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One Liberty Properties 10-K 2010

Documents found in this filing:

  1. 10-K/A
  2. Ex-31.1
  3. Ex-31.2
  4. Ex-32.1
  5. Ex-32.2
  6. Ex-32.2
Unassociated Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.20549

FORM 10-K/A

x   Annual Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of l934

For the fiscal year ended December 31, 2009
Or
¨ Transition Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Commission File Number 001-09279

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 York11021
(Address of principal executive offices)     (Zip Code)

Registrant's telephone number, including area code: (516) 466-3100

Securities registered pursuant to Section 12(b) of the Act:

Title of each class on which registered
 
Name of exchange 
     
Common Stock, par value $1.00 per share
 
New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:

NONE

Indicate by check mark if the registrant is a well-known seasoned issuer as defined in Rule 405 of the Securities Act.     Yes  ¨  No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.     Yes  ¨  No x

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  No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).           Yes  ¨  No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.           x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company.  See definitions of “large accelerated filer,” “accelerated filer,” and “small reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ¨
Accelerated filer  x
   
Non-accelerated filer ¨
Small reporting company ¨
(Do not check if a small reporting company)

Indicate by check mark whether registrant is a shell company (defined in Rule 12b-2 of the Exchange Act).
Yes  ¨  No x        

As of June 30, 2009 (the last business day of the registrant’s most recently completed second quarter), the aggregate market value of all common equity held by non-affiliates of the registrant, computed by reference to the price at which common equity was last sold on said date, was approximately $46.2 million.

As of March 9, 2010, the registrant had 11,380,887 shares of common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the proxy statement for the 2010 annual meeting of stockholders of One Liberty Properties, Inc., to be filed pursuant to Regulation 14A not later than April 30, 2010, are incorporated by reference into Part III of this Annual Report on Form 10-K.

 

 

Explanatory Note

We are filing this Amendment No. 1 to our Annual Report on Form 10-K for the year ended December 31, 2009 filed with the Securities and Exchange Commission on March 12, 2010 (the “Original Filing”) to amend information included in “Item 6. Selected Financial Data” of such report. Specifically, we have:

reduced the rental revenues for 2006 and 2005 to correct an error made in recalculating rental revenues reported in those years to give effect to eight properties sold/disposed of in 2009;

increased income from continuing operations and net income from continuing operations per share on a basic and diluted basis for 2006 to reflect that the gain on sale from a portion of  property we sold in such year should be included in continuing operations (and not discontinued operations);

with respect to the gain on sale referred to above, made corresponding offsetting adjustments to  income from discontinued operations and net income from discontinued operations per share on a basic and diluted basis; and

with respect to the balance sheet data, (i) decreased real estate investments, net for each of 2007, 2006 and 2005 to reflect that eight properties sold/disposed of in 2009 should have been classified as properties held for sale in 2007, 2006 and 2005 (and not as real estate investments, net) and (ii) added a line item, properties held for sale, to reflect eight properties sold/disposed of in 2009 and one property sold in 2006.

This Report on Form 10-K/A does not modify or update any other disclosures set forth in the Original Filing, except as required to reflect the aforementioned amended information. The net income and net income per share, as reported in Item 6, were unchanged.  In addition, except for the amended information included herein, this Form 10-K/A speaks as of the filing date of the Original Filing and does not update or discuss any other developments affecting us subsequent to the date of the Original Filing.

Item 6. Selected Financial Data.

The following table sets forth the selected consolidated statement of operations data for each of the periods indicated, all of which are derived from our audited consolidated financial statements and related notes. The selected financial data for each of the three years in the period ended December 31, 2009 should be read together with our consolidated financial statements and related notes appearing elsewhere in this Annual Report on Form 10-K and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” where this data is discussed in more detail.

 
2

 

   
As of and for the Year Ended
December 31,
 
   
2009
   
2008
   
2007
   
2006
   
2005
 
OPERATING DATA >(Note a)
 
(Amounts in Thousands, Except Per Share Data)
 
Rental revenues
  $ 39,016     $ 36,031     $ 33,439     $ 28,631     $ 22,522  
Equity in earnings (loss) of unconsolidated joint ventures (Note b)
    559       622       648       (3,276 )     2,102  
Gain on dispositions of real estate of unconsolidated joint ventures
    -       297       583       26,908       -  
Net gain on sale of unimproved land, air rights and other gains
    -       1,830       -       413       10,248  
Income from continuing operations
    12,320       9,943       7,685       29,439       16,832  
Income (loss) from discontinued operations
    7,321       (5,051 )     2,905       6,986       4,448  
Net income
    19,641       4,892       10,590       36,425       21,280  
Weighted average number of common shares outstanding:
                                       
Basic
    10,651       10,183       10,069       9,931       9,838  
Diluted
    10,812       10,183       10,069       9,934       9,843  
Net income per common share-basic
                                       
Income from continuing operations
  $ 1.15     $ .98     $ .76     $ 2.97     $ 1.71  
Income (loss) from discontinued operations
    .69       (.50 )     .29       .70       .45  
Net income
  $ 1.84     $ .48     $ 1.05     $ 3.67     $ 2.16  
Net income per common share – diluted
                                       
Income from continuing operations
  $ 1.14     $ .98     $ .76     $ 2.97     $ 1.71  
Income (loss) from discontinued operations
    .68       (.50 )     .29       .70       .45  
Net income
  $ 1.82     $ .48     $ 1.05     $ 3.67     $ 2.16  
Cash distributions per share of common stock (Note c)
  $ .08     $ 1.30     $ 2.11     $ 1.35     $ 1.32  
Stock distributions per share of common stock
  $ .80       -       -       -       -  
                                         
BALANCE SHEET DATA
                                       
Real estate investments, net
  $ 345,693     $ 353,113     $ 302,702     $ 309,675     $ 203,050  
Properties held for sale
    -       -       41,340       42,166       55,072  
Investment in unconsolidated joint ventures
    5,839       5,857       6,570       7,014       27,335  
Cash and cash equivalents
    28,036       10,947       25,737       34,013       26,749  
Available-for-sale securities
    6,762       297       1,024       1,372       163  
Total assets
    408,686       429,105       406,634       422,037       330,583  
Mortgages and loan payable
    190,518       225,514       222,035       227,923       167,472  
Line of credit
    27,000       27,000       -       -       -  
Total liabilities
    228,558       265,130       235,395       241,912       175,064  
Total stockholders' equity
    180,128       163,975       171,239       180,125       155,519  

 
3

 

   
As of and for the Year Ended
December 31,
 
   
2009
   
2008
   
2007
   
2006
   
2005
 
OTHER DATA >(Note d)
 
(Amounts in Thousands, Except Per Share Data)
 
Funds from operations
  $ 23,272     $ 13,952     $ 18,645     $ 13,707     $ 26,658  
Funds from operations per common share:
                                       
Basic
  $ 2.19     $ 1.37     $ 1.85     $ 1.38     $ 2.71  
Diluted
  $ 2.15     $ 1.37     $ 1.85     $ 1.38     $ 2.71  
Adjusted funds from operations
  $ 22,064     $ 12,458     $ 16,621     $ 11,594     $ 25,093  
Adjusted funds from operations per common share:
                                       
Basic
  $ 2.07     $ 1.22     $ 1.65     $ 1.17     $ 2.55  
Diluted
  $ 2.04     $ 1.22     $ 1.65     $ 1.17     $ 2.55  

Note a:  Certain amounts reported in prior periods have been reclassified to conform to the current year’s presentation, primarily the restatement of prior periods for discontinued operations.

Note b:  For the year ended December 31, 2006, “Equity in earnings (loss) of unconsolidated joint ventures” is after giving effect to $5.3 million, our share of the mortgage prepayment premium expense incurred in connection with dispositions of real estate of unconsolidated joint ventures.  This expense is reflected as interest expense on the books of the joint ventures and is not netted against the $26.9 million gain on dispositions.

Note c:  2007 includes a special cash distribution of $.67 per share.

Note d:  We consider funds from operations (FFO) and adjusted funds from operations (AFFO) to be relevant and meaningful supplemental measures of the operating performance of an equity REIT, and they should not be deemed to be a measure of liquidity.  FFO and AFFO do not represent cash generated from operations as defined by generally accepted accounting principles (GAAP) and is not indicative of cash available to fund all cash needs, including distributions.  They should not be considered as an alternative to net income for the purpose of evaluating our performance or to cash flows as a measure of liquidity.

We compute FFO in accordance with the “White Paper on Funds From Operations” issued in April 2002 by the National Association of Real Estate Investment Trusts (NAREIT).  FFO is defined in the White Paper as “net income (computed in accordance with generally accepting accounting principles), excluding gains (or losses) from sales of property, plus depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures.  Adjustments for unconsolidated partnerships and joint ventures will be calculated to reflect funds from operations on the same basis.” In computing FFO, we do not add back to net income the amortization of costs in connection with our financing activities or depreciation of non-real estate assets.  Since the NAREIT White Paper only provides guidelines for computing FFO, the computation of FFO may vary from one REIT to another. We compute AFFO by deducting from FFO our straightline rent accruals and amortization of lease intangibles (including our share of our unconsolidated joint ventures).

 
4

 

We believe that FFO and AFFO are useful and standard supplemental measures of the operating performance for equity REITs and are used frequently by securities analysts, investors and other interested parties in evaluating equity REITs, many of which present FFO and AFFO when reporting their operating results.  FFO and AFFO are intended to exclude GAAP historical cost depreciation and amortization of real estate assets, which assures that the value of real estate assets diminish predictability over time.  In fact, real estate values have historically risen and fallen with market conditions.  As a result, we believe that FFO and AFFO provide a performance measure that when compared year over year, should reflect the impact to operations from trends in occupancy rates, rental rates, operating costs, interest costs and other matters without the inclusion of depreciation and amortization, providing a perspective that may not be necessarily apparent from net income.  We also consider FFO and AFFO to be useful to us in evaluating potential property acquisitions.

FFO and AFFO do not represent net income or cash flows from operations as defined by GAAP.  FFO and AFFO should not be considered to be an alternative to net income as a reliable measure of our operating performance; nor should FFO and AFFO be considered an alternative to cash flows from operating, investing or financing activities (as defined by GAAP) as measures of liquidity.

FFO and AFFO do not measure whether cash flow is sufficient to fund all of our cash needs, including principal amortization, capital improvements and distributions to stockholders.  FFO and AFFO do not represent cash flows from operating, investing or financing activities as defined by GAAP.

Management recognizes that there are limitations in the use of FFO and AFFO.  In evaluating the performance of our company, management is careful to examine GAAP measures such as net income and cash flows from operating, investing and financing activities.  Management also reviews the reconciliation of net income to FFO and AFFO.

The table below provides a reconciliation of net income in accordance with GAAP to FFO and AFFO, as calculated under the current NAREIT definition of FFO, for each of the years in the five year period ended December 31, 2009 (amounts in thousands):

   
2009
   
2008
   
2007
   
2006
   
2005
 
Net income (Note 1)
  $ 19,641     $ 4,892     $ 10,590     $ 36,425     $ 21,280  
Add: depreciation of properties
    9,001       8,971       8,248       7,091       5,905  
Add: our share of depreciation in unconsolidated joint ventures
    323       322       329       716       1,277  
Add: amortization of deferred leasing costs
    64       64       61       43       101  
Deduct: gain on sales of real estate
    (5,757 )     -       -       (3,660 )     (1,905 )
Deduct: gain on dispositions of real estate of unconsolidated joint ventures
    -       (297 )     (583 )     (26,908 )     -  
Funds from operations (Note 1)
    23,272       13,952       18,645       13,707       26,658  
Deduct: straight line rent accruals and amortization of lease intangibles
    (1,151 )     (1,394 )     (1,924 )     (1,950 )     (1,282 )
Deduct: our share of straight line rent accruals and amortization of lease intangibles of unconsolidated joint ventures
    (57 )     (100 )     (100 )     (163 )     (283 )
Adjusted funds from operations (Note 1)
  $ 22,064     $ 12,458     $ 16,621     $ 11,594     $ 25,093  
 
 
5

 

Note 1:  For the year ended December 31, 2008, net income, FFO and AFFO are after $6 million of impairment charges.  For the year ended December 31, 2006, net income, FFO and AFFO are after giving effect to $5.3 million, our share of the mortgage prepayment premium expense incurred in connection with the dispositions of real estate of unconsolidated joint ventures.  This expense is reflected as interest expense on the books of the joint ventures and not netted against gain on dispositions. For the year ended December 31, 2005, net income, FFO and AFFO include $10.2 million from the gain on sale of air rights.

The table below provides a reconciliation of net income per common share (on a diluted basis) in accordance with GAAP to FFO and AFFO.

   
2009
   
2008
   
2007
   
2006
   
2005
 
Net income (Note 2)
  $ 1.82     $ .48     $ 1.05     $ 3.67     $ 2.16  
Add: depreciation of properties
    .83       .88       .82       .71       .60  
Add: our share of depreciation in unconsolidated joint ventures
    .03       .03       .03       .07       .13  
Add: amortization of deferred leasing costs
    -       .01       .01       .01       .01  
Deduct: gain on sales of real estate
    (.53 )     -       -       (.37 )     (.19 )
Deduct: gain on dispositions of real estate of unconsolidated joint ventures
    -       (.03 )     (.06 )     (2.71 )     -  
Funds from operations (Note 2)
    2.15       1.37       1.85       1.38       2.71  
Deduct:  straight line rent accruals and amortization of lease intangibles
    (.11 )     (.14 )     (.19 )     (.20 )     (.13 )
Deduct: our share of straight line rent accruals and amortization of lease intangibles of unconsolidated joint ventures
    -       (.01 )     (.01 )     (.01 )     (.03 )
Adjusted funds from operations (Note 2)
  $ 2.04     $ 1.22     $ 1.65     $ 1.17     $ 2.55  

Note 2:  For the year ended December 31, 2008, net income, FFO and AFFO is after $.59 of impairment charges.  For the year ended December 31, 2006, net income, FFO and AFFO is after $.53, our share of the mortgage prepayment premium expense.  For the year ended December 31, 2005, net income, FFO and AFFO include $1.04 from the gain on sale of air rights.  See Note 1 above.

 
6

 
 
PART IV

Item 15. Exhibits and Financial Statement Schedules

(a)  (3) Exhibits:

Exhibit
   
No.
 
Title of Exhibit
     
31.1
 
Certification of President and Chief Executive Officer
     
31.2
 
Certification of Senior Vice President and Chief Financial Officer
     
32.1
 
Certification of President and Chief Executive Officer
     
32.2
 
Certification of Senior Vice President and Chief Financial Officer
 
7

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