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, 2003
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.
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(Exact name of Registrant as specified in its charter)
MARYLAND 13-3147497
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
60 Cutter Mill Road, Great Neck, New York 11021
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(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: (516) 466-3100
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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 _
--- ---
Indicate by check mark whether the Registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).
Yes No X
--- ---
Indicate the number of shares outstanding of each of the issuer's classes of
stock, as of the latest practicable date.
As of May 6, 2003, the Registrant had 5,682,127 shares of Common Stock and
648,058 shares of Redeemable Convertible Preferred Stock outstanding.
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,
2003 2002
--------- ------------
(Unaudited)
Assets
Real estate investments, at cost
Land $ 31,327 $ 30,847
Buildings and improvements 122,871 120,447
-------- --------
154,198 151,294
Less accumulated depreciation 11,629 10,857
-------- --------
142,569 140,437
Investment in unconsolidated joint ventures 23,485 23,453
Mortgages receivable-(including $6,199 and
$6,260 from an affiliated joint venture) 6,199 6,516
Cash and cash equivalents 3,346 2,624
Unbilled rent receivable 3,529 3,207
Rent, interest, deposits and other receivables 1,309 1,471
Note receivable - officer 164 166
Investment in BRT Realty Trust-(related party) 410 398
Deferred financing costs 1,327 1,072
Other (including available-for-sale securities of
$109 and $94) 207 265
-------- --------
Total assets $182,545 $179,609
======== ========
Liabilities and Stockholders' Equity
Liabilities:
Mortgages payable $ 78,317 $ 77,367
Line of credit 11,526 10,000
Dividends payable 2,128 2,116
Accrued expenses and other liabilities 1,262 1,432
-------- --------
Total liabilities 93,233 90,915
-------- --------
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; 5,663 and 5,626 shares
issued and outstanding 5,663 5,626
Paid-in capital 66,138 65,646
Accumulated other comprehensive income - net
unrealized gain on available-for-sale securities 330 312
Accumulated undistributed net income 6,488 6,417
-------- --------
Total stockholders' equity 89,312 88,694
-------- --------
Total liabilities and stockholders' equity $182,545 $179,609
======== ========
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,
--------------------
2003 2002
---- ----
Revenues:
Rental income $ 4,478 $ 3,652
Interest and other income (including $145 in 2003
from an affiliated joint venture) 166 19
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4,644 3,671
------- -------
Expenses:
Depreciation and amortization 842 724
Interest - mortgages payable 1,509 1,502
Interest - line of credit 113 9
Leasehold rent - 24
General and administrative 569 361
Public offering expenses - 20
Real estate expenses 67 33
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3,100 2,673
------- -------
Earnings before equity in earnings of unconsolidated
joint ventures and gain on sale 1,544 998
Equity in earnings of unconsolidated joint ventures 654 198
Gain on sale of available-for-sale securities - 2
------- -------
Net income $ 2,198 $ 1,198
======= =======
Calculation of net income applicable to common stockholders:
Net income $ 2,198 $ 1,198
Less: dividends on preferred stock 259 259
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Net income applicable to
common stockholders $ 1,939 $ 939
======= =======
Weighted average number of common shares outstanding:
Basic 5,636 3,066
===== =====
Diluted 5,667 3,101
===== =====
Net income per common share:
Basic $ .34 $ .31
======= =======
Diluted $ .34 $ .30
======= =======
Cash distributions per share:
Common Stock $ .33 $ .33
======= =======
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, 2003 (unaudited)
and the year ended December 31, 2002
(Amounts in Thousands)
Accumulated
Other Accumulated
Preferred Common Paid-in Comprehensive Undistributed
Stock Stock Capital Income Net Income Total
----- ----- ------- ------ ---------- -----
Balances, January 1, 2002 $10,693 $ 3,058 $32,192 $ 261 $ 8,144 $54,348
Distributions -
common stock - - - - (6,570) (6,570)
Distributions -
preferred stock - - - - (1,037) (1,037)
Exercise of options - 48 562 - - 610
Shares issued through
public offering - 2,500 32,621 - - 35,121
Shares issued through
dividend reinvestment plan - 20 271 - - 291
Net income - - - - 5,880 5,880
Other comprehensive income-
net unrealized gain on
available-for-sale securities - - - 51 - 51
-------
Comprehensive income - - - - - 5,931
------- ------- -------- -------- -------- -------
Balances, December 31, 2002 10,693 5,626 65,646 312 6,417 88,694
Distributions -
common stock - - - - (1,868) (1,868)
Distributions -
preferred stock - - - - (259) (259)
Exercise of options - 32 419 - - 451
Shares issued through
dividend reinvestment plan - 5 73 - - 78
Net income - - - - 2,198 2,198
Other comprehensive income-
net unrealized gain on
available-for-sale securities - - - 18 - 18
-------
Comprehensive income - - - - - 2,216
------- ------- ------- ------- ------- -------
Balances, March 31, 2003 $10,693 $ 5,663 $66,138 $ 330 $ 6,488 $89,312
======= ======= ======= ======= ======= =======
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,
---------
2003 2002
---- ----
Cash flows from operating activities:
Net income $ 2,198 $ 1,198
Adjustments to reconcile net income
to net cash provided by operating activities:
Gain on sale of available-for-sale securities - (2)
Increase in rental income from straight-lining of rent (322) (180)
Equity in earnings of unconsolidated joint ventures (654) (198)
Distributions from unconsolidated joint ventures 632 196
Payments to minority interest by subsidiary (9) (4)
Depreciation and amortization 842 724
Changes in assets and liabilities:
Decrease in rent, interest, deposits and other receivables 236 156
Decrease in accrued expenses and other liabilities (162) (212)
-------- -------
Net cash provided by operating activities 2,761 1,678
-------- -------
Cash flows from investing activities:
Additions to real estate (1,630) -
Net proceeds from condemnation of real estate 32 -
Investment in unconsolidated joint ventures, net (10) (194)
Collection of mortgages receivable- ($61 from affiliated joint venture) 317 -
Net proceeds from sale of available-for-sale securities - 8
Purchase of available-for-sale securities (10) -
-------- --------
Net cash used in investing activities (1,301) (186)
-------- --------
Cash flows from financing activities:
Repayment of mortgages payable (355) (325)
Payment of financing costs (325) -
Proceeds from bank line of credit 1,526 -
Cash distributions - common stock (1,856) (917)
Cash distributions - preferred stock (259) (259)
Proceeds from the exercise of stock options 451 236
Issuance of shares through dividend reinvestment plan 78 65
Collection of note receivable - officer 2 -
-------- --------
Net cash used in financing activities (738) (1,200)
-------- --------
Net increase in cash and cash equivalents 722 292
Cash and cash equivalents at beginning of period 2,624 2,285
-------- --------
Cash and cash equivalents at end of period $ 3,346 $ 2,577
======== ========
Supplemental disclosures of cash flow information:
Cash paid during the period for interest $ 1,624 $ 1,514
Supplemental schedule of non-cash investing and financing activities:
Contribution of real property to unconsolidated joint venture $ - $ 819
Assumption of mortgage payable in connection with purchase of
real estate 1,305 -
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, 2003 and for the three months ended March 31, 2003 and 2002 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, 2003 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, 2002.
Note 2 - Earnings Per Common Share
For the three months ended March 31, 2003 and 2002 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, 2003
and 2002 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 (30,591 and 35,278 for the three months ended
March 31, 2003 and 2002, 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.
Note 3 - Preferred and Common Stock Dividend Distributions
On March 12, 2003 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 2, 2003 to stockholders of record on March
24, 2003.
One Liberty Properties, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(Continued)
Note 4 - Investment in Unconsolidated Joint Ventures
In the latter part of 2001 and in 2002, we entered into two joint ventures
organized for the purpose of acquiring and owning megaplex stadium-style movie
theaters. We own a 25% equity interest in the first joint venture organized
(Joint Venture #1), which has acquired five megaplex stadium-style movie
theaters, and a 50% equity interest in the second joint venture organized (Joint
Venture #2), which has acquired one partial stadium-style movie theater and
three megaplex stadium-style movie theaters. These movie theaters were acquired
for a total consideration of $97.7 million.
On May 2, 2003, the movie theater joint ventures closed on mortgage financings
secured by one unencumbered property owned by Joint Venture #1 in the amount of
$5.4 million and by two unencumbered properties and the Brooklyn movie theater
property owned by Joint Venture #2 in the aggregate amount of $17.9 million. As
a result of these financings, the Company received approximately $13 million,
including the payoff of $6.2 million of mortgages on the Brooklyn theater held
by the Company.
The following tables present unaudited condensed financial statements for these
two joint ventures at March 31, 2003 and for the three months ended March 31,
2003 and 2002 (amounts in thousands):
Condensed Balance Sheets Joint Venture #1 Joint Venture #2
- ------------------------ ---------------- ----------------
Cash and cash equivalents $ 432 $ 741
Real estate investments, net 56,423 40,016
Deferred financing costs 516 108
Other assets 516(A) 662(A)
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Total assets $ 57,887 $ 41,527
======== ========
Mortgage loans payable $ 28,552 $ 15,383 (B)
Other liabilities 291 403
Equity 29,044 25,741
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Total liabilities and equity $ 57,887 $ 41,527
======== ========
Company's equity investment $ 7,250 $ 12,770
========= ========
Joint Venture #1
Three Months Ended Three Months Ended
Condensed Statements of Operations March 31, 2003 March 31, 2002
- ---------------------------------- -------------- ---------------
Revenues, primarily rental income $ 1,835 $ 410
-------- --------
Depreciation and amortization 302 63
Mortgage interest 576 -
Operating expenses 92 5
-------- --------
Total expenses 970 68
-------- --------
Net income attributable to members $ 865 $ 342
======== ========
Company's share of net income $ 216 $ 171
======== ========
Distributions received by the Company $ 233 $ 196
======== ========
One Liberty Properties, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(Continued)
Note 4 - Investment in Unconsolidated Joint Ventures (Continued)
Joint Venture #2
Three Months Ended
Condensed Statements of Operations March 31, 2003 (C)
- ---------------------------------- ------------------
Revenues, primarily rental income $ 1,278
--------
Depreciation and amortization 203
Mortgage interest 353 (B)
Operating expenses 13
--------
Total expenses 569
--------
Net income attributable to members $ 709
========
Company's share of net income $ 355
========
Distributions received by the Company $ 322
========
(A) Includes unbilled rent receivable of $398 and $304, respectively.
(B) Includes three mortgages totaling $6,199 secured by one movie
theater property that is due to the Company. Interest on these
mortgages amounted to $145. These mortgages were refinanced on
May 2, 2003 and the joint venture paid off the outstanding
balance due to the Company.
(C) The joint venture was formed in July 2002, therefore there is
no comparative data for the three months ended March 31, 2002.
The Company is a member in two other unconsolidated joint ventures each of which
owns one property. These two joint ventures contributed $83,000 and $27,000 in
equity earnings for the three months ended March 31, 2003 and 2002,
respectively.
One Liberty Properties, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(Continued)
Note 5 - Line of Credit
On March 21, 2003, the Company closed on a new revolving credit facility for $30
million ("Facility") with Valley National Bank, Merchants Bank Division and Bank
Leumi, USA. The Facility is for a term of two years. The Facility provides that
the Company pay interest at the bank's prime rate on funds borrowed and an
unused facility fee of 1/4%. The Company immediately drew down approximately $10
million to pay off the outstanding balance on the old credit line. Fees to banks
and closing costs of approximately $260,000 were paid and will be amortized over
the term of the loan.
The Facility is guaranteed by all of the Company's subsidiaries which own
unencumbered properties and shares of its subsidiaries are pledged as
collateral. The Company has agreed that it and its affiliates (including
entities that are participants in a Shared Services Agreement) will maintain on
deposit with the Banks at least 10% of the average outstanding annual principal
balance of take downs under the Facility. If minimum balances are not maintained
by the Company and its affiliates, a deficiency fee is charged to the Company.
The Facility is available to finance the acquisition or financing of interests
in commercial real estate. The Company is required to comply with certain
covenants. Net proceeds received from the sale or refinance of properties are
required to be used to repay amounts outstanding under the Facility if proceeds
from the Facility were used to purchase the property.
Note 6 - 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, 2003 and 2002, accumulated
other comprehensive income, which is solely comprised of the net unrealized gain
on available-for-sale securities, increased $18,000 to $330,000 and $65,000 to
$326,000, respectively.
Item 2. Management's Discussion And Analysis Of Financial Condition And
---------------------------------------------------------------
Results Of Operations
---------------------
Forward-Looking Statements
- --------------------------
With the exception of historical information, this report on Form 10-Q contains
certain forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933. We intend such forward-looking statements to be covered
by the safe harbor provision for forward-looking statements contained in the
Private Securities Litigation Reform Act of 1995 and include this statement for
purposes of complying with these safe harbor provisions. Forward-looking
statements, which are based on certain assumptions and describe our future
plans, strategies and expectations, are generally identifiable by use of the
words "may", "will", "believe", "expect", "intend", "anticipate", "estimate",
"project", or similar expressions or variations thereof. Forward-looking
statements should not be relied on since they involve known and unknown risks,
uncertainties and other factors which are, in some cases, beyond our control and
which could materially affect actual results, performance or achievements.
Investors are cautioned not to place undue reliance on any forward-looking
statements.
General
- -------
We are a self-administered REIT and we primarily own real estate that we net
lease to tenants. We currently own 33 properties and we are a member of four
joint ventures that own a total of eleven properties. These 44 properties are
located in 16 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, 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 of the operating expenses of the leased
property including maintenance, taxes, utilities and insurance. A majority of
our lease agreements provide for periodic rental increases and certain of our
other leases provide for increases based on the consumer price index.
In the latter part of 2001 and in 2002, we entered into two joint ventures
organized for the purpose of acquiring and owning megaplex stadium-style movie
theaters. We own a 25% equity interest in the first joint venture organized for
this purpose and a 50% equity interest in the second joint venture organized for
this purpose. These joint ventures have acquired one partial stadium-style movie
theater and eight megaplex stadium-style movie theaters for a total
consideration of $97.7 million. Our equity investment in these ventures at March
31, 2003 was approximately $20 million, net of distributions from the joint
ventures. Venturers holding at least 75% of the aggregate membership interests
in both these joint ventures must approve all material decisions, except for
property acquisitions which require unanimous approval.
At March 31, 2003, excluding mortgages payable of our unconsolidated joint
ventures, we had 23 outstanding mortgages payable, aggregating approximately
$78.3 million in principal amount, all of which are secured by first liens on
individual real estate investments with an aggregate carrying value of
approximately $122 million before accumulated depreciation. The mortgages bear
interest at fixed rates ranging from 6.0% to 8.8%, and mature between 2003 and
2017.
Results of Operations
- ---------------------
Comparison of Three Months Ended March 31, 2003 and 2002
- --------------------------------------------------------
Revenues
Our revenues consist primarily of rental income from tenants in our rental
properties. We have also, through joint ventures, invested in megaplex movie
theaters. Our equity investment in movie theater joint ventures was $20 million
at March 31, 2003, net of distributions from the joint ventures.
Rental income increased by $826,000, or 22.6%, to $4.5 million for the three
months ended March 31, 2003 from $3.7 million for the three months ended March
31, 2002. The rental income increase is due to $885,000 of rental income earned
on four properties acquired by us between September 2002 and February 2003. This
increase in rental income was partially offset by the contribution of our
leasehold position in an industrial property to a joint venture (in February
2002) and the vacancy of two retail properties.
Interest and other income increased by $147,000, or 774%, to $166,000 for the
three months ended March 31, 2003 from $19,000 for the three months ended March
31, 2002. This increase was substantially due to $145,000 of interest income
earned on three mortgages, totaling $6.3 million, acquired by us in August 2002
in connection with a movie theater acquisition by one of our joint ventures.
These mortgages were repaid in full on May 2, 2003.
Our equity in the earnings of unconsolidated joint ventures increased by
$456,000, or 230%, to $654,000 for the three months ended March 31, 2003 from
$198,000 for the three months ended March 31, 2002. Rental income earned on
eight movie theaters purchased by our two movie theater joint ventures at
various times between April 2002 and December 2002 caused $400,000 of this
increase. Another joint venture we participate in was organized in December 2002
and our equity share in the earnings of this joint venture for the three months
ended March 31, 2003 was $48,000.
We will continue to acquire, solely for our own account, improved commercial
properties in accordance with our business and investment strategies. We
anticipate that the acquisition of megaplex movie theaters will be made through
the existing or newly organized joint ventures, and we may from time to time
acquire other properties with joint venture partners.
Expenses
- --------
Depreciation and amortization expense increased by $118,000, or 16.3%, to
$842,000 for the three months ended March 31, 2003 from $724,000 for the three
months ended March 31, 2002. The increase in depreciation expense was primarily
due to the acquisition of three properties during 2002.
Interest-mortgages payable increased by $7,000, or 0.5%, to $1,509,000 for the
three months ended March 31, 2003 from $1,502,000 for the three months ended
March 31, 2002. This increase resulted from one mortgage placed on a property in
December 2002 and the assumption of a mortgage in connection with the purchase
of a property in February 2003, offset by a decrease in interest expense
resulting from the payoff of two mortgage loans during June 2002.
Interest-line of credit increased by $104,000 to $113,000 for the three months
ended March 31, 2003 from $9,000 for the three months ended March 31, 2002. This
increase resulted from our borrowing $10 million under our line of credit during
December 2002, which was used to purchase a property.
Leasehold rent expense decreased by $24,000 to zero for the three months ended
March 31, 2003 from $24,000 for the three months ended March 31, 2002. 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 leasehold rent.
General and administrative expenses increased $208,000, or 57.6% to $569,000 for
three months ended March 31, 2003 from $361,000 for the three months ended March
31, 2002. This increase was primarily due to a $126,000 increase in payroll and
payroll expenses, including approximately $105,000 for executive and support
personnel, primarily for legal and accounting services allocated to us pursuant
to a Shared Services Agreement between us and related entities. This increase in
the allocated payroll expenses resulted from an increase in our level of
business activity, primarily property acquisitions, the negotiation and
consummation of a new revolving credit facility, mortgage refinancings, lease
negotiations and regulatory compliance activities. The increase in payroll
expenses is also due to a $25,000 ($6,250 per quarter) increase in the base
salary and a $25,000 ($6,250 per quarter) bonus to our president and chief
executive officer. The balance of the increase in general and administrative
expenses is due to an increase in a number of items including professional fees
of approximately $42,000, travel expenses of approximately $8,000, a major
portion of which is related to our property acquisition activities, and state
taxes of approximately $8,000.
Real estate expenses increased by $34,000, or 103%, to $67,000 for the three
months ended March 31, 2003 from $33,000 for the three months ended March 31,
2002. This increase was primarily due to utilities and real estate tax expenses
on our two vacant properties and non-recurring landlord repairs during the first
quarter of 2003.
Liquidity and Capital Resources
- -------------------------------
We had cash and cash equivalents of $3.3 million at March 31, 2003. Our primary
sources of liquidity are cash and cash equivalents, our revolving credit
facility and cash generated from operating activities, including mortgage
financings. On March 31, 2003, we entered into a new credit agreement with
Valley National Bank, Merchants Bank Division and Bank Leumi, USA for a $30
million revolving credit facility. This facility, which replaced a $15 million
revolving credit facility, is available to us to pay down existing mortgages, to
fund the acquisition of additional properties or to invest in joint ventures.
The facility matures on March 21, 2005. Borrowings under the facility bear
interest at the bank's prime rate, currently 4.25%, 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 our
subsidiaries that own unencumbered properties and shares of its subsidiaries are
pledged as collateral. At March 31, 2003, approximately $11.5 million was
outstanding under the facility.
On May 2, 2003, the movie theater joint ventures closed on mortgage financings
in the aggregate amount of $23.3 million secured by three unencumbered
properties and the Brooklyn movie theater property owned by the ventures. As a
result of these financings, we received approximately $13 million, including a
payoff of $6.2 million of mortgages on the Brooklyn theater held by us.
Simultaneous with the receipt of the funds, we repaid the entire $11.5 million
balance outstanding under the credit facility.
We, on our own behalf and on behalf of our joint ventures, are involved in
various stages of negotiation with respect to the acquisition of additional net
leased properties. The movie theater joint ventures will only acquire movie
theater properties. We will use the cash provided from operations, cash provided
from mortgage financings, including distributions from joint ventures resulting
from their mortgage financings, and our credit facility to fund any additional
acquisitions.
The following sets forth our contractual cash obligations as of March 31, 2003,
all of which relate to interest and amortization payments and balances due at
maturity under outstanding mortgages secured by our properties, for the periods
indicated (amounts in thousands):
Principal Balances Due
Total and Interest at Maturity
----- ------------ -----------
Due within 1 year $14,106 $ 7,010 $ 7,096
Due 1 to 3 years 23,408 12,899 10,509
Due 4 to 5 years 19,550 9,252 10,298
Due after 5 years 57,021 19,630 37,391
As of March 31, 2003, we had outstanding approximately $78.3 million in
long-term mortgage indebtedness (excluding mortgage indebtedness of our
unconsolidated joint ventures), all of which is non-recourse (subject to
standard carve-outs). We expect that debt service payments of approximately
$19.9 million due in the next three years will be paid primarily from cash
generated from our operations. We anticipate that loan maturities of
approximately $17.6 million due in the next three years 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, funds available under our credit facility and available cash, if
any, may 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, 2003.
Cash Distribution Policy
- ------------------------
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 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 principal cash flows 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
--------- ------------- -------------
2004 $ 8,358 7.74%
2005 1,427 7.74
2006 11,814 7.75
2007 6,696 7.68
2008 5,138 7.67
Thereafter 44,884 7.71
--------
Total $ 78,317 7.72
========
Fair Value $ 80,124 7.25%
========
Item 4. - Controls and Procedures
-----------------------
Our president and chief executive officer and senior vice president and chief
financial officer have participated in the design and implementation of our
disclosure controls and procedures and have evaluated the Company's disclosure
controls and procedures as of a date within 90 days of the filing date of this
quarterly report on Form 10-Q. Based on their evaluation they have concluded
that the controls and procedures are effective.
There were no significant changes in our internal controls or in other factors
that could significantly affect internal controls subsequent to the date of the
evaluation. No significant deficiencies or material weaknesses were detected in
our internal controls and therefore no corrective actions were taken.
Part II - OTHER INFORMATION
Item 6. - Exhibits and Reports on Form 8-K
--------------------------------
(a) Exhibits
--------
Exhibit 99.1 Certification of President and Chief Executive Officer
pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
Exhibit 99.2 Certification of Senior Vice President and Chief
Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
Exhibit 99.3 Certification of President and Chief Executive
Officer pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002.
Exhibit 99.4 Certification of Senior Vice President and Chief
Financial Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
(b) Reports on Form 8-K
-------------------
A Form 8-KA was filed on January 16, 2003 to amend Form 8-K filed on
December 23, 2002, which reported the acquisition of a property in
Jupiter, Florida.
A Form 8-K was filed on March 25, 2003 to report the consummation of
a new credit facility, amended by Form 8-KA filed on March 26, 2003.
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 14, 2003 /s/ Jeffrey Fishman
- ------------ -------------------
Date Jeffrey Fishman
President and
Chief Executive Officer
May 14, 2003 /s/ David W. Kalish
- ------------ ---------------------
Date David W. Kalish
Senior Vice President and
Chief Financial Officer
EXHIBIT 99.1
------------
CERTIFICATION
I, Jeffrey Fishman, President and Chief Executive Officer of One Liberty
Properties, Inc. certify that:
1. I have reviewed this Quarterly Report on Form 10-Q for the quarterly
period ended March 31, 2003 of One Liberty Properties, Inc.
2. Based on my knowledge, this Quarterly Report does not contain any untrue
statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period
covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rule 13a-14 and 15d-14) for the registrant and
we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly report
is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (or persons
performing the equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.
Date: May 13, 2003
/s/ Jeffrey Fishman
-------------------------
Jeffrey Fishman
President and Chief Executive Officer
EXHIBIT 99.2
------------
CERTIFICATION
I, David W. Kalish, Senior Vice President and Chief Financial Officer of
One Liberty Properties, Inc. certify that:
1. I have reviewed this Quarterly Report on Form 10-Q for the quarterly
period ended March 31, 2003 of One Liberty Properties, Inc.
2. Based on my knowledge, this Quarterly Report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this quarterly report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rule 13a-14 and 15d-14) for the registrant and
we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly report
is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (or persons
performing the equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.
Date: May 13, 2003 /s/ David W. Kalish
------------------------
David W. Kalish
Senior Vice President
and Chief Financial Officer
EXHIBIT 99.3
------------
CERTIFICATION OF PRESIDENT AND CHIEF EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350
(SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002)
The undersigned, Jeffrey Fishman, President and Chief Executive Officer of One
Liberty Properties, Inc., (the "Registrant"), does hereby certify, pursuant to
18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, that, to the best of my knowledge, based upon a review of the
Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2003 of
the Registrant, as filed with the Securities and Exchange Commission on the date
hereof (the "Report").
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of
the Securities Exchange Act of 1934, as amended; and
(2) The information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the Registrant.
Date: May 13, 2003 /s/ Jeffrey Fishman
----------------------
Jeffrey Fishman
President and Chief Executive Officer
EXHIBIT 99.4
------------
CERTIFICATION OF SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350
(SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002)
The undersigned, David W. Kalish, Senior Vice President and Chief Financial
Officer of One Liberty Properties, Inc. (the "Registrant"), does hereby certify,
pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that, to the best of my knowledge, based upon a
review of the Quarterly Report on Form 10-Q for the quarterly period ended March
31, 2003 of the Registrant, as filed with the Securities and Exchange Commission
on the date hereof (the "Report").
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of
the Securities Exchange Act of 1934, as amended; and
(2) The information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the Registrant.
Date: May 13, 2003 /s/ David W. Kalish
--------------------------------
David W. Kalish
Senior Vice President
and Chief Financial Officer