SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the quarterly period ended March 31, 2002
OR
[ ] Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Commission File Number 0-11083
ONE LIBERTY PROPERTIES, INC.
----------------------------
(Exact name of Registrant as specified in its charter)
MARYLAND 13-3147497
--------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
60 Cutter Mill Road, Great Neck, New York 11021
---------------------------------------------------------------
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: (516) 466-3100
---------------
Indicate the number of shares outstanding of each of the
issuer's classes of stock, as of the latest practicable date.
As of May 1, 2002, the Registrant had 3,084,561 shares of
Common Stock and 648,058 shares of Redeemable Convertible
Preferred Stock outstanding.
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
--- ----
Part I - FINANCIAL INFORMATION
Item 1. Financial Statements
ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Amounts in Thousands, Except Per Share Data)
March 31, December 31,
2002 2001
---------- ------------
(Unaudited)
Assets
Real estate investments, at cost
Land $ 25,939 $ 25,939
Buildings 100,292 101,288
--------- ---------
126,231 127,227
Less accumulated depreciation 9,129 8,663
--------- ---------
117,102 118,564
Investment in unconsolidated joint ventures 7,361 6,345
Cash and cash equivalents 2,577 2,285
Unbilled rent receivable 2,622 2,442
Rent, interest, deposits and other receivables 967 1,157
Note receivable - officer 167 167
Investment in BRT Realty Trust-(related party) 406 361
Deferred financing costs 1,165 1,247
Other (including available-for-sale securities of
$264 and $249) 419 371
-------- --------
Total assets $132,786 $132,939
======== ========
Liabilities and Stockholders' Equity
Liabilities:
Mortgages payable $ 76,262 $ 76,587
Accrued expenses and other liabilities 612 827
Dividends payable 1,276 1,177
-------- ---------
Total liabilities 78,150 78,591
-------- ---------
Commitments and contingencies - -
Stockholders' equity:
Redeemable convertible preferred stock,
$1 par value; $1.60 cumulative annual
dividend; 2,300 shares authorized;
648 shares issued; liquidation and
redemption values of $16.50 10,693 10,693
Common stock, $1 par value; 25,000
shares authorized; 3,080 and 3,058
shares issued and outstanding 3,080 3,058
Paid-in capital 32,471 32,192
Accumulated other comprehensive income - net
unrealized gain on available-for-sale securities 326 261
Accumulated undistributed net income 8,066 8,144
-------- --------
Total stockholders' equity 54,636 54,348
-------- --------
Total liabilities and stockholders' equity $132,786 $132,939
======== ========
See accompanying notes to consolidated financial statements.
ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Amounts in Thousands, Except Per Share Data)
(Unaudited)
Three Months Ended
March 31,
---------------------
2002 2001
---- ----
Revenues:
Rental income $ 3,652 $ 3,760
Equity in earnings of unconsolidated joint ventures 198 -
Interest and other income 19 24
------- -------
3,869 3,784
------- -------
Expenses:
Depreciation and amortization 724 719
Interest - mortgages payable 1,502 1,273
Interest - line of credit 9 193
Leasehold rent 24 72
General and administrative 381 299
Real estate expenses 33 37
------- -------
2,673 2,593
------- -------
Income before gain (loss) on sale 1,196 1,191
Gain (loss) on sale of available-for-sale securities 2 (5)
------- -------
Net income $ 1,198 $ 1,186
======== =======
Calculation of net income applicable to common stockholders:
Net income $ 1,198 $ 1,186
Less: dividends on preferred stock 259 259
-------- -------
Net income applicable to
common stockholders $ 939 $ 927
======== ========
Weighted average number of common shares outstanding:
Basic 3,066 3,010
===== =====
Diluted 3,101 3,013
===== =====
Net income per common share:
Basic $ .31 $ .31
======== ========
Diluted $ .30 $ .31
======== ========
Cash distributions per share:
Common Stock $ .33 $ .30
========= ========
Preferred Stock $ .40 $ .40
========= ========
See accompanying notes to consolidated financial statements.
ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
For the three month period ended March 31, 2002 (unaudited)
and the year ended December 31, 2001
(Amounts in Thousands)
Accumulated
Other Accumulated
Preferred Common Paid-in Comprehensive Undistributed
Stock Stock Capital Income Net Income Total
------- ------ ------- ------ ---------- -----
Balances, January 1, 2001 $10,693 $ 3,010 $31,650 $ 76 $ 7,947 $53,376
Distributions -
common stock - - - - (3,632) (3,632)
Distributions -
preferred stock - - - - (1,037) (1,037)
Exercise of options - 33 368 - - 401
Shares issued through
dividend reinvestment plan - 15 174 - - 189
Net income - - - - 4,866 4,866
Other comprehensive income-
net unrealized gain on
available-for-sale securities - - - 185 - 185
--------
Comprehensive income - - - - - 5,051
------- ------- -------- ------- ------- --------
Balances, December 31, 2001 10,693 3,058 32,192 261 8,144 54,348
Distributions -
common stock - - - - (1,017) (1,017)
Distributions -
preferred stock - - - - (259) (259)
Exercise of options - 17 219 - - 236
Shares issued through
dividend reinvestment plan - 5 60 - - 65
Net income - - - - 1,198 1,198
Other comprehensive income-
net unrealized gain on
available-for-sale securities - - - 65 - 65
---------
Comprehensive income - - - - - 1,263
------- ------- ------- -------- -------- ---------
Balances, March 31, 2002 $10,693 $3,080 $32,471 $ 326 $ 8,066 $54,636
======= ====== ======= ======= ======== =======
See accompanying notes to consolidated financial statements.
ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in Thousands)
(Unaudited)
Three Months Ended
March 31,
---------
2002 2001
---- ----
Cash flows from operating activities:
Net income $ 1,198 $ 1,186
Adjustments to reconcile net income
to net cash provided by operating activities:
(Gain) loss on sale of available-for-sale securities (2) 5
Increase in rental income from straight-lining of rent (180) (208)
Equity in earnings of unconsolidated joint ventures (198) -
Distributions from unconsolidated joint venture 196 -
Payments to minority interest by subsidiary (4) (7)
Depreciation and amortization 724 719
Changes in assets and liabilities:
Decrease in rent, interest, deposits and other receivables 156 29
Decrease in accrued expenses and other liabilities (212) (104)
--------- ---------
Net cash provided by operating activities 1,678 1,620
--------- ---------
Cash flows from investing activities:
Additions to real estate - (14)
Investment in unconsolidated joint venture (194) -
Net proceeds from sale of available-for-sale securities 8 122
--------- --------
Net cash (used in) provided by investing activities (186) 108
---------- --------
Cash flows from financing activities:
Proceeds from mortgages payable - 3,700
Repayment of mortgages payable (325) (259)
Payment of financing costs - (140)
Line of credit - paydowns - (4,300)
Cash distributions - common stock (917) -
Cash distributions - preferred stock (259) -
Exercise of stock options 236 -
Issuance of shares through dividend reinvestment plan 65 -
--------- ---------
Net cash (used in) financing activities (1,200) (999)
---------- ---------
Net increase in cash and cash equivalents 292 729
Cash and cash equivalents at beginning of period 2,285 2,069
--------- ---------
Cash and cash equivalents at end of period $ 2,577 $ 2,798
========= =========
Supplemental disclosures of cash flow information:
Cash paid during the period for interest expense $ 1,514 $ 1,468
Supplemental schedule of non cash investing and financing activities:
Transfer of property to unconsolidated joint venture $ 819 $ -
See accompanying notes to consolidated financial statements.
One Liberty Properties, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Note 1 - Basis of Preparation
--------------------
The accompanying interim unaudited consolidated financial statements as of March
31, 2002 and for the three months ended March 31, 2002 and 2001 reflect all
normal, recurring adjustments which are, in the opinion of management, necessary
for a fair presentation of the results for such interim periods. The results of
operations for the three months ended March 31, 2002 are not necessarily
indicative of the results for the full year.
The preparation of the financial statements 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
statements and accompanying notes. Actual results could differ from those
estimates.
The consolidated financial statements include the accounts of One Liberty
Properties, Inc., its wholly-owned subsidiaries and a majority-owned limited
liability company. Material intercompany balances and transactions have been
eliminated. The Company's investments in less than majority owned joint ventures
have been accounted for using the equity method. One Liberty Properties, Inc.,
its subsidiaries and the limited liability company are hereinafter referred to
as the "Company".
Certain amounts reported in previous consolidated financial statements have been
reclassified in the accompanying consolidated financial statements to conform to
the current year's presentation.
These statements should be read in conjunction with the consolidated financial
statements and related notes which are included in the Company's Annual Report
on Form 10-K for the year ended December 31, 2001.
Note 2 - Earnings Per Common Share
-------------------------
For the three months ended March 31, 2002 and 2001 basic earnings per share was
determined by dividing net income applicable to common stockholders for the
period by the weighted average number of shares of Common Stock outstanding
during each period.
Diluted earnings per share reflects the potential dilution that could occur if
securities or other contracts to issue Common Stock were exercised or converted
into Common Stock or resulted in the issuance of Common Stock that then shared
in the earnings of the Company. For the three month periods ended March 31, 2002
and 2001 diluted earnings per share was determined by dividing net income
applicable to common stockholders for the period by the total of the weighted
average number of shares of Common Stock outstanding plus the dilutive effect of
the Company's outstanding options (35,278 for the three months ended March 31,
2002 and 2,352 for the three months ended March 31, 2001 respectively) using the
treasury stock method. The Preferred Stock was not considered for the purpose of
computing diluted earnings per share because their assumed conversion is
antidilutive.
One Liberty Properties, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(Continued)
Note 3 - Preferred and Common Stock Dividend Distributions
-------------------------------------------------
On March 11, 2002 the Board of Directors declared quarterly cash distributions
of $.33 and $.40 per share on the Company's common and preferred stock,
respectively, which was paid on April 4, 2002 to stockholders of record on March
22, 2002.
Note 4 - Comprehensive Income
--------------------
Statement No. 130 establishes standards for reporting comprehensive income and
its components in a full set of general-purpose financial statements and
requires that all components of comprehensive income be reported in a financial
statement that is displayed with the same prominence as other financial
statements. During the three months ended March 31, 2002, accumulated other
comprehensive income, which is solely composed of the net unrealized gain on
available-for-sale securities, increased $65,000 to $326,000. During the three
months ended March 31, 2001 comprehensive income increased $61,000 to $137,000.
Note 5 - Accounting for Long-Lived Assets
--------------------------------
The Financial Accounting Standards Board issued Statement No. 144 "Accounting
for the Impairment of Long-Lived Assets" which supersedes FASB Statement No.
121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to be Disposed of"; however it retains the fundamental provisions of that
statement related to the recognition and measurement of the impairment of
long-lived assets to be "held and used". In addition, Statement No. 144 provides
more guidance on estimating cash flows when performing a recoverability test,
requires that a long-lived asset or asset group to be disposed of other than by
sale (e.g. abandoned) be classified as "held and used" until it is disposed of,
and establishes more restrictive criteria to classify an asset or asset group as
"held for sale". The Company adopted SFAS 144 on January 1, 2002 and there was
no material effect on the earnings or the financial position of the Company.
Item 2. Management's Discussion And Analysis Of Financial Condition And
---------------------------------------------------------------
Results Of Operations
---------------------
General
- -------
We are a self-administered REIT and we primarily own real estate that we net
lease to tenants. We own 33 properties and we are a member of two joint ventures
that own a total of three properties. Our 36 properties are located in 13
states.
We have elected to be taxed as a REIT under the Internal Revenue Code. To
qualify as a REIT, we must meet a number of organizational and operational
requirements, including a requirement that we currently distribute at least 90%
of ordinary taxable income to our stockholders. We intend to adhere to these
requirements and to maintain our REIT status.
Our principal business strategy is to acquire improved, free standing,
commercial properties subject to long-term net leases. We acquire properties for
their value as long-term investments and for their ability to generate income
over an extended period of time. We borrow funds on a secured and unsecured
basis to finance the purchase of real estate and we intend to continue to do so
in the future.
Our rental properties are generally leased to corporate tenants under operating
leases substantially all of which are noncancellable. Substantially all of our
lease agreements are net lease arrangements that require the tenant to pay not
only rent but also substantially all the operating expenses of the leased
property including maintenance, taxes, utilities and insurance. A majority of
our lease agreements provide for periodic rental increases; certain of our other
leases provide for increases based on the consumer price index.
In 2000, we purchased eight properties in four states for a total consideration
of approximately $61 million. First mortgages totaling approximately $29 million
were placed on five of these properties.
In 2000, we sold 15 properties, 13 of which were sold in a single transaction
for a total sales price of $12 million, which resulted in a net gain of
approximately $3.8 million for financial statement purposes.
In 2001, we sold two properties for a total sales price of $800,000 and
recognized a net gain of $126,000.
In November 2001, we entered into a joint venture with an affiliate of Deutsche
Bank AG, which acquired a megaplex stadium-style movie theater. We invested
approximately $6.3 million for our 50% participation in the joint venture. In
April 2002, we sold one-half of our 50% interest in this joint venture to MTC
Investors LLC. This joint venture acquired a second megaplex stadium-style movie
theater in April, 2002. Venturers holding at least 75% of the aggregate
membership interest in this joint venture must approve all material decisions,
except for property acquisitions which require unanimous approval. Under the
joint venture operating agreement, we will receive an acquisition fee from the
joint venture equal to 0.5% of the purchase price of each property acquired by
the joint venture, other than the one property already acquired in 2001. In
addition, Majestic Property Management Corp., a company owned and controlled by
our chairman of the board and certain of our officers, but in which we have no
ownership interest, will receive a management fee equal to 1% of all rents
received by the joint venture from single-tenant properties and a management fee
equal to 3% of all rents received by the joint venture from multi-tenant
properties. Majestic will receive leasing and mortgage brokerage fees at any
property acquired by the joint venture at a rate equal to 80% of the then market
cost. Majestic will also receive a construction supervision fee equal to 8% of
the cost of any capital improvements or repairs to the property and a sales
commission equal to 1% of the sales price of any properties that are sold.
In February 2002, we contributed our leasehold interest in an industrial
property in Miami, Florida to a joint venture with the owners of the fee estate
in that property in exchange for approximately 36% interest in the joint
venture.
At March 31, 2002, we had 23 outstanding mortgages payable, aggregating $76.3
million in principal amount, all of which are secured by first liens on
individual real estate investments with an aggregate carrying value of
approximately $116 million before accumulated depreciation. The mortgages bear
interest at fixed rates ranging from 6.9% to 9.1%, and mature between 2002 and
2017.
Results of Operations
- ---------------------
Comparison of Three Months Ended March 31, 2002 and March 31, 2001
- ------------------------------------------------------------------
Revenues
Revenues consist primarily of rental income from tenants in our rental
properties. Rental income decreased by $108,000, or 2.9% to $3.7 million for the
three months ended March 31, 2002 from $3.8 million for the three months ended
March 31, 2001. Rental income declined primarily because rental income from an
industrial property in Miami, Florida, the leasehold interest in which was
transferred by us to a joint venture in February, 2002, was not included in
rental income for the entire three month period ended March 31, 2002. Our share
of net earnings from this property, now owned by a joint venture in which we own
an approximately 36% interest, is reflected in the category "Equity in earnings
of unconsolidated joint ventures" from February 2002. Rental income also
decreased in the three months ended March 31, 2002 as a result of the sale of
two small retail properties and the vacancy of two retail properties during
2001. This decline in rental income was partially offset by rent increases at
three of our properties. Revenues for the three months ended March 31, 2002,
which increased by $85,000 to $3.9 million from $3.8 million for the three
months ended March 31, 2001, include $171,000 that represents our equity share
of the earnings of our movie theater joint venture and $27,000 that represents
our equity share of the earnings of the joint venture that now owns the Miami,
Florida industrial property.
Interest and other income decreased by $5,000, or 20.8%, to $19,000 for the
three months ended March 31, 2002 from $24,000 for the three months ended March
31, 2001. This decrease was due to a reduction in interest earned on cash and
cash equivalents available for investment because cash and cash equivalents were
used to invest in the unconsolidated megaplex movie theater joint venture in
November 2001.
Expenses
Depreciation and amortization expense increased by $5,000 to $724,000 for the
three months ended March 31, 2002 from $719,000 for the three months ended March
31, 2001. The change was relatively insignificant because our mix of properties
was substantially the same during the two periods.
Interest-mortgages payable increased by $229,000, or 18%, to $1.5 million for
the three months ended March 31, 2002 from $1.3 million for the three months
ended March 31, 2001. This increase resulted from mortgages placed on two
properties during March and April 2001.
Interest-line of credit decreased by $184,000, or 95.3%, to $9,000 for the three
months ended March 31, 2002 from $193,000 for the three months ended March 31,
2001. This decrease resulted from our repayment of all of the indebtedness under
our line of credit during 2001. This indebtedness was incurred to facilitate the
purchase of several properties during 2000, and was repaid using the proceeds
from mortgage financings on two properties during March and April 2001.
Leasehold rent expense decreased by $48,000, or 66.7%, to $24,000 for the three
months ended March 31, 2002 from $72,000 for the three months ended March 31,
2001. This rent expense was payable on the leasehold interest position that we
contributed during February 2002 to a joint venture in which we hold an
approximately 36% interest. Therefore, effective February 2002, we no longer
paid the leasehold rent.
General and administrative expenses increased $82,000, or 27.4%, to $381,000 for
the three months ended March 31, 2002 from $299,000 for the three months ended
March 31, 2001. This increase was primarily due to increases in payroll,
accounting and legal fees resulting from an increase in our level of business
activity and to additional allocated expenses resulting from additional time
expended by various executive and administrative personnel in connection with
the preparation and filing in April, 2002 of a Registration Statement on Form
S-2 in which we seek to raise approximately $41.3 million in a public offering.
Additionally, the following compensation fees and expenses have been approved by
our board of directors and recorded during the quarter ending March 31, 2002
(and will continue to be recorded during future quarters): an increase of
$50,000 ($12,500 per quarter) in the base salary and a bonus of $50,000 ($12,500
per quarter) to our president and chief executive officer and a fee of $50,000
per annum ($12,500 per quarter) to the chairman of our board of directors.
Real estate expenses decreased by $4,000, or 10.8%, to $33,000 for the three
months ended March 31, 2002 from $37,000 for the three months ended March 31,
2001. This decrease was caused by an over-accrual of certain real estate
expenses during the three months ended March 31, 2001.
Liquidity and Capital Resources
- -------------------------------
We had cash and cash equivalents of $2.6 million at March 31, 2002. Our primary
sources of liquidity are cash and cash equivalents, our revolving credit
facility and cash generated from operating activities. On March 24, 2000, we
entered into an agreement with European American Bank (now Citibank N.A.) for a
$15.0 million revolving credit facility. The facility is available to us to pay
down existing mortgages or to fund the acquisition of additional properties. The
facility matures on March 24, 2003. Borrowings under the facility bear interest
at the bank's prime rate, currently 4.75%, and there is an unused facility fee
of one-quarter of 1% per annum. Net proceeds received from the sale or
refinancing of properties are required to be used to repay amounts outstanding
under the facility if proceeds from the facility were used to purchase or
refinance the property. The facility is guaranteed by all of our subsidiaries
that own unencumbered properties and is secured by the outstanding stock of all
of our subsidiaries. At March 31, 2002 we had no indebtedness outstanding under
the facility. We are currently negotiating with other institutions with respect
to an increase in the amount available under the credit facility.
In April 2002, we filed a registration statement on Form S-2 with the Securities
and Exchange Commission in which we seek to raise in a public offering gross
proceeds of approximately $41.3 million (without giving effect to the exercise
of an over-allotment option by the underwriters and underwriting commissions and
expenses of the offering). We can give no assurances that this public offering
will be completed or if completed, of the amount which will be raised. If the
offering is completed then the proceeds will be used for the acquisition of
additional properties and general corporate purposes.
We, on our own behalf and on behalf of our megaplex theater joint venture, are
involved in various stages of negotiation with respect to the acquisition of
additional net leased properties. The joint venture will only acquire movie
theater properties. The joint venture has agreed to acquire two additional
theaters: a 20 screen theater located in Beavercreek, Ohio, a suburb of Dayton,
for total consideration of $9.7 million, with an equity investment by us of
approximately $2.4 million; and a 24 screen theater located in Morrow, Georgia,
a suburb of Atlanta, for total consideration of $14.1 million, with an equity
investment by us of approximately $3.5 million. We will use the proceeds of the
offering, cash provided from operations and our credit facility to fund these
and other acquisitions. The completion of these additional acquisitions is
subject to the satisfaction or waiver of certain conditions and it is possible
that any or all of these properties may not be acquired. In addition, we may
identify additional acquisition opportunities in the future. The joint venture
is seeking mortgage financing secured by properties owned and to be acquired by
it.
The following sets forth our contractual cash obligations as of March 31, 2002,
all of which relate to interest and principal amortization payments and balances
due at maturity under outstanding mortgages secured by our properties, for the
periods indicated:
Due within 1 year $ 12,284,000
Due 1 to 3 years 19,950,000
Due 4 to 5 years 25,640,000
Due after 5 years 54,800,000
As of March 31, 2002, we had outstanding approximately $76.3 million in
long-term mortgage indebtedness, all of which is non-recourse (subject to
standard carve-outs). We expect that debt service payments of approximately
$19.2 million due in the next three years will be paid primarily from cash
generated from our operations. We anticipate that loan maturities of
approximately $11.7 million due in the next three years (excluding approximately
$1.3 million to be paid from the proceeds from the offering) will be paid
primarily from mortgage financings or refinancings. If we are not successful in
refinancing our existing indebtedness or financing our unencumbered properties,
our cash flow will not be sufficient to repay all maturing debt when payments
become due, and we may be forced to sell additional equity or dispose of
properties on disadvantageous terms.
We had no outstanding contingent commitments, such as guarantees of
indebtedness, or any other contractual cash obligations at March 31, 2002.
We intend to expand our investment activities independently and through our
joint ventures in the near future. In the ordinary course of our business, we
are involved in varying levels of discussions with respect to the acquisition of
additional properties; however, the two megaplex theater properties identified
above that our joint venture has contracted to purchase are the only properties
that we currently have under contract to purchase. We expect that in order to
execute our expansion program, we will have to identify sources for and obtain a
significant amount of additional capital, either through increased debt or
additional equity or through increased reliance on joint ventures with third
parties.
Cash Distribution Policy
We have elected to be taxed as a REIT under the Internal Revenue Code since our
taxable year ended December 31, 1983. To qualify as a REIT, we must meet a
number of organizational and operational requirements, including a requirement
that we distribute currently at least 90% of our ordinary taxable income to our
stockholders. It is our current intention to comply with these requirements and
maintain our REIT status. As a REIT, we generally will not be subject to
corporate federal, state or local income taxes on taxable income we distribute
currently (in accordance with the Internal Revenue Code and applicable
regulations) to our stockholders. If we fail to qualify as a REIT in any taxable
year, we will be subject to federal, state and local income taxes at regular
corporate rates and may not be able to qualify as a REIT for four subsequent tax
years. Even if we qualify for federal taxation as a REIT, we may be subject to
certain state and local taxes on our income and to federal income and excise
taxes on our undistributed taxable income, i.e., taxable income not distributed
in the amounts and in the time frames prescribed by the Internal Revenue Code
and applicable regulations thereunder.
It is our intention to pay to our stockholders within the time periods
prescribed by the Internal Revenue Code no less that 90%, and, if possible, 100%
of our annual taxable income, including gains from the sale of real estate and
recognized gains on sale of securities. It will continue to be our policy to
make sufficient cash distributions to stockholders in order for us to maintain
our REIT status under the Internal Revenue Code.
Item 3. - Quantitative and Qualitative Disclosures About Market Risks
-----------------------------------------------------------
All of our long-term debt bears interest at fixed rates, and therefore the fair
value of these instruments is affected by changes in the market interest rates.
The following table presents scheduled principal repayments based upon maturity
dates of the debt obligations and the related weighted-average interest rates by
expected maturity dates for the fixed rate debt.
Scheduled
Principal
Year Ending Repayments Average
March 31, (In Thousands) Interest Rate
--------- -------------- -------------
2003 $ 6,696 7.86%
2004 8,666 7.91
2005 1,221 7.94
2006 11,593 7.98
2007 6,458 7.94
Thereafter 41,628 7.95
--------
Total $ 76,262 7.94
========
Fair Value $ 76,970 7.75%
========
Part II - Other Information
Item 6. - Exhibits and Reports on Form 8-K
--------------------------------
No Form 8-K's were filed during the quarter ended March 31, 2002.
A Form 8-K was filed on April 17, 2002 to report that OLP Theatres LLC, a wholly
owned subsidiary of the Company, sold a 25% membership interest in OLP Holdings
LLC ("Holdings") to MTC Investors LLC ("MTC") for $3,275,000.
ONE LIBERTY PROPERTIES, INC.
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.
----------------------------
(Registrant)
May 6, 2002 /s/ Jeffrey Fishman
- ----------- -------------------
Date Jeffrey Fishman
President and
Chief Executive Officer
May 6, 2002 /s/ David W. Kalish
- ----------- -------------------
Date David W. Kalish
Senior Vice President
and Chief Financial Officer