Form 8-K - Current report

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): March 5, 2024

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 March 5, 2024, we issued a press release announcing our results of operations for the quarter and year ended December 31, 2023. 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 March 5, 2024.

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.

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: March 5, 2024	By:	/s/ Isaac Kalish
		Isaac Kalish
		Senior Vice President and
		Chief Financial Officer

Exhibit 99.1

ONE LIBERTY PROPERTIES REPORTS FOURTH QUARTER

AND FULL YEAR 2023 RESULTS

– Occupancy at 98.8% –

– Paid-Off $21.8 Million of Credit Facility Debt –

– Declared 125th Consecutive Quarterly Dividend –

– Repurchased $9.6 Million of Shares in 2023 –

GREAT NECK, New York, March 5, 2024 — One Liberty Properties, Inc. (NYSE: OLP), a real estate investment trust focused primarily on net leased industrial properties, today announced operating results for the quarter and year ended December 31, 2023.

Patrick J. Callan, Jr., President and Chief Executive Officer of One Liberty commented, “2023 marked another year of positive progress as a significant owner of industrial properties due to our transactional activity. We anticipate realizing the benefits of owning this asset class given the stability and consistency of the cash flow it delivers. We also paid off $21.8 million of credit facility debt using the net proceeds of $46.6 million from property sales, thereby providing us with additional financial capacity and flexibility. Moving ahead, we continue our pursuit of industrial properties and selective asset sales to further strengthen our portfolio and cashflow as we move through the coming year.”

Fourth Quarter Operating Results:

Revenues and Operating Expenses

Rental income for the three months ended December 31, 2023, was $22.7 million compared to $27.7 million in the corresponding period of the prior year. The three months ended December 31, 2022, includes $4.6 million settlement proceeds from a lawsuit involving a ground lease tenant in Beachwood, Ohio, which is referred to as the Beachwood Settlement.

Total operating expenses in the fourth quarter of 2023 were $14.3 million compared to $14.2 million for the three months ended December 31, 2022.

Other income and expenses

For the fourth quarter of 2023 net expenses were $5.2 million compared to net expenses of $4.6 million in the corresponding period of 2022. The change was due primarily to a $259,000 increase in interest expense, a net $234,000 decrease in equity in earnings from the Manahawkin, NJ multi-tenant shopping center, and a $108,000 loss from the sale of the Manahawkin property.

Gain-on-sale of real estate

Gain on sale of real estate was $12.0 million for the quarter ended December 31, 2023. There was no comparable gain in the corresponding period of the prior year.

Net income, FFO¹ and AFFO

Net income attributable to One Liberty in the fourth quarter of 2023 was $15.0 million, or $0.71 per diluted share, compared to net income in the corresponding period of the prior year of $8.9 million, or $0.42 per diluted share. The increase is due primarily to the gain-on-sale of real estate of $12 million from the sale of eight properties, including an out-parcel. Net income from the corresponding period in 2022 includes $4.6 million of rental income from the Beachwood Settlement.

Funds from Operations, or FFO, was $9.6 million, or $0.45 per diluted share, for the quarter ended December 31, 2023, compared to $15.1 million, or $0.71 per diluted share, in the corresponding quarter of 2022. The change is due primarily to the inclusion, in the quarter ended December 31, 2022, of $4.6 million from the Beachwood Settlement.

Adjusted Funds from Operations, or AFFO, was $10.6 million, or $0.50 per diluted share, for the quarter ended December 31, 2023, compared to $11.0 million, or $0.52 per diluted share in the corresponding quarter of the prior year. The change is due primarily to the decrease in equity in earnings from the Manahawkin property and the increase in interest expense.

Full Year 2023 Operating Results:

Revenues and Operating Expenses

Rental income in 2023 was $90.6 million compared to $92.2 million in 2022. The change is due primarily to the inclusion, in 2022, of $4.6 million from the Beachwood Settlement. Acquisitions and dispositions in 2022 and 2023 contributed, on a net basis, approximately $1.8 million to 2023 rental income.

Total operating expenses in 2023 were $57.3 million compared to $54.8 million in 2022. The change is due to net increases of $1.0 million of depreciation and amortization expenses, $936,000 of real estate expenses, and $564,000 of general and administrative expenses.

Gain on sale of real estate

In 2023, net gain on sale of real estate was $17.0 million from the sale of 10 properties and an out-parcel, compared to a net gain on the sale of real estate in 2022 of $16.8 million from the sale of seven properties.

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

Other income and expenses

Other income and expenses for 2023 were a net expense of $20.4 million compared to a net expense of $11.9 million in 2022. The change is due primarily to the inclusion, in 2022, of an aggregate of $6.3 million from insurance recoveries and a litigation settlement related to a property the Company owned in Round Rock, Texas, and in 2023, a $1.2 million increase in interest expense and the Company’s $850,000 joint venture share of the non-cash impairment charge at the Manahawkin property.

Net income, FFO and AFFO

Net income attributable to One Liberty in 2023 was $29.6 million, or $1.38 per diluted share, compared to $42.2 million, or $1.99 per diluted share, in 2022.

FFO for 2023 was $39.0 million, or $1.82 per diluted share, compared to 2022 FFO of $49.7 million, or $2.34 per diluted share. The change was due primarily to the inclusion, in 2022, of an aggregate of $10.9 million from litigation settlements and insurance recovery and a $1.2 million increase in interest expense in 2023, offset by a $3.1 million increase in rental income in 2023.

AFFO for 2023 was $42.6 million or $1.99 per diluted share compared to $42.1 million, or $1.98 per diluted share in the prior year. The growth in AFFO is due to the factors impacting FFO as described immediately above, excluding the litigation settlements and insurance recovery.

Acquisitions and Dispositions in 2023:

The Company acquired one industrial property for $13.4 million, from which the Company expects to recognize approximately $951,000 of rental income in 2024, excluding tenant reimbursements. This property contributed $611,000 of rental income in 2023 because it was only owned for a portion of the year.

The Company sold seven restaurant properties, three retail properties, and an out-parcel, for a net gain of $17.0 million. The properties sold accounted for $2.5 million and $3.0 million of rental income in 2023 and 2022, respectively.

Balance Sheet:

At December 31, 2023, the Company had $26.4 million of cash and cash equivalents, total assets of $761.6 million, total debt of $418.3 million, and total stockholders’ equity of $306.7 million. During 2023, the Company used the net proceeds of its property sales to pay-off $21.8 million of credit facility debt. Moving forward, this should lower interest expense while adding financial capacity to acquire properties.

At March 1, 2024, One Liberty’s available liquidity was $123.9 million, including $23.9 million of cash and cash equivalents (including the credit facility’s required $3.0 million deposit maintenance balance) and up to $100 million available under its credit facility.

Share Repurchase and Dividends:

During 2023, approximately 499,000 shares of common stock were repurchased for approximately $9.6 million, at an average cost per share of approximately $19.24.

On March 4, 2024, the Board of Directors declared the Company’s 125^th consecutive quarterly dividend. The $0.45 per share cash dividend is payable April 4, 2024, to stockholders of record at the close of business on March 27, 2024.

Subsequent Events:

The Company entered into a contract to sell for $2.9 million a pad site at a multi-tenant retail shopping center in Lakewood, Colorado, which it owns through a consolidated joint venture. The sale is anticipated to close during the quarter ending March 31, 2024. The Company anticipates recognizing its approximate $1.6 million share of the gain on this sale during the three months ending March 31, 2024.

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.

One Liberty computes AFFO by adjusting from FFO for straight-line rent accruals and amortization of lease intangibles, deducting income from 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.

Forward Looking Statement:

Certain statements contained in this press release, together with other statements and information publicly disseminated by One Liberty Properties, Inc. are forward looking statements 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 provisions 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 certain 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 (and in particular the sections entitled “Cautionary Note Regarding Forward Looking Statements”, “Item 1A. Risk Factors” and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” included therein) and the other reports the Company files with the Securities and Exchange Commission. In addition, estimates of rental income or base rent for 2024 exclude any related variable rent, anticipated property 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 our control and which could materially affect actual results, performance or 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, directly or indirectly for the property’s real estate taxes, insurance and ordinary maintenance and repairs.

Contact:

One Liberty Properties

Investor Relations

Phone: (516) 466-3100

www.1Liberty.com

ONE LIBERTY PROPERTIES, INC.

CONDENSED BALANCE SHEETS

(Amounts in Thousands)

	December 31,			December 31,
	2023			2022
ASSETS
Real estate investments, at cost	$	864,655		$	879,596
Accumulated depreciation		(182,705	)		(173,143	)
Real estate investments, net		681,950			706,453

Investment in unconsolidated joint ventures		2,051			10,400
Cash and cash equivalents		26,430			6,718
Unbilled rent receivable		16,661			16,079
Unamortized intangible lease assets, net		14,681			19,841
Other assets		19,833			23,764
Total assets	$	761,606		$	783,255

LIABILITIES AND EQUITY
Liabilities:
Mortgages payable, net	$	418,347		$	405,162
Line of credit, net		—			21,068
Unamortized intangible lease liabilities, net		10,096			11,125
Other liabilities		25,418			28,963
Total liabilities		453,861			466,318

Total One Liberty Properties, Inc. stockholders’ equity		306,703			315,965
Non-controlling interests in consolidated joint ventures		1,042			972
Total equity		307,745			316,937
Total liabilities and equity	$	761,606		$	783,255

ONE LIBERTY PROPERTIES, INC. (NYSE: OLP)

(Amounts in Thousands, Except Per Share Data)

	(Unaudited)
	Three Months Ended						Year Ended
	December 31,						December 31,
	2023			2022			2023			2022
Revenues:
Rental income, net	$	22,741		$	27,715		$	90,646		$	92,191
Lease termination fees		—			—			—			25
Total revenues		22,741			27,715			90,646			92,216

Operating expenses:
Depreciation and amortization		6,220			6,063			24,789			23,781
General and administrative		3,753			3,724			15,822			15,258
Real estate expenses		4,305			4,302			16,444			15,508
State taxes		52			74			284			285
Total operating expenses		14,330			14,163			57,339			54,832

Other operating income
Gain on sale of real estate, net		11,962			—			17,008			16,762
Operating income		20,373			13,552			50,315			54,146

Other income and expenses:
Equity in (loss) earnings of unconsolidated joint ventures		(144	)		90			(904	)		400
Equity in loss from sale of unconsolidated joint venture property		(108	)		—			(108	)		—
Income on settlement of litigation		—			—			—			5,388
Other income		103			6			234			1,003
Interest:
Expense		(4,802	)		(4,543	)		(18,780	)		(17,569	)
Amortization and write-off of deferred financing costs		(220	)		(198	)		(839	)		(1,115	)

Net income		15,202			8,907			29,918			42,253
Net income attributable to non-controlling interests		(240	)		(24	)		(304	)		(76	)
Net income attributable to One Liberty Properties, Inc.	$	14,962		$	8,883		$	29,614		$	42,177

Net income per share attributable to common stockholders - diluted	$	.71		$	0.42		$	1.38		$	1.99

Funds from operations - Note 1	$	9,621		$	15,063		$	38,996		$	49,669
Funds from operations per common share - diluted - Note 2	$	.45		$	.71		$	1.82		$	2.34

Adjusted funds from operations - Note 1	$	10,582		$	10,970		$	42,595		$	42,129
Adjusted funds from operations per common share - diluted - Note 2	$	.50		$	.52		$	1.99		$	1.98

Weighted average number of common shares outstanding:
Basic		20,342			20,358			20,499			20,360
Diluted		20,383			20,406			20,556			20,453

ONE LIBERTY PROPERTIES, INC. (NYSE: OLP)

(Amounts in Thousands, Except Per Share Data)

(Unaudited)

	Three Months Ended						Year Ended
	December 31,						December 31,
Note 1:	2023			2022			2023			2022
NAREIT funds from operations is summarized in the following table:
GAAP net income attributable to One Liberty Properties, Inc.	$	14,962		$	8,883		$	29,614		$	42,177
Add: depreciation and amortization of properties		6,035			5,897			24,063			23,193
Add: our share of depreciation and amortization of unconsolidated joint ventures		88			130			477			519
Add: amortization of deferred leasing costs		185			166			726			588
Add: our share of amortization of deferred leasing costs of unconsolidated joint ventures		3			5			18			21
Add: our share of impairment loss of unconsolidated joint venture property		—			—			850			—
Add: equity in loss from sale of unconsolidated joint venture property		108			—			108			—
Deduct: gain on sale of real estate, net		(11,962	)		—			(17,008	)		(16,762	)
Adjustments for non-controlling interests		202			(18	)		148			(67	)
NAREIT funds from operations applicable to common stock		9,621			15,063			38,996			49,669
Deduct: straight-line rent accruals and amortization of lease intangibles		(578	)		(1,044	)		(2,717	)		(3,240	)
Deduct: our share of straight-line rent accruals and amortization of lease intangibles of unconsolidated joint ventures		(3	)		(5	)		(19	)		(27	)
Deduct: other income and income on settlement of litigation		(37	)		—			(112	)		(5,388	)
Deduct: additional rent from ground lease tenant		—			(4,626	)		(16	)		(4,626	)
Deduct: income on insurance recovery from casualty loss		—			—			—			(918	)
Deduct: lease termination fee income		—			—			—			(25	)
Deduct: our share of unconsolidated joint venture lease termination fee income		—			—			(21	)		(25	)
Add: amortization of restricted stock and RSU compensation		1,264			1,317			5,367			5,507
Add: amortization and write-off of deferred financing costs		220			198			839			1,115
Add: amortization of lease incentives		30			44			121			44
Add: amortization of mortgage intangible assets		34			12			114			12
Add: our share of amortization of deferred financing costs of unconsolidated joint venture		29			4			42			17
Adjustments for non-controlling interests		2			7			1			14
Adjusted funds from operations applicable to common stock	$	10,582		$	10,970		$	42,595		$	42,129

Note 2:
NAREIT funds from operations is summarized in the following table:
GAAP net income attributable to One Liberty Properties, Inc.	$	.71		$	.42		$	1.38		$	1.99
Add: depreciation and amortization of properties		.27			.27			1.13			1.09
Add: our share of depreciation and amortization of unconsolidated joint ventures		—			.01			.02			.02
Add: amortization of deferred leasing costs		.01			.01			.03			.03
Add: our share of amortization of deferred leasing costs of unconsolidated joint ventures		—			—			—			—
Add: our share of impairment loss of unconsolidated joint venture property		—			—			.04			—
Add: equity in loss from sale of unconsolidated joint venture property		.01			—			.01			—
Deduct: gain on sale of real estate, net		(.56	)		—			(.80	)		(.79	)
Adjustments for non-controlling interests		.01			—			.01			—
NAREIT funds from operations per share of common stock - diluted (a)		.45			.71			1.82			2.34
Deduct: straight-line rent accruals and amortization of lease intangibles		(.02	)		(.04	)		(.13	)		(.16	)
Deduct: our share of straight-line rent accruals and amortization of lease intangibles of unconsolidated joint ventures		—			—			—			—
Deduct: other income and income on settlement of litigation		—			—			(.01	)		(.25	)
Deduct: additional rent from ground lease tenant		—			(.22	)		—			(.22	)
Deduct: income on insurance recovery from casualty loss		—			—			—			(.04	)
Deduct: lease termination fee income		—			—			—			—
Deduct: our share of unconsolidated joint venture lease termination fee income		—			—			—			—
Add: amortization of restricted stock and RSU compensation		.06			.06			.25			.26
Add: amortization and write-off of deferred financing costs		.01			.01			.04			.05
Add: amortization of lease incentives		—			—			.01			—
Add: amortization of mortgage intangible assets		—			—			.01			—
Add: our share of amortization of deferred financing costs of unconsolidated joint venture		—			—			—			—
Adjustments for non-controlling interests		—			—			—			—
Adjusted funds from operations per share of common stock - diluted (a)	$	.50		$	.52		$	1.99		$	1.98

(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.

Cover	Mar. 05, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Mar. 05, 2024
Entity File Number	001-09279
Entity Registrant Name	ONE LIBERTY PROPERTIES, INC.
Entity Central Index Key	0000712770
Entity Tax Identification Number	13-3147497
Entity Incorporation, State or Country Code	MD
Entity Address, Address Line One	60 Cutter Mill Road
Entity Address, Address Line Two	Suite 303
Entity Address, City or Town	Great Neck
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	11021
City Area Code	516
Local Phone Number	466-3100
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	OLP
Security Exchange Name	NYSE
Entity Emerging Growth Company	false