ONE LIBERTY PROPERTIES INC - FORM 10-K/A

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EX-32.2 - ONE LIBERTY PROPERTIES INC	v206408_ex32-2.htm
EX-32.1 - ONE LIBERTY PROPERTIES INC	v206408_ex32-1.htm
EX-31.1 - ONE LIBERTY PROPERTIES INC	v206408_ex31-1.htm
EX-31.2 - ONE LIBERTY PROPERTIES INC	v206408_ex31-2.htm

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

¨ 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 x 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.

	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

	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).

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

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.

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

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