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) October 20, 2000
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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 October 23, 2000 (filed
with the Securities and Exchange Commission on October 26, 2000), as set forth
in the pages attached hereto.
Item 7. Financial Statements and Exhibits
One Liberty Pro Forma Consolidated Financial Statements (Unaudited)
Pro Forma Consolidated Financial Statements (Unaudited) 1
Pro Forma Consolidated Balance Sheet (Unaudited) 2
Pro Forma Consolidated Income Statements (Unaudited) 3-4
Notes to Pro Forma Consolidated Balance Sheet and
Income Statements (Unaudited) 5-6
(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
December 12, 2000 -----------------------------
David W. Kalish
Vice President and Chief Financial Officer
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 September 30, 2000, has been prepared as if the
Company's sale of 13 Total Petroleum properties, all located in Michigan (the
"Properties"), had occurred on September 30, 2000. The unaudited pro forma
consolidated income statements for the year ended December 31, 1999 and for the
nine months ended September 30, 2000, are presented as if the Company's sale of
the Properties occurred on January 1, 1999, and the effect was carried forward
through the year and nine 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 Company's sale of the Properties had occurred on September 30, 2000
or on January 1,1999, and for the year and nine months indicated, respectively,
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.
The gross sales price of the Properties was $12,000,000 and will result in a
gain of approximately $3,595,000 for financial statement purposes.
The Company's present intention is to use the sales proceeds to acquire one or
more additional net leased properties on a tax-deferred basis; accordingly, the
Company is not expected to realize a gain for federal income tax purposes on the
sale.
One Liberty Properties, Inc.
Pro Forma Consolidated Balance Sheet (Unaudited)
As of September 30, 2000
(Dollars in thousands)
The
The Company Sale Company
Historical of Pro Forma
(A) Properties as Adjusted
----------- ---------- -----------
Assets
Real estate investments, at cost:
Land $ 24,738 $ (2,197)(B) $ 22,541
Buildings 92,495 (5,940)(B) 86,555
---------- ---------- ----------
117,233 (8,137) 109,096
Less accumulated depreciation 6,522 (848)(B) 5,674
---------- ---------- ----------
110,711 (7,289) 103,422
Cash and cash equivalents 2,985 11,670 (B) 14,655
Unbilled rent receivable 2,253 (786)(C) 1,467
Rent, interest, deposits and other receivables 1,038 - 1,038
Note receivable - officer 240 - 240
Investment in BRT Realty Trust (related party) 254 - 254
Deferred financing costs 1,090 - 1,090
Other 308 - 308
---------- --------- ----------
$ 118,879 $ 3,595 $ 122,474
========== ========= ==========
Liabilities and stockholders' equity
Mortgages payable $ 59,181 $ - $ 59,181
Line of credit 8,000 - 8,000
Accrued expenses and other liabilities 624 - 624
Dividends payable 1,160 - 1,160
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Total liabilities 68,965 - 68,965
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Commitments and contingencies - - -
Stockholders' equity:
Redeemable convertible preferred stock 10,752 - 10,752
Common stock 2,998 - 2,998
Paid-in capital 31,523 - 31,523
Accumulated other comprehensive income 90 - 90
Accumulated undistributed net income 4,551 3,595 (D) 8,146
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Total stockholders' equity 49,914 3,595 53,509
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$ 118,879 $ 3,595 $ 122,474
========== ========= ==========
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 Company
Historical Pro Forma Pro Forma
(A) Adjustments as Adjusted
---------- ----------- -----------
Revenues:
Rental income $ 8,831 $ (1,093)(B) $ 7,738
Interest and other income 1,349 700 (C) 2,049
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10,180 (393) 9,787
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Expenses:
Depreciation and amortization 1,645 (149)(D) 1,496
Interest - mortgages payable 2,543 - 2,543
Leasehold rent 289 - 289
General and administrative 933 (8)(E) 925
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5,410 (157) 5,253
Income before gain on sale and ----------- ---------- -----------
minority interest 4,770 (236) 4,534
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Gain on sale of real estate 62 - 62
Gain on sale of available-for-sale
securities 64 - 64
----------- ---------- -----------
126 - 126
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Income before minority interest 4,896 (236) 4,660
Minority interest (17) - (17)
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Net income $ 4,879 $ (236) $ 4,643
=========== ========== ===========
Calculation of net income
applicable to common stockholders:
Net income $ 4,879 $ (236) $ 4,643
Less dividends and accretion
on preferred stock 1,247 - 1,247
----------- ---------- ----------
Net income applicable to
common stockholders $ 3,632 $ (236) $ 3,396
=========== ========== ==========
Net income per common share
Basic (F) $ 1.23 $ 1.15
=========== ==========
Diluted (F) $ 1.23 $ 1.15
=========== ==========
See accompanying notes.
One Liberty Properties, Inc.
Pro Forma Consolidated Income Statement (Unaudited)
For the Nine Months Ended September 30, 2000
(Dollars in thousands, except per share data)
The
The Company Company
Historical Pro Forma Pro Forma
(A) Adjustments as Adjusted
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Revenues:
Rental income $ 9,025 $ (819)(B) $ 8,206
Interest and other income 185 525 (C) 710
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9,210 (294) 8,916
Expenses: ---------- --------- ----------
Depreciation and amortization 1,710 (111)(D) 1,599
Interest - mortgages payable 3,076 - 3,076
Interest - line of credit 157 - 157
Leasehold rent 217 - 217
General and administrative
863 (6)(E) 857
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6,023 (117) 5,906
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Income before gain on sale 3,187 (177) 3,010
Gain on sale of real estate 199 - 199
(Loss) on sale of available-for-sale
securities (10) - (10)
---------- --------- ----------
189 - 189
---------- --------- ----------
Net income $ 3,376 $ (177) $ 3,199
========== ========= ==========
Calculation of net income
applicable to common
stockholders:
Net income $ 3,376 $ (177) $ 3,199
Less dividends on preferred stock 784 - 784
---------- --------- ----------
Net income applicable to
common stockholders $ 2,592 $ (177) $ 2,415
========== ========= ==========
Net income per common share
Basic (F) $ .87 $ .81
========== ==========
Diluted (F) $ .87 $ .81
========== ==========
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 September 30, 2000
(A) To reflect the consolidated balance sheet of One Liberty Properties,
Inc. (the "Company") as of September 30, 2000, as reported on Form 10-Q.
(B) To reflect the October 20, 2000 sale by the Company of the Total
Petroleum properties located in Michigan (the "Properties"), as of September 30,
2000, for a gross sales price of $12,000,000. There was approximately $330,000
of brokerage commissions and legal fees which was charged to gain on sale.
(C) To reflect the write off of accumulated straight lined rent recorded,
which was charged to gain on sale.
(D) To reflect a $3,595,000 gain on sale of the Properties. The Company's
present intention is to use the sales proceeds to acquire one or more additional
net leased properties on a tax-deferred basis; accordingly, the Company is not
expected to realize a gain for federal income tax purposes on the sale.
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 decrease in rental income due to the sale of the
Properties for the year ended December 31, 1999.
(C) To reflect estimated interest income on the net proceeds received on
the sale of the Properties ($11,670,000 x 6%).
(D) To reflect the decrease in depreciation due to the sale of the
Properties.
(E) To reflect the decrease in insurance expense due to the sale of the
Properties.
(F) 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 Nine
Months Ended September 30, 2000
(A) To reflect the consolidated income statement of the Company for the
nine months ended September 30, 2000, as reported on the Company's Form 10-Q.
(B) To reflect the decrease in rental income due to the sale of the
Properties for the nine months ended September 30, 2000.
(C) To reflect estimated interest income on the net proceeds received on
the sale of the Properties ($11,670,000 x 6%).
(D) To reflect the decrease in depreciation due to the sale of the
Properties.
(E) To reflect the decrease in insurance expense due to the sale of the
Properties.
(F) Basic net income per common share is calculated based on approximately
2,989,000 weighted average common shares outstanding and diluted net income per
common share is calculated based on approximately 2,990,000 weighted average
common shares and common share equivalents outstanding.