UNITED STATES
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, 2006
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.
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(Exact name of registrant as specified in its charter)
MARYLAND 13-3147497
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(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
60 Cutter Mill Road, Great Neck, New York 11021
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(Address of principal executive offices) (Zip code)
(516) 466-3100
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(Registrant's telephone number, including area code)
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
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Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check
one):
Large Accelerated Filer Accelerated Filer X Non-Accelerated Filer
--- --- ---
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).
Yes No X
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Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
As of August 4, 2006, the registrant had 9,935,148 shares of common stock
outstanding.
Part I - FINANCIAL INFORMATION
Item 1 Financial Statements
ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Amounts in Thousands, Except Per Share Data)
June 30, December 31,
2006 2005
----------- -----------
(Unaudited)
Assets
Real estate investments, at cost
Land $ 62,829 $ 51,516
Buildings and improvements 266,306 216,921
-------- --------
329,135 268,437
Less accumulated depreciation 24,664 21,508
-------- --------
304,471 246,929
Investment in unconsolidated joint ventures 27,311 27,335
Cash and cash equivalents 7,433 26,749
Unbilled rent receivable 7,447 6,613
Property held for sale 11,097 11,193
Escrow, deposits and other receivables 1,530 4,027
Investment in BRT Realty Trust (related party) 771 717
Deferred financing costs 3,059 2,822
Other assets (including available-for-sale securities
at market of $665 and $163) 1,345 744
Unamortized intangible lease assets 4,337 3,454
-------- --------
Total assets $368,801 $330,583
======== ========
Liabilities and Stockholders' Equity
Liabilities:
Mortgages payable $198,020 $167,472
Line of credit 2,000 -
Dividends payable 3,277 3,255
Accrued expenses and other liabilities 4,047 3,554
Unamortized intangible lease liabilities 5,632 783
-------- --------
Total liabilities 212,976 175,064
-------- --------
Commitments and contingencies - -
Stockholders' equity:
Preferred stock, $1 par value;
12,500 shares authorized; none issued - -
Common stock, $1 par value; 25,000 shares
authorized; 9,789 and 9,770 shares
issued and outstanding 9,789 9,770
Paid-in capital 133,957 134,645
Accumulated other comprehensive income - net
unrealized gain on available-for-sale securities 833 818
Unearned compensation - (1,250)
Accumulated undistributed net income 11,246 11,536
-------- --------
Total stockholders' equity 155,825 155,519
-------- --------
Total liabilities and stockholders' equity $368,801 $330,583
======== ========
See accompanying notes to consolidated financial statements.
ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Amounts in Thousands, Except Per Share Data)
(Unaudited)
Three Months Ended Six Months Ended
June 30, June 30,
-------- --------
2006 2005 2006 2005
---- ---- ----- ----
Revenues:
Rental income $ 8,562 $ 6,713 $15,843 $13,186
------- ------- ------- -------
Operating expenses:
Depreciation and amortization 1,767 1,319 3,263 2,600
General and administrative (including $416,
$324, $748 and $620 respectively, to
related party) 1,583 982 2,687 1,852
Real estate expenses 78 82 135 175
Leasehold rent 77 77 154 154
------- ------- ------- -------
Total operating expenses 3,505 2,460 6,239 4,781
------- ------- ------- -------
Operating income 5,057 4,253 9,604 8,405
Other income and expenses:
Equity in earnings of unconsolidated joint ventures 903 743 1,678 1,851
Interest and other income 44 59 260 80
Interest:
Expense (3,214) (2,412) (5,907) (4,810)
Amortization of deferred financing costs (151) (128) (290) (283)
Gain on sale of option to purchase property - - 227 -
Gain on sale of air rights - 10,248 - 10,248
------- ------- ------- -------
Income from continuing operations 2,639 12,763 5,572 15,491
Income (loss) from discontinued operations 553 (70) 690 (75)
Net gain on sale of discontinued operations - 590 - 590
------- ------- ------- -------
Net income $ 3,192 $13,283 $ 6,262 $16,006
======= ======= ======= =======
Weighted average number of common shares outstanding:
Basic 9,930 9,841 9,912 9,818
===== ===== ===== =====
Diluted 9,934 9,845 9,916 9,824
===== ===== ===== =====
Net income per common share - basic and diluted:
Income from continuing operations $ .26 $ 1.30 $ .56 $ 1.58
Income from discontinued operations .06 .05 .07 .05
------- ------- ------- -------
Net income per common share $ .32 $ 1.35 $ .63 $ 1.63
======= ======= ======= =======
Cash distributions per share of common stock $ .33 $ .33 $ .66 $ .66
======= ======= ======= =======
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, 2006 (Unaudited)
and the year ended December 31, 2005
(Amounts in Thousands)
Accumulated
Other Unearned Accumulated
Common Paid-in Comprehensive Compen- Undistributed
Stock Capital Income sation Net Income Total
----- ------- ------ ------ ---------- -----
Balances, January 1, 2005 $ 9,728 $133,350 $ 717 $ (926) $ 3,246 $146,115
Distributions -
common stock - - - - (12,990) (12,990)
Exercise of options 11 109 - - - 120
Shares issued through
dividend reinvestment plan 31 569 - - - 600
Issuance of restricted stock - 617 - (617) - -
Compensation expense -
restricted stock - - - 293 - 293
Net income - - - - 21,280 21,280
Other comprehensive income-
net unrealized gain on
available-for-sale securities - - 101 - - 101
--------
Comprehensive income 21,381
------- ------- ------- -------- -------- --------
Balances, December 31, 2005 9,770 134,645 818 (1,250) 11,536 155,519
Reclassification upon the adoption
of FASB No. 123 (R) - (1,250) - 1,250 - -
Distributions -
common stock - - - - (6,552) (6,552)
Shares issued through
dividend reinvestment plan 19 320 - - - 339
Compensation expense -
restricted stock - 242 - - - 242
Net income - - - - 6,262 6,262
Other comprehensive income-
net unrealized gain on
available-for-sale securities - - 15 - - 15
--------
Comprehensive income 6,277
-------- -------- ------- -------- -------- --------
Balances, June 30, 2006 $ 9,789 $133,957 $ 833 $ - $ 11,246 $155,825
======== ======== ======= ======== ======== ========
See accompanying notes to consolidated financial statements.
ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in Thousands)
(Unaudited)
Six Months Ended
June 30,
2006 2005
---- ----
Cash flows from operating activities:
Net income $ 6,262 $ 16,006
Adjustments to reconcile net income
to net cash provided by operating activities:
Gain on sales of real estate (227) (10,838)
Increase in rental income from straight-lining of rent (834) (521)
(Increase) decrease in rental income from amortization of
intangibles relating to leases (58) 12
Provision for valuation adjustment - 469
Amortization of restricted stock expense 242 148
Equity in earnings of unconsolidated joint ventures (1,678) (1,851)
Distributions from unconsolidated joint ventures 1,548 1,869
Depreciation and amortization 3,360 2,919
Amortization of financing costs 293 313
Changes in assets and liabilities:
(Increase) decrease in escrow, deposits and other receivables (125) 742
Increase (decrease) in accrued expenses and other liabilities 493 (227)
-------- --------
Net cash provided by operating activities 9,276 9,041
-------- --------
Cash flows from investing activities:
Purchase of real estate and improvements (27,299) (25,319)
Net proceeds from sale of real estate - 26,052
Investment in unconsolidated joint ventures - (282)
Distribution of return of capital from unconsolidated
joint ventures 87 8,716
Net proceeds from sale of option to purchase property 227 -
Net proceeds from sale of available-for-sale securities 11 3
Purchase of available-for-sale securities (487) -
-------- --------
Net cash (used in) provided by investing activities (27,461) 9,170
-------- --------
Cash flows from financing activities:
Repayment of mortgages payable (1,974) (12,941)
Proceeds from mortgages payable 5,565 32,156
Payment of financing costs (531) (664)
Proceeds from bank line of credit, net 2,000 (7,600)
Cash distributions - common stock (6,530) (6,465)
Exercise of stock options - 89
Issuance of shares through dividend reinvestment plan 339 188
--------- --------
Net cash (used in) provided by financing activities (1,131) 4,763
--------- --------
Net (decrease) increase in cash and cash equivalents (19,316) 22,974
Cash and cash equivalents at beginning of period 26,749 6,051
--------- --------
Cash and cash equivalents at end of period $ 7,433 $ 29,025
======== ========
Supplemental disclosures of cash flow information:
Cash paid during the period for interest $ 6,161 $ 5,061
======== ========
Supplemental schedule of non-cash investing and financing activities:
Assumption of mortgage payable in connection
with purchase of real estate $ 26,957 $ -
======== ========
Purchase accounting allocations $ 3,916 $ (741)
======== ========
Reclassification of 2005 deposit in connection with
purchase of real estate $ 2,525 $ -
======== ========
See accompanying notes to consolidated financial statements.
One Liberty Properties, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Note 1 - Organization and Background
One Liberty Properties, Inc. (the "Company") was incorporated in 1982 in the
state of Maryland. The Company is a self-administered and self-managed real
estate investment trust ("REIT"). The Company acquires, owns and manages a
geographically diversified portfolio of retail, industrial, office, movie
theater, health and fitness and other properties, a substantial portion of which
are under long-term net leases. The Company owns fifty-six properties, including
one property held for sale, holds a 50% tenancy in common interest in one
property and participates in six joint ventures which own a total of fourteen
properties, including ten properties held for sale. The seventy-one properties
are located in twenty-six states.
Note 2 - Basis of Preparation
The accompanying interim unaudited consolidated financial statements as of June
30, 2006 and for the six and three months ended June 30, 2006 and 2005 reflect
all normal recurring adjustments which are, in the opinion of management,
necessary for a fair presentation of the results for such interim periods. The
results of operations for the six and three months ended June 30, 2006 are not
necessarily indicative of the results for the full year.
The preparation of the financial statements in conformity with U.S. generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.
The consolidated financial statements include the accounts and operations of One
Liberty Properties, Inc. and its wholly-owned subsidiaries (collectively, the
"Company"). With respect to its unconsolidated joint ventures, as the Company
(1) is primarily the managing member but does not exercise substantial operating
control over these entities pursuant to EITF 04-05, and (2) such entities are
not variable-interest entities pursuant to FASB Interpretation No. 46,
"Consolidation of Variable Interest Entities", it has determined that such joint
ventures should be accounted for under the equity method of accounting for
financial statement purposes. Material intercompany items and transactions have
been eliminated.
Certain amounts reported in previous consolidated financial statements have been
reclassified in the accompanying consolidated financial statements to conform to
the current year's presentation.
The Company accounts for its property acquisitions in accordance with SFAS 141
and 142 and is currently in the process of analyzing the fair value of the
in-place leases of its current year's acquisitions. Therefore, the purchase
price allocations are preliminary and subject to change.
These statements should be read in conjunction with the consolidated financial
statements and related notes which are included in the Company's Annual Report
on Form 10-K for the year ended December 31, 2005.
One Liberty Properties, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(Continued)
Note 3 - Earnings Per Common Share
For the six and three months ended June 30, 2006 and 2005, basic earnings per
share were determined by dividing net income for the period by the weighted
average number of shares of the Company's Common Stock outstanding, which
includes unvested restricted stock, during each period.
Diluted earnings per share reflect the potential dilution that could occur if
securities or other contracts exercisable for, or convertible into, Common Stock
were exercised or converted or resulted in the issuance of Common Stock that
shared in the earnings of the Company. For the six and three months ended June
30, 2006 and 2005, diluted earnings per share were determined by dividing net
income applicable to common stockholders for the period by the total of the
weighted average number of shares of Common Stock outstanding plus the dilutive
effect of the Company's outstanding options (3,448 and 3,427 for the six and
three months ended June 30, 2006, respectively, and 5,597 and 4,314 for the six
and three months ended June 30, 2005, respectively) using the treasury stock
method.
Note 4 - Investment in Unconsolidated Joint Ventures
The Company is a member in six unconsolidated joint ventures which own and
operate fourteen properties. The following tables present unaudited condensed
financial statements of the two most significant joint ventures. The Company is
the managing member of both joint ventures, which are between the Company and
MTC Investors LLC, an unrelated party, and own movie theater properties.
Joint Venture #1
(Amounts in Thousands)
Condensed Balance Sheets June 30, December 31,
------------------------ -------- ------------
2006 2005
---- ----
Cash and cash equivalents $ 311 $ 368
Properties held for sale (A) 52,905 53,384
Deferred financing costs 423 458
Unbilled rent receivable 1,508 1,390
Other assets 59 3
-------- --------
Total assets $ 55,206 $ 55,603
======== ========
Mortgage loans payable $ 31,254 $ 31,720
Other liabilities 369 337
Equity 23,583 23,546
-------- --------
Total liabilities and equity $ 55,206 $ 55,603
======== ========
Company's equity investment (B) $ 12,714 $ 12,706
======== ========
One Liberty Properties, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(Continued)
Note 4 - Investment in Unconsolidated Joint Ventures (Continued)
Three Months Ended Six Months Ended
June 30, June 30,
Condensed Statements of Operations (A) 2006 2005 2006 2005
---------------------------------- ---- ---- ---- ----
Rental income $ 1,838 $ 1,838 $ 3,676 $ 3,675
------- ------- ------- -------
Depreciation and amortization 192 289 481 577
Operating expenses 129 76 203 149
------- ------- ------- -------
Total operating expenses 321 365 684 726
------- -------- ------- -------
Operating income 1,517 1,473 2,992 2,949
Other income and expenses:
Interest income - - - 3
Interest:
Expense (613) (631) (1,231) (1,266)
Amortization of deferred financing costs (18) (17) (35) (35)
-------- -------- -------- --------
Net income attributable to members $ 886 $ 825 $ 1,726 $ 1,651
======== ======== ======== ========
Company's share of net income $ 443 $ 413 $ 863 $ 826
======== ======== ======== ========
Amount recorded in income statement (B) $ 438 $ 407 $ 853 $ 816
======== ======== ======== ========
Distributions received by the Company
from operations $ 424 $ 408 $ 844 $ 823
======== ======== ======== ========
(A) At June 30, 2006, the five movie theaters owned by this joint venture,
constituting all of the real estate assets of this venture, are subject
to a contract of sale. See Note 7. For comparison purposes, these
assets have been reclassified to "Properties held for sale" at December
31, 2005.
(B) The difference between the carrying amount of the Company's investment
in Joint Venture # 1 and the underlying equity in net assets is a
premium amortized as an adjustment to equity in earnings of
unconsolidated joint ventures over 40 years.
Joint Venture #2
(Amounts in Thousands)
Condensed Balance Sheets June 30, December 31,
------------------------ -------- ------------
2006 2005
----- ----
Cash and cash equivalents $ 1,086 $ 927
Properties held for sale (A) 38,292 38,629
Deferred financing costs 402 419
Unbilled rent receivable 1,285 1,136
Other assets, primarily investment in AIX stock (B) 227 432
-------- --------
Total assets $ 41,292 $ 41,543
======== ========
Mortgage loans payable $ 25,195 $ 25,514
Other liabilities 488 559
Equity 15,609 15,470
-------- --------
Total liabilities and equity $ 41,292 $ 41,543
======== ========
Company's equity investment $ 7,704 $ 7,632
======== ========
One Liberty Properties, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(Continued)
Note 4 - Investment in Unconsolidated Joint Ventures (Continued)
Three Months Ended Six Months Ended
June 30, June 30,
Condensed Statements of Operations (A) 2006 2005 2006 2005
---------------------------------- ---- ---- ---- ----
Rental income $ 1,208 $ 1,249 $ 2,417 $ 3,004
------- ------- ------- -------
Depreciation and amortization 134 203 337 405
Operating expenses 22 84 40 107
------- ------- ------- -------
Total operating expenses 156 287 377 512
------- ------- ------- -------
Operating income 1,052 962 2,040 2,492
Other income and expenses:
Interest:
Expense (487) (498) (974) (997)
Amortization of deferred financing costs (8) (8) (16) (16)
Gain on sale of AIX stock (B) 166 - 166 -
------- ------- ------- -------
Net income attributable to members $ 723 $ 456 $ 1,216 $ 1,479
======= ======= ======= =======
Company's share of net income $ 361 $ 228 $ 608 $ 739
======= ======= ======= =======
Distributions received by the Company
from operations $ 227 $ 228 $ 470 $ 629
======= ======= ======= =======
(A) At June 30, 2006, four of the five movie theaters owned by this joint
venture are under a contract of sale. The buyer of these movie theaters
has a right to terminate the contract within its due diligence period,
which has been extended through August 9, 2006. See Note 7. For
comparison purposes, these assets have been reclassified to "Properties
held for sale" at December 31, 2005. The fifth movie theater is the only
remaining real estate asset of this venture and is not subject to the
contract of sale and is being offered for sale. This movie theater was
under construction until September 2004, at which time the lease with
the former operator was terminated by mutual agreement and construction
stopped. The joint venture is seeking alternative uses for this
property and is also offering this property for sale. This property has
a net book value of $640, which is net of a $2,562 provision for
valuation adjustment taken as a direct write down during the three
months ended September 30, 2005.
(B) The joint venture owned 40,000 restricted shares of Class A common stock
of Access Integrated Technologies, Inc. (NASDAQ:AIXD), the parent
company of a tenant of the joint venture. In April 2006, the joint
venture sold 20,000 shares of the AIXD stock and realized a gain on sale
of $166.
At June 30, 2006, the remaining four unconsolidated joint ventures each owned
one property. At June 30, 2006 and December 31, 2005, the Company's equity
investment in these four joint ventures totaled $6,893,000 and $6,997,000,
respectively. These unconsolidated joint ventures contributed $217,000 and
$104,000, respectively, in equity earnings for the six and three months ended
June 30, 2006 and $296,000 and $108,000, respectively, in equity earnings for
the six and three months ended June 30, 2005.
Note 5 - Gain on Sale of Option to Purchase Property
During February 2006, the Company sold an option it owned to buy an interest in
certain property adjacent to one of the Company's properties and realized a gain
on sale of $227,000.
One Liberty Properties, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(Continued)
Note 6 - Discontinued Operations
The following is a summary of income from discontinued operations currently and
formerly owned directly by the Company, for the six and three months ended June
30, 2006 and 2005 (in thousands) applicable to the property held for sale at
June 30, 2006 and to the five properties sold in the year ended December 31,
2005:
Three Months Ended Six Months Ended
June 30, June 30,
-------- --------
2006 2005 2006 2005
---- ---- ---- ----
Rental income $ 303 $ 848 $ 607 $ 1,481
Other income 400 - 400 -
-------- -------- -------- --------
Total revenues 703 848 1,007 1,481
-------- -------- -------- --------
Depreciation and amortization 39 139 97 319
Real estate expenses 5 201 6 431
Interest expense 106 109 214 337
Provision for valuation adjustment of real estate - 469 - 469
-------- -------- -------- --------
Total expenses 150 918 317 1,556
-------- -------- -------- --------
Income (loss) from discontinued operations
before gain on sale 553 (70) 690 (75)
Net gain on sale of discontinued operations - 590 - 590
-------- -------- -------- --------
Income from discontinued operations $ 553 $ 520 $ 690 $ 515
======== ======== ======== ========
Real estate investment, net of accumulated depreciation, and mortgage payable
for the property held for sale at June 30, 2006 was $11,097,000 and $6,716,000,
respectively, and $11,193,000 and $6,783,000, respectively, at December 31,
2005.
Note 7 - Properties Held For Sale
Two of the Company's joint ventures and the Company have entered into an
agreement pursuant to which the joint ventures would sell to a single buyer
eight movie theater properties owned by such joint ventures and the Company
would sell one movie theater property wholly owned by the Company for an
aggregate consideration of $151,885,000, of which approximately $136,658,000
would be allocated to the eight properties owned by the joint ventures (in which
the Company is a 50% equity participant) and approximately $15,227,000 to the
property owned by the Company. Under the agreement the buyer can terminate the
agreement during the due diligence period, in its sole discretion and
consummation is subject to the satisfaction of conditions and the delivery of
documents which are usual in such transactions. On July 31, 2006, the Company
announced that the due diligence period set forth in the agreement had been
extended through August 9, 2006.
An additional contract of sale had been executed with a different purchaser to
sell another movie theater property owned by one of the movie theater joint
ventures (Joint Venture #2) for a consideration of $16,000,000. Consummation of
this transaction is subject to the satisfaction of conditions and the delivery
of documents which are usual in such transactions.
Note 8 - Common Stock Dividend Distribution
On June 13, 2006, the Board of Directors declared a quarterly cash distribution
of $.33 per share, totaling $3,277,000, on the Company's Common Stock which was
paid on July 6, 2006 to stockholders of record on June 23, 2006.
One Liberty Properties, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(Continued)
Note 9 - Comprehensive Income
Comprehensive income for the six and three months ended June 30, 2006 and 2005
are as follows (amounts in thousands):
Three Months Ended Six Months Ended
June 30, June 30,
-------- --------
2006 2005 2006 2005
---- ---- ---- ----
Net income $ 3,192 $ 13,283 $ 6,262 $ 16,006
Other comprehensive income -
Unrealized gain (loss) on
available-for-sale securities (94) 172 15 66
-------- -------- -------- --------
Comprehensive income $ 3,098 $ 13,455 $ 6,277 $ 16,072
======== ======== ======== ========
Accumulated other comprehensive income, which is solely comprised of the net
unrealized gain on available-for-sale securities was $833,000 and $818,000 at
June 30, 2006 and December 31, 2005, respectively.
Note 10 - Restricted Stock
As of June 30, 2006, a total of 143,425 shares have been issued under the
Company's 2003 Incentive Plan, including 50,050 restricted shares that were
awarded in February 2006. The total number of shares issuable under this plan is
275,000. The restricted stock issued to date under the plan vests five years
from the date of issuance, and under certain circumstances, may vest earlier.
For accounting purposes, the restricted stock is not included in the outstanding
shares shown on the balance sheet until they vest, but is included in the
earnings per share computation. In 2006, the Company adopted the provisions of
Financial Accounting Standards Board ("FASB") No. 123 (R), "Share-Based Payment
(revised 2004)". These provisions require that the estimated fair value of
restricted stock and stock options at the date of grant be amortized ratably
into expense over the appropriate vesting period. For the six and three months
ended June 30, 2006, the Company recorded $242,000 and $136,000 of compensation
expense, respectively. At June 30, 2006, $2,023,000 has been deferred as
unearned compensation and will be charged to expense over the remaining weighted
average vesting period of approximately 3.6 years.
Note 11 - New Accounting Pronouncements
Emerging Issues Task Force ("EITF") Issue 04-5, "Investor's Accounting for an
Investment in a Limited Partnership when the Investor is the Sole General
Partner and the Limited Partners Have Certain Rights" was ratified by the FASB
in June 2005. This EITF provides guidance in determining whether a general
partner controls a limited partnership and what rights held by the limited
partners(s) preclude the sole general partner from consolidating the limited
partnership in accordance with the U.S. generally accepted accounting
principles. This EITF covers entities that are equivalent to limited
partnerships, such as limited liability companies, in which the Company is a
managing member. This EITF is effective no later than fiscal years beginning
after December 15, 2005 and as of June 29, 2005 for new or modified
arrangements. Management has adopted the EITF issue and its adoption did not
have an effect on earnings or the financial position of the Company.
In July 2006, the Financial Accounting Standards Board (the "FASB") issued
Interpretation No. 48, "Accounting for Uncertainty in Income Taxes" ("FIN 48").
This interpretation, among other things, creates a two step approach for
evaluating uncertain tax positions. Recognition (step one) occurs
One Liberty Properties, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(Continued)
Note 11 - New Accounting Pronouncements (Continued)
when an enterprise concludes that a tax position, based solely on its technical
merits, is more-likely- than-not to be sustained upon examination. Measurement
(step two) determines the amount of benefit that more-likely-than-not will be
realized upon settlement. Derecognition of a tax position that was previously
recognized would occur when a company subsequently determines that a tax
position no longer meets the more-likely-than-not threshold of being sustained.
FIN 48 specifically prohibits the use of a valuation allowance as a substitute
for derecognition of tax positions, and it has expanded disclosure requirements.
FIN 48 is effective for fiscal years beginning after December 15, 2006, in which
the impact of adoption should be accounted for as a cumulative-effect adjustment
to the beginning balance of retained earnings. The Company is evaluating FIN 48
and has not yet determined the impact the adoption will have on the consolidate
financial statements.
Note 12 - Legal Matters
In July 2005, Jeffrey Fishman resigned as the Company's president, chief
executive officer and a member of the Company's Board of Directors following
discovery of what appeared to be inappropriate financial dealings by Mr. Fishman
with the former tenant of a movie theater property located in Brooklyn, NY,
owned by a joint venture in which the Company is a 50% venture partner and the
managing member.
On June 21, 2006 the Company announced that it had received notification of a
formal order of investigation from the SEC. Management believes that the matters
being investigated by the SEC focus on the improper payments received by the
Company's former president and chief executive officer, "related party"
transactions between the Company and entities affiliated with it and with
certain of the Company's officers and directors, and compensation paid to
certain of the Company's executive officers by those affiliates. Both the SEC
and the Company's Audit Committee and its counsel have been conducting
concurrent investigations concerning these issues. The Company's direct legal
expenses related to these investigations totaled $322,000 and $304,000,
respectively, in the six and three months ended June 30, 2006. (There were no
such expenses in the six and three months ended June 30, 2005.)
One Liberty Properties, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(Continued)
Note 13 - Unaudited Pro Forma Information
On April 7, 2006, the Company acquired eleven retail furniture stores, located
in six states, leased to a single tenant. The properties were acquired for a
purchase price of approximately $51,200,000, with approximately $22,250,000 paid
in cash, $2,000,000 borrowed under the Company's line of credit and the
remainder through the assumption of a mortgage of approximately $26,950,000. The
basic term of the net lease expires August 14, 2022, with several renewal
options.
The following table summarizes, on an unaudited pro forma basis, the combined
results of continuing operations of the Company for the six and three months
ended June 30, 2006 and 2005 as though the acquisition of the properties in
April 2006 was completed on January 1, 2005. The information does not purport to
be indicative of what the operating results of the Company would have been had
the acquisition been consummated on January 1, 2005. (Amounts in thousands,
except per share data.)
Three Months Ended Six Months Ended
June 30, June 30,
-------- --------
2006 2005 2006 2005
---- ---- ---- ----
Pro forma revenues $ 8,620 $ 7,908 $17,096 $15,577
Pro forma net income from continuing
operations 2,623 13,138 5,940 16,322
Pro forma common shares:
Basic 9,930 9,841 9,912 9,818
Diluted 9,934 9,845 9,916 9,824
Pro forma net income per common
share from continuing operations -
Basic $ .26 $ 1.34 $ .60 $ 1.66
Diluted $ .26 $ 1.33 $ .60 $ 1.66
Item 2. Management's Discussion And Analysis Of Financial Condition And Results
-----------------------------------------------------------------------
Of Operations
-------------
Forward-Looking Statements
--------------------------
With the exception of historical information, this quarterly report on Form 10-Q
contains certain forward-looking statements within the meaning of Section 27A of
the Securities Act of 1933, 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 purposes of complying with these safe harbor
provisions. Forward-looking statements, which are based on certain assumptions
and describe our future plans, strategies and expectations, are generally
identifiable by use of the words "may," "will," "believe," "expect," "intend,"
"anticipate," "estimate," "project," or similar expressions or variations
thereof. Forward-looking statements should not be relied on 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. Investors are cautioned not to place undue reliance
on any forward-looking statements.
Overview
--------
We are a self-administered and self-managed real estate investment trust, or
REIT, and we primarily own real estate that we net lease to tenants. Including
the twelve properties purchased in the quarter ended June 30, 2006, we own 56
properties, including one property held for sale, hold a 50% tenancy in common
interest in one property and participate in six joint ventures which own a total
of 14 properties, including ten properties held for sale. These 71 properties
are located in 26 states.
We have elected to be taxed as a REIT under the Internal Revenue Code of 1986,
as amended. To qualify as a REIT, we must meet a number of organizational and
operational requirements, including a requirement that we distribute currently
at least 90% of ordinary taxable income to our stockholders. We intend to comply
with these requirements and to maintain our REIT status.
Our principal business strategy is to acquire improved, commercial properties
subject to long-term net leases. We acquire properties for their value as
long-term investments and for their ability to generate income over an extended
period of time. We have borrowed funds in the past to finance the purchase of
real estate and we expect to do so in the future.
Our rental properties are generally leased to corporate tenants under operating
leases substantially all of which are noncancellable. Substantially all of our
lease agreements are net lease arrangements that require the tenant to pay not
only rent, but also substantially all of the operating expenses of the leased
property, including maintenance, taxes, utilities and insurance. A majority of
our lease agreements provide for periodic rental increases and certain of our
other leases provide for increases based on the consumer price index.
At June 30, 2006, excluding mortgages payable of our unconsolidated joint
ventures, we had 35 outstanding mortgages payable, aggregating approximately
$198 million in principal amount, each of which is secured by a first lien on an
individual real estate property. The real properties securing our outstanding
mortgages payable have an aggregate carrying value of approximately $311
million, adjusted for intangibles, before accumulated depreciation. The
mortgages bear interest at fixed rates ranging from 5.125% to 8.8%, and mature
between 2007 and 2023.
Results of Operations
---------------------
Comparison of Six and Three Months Ended June 30, 2006 and 2005
---------------------------------------------------------------
Revenues
Rental income increased by $2.6 million, or 20.2%, to $15.8 million for the six
months ended June 30, 2006 from $13.2 million for the six months ended June 30,
2005. For the three months ended June 30, 2006, rental income increased by $1.8
million, or 27.5%, to $8.6 million from $6.7 million for the three months ended
June 30, 2005. The increase in rental income is primarily due to $2.6 million
and $1.8 million of rental revenues earned during the six and three months ended
June 30, 2006 on twenty properties acquired by us between January 2005 and April
2006.
Operating Expenses
Depreciation and amortization expense increased by $663,000, or 25.5%, and
$448,000, or 34%, to $3.3 million and $1.8 million for the six and three months
ended June 30, 2006. The increase in depreciation and amortization expense was
primarily due to the acquisition of twenty properties between January 2005 and
April 2006.
General and administrative expenses increased by $835,000, or 45.1%, to $2.7
million for the six months ended June 30, 2006. For the three months ended June
30, 2006, general and administrative expenses increased by $601,000, or 61.2%,
to $1.6 million. The increase was due to a number of factors, the largest of
which (totaling $322,000 and $304,000, respectively, for the six and three
months ended June 30, 2006) relates to professional fees incurred in connection
with an investigation by the Securities and Exchange Commission described
elsewhere in this filing and a related investigation being conducted by the
Company's Audit Committee. In addition, the Company incurred $92,000 and
$71,000, respectively, in legal fees relating to a civil litigation arising out
of the activities of our former president and chief executive officer.
Additionally, for the six and three months ended June 30, 2006 expenses
allocated to us under a Shared Services Agreement among us and various
affiliated companies, increased by $128,000 and $93,000, respectively, for
executive and support personnel, primarily for legal and accounting services,
including information gathered for the Company related to the SEC and Audit
Committee investigations, property acquisitions, mortgage financings and the
overall increase in the level of our business activity. Also included in the six
and three months ended June 30, 2006 is an increase in compensation expense of
$189,000 and $92,000, respectively, relating to the amortization of restricted
stock and an increase in payroll expense. Additionally, for the six and three
months ended June 30, 2006, directors' fees increased by approximately $47,000
and $30,000, travel expenses increased by approximately $25,000 and $9,000 and
other miscellaneous expenses increased by approximately $31,000 and $2,000.
Real estate expenses decreased by $40,000, or 22.9%, for the six months ended
June 30, 2006, resulting primarily from operating expenses incurred in the 2005
six month period relating to two properties.
Other Income and Expenses
Our equity in earnings of unconsolidated joint ventures decreased by $173,000,
or 9.3%, to $1.7 million for the six months ended June 30, 2006 and increased by
$160,000, or 21.5%, to $903,000 for the three months ended June 30, 2006. In
February 2005, the operator of one of the movie theaters owned by one of our
joint ventures sold its business to an independent third party, which sale
resulted in the payment to the joint venture of rental arrearages totaling
$592,000. We have a 50% interest in this joint venture and the payment resulted
in $296,000 of equity in earnings to us in the six months ended June 30, 2005.
The decrease in the six months ended June 30, 2006 also results from mortgage
interest expense incurred by one of our joint ventures relating to a mortgage
obtained on March 31, 2005. These decreases were offset, in part, by a gain of
$166,000, of which our 50% share is $83,000, on the sale of stock during the
three months ended June 30, 2006 that one of our joint ventures owned and a
decrease of $164,000, of which our 50% share is $82,000, in depreciation expense
which ceased June 1, 2006 for the nine theaters under contact of sale.
Interest and other income increased by $180,000 to $260,000, and decreased by
$15,000 to $44,000 for the six and three months ended June 30, 2006,
respectively. The increase in interest and other income for the six months ended
June 30, 2006 results from interest earned on our investment in short-term cash
equivalents of the proceeds received from a mortgage financing completed during
December 2005.
Interest expense increased by $1.1 million, or 22.8%, and $802,000, or 33.3%, to
$5.9 million and $3.2 million, respectively, for the six and three months ended
June 30, 2006. This includes increases of $1.3 million and $837,000,
respectively, on our mortgages payable, principally resulting from mortgages
placed on twenty-two properties between March 2005 and April 2006. This increase
was offset by a decrease of $190,000 and $35,000, respectively, during the six
and three months ended June 30, 2006 of interest expense related to our line of
credit. The expense in the six months ended June 30, 2005 resulted from
borrowings made to facilitate the purchase of several properties. The credit
line balance outstanding during the three months ended June 30, 2006 was $2
million.
Amortization of deferred financing costs increased by $7,000, or 2.5%, and
$23,000, or 18%, to $290,000 and $151,000 for the six and three months ended
June 30, 2006. The increase results from the amortization of deferred mortgage
costs during the six and three months ended June 30, 2006 resulting from
mortgages placed on twenty-two properties between March 2005 and April 2006.
During February 2006, we sold an option to buy an interest in certain property
adjacent to one of our properties and recognized a gain of $227,000. In June
2005, we closed on the sale of unused development or "air rights" relating to
our property located in Brooklyn, New York for a net gain after closing costs of
approximately $10.25 million.
Discontinued Operations
For the six and three months ended June 30, 2006, discontinued operations
includes the net income of one property that is held for sale and a $400,000
settlement of a claim made by us against a title insurance company regarding the
purchase of one of our properties in a prior year, which was sold in 2005.
During the year ended December 31, 2005, we sold five properties. The results of
operations for these five properties, as well as the operations of the property
held for sale at June 30, 2006, are included in discontinued operations for the
six and three months ended June 30, 2005.
Liquidity and Capital Resources
-------------------------------
We had cash and cash equivalents of approximately $7.4 million at June 30, 2006.
Our primary sources of liquidity are cash and cash equivalents, our revolving
credit facility and cash generated from operating activities, including mortgage
financings. We have a $62.5 million revolving credit facility with Valley
National Bank, Merchants Bank Division, Bank Leumi USA, Manufacturers and
Traders Trust Company and Israel Discount Bank of New York. The facility is
available to us to pay down existing and maturing mortgages, to fund the
acquisition of properties or to invest in joint ventures. The facility matures
on June 30, 2007. Borrowings under the facility bear interest at the lower of
LIBOR plus 2.5% or the bank's prime rate, and there is an unused facility fee of
one-quarter of 1% per annum. Net proceeds received from the sale or refinancing
of properties are required to be used to repay amounts outstanding under the
facility if proceeds from the facility were used to purchase or refinance such
properties. The $2 million balance at June 30, 2006 was paid in full during July
2006.
We actively engage in seeking additional property acquisitions and we are
involved in various stages of negotiation with respect to the acquisition of
additional properties. We will fund our future real estate acquisitions by using
cash provided from operations, cash provided from mortgage financings and funds
available under our credit facility.
We had no outstanding contingent commitments, such as guarantees of
indebtedness, or any other contractual cash obligations at June 30, 2006.
Cash Distribution Policy
We have elected to be taxed as a REIT under the Internal Revenue Code of 1986,
as amended. To qualify as a REIT, we must meet a number of organizational and
operational requirements, including a requirement that we distribute currently
at least 90% of our ordinary taxable income to our stockholders. It is our
current intention to comply with these requirements and maintain our REIT
status. As a REIT, we generally will not be subject to corporate federal, state
or local income taxes on taxable income we distribute currently (in accordance
with the Internal Revenue Code and applicable regulations) to our stockholders.
If we fail to qualify as a REIT in any taxable year, we will be subject to
federal, state and local income taxes at regular corporate rates and may not be
able to qualify as a REIT for four subsequent tax years. Even if we qualify as a
REIT for federal taxation purposes, we may be subject to certain state and local
taxes on our income and to federal income and excise taxes on our undistributed
taxable income (i.e., taxable income not distributed in the amounts and in the
time frames prescribed by the Internal Revenue Code and applicable regulations
thereunder).
It is our intention to pay to our stockholders within the time periods
prescribed by the Internal Revenue Code no less than 90% of our annual taxable
income, including gains on the sale of real estate, except where we elect to
defer gains for tax purposes and invest the proceeds in new properties under
applicable rules of the Internal Revenue Code. It will continue to be our policy
to make sufficient cash distributions to stockholders in order for us to
maintain our REIT status under the Internal Revenue Code.
Item 3. - Quantitative and Qualitative Disclosures About Market Risk
----------------------------------------------------------
All of our long-term mortgage debt bears interest at fixed rates and
accordingly, the effect of changes in interest rates would not impact the amount
of interest expense that we incur under these mortgages. Our credit line is a
variable rate facility which is sensitive to interest rates. However, for the
six months ended June 30, 2006, due to a low average balance outstanding on the
credit line, we do not believe that the effect of changes in interest rates
would materially impact the amount of interest expense incurred.
Item 4. - Controls and Procedures
-----------------------
As required under Rules 13a-15 (e) and 15d-15 (e) under the Securities Exchange
Act of 1934, as amended, we carried out an evaluation under the supervision and
with the participation of our management, including our Chief Executive Officer
and Chief Financial Officer, of the effectiveness of the design and operation of
our disclosure controls and procedures (as defined in Rule 13a-15(e) under the
Securities Exchange Act of 1934). Based upon that evaluation, the Chief
Executive Officer and Chief Financial Officer concluded that our disclosure
controls and procedures as of June 30, 2006 are effective.
There were no changes in our internal control over financial reporting (as
defined in Rule 13a-15(f) under the Securities Exchange Act of 1934) during the
first six months of the fiscal year ending December 31, 2006 that materially
affected, or are reasonably likely to materially affect, our internal control
over financial reporting.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
-----------------
In July 2005, Jeffrey Fishman resigned as our president, chief
executive officer and a member of our Board of Directors following discovery of
what appeared to be inappropriate financial dealings by Mr. Fishman with the
former tenant of a movie theater property located in Brooklyn, NY, owned by a
joint venture in which we are a 50% venture partner and the managing member. We
had reported this matter to the Securities and Exchange Commission in July 2005.
The Audit Committee of our Board of Directors conducted an investigation of this
matter and related matters and retained special counsel to assist the committee
in the investigation. This investigation was completed and the Audit Committee
and its special counsel, based on the materials gathered and interviews
conducted, found no evidence that any other officer or employee of the Company
was aware of, or knowingly assisted in Mr. Fishman's inappropriate financial
dealings.
On June 21, 2006 we announced that we had received notification of a
formal order of investigation from the SEC. We believe that the matters being
investigated by the SEC focus on the improper payments received by our former
president and chief executive officer, "related party" transactions between the
Company and entities affiliated with us and with certain of our officers and
directors, and compensation paid to certain of the Company's executive officers
by those affiliates. Both the SEC and the Audit Committee and its counsel have
been conducting concurrent investigations concerning these issues. The Company
and its executive officers have fully cooperated with the investigations being
conducted by the SEC and the Audit Committee and intend to continue to do so. As
of this date, both investigations are on-going. Our direct legal expenses
related to these investigations totaled $322,000 and $304,000, respectively, in
the six and three months ended June 30, 2006. Our direct legal expenses related
to the investigation by the Audit Committee of our former president and chief
executive officer totaled $560,000 in the year ended December 31, 2005. These
expenses have continued in the current quarter (ended September 30, 2006) and we
cannot at this time estimate the legal expenses we will incur with respect to
these investigations in the current quarter or in any future quarter.
Reference is made to Item 3 of the Company's Annual Report on Form 10-K
for the year ended December 31, 2005 with respect to civil litigations involving
the former tenant of the Brooklyn property, Mr. Fishman and Britannia Management
LLC, on one hand, and the Company and certain of its affiliated entities, on the
other hand. There has been no material change in the status of such litigations.
For the six and three months ended June 30, 2006, the Company incurred $92,000
and $71,000 in legal expenses related to the civil litigation and $63,000 for
the year ended December 31, 2005.
Item 4. Submission of Matters to a Vote of Security Holders
---------------------------------------------------
The Annual Meeting of Stockholders of the Company was held on June 13,
2006.
The following persons were elected Directors at the Annual Meeting.
Votes Votes Votes
Name For Against Withheld
---- --- ------- --------
James J. Burns 8,930,927 51,109 0
Joseph A. DeLuca 8,934,972 47,064 0
Fredric H. Gould 8,873,269 108,767 0
Eugene I. Zuriff 8,930,227 51,809 0
James J. Burns, Joseph A. DeLuca, Fredric H. Gould and Eugene I. Zuriff
were elected to serve until the Company's 2009 Annual Meeting.
Name Term of Office
---- --------------
Joseph A. Amato 2007 Annual Meeting
Jeffrey A. Gould 2007 Annual Meeting
Matthew J. Gould 2007 Annual Meeting
J. Robert Lovejoy 2007 Annual Meeting
Charles Biederman 2008 Annual Meeting
Patrick J. Callan, Jr. 2008 Annual Meeting
Marshall Rose 2008 Annual Meeting
At the 2006 Annual Meeting, the stockholders also voted on the
ratification of the appointment of Ernst & Young, LLP as the registrant's
independent registered public accounting firm for 2006. 8,946,373 votes were
cast in favor of the selection of Ernst & Young LLP as the independent
registered public accounting firm for the year ended December 31, 2006, 22,118
votes were cast against the proposal and 13,545 votes abstained with respect to
the proposal
Item 6. Exhibits
Exhibit 31.1 Certification of Chairman of the Board and Chief
Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002. (Filed with this
Form 10-Q.)
Exhibit 31.2 Certification of President pursuant to Section 302
of the Sarbanes-Oxley Act of 2002. (Filed with this
Form 10-Q.)
Exhibit 31.3 Certification of Senior Vice President and Chief
Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002. (Filed with this Form
10-Q.)
Exhibit 32.1 Certification of Chairman of the Board and Chief
Executive Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002. (Filed with this Form
10-Q.)
Exhibit 32.2 Certification of President pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002. (Filed with this
Form 10-Q.)
Exhibit 32.3 Certification of Senior Vice President and Chief
Financial Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002. (Filed with this Form
10-Q.)
ONE LIBERTY PROPERTIES, INC.
SIGNATURES
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 thereunto duly authorized.
One Liberty Properties, Inc.
----------------------------
(Registrant)
August 9, 2006 /s/ Patrick J. Callan, Jr.
-------------- ---------------------------------
Date Patrick J. Callan, Jr.
President
(authorized officer)
August 9, 2006 /s/ David W. Kalish
-------------- -------------------------------
Date David W. Kalish
Senior Vice President
and Chief Financial Officer
(principal financial officer)
EXHIBIT 31.1
CERTIFICATION
I, Fredric H. Gould, Chairman of the Board and Chief Executive Officer of One
Liberty Properties, Inc. certify that:
1. I have reviewed this Quarterly Report on Form 10-Q for the quarterly
period ended June 30, 2006 of One Liberty Properties, Inc.
2. Based on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects
the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over
financial reporting (as defined in Exchange Act Rule 13a-15(f)) for the
registrant and have:
a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision,
to ensure that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in which this
report is being prepared;
b) Designed such internal control over financial reporting, or caused such
internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting
principles;
c) Evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant's internal control
over financial reporting that occurred during the registrant's most
recent fiscal quarter (the registrant's fourth fiscal quarter in the
case of an annual report) that has materially affected, or is reasonably
likely to materially affect, the registrant's internal control over
financial reporting; and
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to
the registrant's auditors and the audit committee of the registrant's board
of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to
record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
control over financial reporting.
Date: August 9, 2006
/s/ Fredric H. Gould
--------------------------------
Fredric H. Gould
Chairman of the Board and
Chief Executive Officer
EXHIBIT 31.2
CERTIFICATION
I, Patrick J. Callan, Jr., President of One Liberty Properties, Inc. certify
that:
1. I have reviewed this Quarterly Report on Form 10-Q for the quarterly
period ended June 30, 2006 of One Liberty Properties, Inc.
2. Based on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects
the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over
financial reporting (as defined in Exchange Act Rule 13a-15(f)) for the
registrant and have:
a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision,
to ensure that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in which this
report is being prepared;
b) Designed such internal control over financial reporting, or caused such
internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting
principles;
c) Evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of
the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant's internal control
over financial reporting that occurred during the registrant's most recent
fiscal quarter (the registrant's fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely to
materially affect, the registrant's internal control over financial
reporting; and
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to
the registrant's auditors and the audit committee of the registrant's board
of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to
record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
control over financial reporting.
Date: August 9, 2006
/s/ Patrick J. Callan, Jr.
-------------------------------------
Patrick J. Callan, Jr.
President
EXHIBIT 31.3
CERTIFICATION
I, David W. Kalish, Senior Vice President and Chief Financial Officer of
One Liberty Properties, Inc. certify that:
1. I have reviewed this Quarterly Report on Form 10-Q for the quarterly
period ended June 30, 2006 of One Liberty Properties, Inc.
2. Based on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects
the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over
financial reporting (as defined in Exchange Act Rule 13a-15(f)) for the
registrant and have:
a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision,
to ensure that material information relating to the registrant, including
its consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being
prepared;
b) Designed such internal control over financial reporting, or caused such
internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting
principles;
c) Evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of
the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant's internal control
over financial reporting that occurred during the registrant's most recent
fiscal quarter (the registrant's fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely to
materially affect, the registrant's internal control over financial
reporting; and
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to
the registrant's auditors and the audit committee of the registrant's board
of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to record,
process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control
over financial reporting.
Date: August 9, 2006 /s/ David W. Kalish
------------------------
David W. Kalish
Senior Vice President
and Chief Financial Officer
EXHIBIT 32.1
CERTIFICATION OF CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C. 1350
(SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002)
The undersigned, Fredric H. Gould, Chairman of the Board and Chief Executive
Officer of One Liberty Properties, Inc., (the "Registrant"), does hereby
certify, pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that based upon a review of the Quarterly Report on
Form 10-Q for the quarterly period ended June 30, 2006 of the Registrant, as
filed with the Securities and Exchange Commission on the date hereof (the
"Report"):
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of
the Securities Exchange Act of 1934, as amended; and
(2) The information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the Registrant.
Date: August 9, 2006 /s/ Fredric H. Gould
-----------------------------
Fredric H. Gould
Chairman of the Board and Chief Executive Officer
EXHIBIT 32.2
CERTIFICATION OF PRESIDENT
PURSUANT TO 18 U.S.C. 1350
(SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002)
The undersigned, Patrick J. Callan, Jr., President of One Liberty Properties,
Inc. (the "Registrant"), does hereby certify, pursuant to 18 U.S.C. 1350 as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that based
upon a review of the Quarterly Report on Form 10-Q for the quarterly period
ended June 30, 2006 of the Registrant, as filed with the Securities and Exchange
Commission on the date hereof (the "Report"):
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of
the Securities Exchange Act of 1934, as amended; and
(2) The information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the Registrant.
Date: August 9, 2006 /s/ Patrick J. Callan, Jr.
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Patrick J. Callan, Jr.
President
EXHIBIT 32.3
CERTIFICATION OF SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. 1350
(SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002)
The undersigned, David W. Kalish, Senior Vice President and Chief Financial
Officer of One Liberty Properties, Inc. (the "Registrant"), does hereby certify,
pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that based upon a review of the Quarterly Report on
Form 10-Q for the quarterly period ended June 30, 2006 of the Registrant, as
filed with the Securities and Exchange Commission on the date hereof (the
"Report"):
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of
the Securities Exchange Act of 1934, as amended; and
(2) The information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the Registrant.
Date: August 9, 2006 /s/ David W. Kalish
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David W. Kalish
Senior Vice President
and Chief Financial Officer