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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, 2026

 

ONE LIBERTY PROPERTIES, INC.

(Exact name of Registrant as specified in charter)

 

Maryland   001-09279   13-3147497
(State or other jurisdiction   (Commission file No.)   (IRS Employer
of incorporation)     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, 2026, we issued a press release announcing our results of operations for the quarter and year ended March 31, 2026. 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, 2026.
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, 2026 By: /s/ Isaac Kalish
    Isaac Kalish
    Senior Vice President and
    Chief Financial Officer

 

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EX-99.1 2 ea028937201ex99-1.htm PRESS RELEASE DATED MAY 6, 2026

Exhibit 99.1

 

 

ONE LIBERTY PROPERTIES REPORTS

FIRST QUARTER 2026 RESULTS

 

– Approximately 84% of Base Rent to be Derived from Industrial Properties –

– Rental Income Increases 11.6% Year Over Year in First Quarter –

 

GREAT NECK, New York, May 6, 2026 — One Liberty Properties, Inc. (NYSE: OLP), a real estate investment trust focused on the ownership of industrial properties, today announced operating results for the quarter ended March 31, 2026.

 

“Our first quarter results reflect the success of One Liberty’s strategic transformation into an industrial-focused platform, with rental income growing 11.6% year over year and industrial properties now comprising 84% of our base rent,” stated Patrick J. Callan, Jr., President and Chief Executive Officer of One Liberty. “With strong occupancy of 98.8%, and the successful integration of recent acquisitions, we are well positioned to deliver continued value for our stockholders.”

 

First Quarter and Recent Highlights:

 

Net income of $0.28 per diluted share.

 

FFO1 of $0.50 per diluted share and AFFO1 of $0.48 per diluted share, as the Company realized the full benefit of acquisitions closed in 2025.

 

Portfolio occupancy of 98.8% as of quarter end.

 

Closed on 637,633 square feet of acquisitions comprising 10 industrial properties as previously announced.

 

Sold two non-core properties, one vacant, generating net proceeds of $9.8 million and a $3.9 million gain.

 

Subsequent to quarter end:

 

o Closed on the sale of two non-core properties for approximately $9.0 million; and

 

o Secured an agreement to sell a non-core retail property for approximately $17.5 million.

 

Key Drivers of First Quarter Results:

 

Rental income increased by $2.8 million year over year due primarily to the benefit of transaction activity.

 

Total operating expenses were $18.7 million compared to $15.7 million year over year – acquisition activity contributed significantly to increased depreciation and amortization and, to a lesser extent, increased real estate expenses.

 

Interest expense was up $1.5 million year over year due primarily to acquisition related borrowing activity.

 

 

1 A reconciliation of GAAP amounts to non-GAAP amounts (i.e., FFO and AFFO) is presented with the financial information included in this release.

 


 

The growth in FFO per share is due to the increase in rental income and, to a lesser extent, the benefit of lease termination fee income, that was subsequently replaced with new leases at higher rates. FFO growth was offset primarily from additional expenses related to the growth of the portfolio.

 

Diluted per share net income, FFO and AFFO were impacted negatively in the three months ended March 31, 2026 compared to the corresponding quarter in the prior year by an average increase of approximately 179,000 in the weighted average number of shares of common stock outstanding as a result of stock issuances in connection with the equity incentive and dividend reinvestment programs.

 

First Quarter Results   Three Months Ended  
    March 31,  
Key Metrics   2026     2025     % Change  
(Amounts in thousands, Except Per Share Data)                  
Net income attributable to OLP   $ 6,237     $ 4,155       50 %
Net income / share attributable to common stockholders – diluted   $ 0.28     $ 0.18       56 %
                         
FFO   $ 10,926     $ 9,573       14 %
FFO / share – diluted   $ 0.50     $ 0.44       14 %
                         
AFFO   $ 10,521     $ 10,510       NM  
AFFO / share – diluted   $ 0.48     $ 0.48        

 

Balance Sheet:

 

At March 31, 2026, the Company had $20.4 million of cash and cash equivalents, total assets of $898.6 million, total debt of $561.5 million, and total OLP stockholders’ equity of $297.4 million.

 

At May 1, 2026, One Liberty’s available liquidity was $79.8 million, including $5.3 million of cash and cash equivalents (including the credit facility’s required $3.0 million average deposit maintenance balance) and $74.5 million available under its credit facility.

 

Transaction Activity:

 

In January 2026, as previously disclosed, the Company closed on the acquisition of a 637,633 square foot portfolio of ten well-located industrial properties. The properties are leased to six tenants, each of which has a global or national presence, and the two largest tenants are wholly owned subsidiaries of investment grade companies. The average in place rent is below market, providing attractive mark to market upside. The acquisition was financed with a $17 million mortgage on six properties, and approximately $30 million borrowed under OLP’s $100 million credit facility.

 

In March 2026, the Company sold a vacant retail property in Cary, North Carolina and a Havertys retail property in Newport News, Virginia for an aggregate sales price of $10.2 million, generating net proceeds of $9.8 million and a $3.9 million gain.

 

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Subsequent Events:

 

The Company, in the second quarter of 2026, closed on the sale of two non-core properties in South Euclid, Ohio, and Champaign, Illinois, for an aggregate sales price of $9.0 million and anticipates that the sale will generate net proceeds of approximately $7.6 million and a net gain of approximately $3.4 million. During the three months ended March 31, 2026 and the year ended December 31, 2025, these properties contributed an aggregate of $253,000 and $917,000 of rental income net, $88,000 and $245,000 of depreciation and amortization expense, $73,000 and $537,000 of real estate expenses and $6,000 and $27,000 of mortgage interest expense, respectively.

 

The Company entered into a contract to sell a retail property located in El Paso, Texas, for $17.5 million. It is anticipated that the sale will close by the end of the second quarter 2026, and that the net proceeds and net gain therefrom will be approximately $8.7 million and $9.8 million, respectively. This property contributed $408,000 and $1.7 million of rental income net, $124,000 and $572,000 of depreciation and amortization expense, $54,000 and $333,000 of real estate expenses and $84,000 and $345,000 of mortgage interest expense during the three months ended March 31, 2026 and the year ended December 31, 2025, respectively.

 

Non-GAAP Financial Measures:

 

One Liberty computes funds from operations, or 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, 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.

 

One Liberty computes adjusted funds from operations, or AFFO, by adjusting from FFO for straight-line rent accruals and amortization of lease intangibles, deducting from income (i) additional rent from a ground lease tenant, (ii) income on settlement of litigation, (iii) income on insurance recoveries from casualties, (iv) lease termination and assignment fees, and adding back to income (i) amortization of restricted stock and restricted stock unit compensation expense, (ii) amortization of costs in connection with its financing activities (including its share of its unconsolidated joint ventures), (iii) debt prepayment costs, (iv) amortization of lease incentives and (v) 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, 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. 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 operations as defined by GAAP. FFO and AFFO and should not be considered to be an alternative to net income as a reliable measure of One Liberty’s 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 our 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 our 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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Operating Measure:

 

Base Rent, or base rent, generally represents the cash base rent payable to OLP during the twelve months ending March 31, 2027 under leases in effect at April 1, 2026.  See OLP’s Quarterly Report on Form 10-Q for the period ended March 31, 2026 for further information on the calculation of Base Rent.

 

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. The Company intends 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, 2025 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 rental income and base rent exclude any related variable rent and the adjustments required by GAAP to present rental income; anticipated property purchases, sales, financings and/or refinancings may not be completed during the period or on the terms indicated, or at all; estimates of net proceeds and gains from property sales and financings/refinancings are subject to adjustment, among other things, because actual closing costs (including the amounts, if any, required to pay-off mortgage debt on properties being sold) may differ from the estimated costs; anticipated rent increases, including those tied to filling of vacancies or as a result of market-to-market opportunities (i.e., renewing leased premises or leasing vacant premises at higher rental rates) may not be realized; and amounts presented in this press release and the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2026 may differ from one another due to rounding. 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 results of operations, financial condition, cash flows, performance or future achievements or events.

 

About One Liberty Properties:

 

One Liberty, organized in Maryland in 1982, is an industrial-focused real estate investment trust. The Company owns and operates a geographically diversified portfolio consisting primarily of industrial properties across the United States. Additional financial and descriptive information on One Liberty, its operations and its portfolio, is available on its website at: http://1liberty.com.  Interested parties are encouraged to review One Liberty’s Annual Report on Form 10-K and the other reports it files with the Securities and Exchange Commission for additional information.

 

Contact:

 

One Liberty Properties

Investor Relations

Phone: (516) 466-3100

www.1liberty.com

 

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ONE LIBERTY PROPERTIES, INC.

CONDENSED BALANCE SHEETS

(Amounts in Thousands)

 

    (Unaudited)        
    March 31,     December 31,  
    2026     2025  
ASSETS            
Real estate investments, at cost   $ 1,015,527     $ 972,257  
Accumulated depreciation     (196,903 )     (194,663 )
Real estate investments, net     818,624       777,594  
                 
Property held-for-sale     1,283        
Cash and cash equivalents     20,444       14,434  
Unbilled rent receivable     17,613       17,269  
Unamortized intangible lease assets, net     28,110       25,501  
Other assets     12,563       22,772  
Total assets   $ 898,637     $ 857,570  
                 
LIABILITIES AND EQUITY                
Liabilities:                
Mortgages payable, net   $ 529,470     $ 517,342  
Line of credit     32,000        
Unamortized intangible lease liabilities, net     13,692       12,946  
Other liabilities     25,916       27,485  
Total liabilities     601,078       557,773  
                 
Total One Liberty Properties, Inc. stockholders’ equity     297,370       299,603  
Non-controlling interests in consolidated joint ventures     189       194  
Total equity     297,559       299,797  
Total liabilities and equity   $ 898,637     $ 857,570  

 

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ONE LIBERTY PROPERTIES, INC. (NYSE: OLP)

(Amounts in Thousands, Except Per Share Data)

(Unaudited)

 

    Three Months Ended  
    March 31,  
    2026     2025  
Revenues:            
Rental income, net   $ 26,963     $ 24,170  
Lease termination fees     1,327        
Total revenues     28,290       24,170  
                 
Operating expenses:                
Depreciation and amortization     8,570       6,545  
Real estate expenses     5,712       5,038  
General and administrative     4,338       4,170  
State tax expense (benefit)     64       (94 )
Total operating expenses     18,684       15,659  
                 
Other operating income                
Gain on sale of real estate, net     3,876       1,110  
Operating income     13,482       9,621  
                 
Other income and expenses:                
Other income     39       213  
Interest:                
Expense     (6,958 )     (5,432 )
Amortization and write-off of deferred financing costs     (323 )     (233 )
                 
Net income     6,240       4,169  
Net income attributable to non-controlling interests     (3 )     (14 )
Net income attributable to One Liberty Properties, Inc.   $ 6,237     $ 4,155  
                 
Net income per share attributable to common stockholders - diluted   $ .28     $ .18  
                 
Funds from operations - Note 1   $ 10,926     $ 9,573  
Funds from operations per common share - diluted - Note 2   $ .50     $ .44  
                 
Adjusted funds from operations - Note 1   $ 10,521     $ 10,510  
Adjusted funds from operations per common share - diluted - Note 2   $ .48     $ .48  
                 
Weighted average number of common shares outstanding:                
Basic     21,054       20,820  
Diluted     21,123       20,951  

 

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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:   2026     2025  
NAREIT funds from operations is summarized in the following table:            
GAAP net income attributable to One Liberty Properties, Inc.   $ 6,237     $ 4,155  
Add: depreciation and amortization of properties     8,342       6,334  
Add: amortization of deferred leasing costs     228       211  
Deduct: gain on sale of real estate, net     (3,876 )     (1,110 )
Adjustments for non-controlling interests and our share of unconsolidated joint ventures     (5 )     (17 )
NAREIT funds from operations applicable to common stock     10,926       9,573  
Add: amortization of restricted stock and RSU compensation     1,267       1,346  
Add: amortization and write-off of deferred financing costs     323       233  
Add: amortization of mortgage intangible assets     34       34  
Add: amortization of lease incentives     24       30  
Deduct: lease termination fees     (1,327 )      
Deduct: straight-line rent accruals and amortization of lease intangibles     (708 )     (654 )
Deduct: other income and income on settlement of litigation     (18 )     (27 )
Adjustments for non-controlling interests and our share of unconsolidated joint ventures           (25 )
Adjusted funds from operations applicable to common stock   $ 10,521     $ 10,510  
                 
Note 2:                
NAREIT funds from operations is summarized in the following table:                
GAAP net income attributable to One Liberty Properties, Inc.   $ .28     $ .18  
Add: depreciation and amortization of properties     .39       .30  
Add: amortization of deferred leasing costs     .01       .01  
Deduct: gain on sale of real estate, net     (.18 )     (.05 )
Adjustments for non-controlling interests and our share of unconsolidated joint ventures            
NAREIT funds from operations per share of common stock - diluted (a)     .50       .44  
Add: amortization of restricted stock and RSU compensation     .06       .06  
Add: amortization and write-off of deferred financing costs     .01       .01  
Add: amortization of mortgage intangible assets            
Add: amortization of lease incentives            
Deduct: lease termination fees     (.06 )      
Deduct: straight-line rent accruals and amortization of lease intangibles     (.03 )     (.03 )
Deduct: other income and income on settlement of litigation            
Adjustments for non-controlling interests and our share of unconsolidated joint ventures            
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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