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 June 30, 1995
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 offices) (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 August 4, 1995, the Registrant had 1,416,119 shares
of Common Stock and 808,776 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
June 30, December 31,
1995 1994
(Unaudited)
Assets
Real estate investments, at cost
Land $ 6,815,420 $ 3,586,317
Buildings 16,218,931 8,163,951
___________ __________
23,034,351 11,750,268
Less accumulated depreciation 960,477 753,734
___________ __________
22,073,874 10,996,534
Mortgages receivable-less unamortized
discount-(substantially all from
related parties)-(Note 3) 7,121,696 13,988,031
Senior secured note receivable-
less unamortized discount-
(related party) 1,484,319 2,108,193
Cash and cash equivalents 2,064,314 2,701,456
Unbilled rent receivable 130,157 173,547
Rent, interest and other receivables 186,817 360,599
Investments in BRT Realty Trust-
(related party)- (Note 6) 127,704 3,219,481
Investment in U.S. Government
obligations and securities -
(Note 6) 2,248,292 3,972,256
Other 93,485 132,676
___________ _________
Total assets $35,530,658 $37,652,773
=========== ===========
Liabilities and Stockholders' Equity
Liabilities:
Mortgages payable $ 4,204,903 $ 6,983,647
Accounts payable and accrued
expenses 202,865 198,890
Dividends payable 744,746 498,400
___________ ___________
Total liabilities 5,152,514 7,680,937
___________ __________
Redeemable convertible preferred
stock, $1 par value; $1.60
cumulative annual dividend;
2,300,000 shares authorized;
808,776 shares issued; liquidation
and redemption values of $16.50 12,720,008 12,643,998
___________ __________
Stockholders' equity:
Common stock, $1 par value;
25,000,000 shares authorized;
1,416,119 and 1,399,119
shares issued outstanding 1,416,119 1,399,119
Paid-in capital 13,295,224 13,233,109
Net unrealized loss on available-
for-sale securities-(Note 6) (22,331) (34,913)
Accumulated undistributed net
income 2,969,124 2,730,523
__________ __________
Total stockholders' equity 17,658,136 17,327,838
__________ __________
Total liabilities and
stockholders' equity $35,530,658 $37,652,773
=========== ===========
<FN>
See accompanying notes to consolidated financial statements.
ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
Three Months Ended Six Months Ended
June 30, June 30,
__________________ __________________
1995 1994 1995 1994
Revenues:
Rental income $ 664,423 $ 203,864 $1,231,020 $ 382,112
Interest from
related parties 418,440 536,459 913,775 1,150,903
Dividends from
related party -- 67,500 13,940 135,000
Interest and other
income 95,075 144,073 236,391 230,707
________ ________ _________ ________
1,177,938 951,896 2,395,126 1,898,722
_________ ________ _________ _________
Expenses:
Depreciation 106,985 26,240 206,743 49,519
Interest -
mortgages payable 92,075 87,249 236,564 157,813
Management fee(Note 4) -- 23,797 -- 47,468
Leasehold rent 74,997 -- 139,977 --
(Note 3)
General and
administrative 161,729 114,330 318,749 207,945
________ ________ ________ ________
435,786 251,616 902,033 462,745
________ ________ ________ ________
Operating income 742,152 700,280 1,493,093 1,435,977
Loss on sale
of investments ( 2,165) (43,828) (11,345) (43,828)
__________ _______ __________ _________
Net income $ 739,987 $656,452 $1,481,748 $1,392,149
========== ======== =========== =========
Calculation of net
income applicable to
common stockholders:
Net income $ 739,987 $656,452 $1,481,748 $1,392,149
Less: dividends
and accretion on
preferred stock 361,572 361,119 723,030 722,125
_________ _______ ________ _________
Net income
applicable
to common
stockholders $ 378,415 $295,333 $ 758,718 $ 670,024
=========== ======== ========= =========
Weighted average
number of
common shares
outstanding 1,405,586 1,339,847 1,402,436 1,339,233
========== ========= ========= =========
Net income per
common share
(Note 2):
Operating
income $ .27 $ .25 $ .55 $ .53
Loss on
sale of
investments - $ (.03) (.01) (.03)
____________ _________ __________ ________
Net income $ .27 $ .22 $ .54 $ .50
============ ========= ========= =========
Cash distributions
per share:
Common Stock $ .30 $ .125 $ .425 $ .225
=========== ========= ========= =========
Preferred Stock $ .40 $ .40 $ .80 $ .80
=========== ========= ========= =========
<FN>
See accompanying notes to consolidated financial statements.
/TABLE
ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Six Months Ended June 30,
1995 1994
_______ _________
Cash flows from operating
activities:
Net income $1,481,748 $1,392,149
Adjustments to reconcile
net income to net
cash provided by
operating activities:
Loss on sale of
investments 11,345 43,828
Depreciation and
amortization 228,325 72,643
Changes in assets and
liabilities:
Decrease (increase) in rent,
interest and other
receivables 246,369 (118,315)
Decrease in accounts
payable and accrued
expenses 3,975 70,535
_________ __________
Net cash provided by
operating
activities 1,971,762 1,460,840
_________ _________
Cash flows from investing
activities:
Additions to real estate (1,399,338) (5,549,182)
Costs of acquisition of
real estate and mortgage
receivable from Gould
Investors L.P.-related party ( 90,514) --
Collection of mortgages
receivable-
(including $72,635 and
$166,933 83,833 173,318
from related parties)
Collection of senior secured
note receivable-BRT Realty
Trust-related party 623,874 379,865
Sale of U.S. Government
obligations
and securities, net 1,805,249 548,764
Other ( 11,588) --
___________ _________
Net cash provided by
(used in) investing
activities 1,011,516 (4,447,235)
___________ _________
Cash flows from financing
activities:
Proceeds from mortgage
payable -- 4,250,000
Satisfaction of mortgage
payable (2,753,700) --
Repayment of mortgage
payable (25,044) --
Payment of financing costs -- (100,355)
Exercise of stock options 155,125 59,313
Cash distributions-common
stock (349,781) (267,724)
Cash distributions-preferred
stock (647,020) (647,020)
__________ _________
Net cash (used in)
provided by
financing activities (3,620,420) 3,294,214
_________ _________
Net (decrease) increase
in cash and cash
equivalents (637,142) 307,819
Cash and cash equivalents at
beginning of period 2,701,456 947,797
________ _________
Cash and cash equivalents at
end of period $2,064,314 $1,255,616
========== ==========
<FN>
See accompanying notes to consolidated financial statements.
/TABLE
ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited) (continued)
Six Months Ended June 30,
1995 1994
____ ____
Supplemental disclosures of
cash flow information:
Cash paid during the period for
interest expense $260,268 $157,813
Supplemental schedule of noncash
investing and financing
activities:
Accretion on preferred stock 76,010 75,105
Acquisition of real estate and
mortgage receivable from
Gould Investors L.P.-
related party (9,861,729) --
Payment for acquisition from
Gould Investors L.P.:
Extinguishment of mortgage
receivable 6,850,000 --
Transfer of BRT preferred
stock 2,455,355 --
Transfer of BRT common
stock 566,374 --
<FN>
See accompanying notes to consolidated financial statements.
ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
For the six month period ended June 30, 1995
and the year ended December 31, 1994
(Unaudited)
Net
Unrealized
loss on Accumulated
Common Paid-in Available-for- Undistributed
Stock Capital Sale Securities NetIncome Total
Balances,
January 1,
1994 $1,338,619 $12,854,707 $ - $2,336,775 $16,530,101
Net income - - - 2,861,137 2,861,137
Distributions
-common
stock - - - (1,173,347) (1,173,347)
Distributions
-preferred
stock - - - (1,294,042) (1,294,042)
Accretion on
preferred
stock - (150,661) - - (150,661)
Exercise of
options 60,500 529,063 - 589,563
Net unrealized
loss on avail-
able-for-sale-
securities - - (34,913) - (34,913)
__________ ___________ ______ __________ ___________
Balances,
December
31,
1994 1,399,119 13,233,109 (34,913)2,730,523 17,327,838
Net income - - - 1,481,748 1,481,748
Distributions
-common
stock - - - (596,127) (596,127)
Distributions
-preferred
stock - - - (647,020) (647,020)
Accretion on
preferred
stock - (76,010) - - (76,010)
Exercise of
stock
options 17,000 138,125 155,125
Net unrealized
gain on
available
-for- sale-
securities - - 12,582 - 12,582
________ __________ ________ ________ _________
Balances,
June
30,
1995 $1,416,119 $13,295,224 $(22,331)$2,969,124 $17,658,136
========== =========== ======== ========== ===========
<FN>
See accompanying notes to consolidated financial statements.
/TABLE
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 June 30, 1995 and for the six and three months
ended June 30, 1995 and 1994 reflect all normal, recurring
adjustments which are, in the opinion of management, necessary
for a fair statement of the results for such interim periods.
The results of operations for the six and three months ended June
30, 1995 are not necessarily indicative of the results for the
full year.
The consolidated financial statements include the accounts of One
Liberty Properties, Inc. and its wholly-owned subsidiaries.
Material intercompany items and transactions have been
eliminated. One Liberty Properties, Inc. and its subsidiaries
are hereinafter referred to as the Company.
These statements should be read in conjunction with the
consolidated financial statements and related notes which are
incorporated by reference in the Company's Annual Report on Form
10-K for the year ended December 31, 1994.
Note 2 - Per Share Data
Primary earnings per common share data is based upon the weighted
average number of common shares and assumed equivalent shares
outstanding during the period, after giving effect to the
dividends and accretion relating to the Company's preferred
stock. The preferred stock is not considered a common
stock equivalent for the purposes of computing earnings per
share.
The assumed exercise of outstanding stock options, using the
treasury stock method, is not materially dilutive or is
anti-dilutive for the primary common share computation for the
six and three month periods ended June 30, 1995 and 1994. Fully
diluted earnings per common share are based on an increase in the
number of common shares that would be outstanding assuming the
exercise of common share options. Since fully diluted earnings
per share amounts are not materially dilutive, such amounts are
not presented.
Note 3 - Acquisition of Real Estate and Mortgage Receivable from
Related Party
On January 19, 1995 the Company acquired, in a single
transaction, sixteen net lease real estate properties (including
the reacquisition of thirteen retail locations net leased to
Total Petroleum) and one mortgage receivable from Gould Investors
L.P., ("Gould") a related party. The properties are all net
leased on a long term basis to third parties with current
expirations ranging from 2004 to 2051, and have certain tenant
renewal rights. The consideration paid for the properties was
comprised of (i) the extinguishment of a $6,850,000 mortgage loan
which the Company held on the thirteen Total Petroleum properties
and (ii) 1,030,000 restricted convertible preferred shares of BRT
Realty Trust ("BRT"), a related party, and 173,719 Beneficial
Shares of BRT owned by the Company. The closing price of the BRT
Beneficial Shares on the New York Stock Exchange on January 19,
1995 (the date of the transaction) was $3.625. The preferred
shares of BRT do not trade publicly. The Company's Board of
Directors received prior to and as a condition to consummation of
the transaction analyses of the sixteen properties acquired and
an opinion from an independent investment banker relating to the
fairness of the transaction from a financial point of view. The
Company recorded the assets acquired at the carrying amount of
the assets exchanged (plus transaction costs), resulting in a
reclassification from investments in BRT and mortgages receivable
to real estate investments, at cost. The minimum future rentals
to be received on the operating leases over the next five years
are $1,287,000 during the year ending December 31, 1995;
$1,362,000 in 1996; $1,388,000 in 1997; $1,416,000 in 1998; and
$1,444,000 in 1999. Annual fixed ground rent payable by the
Company on one of the properties is $289,000 through April 30,
2010.
Note 4 - Management Agreement
On December 31, 1994, the management agreement was terminated and
on January 1, 1995, the Company became self-managed. Prior to
that date, the Company was managed by an entity ("Manager")
controlled by the Chairman and Vice Chairman of the Company's
Board of Directors, and its President, all of whom are officers
of the managing general partner of Gould. The Manager was
entitled to a base annual fee, payable quarterly, equal to 2.5%
of the Company's gross revenues, subject to limitations (as
defined in the management agreement). Such fees amounted to
$47,468 during the six months ended June 30, 1994.
Gould charged the Company $190,035 and $87,442 during the six
months ended June 30, 1995 and 1994, respectively, for allocated
general and administrative expenses and payroll based on time
incurred by various employees, as well as payroll and payroll
related costs for the Company's President starting January 1,
1995.
One Liberty Properties, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(Continued)
Note 5 - Preferred and Common Stock Dividend Distributions
On June 9, 1995 the Board of Directors declared quarterly cash
distributions of $.30 and $.40 per share on the Company's common
and preferred stock, respectively, payable on July 6, 1995 to
stockholders of record on June 20, 1995.
Note 6 - Investments in Debt and Equity Securities
In May, 1993, the Financial Accounting Standards Board issued
SFAS #115, "Accounting for Certain Debt and Equity Securities,"
effective for fiscal years beginning after December 15, 1993.
The SFAS addresses accounting and reporting for (i) investments
in equity securities that have readily determinable fair values
and (ii) all investments in debt securities. The Company has
determined in accordance with SFAS #115 that its investment in
Beneficial Shares of BRT and its investment in U.S. Government
obligations and securities are "available-for-sale" securities.
The accounting treatment of such securities is fair value, with
unrealized holding gains and losses excluded from earnings and
reported as a separate component of shareholders' equity.
The Company's investment in 30,048 Beneficial Shares of BRT,
purchased at a cost of $97,656 has a fair market value at June
30, 1995 of $127,704, resulting in an unrealized holding gain of
$30,048. The cost basis of the Company's investment in U.S.
Government obligations and securities, which mature principally
during the years 2001 to 2022, is $2,300,670 and the fair value
is $2,248,291. The resulting unrealized holding loss of $52,379
less the $30,048 unrealized holding gain on the BRT Beneficial
Shares is included as a separate component of shareholders'
equity.
Note 7 - Stock Options
Options to purchase a total of 17,000 shares of the Company's
common stock at $9.125 per share were exercised in March and June
1995. The options had been granted under the 1989 Stock Option
Plan as follows: 5,000 in June 1991 and 12,000 in March 1993.
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Liquidity and Capital Resources
At June 30, 1995, the Company's primary source of liquidity was
approximately $2,064,000 in cash and $2,248,000 in investments in
U.S. Government obligations and securities. At the end of 1994,
the Company had approximately $2,701,000 in cash and $3,972,000
in U.S. Government obligations and securities. The decrease of
approximately $2,361,000 in liquidity since December 31, 1994 is
primarily the result of the purchase of a net leased property for
cash of approximately $1,400,000 located in Iowa and the
satisfaction of a mortgage payable offset by (i) amortization of
mortgages and a note receivable and (ii) net cash provided by
operating activities after payment of cash distributions on the
Company's common and preferred stock.
The Company is currently in discussions concerning the
acquisition of other net leased properties. In management's
judgement, cash provided from operations, the Company's cash
position and holdings in marketable government securities will
provide adequate funds for cash distributions to shareholders,
operating expenses and funds for a few investment opportunities.
It will continue to be the Company's policy to make sufficient
cash distributions to shareholders in order for the Company to
maintain its real estate investment trust status under the
Internal Revenue Code.
In connection with the lease agreements with Total Petroleum,
Inc. ("Total Petroleum") consummated in 1991, the Company agreed
to expend certain funds to remediate environmental problems
discovered at certain locations that were net leased to
Total Petroleum. It was agreed that the net cost to the Company
would not exceed $350,000 per location, with any excess cost
being the responsibility of Total Petroleum. At that time the
Company deposited $2,000,000 with an independent escrow agent to
insure compliance by the Company with its obligations with
respect to the environmental clean up. The escrow agent held
approximately $1,392,000 as of June 30, 1995 which the Company
deems adequate to cover any additional environmental costs.
The Michigan Underground Storage Tank Fund Administration
("MUSTFA") has been reimbursing qualified companies for
environmental costs incurred in "clean up" associated with
underground storage tanks. In 1995, the Company received or
accrued approximately $60,000 regarding this fund. The Company
cannot estimate the amount, if any, which will be reimbursed by
MUSTFA in the future due to a currently contemplated termination
of the program.
Results of Operations
Six and three months ended June 30, 1995 and 1994
Total revenues increased to $2,395,126 and $1,177,938 for the six
and three months ended June 30, 1995 from $1,898,722 and $951,896
for the six and three months ended June 30, 1994. Rental income
increased to $1,231,020 and $664,423 in the current six and three
month periods from $382,112 and $203,864 during the prior six and
three month periods primarily due to rents earned on (i) the
properties acquired from Gould Investors L.P. ("Gould") in
January 1995 (see Note 3 of Notes to Consolidated Financial
Statements) and (ii) a property acquired in June 1994. Interest
income from related parties decreased from $1,150,903 and
$536,459 during the six and three month periods ended June 30,
1994 to $913,775 and $418,440 during the six and three month
periods ended June 30, 1995, principally due to the
extinguishment of a mortgage loan due from Gould as part of the
aforementioned acquisition in January 1995. Dividends from
related party decreased to $13,940 in the current six month
period from $135,000 during the prior six month period due to the
transfer of the preferred shares of BRT Realty Trust to Gould as
part of the aforementioned acquisition.
Interest and other income decreased to $95,075 during the three
months ended June 30, 1995 from $144,073 during the three months
ended June, 1994. The decrease is primarily due to a decrease in
amounts received or accrued from MUSTFA from the comparable three
month period in the prior year.
The increase in depreciation from $49,519 and $26,240 for the six
and three month periods ended June 30, 1994 to $206,743 and
$106,985 for the six and three month periods ended June 30, 1995
was primarily a result of depreciation on the properties acquired
from Gould and a property acquired in June 1994. The increase in
interest-mortgages payable to $236,564 and $92,075 in the current
six and three month periods from $157,813 and $87,249 in the
prior six and three month periods results from interest expense
on a $4,250,000 mortgage loan obtained by the Company in
connection with a property acquired in June 1994, offset in part
in the current three month period by the elimination of interest
paid on a $2,753,700 mortgage loan which was fully repaid in
March 1995.
Effective January 1, 1995, the Company became self-managed
thereby eliminating the management fee. See Note 4 of Notes to
Consolidated Financial Statements for additional information.
In connection with the property acquisition from Gould the
Company must pay annual fixed leasehold rent on one property of
$289,000 through April 30, 2010.
General and administrative costs increased during the six and
three months ended June 30, 1995 to $318,749 and $161,729 from
$207,945 and $114,330 during the six and three months ended June
30, 1994. The increase is substantially due to an increase in
expenses allocated by Gould principally caused by allocated
payroll charges based on additional time incurred by various
employees as the Company's level of activities increased, as well
as payroll and related costs for the Company's President.
Loss on sale of investments results from the sale of U.S.
Government obligations and securities and amounted to $11,345 and
$2,165 during the six and three months ended June 30, 1995.
During the six and three months ended June 30, 1994 such losses
amounted to $43,828.
Part II - Other Information
Item 6. - Exhibits and Reports on Form 8-K
No Form 8-Ks were filed during the quarter ended June 30, 1995.
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)
August 10, 1995 /s/ Matthew Gould
_______________ _________________
Date Matthew Gould
President
August 10, 1995 /s/ David W. Kalish
_______________ ___________________
Date David W. Kalish
Vice President and
Chief Financial Officer
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)
August 10, 1995 /S/ Matthew Gould
_______________ _________________
Date Matthew Gould
President
August 10, 1995 /S/ David W. Kalish
______________ __________________
Date David W. Kalish
Vice President and
Chief Financial Officer