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 September 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 November 6, 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
September 30, December 31,
1995 1994
(Unaudited)
Assets
Real estate investments, at cost
Land $ 7,084,940 $ 3,586,317
Buildings 17,297,010 8,163,951
___________ __________
24,381,950 11,750,268
Less accumulated depreciation 1,077,826 753,734
___________ __________
23,304,124 10,996,534
Mortgages receivable-less unamortized
discount-(substantially all from
related parties)-(Note 3) 7,080,011 13,988,031
Senior secured note receivable-
less unamortized discount-
(related party) 767,302 2,108,193
Cash and cash equivalents 3,141,801 2,701,456
Unbilled rent receivable 108,462 173,547
Rent, interest and other receivables 397,500 360,599
Investments in BRT Realty Trust-
(related party)- (Note 6) 123,948 3,219,481
Investment in U.S. Government
obligations and securities -
(Note 6) 1,319,188 3,972,256
Other 144,831 132,676
___________ _________
Total assets $36,387,167 $37,652,773
=========== ===========
Liabilities and Stockholders' Equity
Liabilities:
Mortgages payable $ 4,923,216 $ 6,983,647
Accounts payable and accrued
expenses 185,950 198,890
Dividends payable 748,346 498,400
___________ ___________
Total liabilities 5,857,512 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 12,758,184 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 13,257,048 13,233,109
Net unrealized loss on available-
for-sale securities-(Note 6) (25,713) (34,913)
Accumulated undistributed net
income 3,124,017 2,730,523
__________ __________
Total stockholders' equity 17,771,471 17,327,838
__________ __________
Total liabilities and
stockholders' equity $36,387,167 $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 Nine Months Ended
September 30, September 30,
__________________ __________________
1995 1994 1995 1994
Revenues:
Rental income $ 707,236 $ 315,617 $1,938,256 $ 697,729
Interest from
related parties 598,152 677,551 1,511,927 1,828,454
Dividends from
related party -- 67,500 13,940 202,500
Interest and other
income 61,739 106,887 298,130 337,594
________ ________ _________ ________
1,367,127 1,167,555 3,762,253 3,066,277
_________ ________ _________ _________
Expenses:
Depreciation 117,349 67,401 324,092 116,920
Interest -
mortgages payable 102,248 163,446 338,812 321,259
Management fee(Note 4) -- 29,189 -- 76,657
Leasehold rent 72,208 -- 212,185 --
(Note 3)
General and
administrative 164,476 130,562 483,225 338,507
________ ________ ________ ________
456,281 390,598 1,358,314 853,343
________ ________ ________ ________
Operating income 910,846 776,957 2,403,939 2,212,934
Loss on sale
of investments ( 4,006) (34,699) (15,351) (78,527)
__________ _______ __________ _________
Net income $ 906,840 $742,258 $2,388,588 $2,134,407
========== ======== =========== =========
Calculation of net
income applicable to
common stockholders:
Net income $ 906,840 $742,258 $2,388,588 $2,134,407
Less: dividends
and accretion on
preferred stock 361,687 361,232 1,084,717 1,083,357
_________ _______ ________ _________
Net income
applicable
to common
stockholders $ 545,153 $381,026 $1,303,871 $1,051,050
=========== ======== ========= =========
Weighted average
number of
common shares
outstanding 1,416,119 1,355,581 1,407,097 1,344,724
========== ========= ========= =========
Net income per
common share
(Note 2):
Operating
income $ .39 $ .31 $ .94 $ .84
Loss on
sale of
investments - $ (.03) (.01) (.06)
____________ _________ __________ ________
Net income $ .39 $ .28 $ .93 $ .78
============ ========= ========= =========
Cash distributions
per share:
Common Stock $ .30 $ .505 $ .725 $ .73
=========== ========= ========= =========
Preferred Stock $ .40 $ .40 $ 1.20 $ 1.20
=========== ========= ========= =========
<FN>
See accompanying notes to consolidated financial statements.
/TABLE
ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
For the nine month period ended September 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 - - - 2,388,588 2,388,588
Distributions
-common
stock - - - (1,024,563) (1,024,563)
Distributions
-preferred
stock - - - (970,531) (970,531)
Accretion on
preferred
stock - (114,186) - - (114,186)
Exercise of
stock
options 17,000 138,125 155,125
Net unrealized
gain on
available
-for- sale-
securities - - 9,200 - 9,200
________ __________ ________ ________ _________
Balances,
September
30,
1995 $1,416,119 $13,257,048 $(25,713)$3,124,017 $17,771,471
========== =========== ======== ========== ===========
<FN>
See accompanying notes to consolidated financial statements.
/TABLE
ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Nine Months Ended September 30,
1995 1994
_______ _________
Cash flows from operating
activities:
Net income $2,388,588 $2,134,407
Adjustments to reconcile
net income to net
cash provided by
operating activities:
Loss on sale of
investments 15,351 78,527
Depreciation and
amortization 350,692 156,624
Changes in assets and
liabilities:
Increase in rent,
interest and other
receivables 3,290 157,671
Increase in accounts
payable and accrued
expenses (12,940) 43,208
_________ __________
Net cash provided by
operating
activities 2,744,981 2,570,437
_________ _________
Cash flows from investing
activities:
Additions to real estate (2,746,937) (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 $110,042 and
$201,479 125,518 212,296
from related parties)
Collection of senior secured
note receivable-BRT Realty
Trust-related party 1,340,891 818,474
Sale of U.S. Government
obligations
and securities, net 2,731,846 622,496
Other ( 14,987) --
___________ _________
Net cash provided by
(used in) investing
activities 1,345,817 (3,895,916)
___________ _________
Cash flows from financing
activities:
Proceeds from mortgage
payable 731,250 4,250,000
Satisfaction of mortgage
payable (2,753,700) --
Repayment of mortgage
payable (37,981) (7,934)
Payment of financing costs -- (100,355)
Exercise of stock options 155,125 369,563
Cash distributions-common
stock (774,616) (435,864)
Cash distributions-preferred
stock (970,531) (970,531)
__________ _________
Net cash (used in)
provided by
financing activities (3,650,453) 3,104,879
_________ _________
Net increase
in cash and cash
equivalents 440,345 1,779,400
Cash and cash equivalents at
beginning of period 2,701,456 947,797
________ _________
Cash and cash equivalents at
end of period $3,141,801 $2,727,197
========== ==========
<FN>
See accompanying notes to consolidated financial statements.
/TABLE
ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited) (continued)
Nine Months Ended September 30,
1995 1994
____ ____
Supplemental disclosures of
cash flow information:
Cash paid during the period for
interest expense $357,066 $266,806
Supplemental schedule of noncash
investing and financing
activities:
Accretion on preferred stock 114,186 112,826
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
Notes to Consolidated Financial Statements
Note 1 - Basis of Preparation
The accompanying interim unaudited consolidated financial
statements as of September 30, 1995 and for the nine and three
months ended September 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 nine and three months
ended Septmber 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
nine and three month periods ended September 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 leased real estate properties (including
One Liberty Properties, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(Continued)
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 $1,286,000 during the year ending December 31, 1995;
$1,362,000 in 1996; $1,389,000 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
$76,657 during the nine months ended September 30, 1994.
Starting January 1, 1995, the Company incurred payroll and
payroll related costs for the Company's President of $103,095.
Gould charged the Company $166,942 and $131,126 during the nine
months ended September 30, 1995 and 1994, respectively, for
allocated general and administrative expenses and payroll based
on time incurred by various employees.
One Liberty Properties, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(Continued)
Note 5 - Preferred and Common Stock Dividend Distributions
On August 21, 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 October 2, 1995 to
stockholders of record on September 15, 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
September 30, 1995 of $123,948, resulting in an unrealized
holding gain of $26,292. 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 $1,370,065
and the fair value is $1,319,185, resulting in an unrealized
holding loss of $50,880. In addition, the Company has invested
$16,600 in equity securities which have a fair market value of
$15,475 at September 30, 1995. The aggregate net unrealized
holding loss of $25,713 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.
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Liquidity and Capital Resources
At September 30, 1995, the Company's primary source of liquidity
was approximately $3,142,000 in cash and $1,319,000 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 $2,212,000 in liquidity since
December 31, 1994 is due to a combination of factors including
the satisfaction of a mortgage payable and the purchase of two
net leased properties. One property is located in Iowa and was
purchased for a cash consideration, including closing costs, of
approximately $1,400,000, and the other property, located in
Texas was purchased for a consideration, including closing costs,
of approximately $1,348,000, of which $731,250 was funded by a
nonrecourse first mortgage loan at the closing. The Company's
use of its liquid resources was offset in part by collection of
principal and interest on mortgages and a note receivable and 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 $1,385,000 as of September 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 $66,000 regarding this fund. The Company
cannot estimate the amount, if any, which will be reimbursed by
MUSTFA in the future due to an announced termination of the
program.
Results of Operations
Nine and three months ended September 30, 1995 and 1994
Total revenues increased to $3,762,253 and $1,367,127 for the
nine and three months ended September 30, 1995 from $3,066,277
and $1,167,555 for the nine and three months ended September 30,
1994. Rental income increased to $1,938,256 and $707,236 in the
current nine and three month periods from $697,729 and $315,617
during the prior nine and three month periods primarily due to
rents earned on sixteen properties acquired from Gould Investors
L.P. ("Gould") in January 1995 and three other properties
acquired during 1995 and 1994. Interest income from related
parties decreased from $1,828,454 and $677,551 during the nine
and three month periods ended September 30, 1994 to $1,511,927
and $598,152 during the nine and three month periods ended
September 30, 1995, principally due to the extinguishment of a
mortgage loan due from Gould as part of the aforementioned
acquisition in January 1995. The decrease was partly offset
during the current periods due to an increase in the discount
amortization of a senior note receivable resulting from an
increase in principal collections of such note.
Dividends from related party decreased to $13,940 in the current
nine month period from $202,500 during the prior nine month
period due to the transfer of the preferred shares of BRT Realty
Trust to Gould as part of the aforementioned acquisition in
January 1995.
Interest and other income decreased to $298,130 and $61,739
during the nine and three months ended September 30, 1995 from
$337,594 and $106,887 during the nine and three months ended
September 30, 1994. The decrease was primarily due to a decrease
in amounts received or accrued from MUSTFA from the comparable
periods in the prior year.
The increase in depreciation from $116,920 and $67,401 for the
nine and three month periods ended September 30, 1994 to $324,092
and $117,349 for the nine and three month periods ended September
30, 1995 resulted from the depreciation on the properties
acquired during 1995 and 1994. The decrease in
interest-mortgages payable from $163,446 in the prior
three month period to $102,248 in the current three month period
results from the elimination of interest paid on a $2,753,700
mortgage loan which was fully repaid in March 1995. This
decrease was offset in the current nine month period due to
interest expense on a $4,250,000 mortgage loan obtained by the
Company in connection with a property acquired in June 1994.
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 nine and
three months ended September 30, 1995 to $483,225 and $164,476
from $338,507 and $130,562 during the nine and three months ended
September 30, 1994 substantially due to payroll and related costs
for the Company's President. The increase in the nine month
period was also the result of 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.
Loss on sale of investments results from the sale of U.S.
Government obligations and securities and amounted to $15,351 and
$4,006 during the nine and three months ended September 30, 1995.
During the nine and three months ended September 30, 1994 such
losses amounted to $78,527 and $34,699.
Part II - Other Information
Item 6. - Exhibits and Reports on Form 8-K
No Form 8-Ks were filed during the quarter ended September 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)
November 13, 1995 /s/ Matthew Gould
_______________ _________________
Date Matthew Gould
President
November 13, 1995 /s/ David W. Kalish
_______________ ___________________
Date David W. Kalish
Vice President and
Chief Financial Officer