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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): May 6, 2025

 

ONE LIBERTY PROPERTIES, INC.

(Exact name of Registrant as specified in charter)

 

Maryland   001-09279   13-3147497
(State or other jurisdiction
of incorporation)
  (Commission file No.)   (IRS Employer
I.D. No.)

 

60 Cutter Mill Road, Suite 303, Great Neck, New York   11021
(Address of principal executive offices)   (Zip code)

 

Registrant’s telephone number, including area code: 516-466-3100

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock   OLP   New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405) of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

☐ Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 


 

Item 2.02 Results of Operations and Financial Condition.

 

On May 6, 2025, we issued a press release announcing our results of operations for the quarter and year ended March 31, 2025. The press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

 

This information and the exhibit attached hereto are being furnished pursuant to Item 2.02 of Form 8-K and are not to be considered “filed” under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and shall not be incorporated by reference into any previous or future filing by the registrant under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description of Exhibit
99.1   Press release dated May 6, 2025.
101   Cover Page Interactive Data File - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
104   Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL.

 

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SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

ONE LIBERTY PROPERTIES, INC.
   
Date: May 6, 2025 By: /s/ Isaac Kalish
    Isaac Kalish
    Senior Vice President and
    Chief Financial Officer

 

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EX-99.1 2 ea024104801ex99-1_oneliberty.htm PRESS RELEASE DATED MAY 6, 2025

Exhibit 99.1

 

 

ONE LIBERTY PROPERTIES REPORTS FIRST QUARTER

2025 RESULTS

 

— Closes on Previously Announced Purchase of Four Industrial Properties for $88.3 Million —

 

— Completes Sale of Two Non-Industrial Assets for a $1.1 Million Gain —

 

GREAT NECK, New York, May 6, 2025 — One Liberty Properties, Inc. (the “Company” or “One Liberty”) (NYSE: OLP), a real estate investment trust focused on net leased properties, today announced operating results for the quarter ended March 31, 2025.

 

“We continue to focus on evolving our portfolio towards industrial assets.  With the closing of an additional $88 million for four industrial properties and the sale of two non-industrial assets, we further strengthened our industrial platform with approximately 75% of our base rent being derived from this property sector”, stated Patrick J. Callan, Jr., One Liberty’s President and Chief Executive Officer.  “We have progressed our portfolio towards greater cash flow stability, which will benefit us over the longer term.  Despite current uncertain interest rate and economic environments, we believe that our disciplined approach will continue to serve us well as we move through the balance of the year and beyond.”

 

Operating Results:

 

Rental income grew 7.7% to $24.2 million in the first quarter of 2025 compared to $22.4 million in the same prior year quarter. The growth was due primarily to the acquisition of seven industrial properties, offset by the sale of 11 assets (including nine non-industrial assets), in each case since January 1, 2024.

 

Total operating expenses were $15.7 million in the first quarter of 2025 compared to $14.5 million in 2024. The change is due primarily to the increase in real estate expenses, a substantial portion of which are reimbursed to the Company, and a rise in depreciation and amortization expense, primarily related to the properties acquired since January 1, 2024.

 

For the first quarter of 2025, other expenses, net, which includes interest expense of $5.4 million, were $5.5 million, compared to $4.6 million in the corresponding period of 2024.

 

Net income attributable to One Liberty in the first quarter of 2025 was $4.2 million, or $0.18 per diluted share, compared to $5.2 million, or $0.23 per diluted share, in the first quarter of 2024. Net income for the 2025 quarter includes a $1.1 million, or $0.05 per diluted share, gain on sale of real estate and net income for the 2024 quarter includes a $1.8 million, or $0.08 per diluted share, gain on sale of real estate.

 


 

 

Funds from Operations, or FFO1, was $9.6 million, or $0.44 per diluted share, for the first quarter of 2025, compared to $9.6 million, or $0.45 per diluted share, in the first quarter of 2024.

 

Adjusted Funds from Operations, or AFFO, was $10.5 million, or $0.48 per diluted share, for the quarter ended March 31, 2025, compared to $10.2 million, or $0.48 per diluted share, for the corresponding quarter in the prior year.

 

Diluted per share net income, FFO and AFFO were impacted negatively in the quarter ended March 31, 2025 compared to the corresponding quarter in the prior year by an average increase of approximately 376,000 in the weighted average number of shares of common stock outstanding as a result of stock issuances in connection with non-cash equity incentive and dividend reinvestment programs.

 

Transactions:

 

Acquisitions

 

OLP completed the acquisition of the previously announced purchases of four industrial properties for an aggregate purchase price of $88.3 million, incurring new mortgage debt of $52.1 million bearing a weighted average interest rate of 6.2% and a weighted average remaining term to maturity of 9.2 years. OLP estimates that commencing April 1, 2025, the quarterly rental income (excluding variable lease revenues), depreciation and amortization expense and mortgage interest expense from these four properties will be approximately $1.6 million, $850,000 and $810,000, respectively.

 

Dispositions

 

OLP sold two real estate assets for a gross sales price of $3.7 million and an aggregate gain on sale of $1.1 million.

 

Balance Sheet:

 

At March 31, 2025, the Company had $8.2 million of cash and cash equivalents, total assets of $811.7 million, total debt of $471 million, and total One Liberty Properties, Inc. stockholders’ equity of $303.2 million.

 

At May 1, 2025, One Liberty’s available liquidity was $96.4 million, including $8.9 million of cash and cash equivalents and $87.5 million available under the credit facility(including the credit facility’s required $3.0 million deposit maintenance balance).

 

Non-GAAP Financial Measures:

 

One Liberty computes FFO in accordance with the “White Paper on Funds from Operations” issued by the National Association of Real Estate Investment Trusts (“NAREIT”) and NAREIT’s related guidance. FFO is defined in the White Paper as net income (calculated in accordance with GAAP), excluding depreciation and amortization related to real estate, gains and losses from the sale of certain real estate assets, gains and losses from change in control, impairment write-downs of certain real estate assets and investments in entities where the impairment is directly attributable to decreases in the value of depreciable real estate held by the entity. Adjustments for unconsolidated partnerships and joint ventures are calculated to reflect FFO on the same basis. In computing FFO, management does not add back to net income the amortization of costs in connection with its financing activities or depreciation of non-real estate assets.

 

 

1. A description and reconciliation of non-GAAP financial measures (i.e., FFO and AFFO) to GAAP financial measures is presented later in this release.

 

2


 

 

One Liberty computes AFFO by adjusting from FFO for straight-line rent accruals and amortization of lease intangibles, deducting from income additional rent from ground lease tenant, income on settlement of litigation, income on insurance recoveries from casualties, lease termination and assignment fees, and adding back amortization of restricted stock and restricted stock unit compensation expense, amortization of costs in connection with its financing activities (including its share of its unconsolidated joint ventures), debt prepayment costs and amortization of lease incentives and mortgage intangible assets. Since the NAREIT White Paper does not provide guidelines for computing AFFO, the computation of AFFO varies from one REIT to another.

 

One Liberty believes 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 assumes 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, management believes 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. Management also considers FFO and AFFO to be useful in evaluating potential property acquisitions.

 

FFO and AFFO do not represent net income or cash flows from operating, investing or financing activities as defined by GAAP. FFO and AFFO should not be considered an alternative to net income as a reliable measure of our operating performance nor as an alternative to cash flows from operating, investing or financing activities as measures of liquidity. FFO and AFFO do not measure whether cash flow is sufficient to fund all of the Company’s cash needs, including principal amortization, capital improvements and distributions to stockholders.

 

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

 

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Forward Looking Statement:

 

Certain information contained in this press release, together with other statements and information publicly disseminated by One Liberty Properties, Inc. is forward looking within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities and Exchange Act of 1934, as amended. We intend such forward looking statements to be covered by the safe harbor provision for forward looking statements contained in the Private Securities Litigation Reform Act of 1995 and include this statement for the purpose of complying with these safe harbor provisions. 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,” “could,” “believe,” “expect,” “intend,” “anticipate,” “estimate,” “project,” or similar expressions or variations thereof. Information regarding important factors that could cause actual outcomes or other events to differ materially from any such forward looking statements appear in the Company's Annual Report on Form 10-K for the year ended December 31, 2024 and the reports filed with the Securities and Exchange Commission thereafter; in particular, the sections of such reports entitled “Cautionary Note Regarding Forward Looking Statements”, “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, included therein. In addition, estimates of base rent or rental income for 2025 or thereafter excludes any related variable rent, anticipated property purchases and/or sales may not be completed during the period indicated or at all, and estimates of gains from property sales are subject to adjustment, among other things, because actual closing costs may differ from the estimated costs. You should not rely on forward-looking statements since they involve known and unknown risks, uncertainties and other factors which are, in some cases, beyond the Company’s control and which could materially affect the Company’s actual results, financial condition, cash flows, performance or future achievements.

 

About One Liberty Properties:

 

One Liberty is a self-administered and self-managed real estate investment trust incorporated in Maryland in 1982. The Company acquires, owns and manages a geographically diversified portfolio consisting primarily of industrial and retail properties. Many of these properties are subject to long-term net leases under which the tenant is typically responsible for the property’s real estate taxes, insurance and ordinary maintenance and repairs.

 

Contact:

 

One Liberty Properties

Investor Relations

Phone: (516) 466-3100

www.onelibertyproperties.com

 

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ONE LIBERTY PROPERTIES, INC.

CONDENSED BALANCE SHEETS

(Amounts in Thousands)

 

    (Unaudited)        
    March 31,     December 31,  
    2025     2024  
ASSETS            
Real estate investments, at cost   $ 940,602     $ 860,752  
Accumulated depreciation     (193,286 )     (188,447 )
Real estate investments, net     747,316       672,305  
                 
Investment in unconsolidated joint ventures     1,506       2,101  
Cash and cash equivalents     8,162       42,315  
Unbilled rent receivable     17,283       16,988  
Unamortized intangible lease assets, net     20,253       13,649  
Other assets     17,168       19,596  
Total assets   $ 811,688     $ 766,954  
                 
LIABILITIES AND EQUITY                
Liabilities:                
Mortgages payable, net   $ 465,971     $ 420,555  
Line of credit     5,000        
Unamortized intangible lease liabilities, net     12,626       11,752  
Other liabilities     23,759       26,072  
Total liabilities     507,356       458,379  
                 
Total One Liberty Properties, Inc. stockholders’ equity     303,231       307,425  
Non-controlling interests in consolidated joint ventures     1,101       1,150  
Total equity     304,332       308,575  
Total liabilities and equity   $ 811,688     $ 766,954  

 

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ONE LIBERTY PROPERTIES, INC. (NYSE: OLP)

(Amounts in Thousands, Except Per Share Data)

 

    (Unaudited)  
    Three Months Ended  
    March 31,  
    2025     2024  
Revenues:            
Rental income, net   $ 24,170     $ 22,446  
Lease termination fee           250  
Total revenues     24,170       22,696  
                 
Operating expenses:                
Depreciation and amortization     6,545       6,021  
Real estate expenses     5,038       4,470  
General and administrative     4,170       3,923  
State tax (benefit) expense     (94 )     63  
Total operating expenses     15,659       14,477  
                 
Other operating income                
Gain on sale of real estate, net     1,110       1,784  
Operating income     9,621       10,003  
                 
Other income and expenses:                
Equity in earnings of unconsolidated joint ventures     25       53  
Other income     188       267  
Interest:                
Expense     (5,432 )     (4,717 )
Amortization and write-off of deferred financing costs     (233 )     (226 )
                 
Net income     4,169       5,380  
Net income attributable to non-controlling interests     (14 )     (225 )
Net income attributable to One Liberty Properties, Inc.   $ 4,155     $ 5,155  
                 
Net income per share attributable to common stockholders - diluted   $ .18     $ .23  
                 
Funds from operations - Note 1   $ 9,573     $ 9,559  
Funds from operations per common share - diluted - Note 2   $ .44     $ .45  
                 
Adjusted funds from operations - Note 1   $ 10,510     $ 10,210  
Adjusted funds from operations per common share - diluted - Note 2   $ .48     $ .48  
                 
Weighted average number of common shares outstanding:                
Basic     20,820       20,509  
Diluted     20,951       20,579  

 

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ONE LIBERTY PROPERTIES, INC. (NYSE: OLP)

(Amounts in Thousands, Except Per Share Data)

(Unaudited)

 

    Three Months Ended  
    March 31,  
Note 1:   2025     2024  
NAREIT funds from operations is summarized in the following table:            
GAAP net income attributable to One Liberty Properties, Inc.   $ 4,155     $ 5,155  
Add: depreciation and amortization of properties     6,334       5,832  
Add: our share of depreciation and amortization of unconsolidated joint ventures     6       6  
Add: amortization of deferred leasing costs     211       189  
Add: our share of amortization of deferred leasing costs of unconsolidated joint ventures     1        
Deduct: gain on sale of real estate, net     (1,110 )     (1,784 )
Adjustments for non-controlling interests     (24 )     161  
NAREIT funds from operations applicable to common stock     9,573       9,559  
Deduct: straight-line rent accruals and amortization of lease intangibles     (654 )     (661 )
Deduct: our share of straight-line rent accruals and amortization of lease intangibles of unconsolidated joint ventures     (22 )     (1 )
Deduct: lease termination fee income           (250 )
Deduct: other income and income on settlement of litigation     (27 )     (27 )
Add: amortization of restricted stock and RSU compensation     1,346       1,272  
Add: amortization and write-off of deferred financing costs     233       226  
Add: amortization of lease incentives     30       30  
Add: amortization of mortgage intangible assets     34       34  
Adjustments for non-controlling interests     (3 )     28  
Adjusted funds from operations applicable to common stock   $ 10,510     $ 10,210  
                 
Note 2:                
NAREIT funds from operations is summarized in the following table:                
GAAP net income attributable to One Liberty Properties, Inc.   $ .18     $ .23  
Add: depreciation and amortization of properties     .30       .28  
Add: our share of depreciation and amortization of unconsolidated joint ventures            
Add: amortization of deferred leasing costs     .01       .01  
Add: our share of amortization of deferred leasing costs of unconsolidated joint ventures            
Deduct: gain on sale of real estate, net     (.05 )     (.08 )
Adjustments for non-controlling interests           .01  
NAREIT funds from operations per share of  common stock - diluted (a)     .44       .45  
Deduct: straight-line rent accruals and amortization of lease intangibles     (.03 )     (.03 )
Deduct: our share of straight-line rent accruals and amortization of lease intangibles of unconsolidated joint ventures            
Deduct: lease termination fee income           (.01 )
Deduct: other income and income on settlement of litigation            
Add: amortization of restricted stock and RSU compensation     .06       .06  
Add: amortization and write-off of deferred financing costs     .01       .01  
Add: amortization of lease incentives            
Add: amortization of mortgage intangible assets            
Adjustments for non-controlling interests            
Adjusted funds from operations per share of common stock - diluted (a)   $ .48     $ .48  

 

(a) The weighted average number of diluted common shares used to compute FFO and AFFO applicable to common stock includes unvested restricted shares that are excluded from the computation of diluted EPS.

 

 

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