5. Contingencies
In connection with the purchase of the Properties, the Company also obtained an
option to purchase a parcel of land adjacent to one of the Properties.
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 June 30, 2000, has been prepared as if the Company's
acquisition of Michigan Health Club Facilities (the "Properties") had been
consummated on June 30, 2000. The unaudited pro forma consolidated income
statements for the year ended December 31, 1999 and for the six months ended
June 30, 2000, are presented as if the Company's acquisition of the Properties
occurred at January 1, 1999, and the effect was carried forward through the year
and six month period.
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 Properties had
occurred at January 1,1999, and for the year and six months 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 June 30, 2000
(Dollars in thousands)
The
The Company Purchase Company
Historical of Pro Forma
(A) Properties as Adjusted
----------- ---------- -----------
Assets
Real estate investments, at cost:
Land $ 23,314 $ 1,420 (B) $ 24,734
Buildings 86,746 5,680 (B) 92,426
----------- ------------ -----------
110,060 7,100 117,160
Less accumulated depreciation 5,949 - 5,949
----------- ------------ -----------
104,111 7,100 111,211
Cash and cash equivalents 2,754 (100)(C) 2,654
Unbilled rent receivable 2,068 - 2,068
Rent, interest, deposits and other receivables 1,061 - 1,061
Note receivable - officer 240 - 240
Investment in BRT Realty Trust (related party) 240 - 240
Deferred financing costs 1,156 - 1,156
Other 401 - 401
----------- ------------ -----------
$ 112,031 $ 7,000 $ 119,031
=========== =========== ===========
Liabilities and stockholders' equity
Mortgages payable $ 59,381 $ - $ 59,381
Line of credit 1,000 7,000(C) 8,000
Accrued expenses and other liabilities 567 - 567
Dividends payable 1,159 - 1,159
----------- ------------ -----------
Total liabilities 62,107 7,000 69,107
------------ ------------ -----------
Commitments and contingencies - - -
Stockholders' equity:
Redeemable convertible preferred stock 10,802 - 10,802
Common stock 2,989 - 2,989
Paid-in capital 31,425 - 31,425
Accumulated other comprehensive income 78 - 78
Accumulated undistributed net income 4,630 - 4,630
------------ ------------ -----------
Total stockholders' equity 49,924 - 49,924
------------ ------------ -----------
$ 112,031 $ 7,000 $ 119,031
============ ============ ===========
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
The Company Purchase of Company
Historical Properties Pro Forma Pro Forma
(A) (B) Adjustments as Adjusted
---------- ----------- ----------- -----------
Revenues:
Rental income $ 8,831 $ 747 $ - $ 9,578
Interest and other income 1,349 - - 1,349
----------- ----------- ----------- -----------
10,180 747 - 10,927
----------- ----------- ----------- -----------
Expenses:
Depreciation and amortization 1,645 - 136(C) 1,781
Interest - mortgages payable 2,543 - - 2,543
Interest - line of credit - - 560(D) 560
Leasehold rent 289 - - 289
General and administrative 933 - - 933
----------- ----------- ----------- -----------
5,410 - 696 6,106
----------- ----------- ----------- -----------
Income before gain on sale and
minority interest 4,770 747 (696) 4,821
----------- ----------- ----------- -----------
Gain on sale of real estate 62 - - 62
Gain on sale of available-for-sale
securities 64 - - 64
------------ ----------- ----------- -----------
126 - - 126
------------ ----------- ----------- ------------
Income before minority interest 4,896 747 (696) 4,947
Minority interest (17) - - (17)
----------- ----------- ----------- -----------
Net income $ 4,879 $ 747 $ (696) $ 4,930
============ =========== =========== ===========
Calculation of net income applicable
to common stockholders:
Net income $ 4,879 $ 747 $ (696) $ 4,930
Less dividends and accretion
on preferred stock 1,247 - - 1,247
----------- ----------- ----------- ----------
Net income applicable to
common stockholders $ 3,632 $ 747 $ (696) $ 3,683
============ ============ ============ ==========
Net income per common share
Basic (E) $ 1.23 $ 1.24
============ ===========
Diluted (E) $ 1.23 $ 1.24
============ ===========
See accompanying notes.
One Liberty Properties, Inc.
Pro Forma Consolidated Income Statement (Unaudited)
For the Six Months Ended June 30, 2000
(Dollars in thousands, except per share data)
The
The Company Purchase of Company
Historical Properties Pro Forma Pro Forma
(A) (B) Adjustments as Adjusted
---------- ---------- ----------- -----------
Revenues:
Rental income $ 5,704 $ 378 $ - $ 6,082
Interest and other income 150 - - 150
----------- ----------- ----------- -----------
5,854 378 - 6,232
----------- ----------- ----------- -----------
Expenses:
Depreciation and amortization 1,068 - 71(C) 1,139
Interest - mortgages payable 1,910 - - 1,910
Interest - line of credit 52 - 315(D) 367
Leasehold rent 144 - - 144
General and administrative 571 - - 571
----------- ----------- ----------- -----------
3,745 - 386 4,131
----------- ----------- ----------- -----------
Income before gain on sale 2,109 378 (386) 2,101
----------- ----------- ------------ -----------
Gain on sale of real estate 199 - - 199
(Loss) on sale of available-for-sale
securities (12) - - (12)
----------- ------------ ----------- -----------
187 - - 187
----------- ------------ ----------- -----------
Net income $ 2,296 $ 378 $ (386) $ 2,288
=========== ============ =========== ===========
Calculation of net income
applicable to common
stockholders:
Net income $ 2,296 $ 378 $ (386) $ 2,288
Less dividends on preferred stock 524 - - 524
----------- ------------ ----------- -----------
Net income applicable to
common stockholders $ 1,772 $ 378 $ (386) $ 1,764
=========== ============ ============ ===========
Net income per common share
Basic (E) $ .59 $ .59
=========== ===========
Diluted (E) $ .59 $ .59
=========== ===========
See accompanying notes.
One Liberty Properties, Inc.
Notes to Pro Forma Consolidated Financial Statements
(Unaudited)
1. Notes to Pro Forma Consolidated Balance Sheet as of June 30, 2000
(A) To reflect the consolidated balance sheet of One Liberty Properties, Inc.
(the "Company") as of June 30, 2000, as reported on Form 10-Q.
(B) To reflect the August 23, 2000 purchase price for the Company's
acquisition of the properties located in Grand Rapids, Michigan (the
"Properties"), as of June 30, 2000, for approximately $7.1 million.
(C) To reflect the funds borrowed under the Company's line of credit and cash
used to purchase the Properties.
2. Notes to Pro Forma Consolidated Income Statement for the
Year Ended December 31, 1999
(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 Properties for the year ended
December 31, 1999.
(C) To reflect straight line depreciation for the Properties based on an
estimated useful life of 40 years.
(D) To reflect the interest expense for borrowings under the revolving credit
facility used to fund substantially all of the purchase price ($7 million
at 8%).
(E) 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.
One Liberty Properties, Inc.
Notes to Pro Forma Consolidated Financial Statements
(Unaudited) - Continued
3. Notes to Pro Forma Consolidated Income Statement for the Six Months
Ended June 30, 2000
(A) To reflect the consolidated income statement of the Company for the six
months ended June 30, 2000, as reported on the Company's Form 10-Q.
(B) To reflect the historical operations of the Properties for the six months
ended June 30, 2000.
(C) To reflect straight line depreciation for the Properties based on an
estimated useful life of 40 years.
(D) To reflect the interest expense for borrowings under the revolving credit
facility used to fund substantially all of the purchase price ($7 million
at 9%).
(E) Basic net income per common share is calculated based on approximately
2,984,000 weighted average common shares outstanding and diluted net
income per common share is calculated based on approximately 2,985,000
weighted average common shares and common share equivalents outstanding.