<PAGE>
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, 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 May 5, 1995, the Registrant had 1,404,119 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 _____
<PAGE>
Part I - FINANCIAL INFORMATION
Item 1. Financial Statements
<TABLE>
ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<CAPTION>
March 31, December 31,
1995 1994
__________ ____________
(Unaudited)
<S> <C> <C>
Assets
Real estate investments,
at cost-(Note 3):
Land $ 6,535,552 $ 3,586,317
Buildings 15,099,461 8,163,951
__________ __________
21,635,013 11,750,268
Less accumulated depreciation 853,492 753,734
__________ __________
20,781,521 10,996,534
Mortgages receivable-less
unamortized discount-
(substantially all from
related parties)-(Note 3) 7,163,752 13,988,031
Senior secured note receivable-
less unamortized discount-
(related party) 1,753,202 2,108,193
Cash and cash equivalents 2,401,163 2,701,456
Unbilled rent receivable 154,852 173,547
Rent, interest and other
receivables 354,839 360,599
Investments in BRT Realty Trust-
(related party)- (Note 6) 108,924 3,219,481
Investment in U.S. Government
obligations
and securities-(Note 6) 2,322,065 3,972,256
Other 86,915 132,676
___________ ___________
Total assets $35,127,233 $37,652,773
============ ===========
</TABLE>
<PAGE>
<TABLE>
Liabilities and Stockholders' Equity
<S> <C> <C>
Liabilities:
Mortgages payable $ 4,217,562 $ 6,983,647
Accounts payable and
accrued expenses 188,382 198,890
Dividends payable 498,400 498,400
_________ __________
Total liabilities 4,904,344 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 12,681,946 12,643,998
__________ __________
Stockholders' equity:
Common stock, $1 par value;
25,000,000 shares authorized;
1,404,119 and 1,399,199 shares
issued and outstanding 1,404,119 1,399,119
Paid-in capital 13,235,786 13,233,109
Net unrealized loss on
available- for-sale
securities-(Note 6) (72,846) (34,913)
Accumulated undistributed
net income 2,973,884 2,730,523
___________ __________
Total stockholders' equity 17,540,943 17,327,838
__________ __________
Total liabilities and
stockholders' equity $35,127,233 $37,652,773
=========== ===========
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
<CAPTION>
Three Months Ended
March 31,
1995 1994
<S> <C> <C>
Revenues:
Rental income $ 566,597 $ 178,248
Interest from related parties 495,335 614,444
Dividends from related party 13,940 67,500
Interest and other income 141,316 86,634
_________ __________
1,217,188 946,826
_________ __________
Expenses:
Depreciation 99,758 23,279
Interest - mortgages payable 144,489 70,564
Management fee-(Note 4) -- 23,671
Leasehold rent-(Note3) 64,980 --
General and adminstrative 157,020 93,615
_______ _______
466,247 211,129
_________ _______
Operating income 750,941 735,697
Loss on sale of investments ( 9,180) --
________ _________
Net income $741,761 $ 735,697
======== =========
Calculation of net income
applicable to common
stockholders:
Net income 741,761 $ 735,697
Less: dividends and accretion
on preferred stock 361,458 361,006
_______ _________
Net income applicable to common
stockholders $ 380,303 $ 374,691
========= =========
Weighted average number of
common shares outstanding 1,399,231 1,338,619
========= =========
<PAGE>
Net income per common share
(Note 2):
Operating income $ .28 $ .28
Loss on sale of investments ( .01) .--
_________ ________
Net income $ .27 $ .28
========= ========
Cash distributions per share
(Note 5):
Common Stock $ .125 $ .10
========== ========
Preferred Stock $ .40 $ .40
========= ========
<FN>
See accompanying notes to consolidated financial statements.
/TABLE
<PAGE>
<TABLE>
ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<CAPTION>
Three Months Ended March 31,
1995 1994
<S> <C> <C>
Cash flows from operating activities:
Net income $ 741,761 $735,697
Adjustments to reconcile net
income to net cash provided
by operating activities:
Loss on sale of investments 9,180 --
Depreciation and amortization 116,322 34,840
Changes in assets and
liabilities:
Decrease(increase) in rent, interest and
other receivables 53,652 (45,657)
Decrease (increase) in accounts
payable and accrued expenses (10,508) 19,168
_________ ________
Net cash provided by operating
activities 910,407 744,048
_________ ________
Cash flows from investing activities:
Costs of acquisition of real estate
and mortgage receivable from Gould
Investors L.P.-related party (90,514) --
Collection of mortgages receivable-
(including $35,957 and $33,177
from related parties) 41,777 37,399
Collection of senior secured note
receivable-BRT Realty Trust-related 354,991 282,532
party
Sale of U.S. Government obligations
and securities, net 1,701,906 817,523
_________ _________
Net cash provided by
investing activities 2,008,160 1,137,454
_________ ________
Cash flows from financing activities:
Satisfaction of mortgage payable (2,753,700) --
Repayment of mortgage payable (12,385) --
Exercise of stock options 45,625 --
Cash distributions-common stock (174,890) (133,862)
Cash distributions-preferred stock (323,510) (323,510)
_________ ________
<PAGE>
Net cash used in financing
activities (3,218,860) (457,372)
__________ _________
Net (decrease) increase in cash and
cash equivalents (300,293) 1,424,130
Cash and cash equivalents at
beginning of period 2,701,456 947,797
__________ _________
Cash and cash equivalents at end
of period $2,401,163 $2,371,927
========== =========
<FN>
See accompanying notes to consolidated financial statements.
/TABLE
<PAGE>
<TABLE>
ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited) (continued)
<CAPTION> Three Months Ended March 31,
1995 1994
_____ ____
<S> <C> <C>
Supplemental disclosures of
cash flow information:
Cash paid during the period for
interest expense $ 168,100 $70,564
Supplemental schedule of noncash
investing and financing
activities:
Accretion on preferred stock 37,498 37,496
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 556,374 --
<FN>
See accompanying notes to consolidated financial statements.
/TABLE
<PAGE>
<TABLE>
ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
For the three month period ended March 31, 1995
and the year ended December 31, 1994
(Unaudited)
<CAPTION>
Net
Unrealized
loss on Accumulated
Common Paid-in Available- Undistributed
Stock Capital for-Sale Net Income Total
______ _______ ___________ ____________ _____
<S> <C> <C> <C> <C> <C>
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 available-for-sale
securities - - (34,913) - ( 34,913)
_________ __________ _____ _________ __________
<PAGE>
Balances,
December
31, 1994 1,399,119 13,233,109 (34,913)2,730,523 17,327,838
Net income - - - 741,761 741,761
Distributions-
common stock - - - (174,890) (174,890)
Distributions-
preferred stock - - - (323,510) (323,510)
Accretion on
preferred stock - ( 37,948) - - (37,948)
Exercise of
options 5,000 40,625 45,625
Net unrealized
loss on
available-for-
sale-securities - - (37,933) - (37,933)
_________ _________ ______ _________ _________
Balances,
March 31,
1995 $1,404,119 $13,235,786 $(72,846)$2,973,884 $17,540,943
========== =========== ======== ========== ===========
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
One Liberty Properties, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Note 1 - Basis of Preparation
The accompanying interim unaudited consolidated financial state-
ments as of March 31, 1995 and for the three months ended March
31, 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 three months ended March 31, 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 three
month periods ended March 31, 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
<PAGE>
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 5/8. The preferred
shares 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 $,287,000 during the year ending December 31, 1995;
$1,362,000 in 1996; $1,388,000 in 1997; $1,415,000 in 1998; and
$1,443,000 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 an 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 $23,671
during the three months ended March 31, 1994. Starting January
1, 1995, the Company will incur payroll and payroll related costs
for its President.
Gould charged the Company $88,384 and $37,374 during the three
months ended March 31, 1995 and 1994, respectively, for allocated
general and administrative expenses and payroll based on time
incurred by various employees, as well as payroll costs for the
Company's President.
Note 5 - Preferred and Common Stock Dividend Distributions
On March 3, 1995 the Board of Directors declared quarterly cash
distributions of $.125 and $.40 per share on the Company's common
and preferred stock, respectively, payable on April 3, 1995 to
stockholders of record on March 15, 1995.
<PAGE>
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
BRT's Beneficial Shares 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 March
31, 1995 of $108,924, resulting in an unrealized holding gain of
$11,268. 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 $2,406,179 and the fair value
is $2,322,065. The resulting unrealized holding loss of $84,114
less the $11,268 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 5,000 shares of the Company's
common stock at $9.125 per share were exercised in March 1995.
The options had been granted in June 1991 under the 1989 Stock
Option
Plan.
<PAGE>
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Liquidity and Capital Resources
At March 31, 1995, the Company's primary source of liquidity was
approximately $2,401,000 in cash and $2,322,000 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 $1,950,000 in liquidity since December 31, 1994 is
primarily the result of the satisfaction of a mortgage payable
offset by (i) amortization of mortgages receivable and (ii) net
cash provided by operating activities after cash distributions
payable on the Company's common and preferred stock.
The Company is currently in discussions concerning the
acquisition of net leased properties. In management's judgement,
cash provided from operations and the Company's cash position and
holdings in marketable government securities will provide
adequate funds for cash distributions to shareholders and
operating expenses and funds for a few investment opportunities.
It will continue to be the Company's policy to make sufficient
cash distributions to share holders in order for the Company to
maintain its real estate investment trust status under the
Internal Revenue Code.
In connection with the lease agreement consummated in 1991 with
Total Petroleum, Inc. ("Total Petroleum") the Company agreed to
expend certain funds to remediate environmental problems
discovered at certain locations that were net leased to Total
Petroleum by the Company. It was agreed that the 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 $1,206,000 as of March 31, 1995 which the Company
deems adequate to cover any additional environmental costs.
The Michigan Underground Storage Tank Fund Administration
("MUSTFA") reimburses qualified companies for environmental costs
incurred in "clean up" associated with underground storage tanks.
To date, the Company has received or accrued approximately
$560,000 regarding this fund. The Company cannot estimate at
this time the aggregate amount which will be reimbursed by
MUSTFA.
Results of Operations
Three months ended March 31, 1995 and 1994
Total revenues increased to $1,217,188 for the three months ended
<PAGE>
March 31, 1995 from $946,826 for the three months ended March 31,
1994. Rental income increased to $566,597 in the current three
month period from $178,248 during the prior three month period
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 $614,444 during the three months ended March 31, 1994 to
$495,335 during the three months ended March 31, 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
three month period from $67,500 during the prior three 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 increased to $141,316 during the three
months ended March 31, 1995 from $86,634 during three months
ended March 31, 1994. The increase is primarily due to an
increase in amounts received or accrued from MUSTFA and an
increase in interest on U.S. Government securities.
The increase in depreciation from $23,279 for three months ended
March 31, 1994 to $99,758 for the three months ended March 31,
1995 was primarily a result of the depreciation on the properties
acquired from Gould and a property acquired in June 1994. The
increase in interest-mortgages payable to $144,489 in the current
three month period from $70,564 in the prior three month period
results from 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 23, 2010.
General and administrative expenses increased during the three
months ended March 31, 1995 to $157,020 from $93,615 during the
three months ended March 31, 1994. The principal reasons for the
increase was the increase of allocated charges from Gould for the
three months ended March 31, 1995 of $88,834 (versus $37,374 for
the three months ended March 31, 1994) principally because of
allocated payroll charges based on additional time incurred by
various employees due to the increase in the level of the
Company's activities, as well as payroll 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 $9,180
during the three months ended March 31, 1995. There were no such
gains or losses during the three months ended March 31, 1994.
<PAGE>
Part II - Other Information
Item 6. - Exhibits and Reports on Form 8-K
On February 2, 1995, the Company filed a Form 8-K regarding the
purchase of sixteen net leased real estate properties and one
mortgage receivable (the "Transaction") from Gould Investors,
L.P. ("Gould"), a related entity.
On March 15, 1995, the Company filed a Form 8 amending the Form
8-K filed on February 2, 1995. The Form 8 included the following
financial statements:
1. Audited Combined Statement of Revenues and Expenses of
Certain Properties acquired from Gould for the three years
ended September 30, 1994.
2. Unaudited Estimated Taxable Operating Results of the Company
for the year ended December 31, 1994 giving effect to the
Transaction.
3. Unaudited Pro Forma Condensed Consolidated Balance Sheet as
of September 30, 1994 giving effect to the Transaction.
4. Unaudited Pro Forma Condensed Consolidated Statement of
Income for the year ended December 31, 1993 and nine months
ended September 30, 1994 giving effect to the Transaction as
of the beginning of the respective periods.
<PAGE>
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 12, 1995 /s/ Matthew Gould
------------ -----------------
Date Matthew Gould
President
May 12, 1995 /s/ David W. Kalish
------------ --------------------
Date David W. Kalish
Vice President and
Chief Financial Officer
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
FROM THE CONSOLIDATED BALANCE SHEET AND STATEMENT OF OPERATIONS
AND IS QUALIFIED IN ITS ENTIREY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<CIK> 0000712770
<NAME> ONE LIBERTY PROPERTIES, INC.
<MULTIPLIER> 1000
<S> <C>
<FISCAL-YEAR-END> SEP-30-1995
<PERIOD-END> MAR-31-1995
<PERIOD-TYPE> 3-MOS
<CASH> 2,401
<SECURITIES> 2,431
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 35,127
<CURRENT-LIABILITIES> 0
<BONDS> 4,218
<COMMON> 1,404
12,682
0
<OTHER-SE> 16,137
<TOTAL-LIABILITY-AND-EQUITY> 35,127
<SALES> 0
<TOTAL-REVENUES> 1,217
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 466
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 742
<INCOME-TAX> 0
<INCOME-CONTINUING> 742
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 742
<EPS-PRIMARY> .27
<EPS-DILUTED> 0
