UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) March 10, 2005
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ONE LIBERTY PROPERTIES, INC.
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(Exact name of Registrant as specified in charter)
Maryland 001-09279 13-3147497
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(State or other (Commission file No.) (IRS Employer
jurisdiction of I.D. No.)
incorporation)
60 Cutter Mill Road, Suite 303, Great Neck, New York 11021
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code 516-466-3100
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Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 2.02. Results of Operations and Financial Condition
On March 10, 2005 registrant issued a press release announcing its results of
operations for the quarter and year ended December 31, 2004. The press release
is attached as an exhibit to this Form 8-K.
Item 9.01 Financial Statement and Exhibits
(a) Financial Statement of Businesses Acquired. Not Applicable.
(b) Proforma Financial Information. Not Applicable.
(c) Exhibits.
99.1 Press release issued March 10, 2005.
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ONE LIBERTY PROPERTIES, INC.
Date: March 11, 2005 By: /s/ Simeon Brinberg
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Simeon Brinberg
Senior Vice President
ONE LIBERTY PROPERTIES, INC.
60 CUTTER MILL ROAD - SUITE 303
GREAT NECK, NY 11021
Telephone 516-466-3100
Telecopier 516-466-3132
www.onelibertyproperties.com
ONE LIBERTY PROPERTIES ANNOUNCES RESULTS OF OPERATIONS
FOR THE QUARTER AND YEAR ENDED DECEMBER 31, 2004
Great Neck, New York - March 10, 2005 - One Liberty Properties, Inc. (NYSE: OLP)
today announced that for the year ended December 31, 2004, revenues increased by
34% and net income applicable to common stockholders increased by 47% compared
to revenues and net income applicable to common stockholders for the preceding
year ended December 31, 2003. The Company reported revenues of $26,527,000, and
net income applicable to common stockholders of $10,974,000, or $1.13 per common
share on a diluted basis, for the year ended December 31, 2004. Net income
applicable to common stockholders gives effect to the Company's equity in
earnings of unconsolidated joint ventures of $2,869,000. For the year ended
December 31, 2003, One Liberty reported revenues of $19,796,000, and net income
applicable to common stockholders of $7,488,000, or $1.18 per common share on a
diluted basis. Net income for 2003 includes the Company's equity in earnings of
unconsolidated joint ventures of $2,411,000 and deducts cash distributions to
preferred stockholders of $1,037,000. The weighted average number of common
shares outstanding on a diluted basis was 9,744,000 and 6,372,000 for the years
ended December 31, 2004 and 2003, respectively.
For the quarter ended December 31, 2004, One Liberty reported revenues of
$8,332,000, and net income applicable to common stockholders of $4,009,000, or
$.41 per common share on a diluted basis. Net income for the quarter ended
December 31, 2004 gives effect to the Company's equity in earnings of
unconsolidated joint ventures of $1,231,000. This compares with revenues of
$5,514,000, net income applicable to common stockholders of $1,906,000 and net
income per common share on a diluted basis of $.23 for the quarter ended
December 31, 2003. Net income for the quarter ended December 31, 2003 gives
effect to the Company's equity in earnings of unconsolidated joint ventures of
$577,000 and deducts cash distributions to preferred stockholders of $259,000.
The weighted average number of common shares outstanding on a diluted basis was
9,790,000 and 8,325,000 for the three months ended December 31, 2004 and 2003,
respectively.
One Liberty also reported funds from operations applicable to common
stockholders of $16,789,000, or $1.72 per common share on a diluted basis, for
the year ended December 31, 2004, as compared to $11,776,000, or $1.85 per
common share on a diluted basis for the year ended December 31, 2003. Funds from
operations applicable to common stockholders for the three months ended December
31, 2004 was $5,751,000, or $.59 per common share on a diluted basis, as
compared to $3,235,000, or $.39 per common share on a diluted basis, for the
three months ended December 31, 2003. Funds from operations, calculated in
accordance with the NAREIT definition, adds back to net income depreciation of
properties, One Liberty's share of depreciation in unconsolidated joint ventures
and amortization of deferred leasing costs. The calculation then deducts gains
on sale of real estate and cash distributions in the 2003 periods to preferred
stockholders. All of One Liberty's preferred shares were redeemed or converted
to common stock effective December 30, 2003.
Commenting on the results of operations, Jeffrey Fishman, President and Chief
Executive Officer of One Liberty, stated that, "The increase in our revenues
year over year and quarter over quarter was primarily due to the increase in
rental revenues, principally a result of the acquisition of eleven properties
during 2003 and 2004. Our revenues also increased in 2004 and the quarter ended
December 31, 2004 due to the receipt of $767,000 in the December 31, 2004
quarter from the sale by us of a bankruptcy claim and receipt of $350,000 in the
December 31, 2004 quarter from settlement of a claim relating to a property
acquisition, both of which are "one time revenue items." On the expense side,
Mr. Fishman noted that property acquisitions, financing activities and a general
increase in the level of the Company's business caused expenses to increase year
over year and quarter over quarter by 35% and 41%, respectively. Specifically,
depreciation expense increased due to the acquisition of additional properties
and interest on mortgages payable increased as a result of mortgage loans placed
on properties, mortgages assumed in connection with property acquisitions and
mortgage refinancing. In addition, general and administrative expenses increased
year over year and quarter over quarter due to a number of factors, most of
which relate to the increase in the level of the Company's business. For the
year ended December 31, 2004, the Company incurred a non-recurring fee for the
initial listing of its common stock on the New York Stock Exchange and recorded
a $366,000 provision for valuation adjustment relating to a property wholly
owned by the Company and leased to a tenant which filed for bankruptcy
protection, disaffirmed its lease and vacated the property. There were no
comparable expense items in the prior year.
Commenting further, Mr. Fishman noted that positively impacting the Company's
results of operations in both the current year and the current quarter was a 19%
and 113% increase, respectively, in the Company's equity in earnings of
unconsolidated joint ventures. The increase is primarily the result of the
organization of two ventures in 2004, each of which acquired one property, and
the acquisition of an additional 25% interest in one of the Company's movie
theater joint ventures in the fourth quarter of 2003. One of the Company's
ventures sold a bankruptcy claim in the quarter ended December 31, 2004, which
resulted in an increase in equity in earnings from unconsolidated joint ventures
of $429,000. A number of factors offset this increase, the principal one being
direct write offs of unbilled rent receivable.
Mr. Fishman noted that in 2004, the Company completed investing the balance of
the net proceeds derived from a public offering completed in the last quarter of
2003. The investment of these funds significantly increased revenues and net
income in 2004. However, the investment of these funds over the course of the
year, combined with the increase in the average number of shares outstanding for
the full year, resulted in a decrease in per share earnings year over year. He
further noted that to date in 2005, the Company has invested $24,700,000 in the
purchase of six properties and is involved in negotiations for additional
property acquisitions. He commented that, "The rental income which will be
generated for the full year of 2005 with respect to six properties acquired by
us during 2004, the rental income to be derived from two properties acquired by
our unconsolidated joint ventures during 2004, the rental income to be received
from six properties acquired to date in 2005, and rental income to be generated
from any additional properties acquired in 2005 should result in an increase in
our revenues, net income and net income per share year over year."
One Liberty Properties is a real estate investment trust and invests primarily
in improved commercial real estate under long term net lease.
Certain information contained in this press release, including information with
respect to factors which may improve our future results of operations and future
acquisitions, together with other statements and information publicly
disseminated by One Liberty Properties, Inc. is forward looking within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities and Exchange Act of 1934, as amended. 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 the purpose of complying with these
safe harbor provisions. Information regarding certain important factors that
could cause actual outcomes or other events to differ materially from any such
forward looking statements will appear in the Company's Form 10-K for the year
ended December 31, 2004. You should not rely on forward looking statements 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.
Contact: Simeon Brinberg
(516) 466-3100
ONE LIBERTY PROPERTIES, INC. (NYSE: OLP)
(Amounts in Thousands, Except Per Share Data)
Three Months Ended Year Ended
December 31, December 31,
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2004 2003 2004 2003
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Revenues
Rental income - Note 1 $7,822 $5,379 $25,792 $19,284
Interest and other income 510 135 735 512
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8,332 5,514 26,527 19,796
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Expenses
Depreciation and amortization 1,424 1,054 4,758 3,473
Interest-mortgages payable 2,188 1,998 8,430 6,844
Interest-line of credit 211 137 467 564
Leasehold rent 77 - 119 -
General and administrative 725 553 3,127 2,203
Public offering expenses - 45 - 69
Real estate expenses 563 139 1,230 543
Provision for valuation adjustment of real estate 366 - 366 -
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5,554 3,926 18,497 13,696
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Earnings before equity in earnings of unconsolidated
joint ventures and gain on sale 2,778 1,588 8,030 6,100
Equity in earnings of unconsolidated joint ventures 1,231 577 2,869 2,411
Gain on sale of real estate and available-for-sale
securities - - 75 14
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Net income $ 4,009 $ 2,165 $10,974 $ 8,525
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Calculation of net income applicable to common stockholders:
Net income $ 4,009 $ 2,165 $10,974 $ 8,525
Less: distributions on preferred stock - 259 - 1,037
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Net income applicable to
common stockholders $ 4,009 $ 1,906 $10,974 $ 7,488
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Net income per common share:
Basic $ .41 $ .23 $ 1.13 $ 1.18
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Diluted $ .41 $ .23 $ 1.13 $ 1.18
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Funds from operations applicable to
common stockholders* $ 5,751 $ 3,235 $16,789 $11,776
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Funds from operations per common share:
Diluted $ .59 $ .39 $ 1.72 $ 1.85
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Weighted average number of common shares outstanding:
Basic 9,780 8,294 9,728 6,340
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Diluted 9,790 8,325 9,744 6,372
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Note 1 - Rental income includes straight line rent accruals of $1,037 and $392
for the year and three months ended December 31, 2004 and $1,058 and $209 for
the year and three months ended December 31, 2003, respectively.
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* Funds from operations applicable to common stockholders is summarized in
the following table:
Three Months Ended Year Ended
December 31, December 31,
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2004 2003 2004 2003
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Net income $ 4,009 $ 2,165 $10,974 $ 8,525
Add: depreciation of properties 1,424 1,054 4,758 3,473
Add: our share of depreciation in
unconsolidated joint ventures 302 253 1,075 790
Add: amortization of capitalized
leasing expenses 16 22 55 39
Deduct: gain on sale of real estate - - (73) (14)
Deduct: preferred distributions - (259) - (1,037)
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Funds from operations applicable to
common stockholders $ 5,751 $ 3,235 $16,789 $11,776
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