UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Securities Exchange Act of 1934
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| Item 8.01 | Other Events. |
Completed Property Sales
We indicated in our Quarterly Report on Form 10-Q for the period ended September 30, 2023 (the “Quarterly Report”) that we anticipate completing certain property sales. Set forth below is information regarding properties sold subsequent to November 6, 2023 (the “Completed Sales”) (dollars in thousands):
| Nine Months Ended | ||||||||||||||||||
| Estimated | September 30, 2023 | |||||||||||||||||
| Gross | Gain on Sale of | Rental | Operating | |||||||||||||||
| Description of Property | Date Sold | Sales Price | Real Estate, Net | Income, net | Expenses | |||||||||||||
| Land | ||||||||||||||||||
| Lakewood, Colorado | November 14, 2023 | $ | 3,333 | $ | 2,200 | (a) | $ | 118 | $ | 25 | ||||||||
| Chuck E Cheese restaurant | ||||||||||||||||||
| Indianapolis, Indiana | November 15, 2023 | 2,200 | 230 | 153 | 32 | |||||||||||||
| TGI Fridays restaurant | ||||||||||||||||||
| Richmond, Virginia | November 17, 2023 | 3,200 | 270 | 189 | 30 | |||||||||||||
| Totals | $ | 8,733 | $ | 2,700 | (b) | $ | 460 | $ | 87 | (c) | ||||||||
(a) This land parcel was owned by a consolidated joint venture in which the Company holds a 90% interest. The non-controlling interest's share of the estimated gain will be approximately $200.
(b) As a result of these sales, the Company wrote-off, as a reduction to Gain on sale of real estate, net, an aggregate of $298 of unbilled rent receivable and $65 of unamortized intangible lease assets.
(c) Includes an aggregate of $85 of depreciation and amortization expense and $2 of real estate expenses.
The net proceeds to us from these sales was approximately $7 million.
Contracts to Sell Properties
We also indicated in our Quarterly Report that we anticipate entering into contracts to sell several properties. Set forth below is information regarding non-cancellable contracts we have entered into to sell the following properties (the “Contracted Sales”). Although we can provide no assurance that any one or more of these sales will be completed, we anticipate that these sales will be completed before year end (dollars in thousands):
| Nine Months Ended | ||||||||||||||||
| Estimated | September 30, 2023 | |||||||||||||||
| Gross | Gain on Sale of | Rental | Operating | |||||||||||||
| Description of Property | Sales Price | Real Estate, Net | Income, net | Expenses | ||||||||||||
| Applebees restaurant | ||||||||||||||||
| Lawrenceville, Georgia | $ | 2,900 | (a) | $ | 900 | $ | 145 | $ | 28 | |||||||
| Applebees restaurant | ||||||||||||||||
| Carrolton, Georgia | 3,800 | 1,300 | 188 | 48 | ||||||||||||
| Applebees restaurant | ||||||||||||||||
| Cartersville, Georgia | 3,500 | 1,200 | 178 | 40 | ||||||||||||
| Barnes & Noble retail property | ||||||||||||||||
| Fort Myers, Florida | 7,300 | 4,600 | 370 | 116 | ||||||||||||
| Havertys retail property | ||||||||||||||||
| Virginia Beach, Virginia | 5,500 | 2,000 | 300 | 73 | ||||||||||||
| Totals | $ | 23,000 | $ | 10,000 | (b) | $ | 1,181 | $ | 305 | (c) | ||||||
(a) In connection with this sale, we will provide seller-financing of up to approximately $1,900 bearing interest at 8.0% with a maturity of six months after the closing date, with a buyer's option to extend the maturity an additional six months.
(b) As a result of these sales, we will write-off, as a reduction to Gain on sale of real estate, net, an aggregate of $577 of unbilled rent receivable and $946 of unamortized intangible lease assets.
(c) Includes an aggregate of $265 of depreciation and amortization expense and $40 of real estate expenses.
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We estimate that the net proceeds to us from these sales will range from approximately $19 million to $21 million.
Contemplated Sales
We also anticipate that over the next few months, we will enter into several additional contracts to sell retail and/or restaurant properties (the “Contemplated Sales”).
Refinancing Transactions
We refinanced the mortgage debt on two industrial properties for gross proceeds, before giving effect to $7.1 million of the refinanced amounts, of $13.0 million. The weighted average interest rate on the discharged debt was 4.02%. The new debt bears a weighted average interest rate of 6.02% and the weighted average remaining term to maturity is 8.4 years.
Use of Proceeds
We used the net proceeds from the Completed Sales and the refinancing transactions to pay down $15 million of credit facility debt. At November 30, 2023, approximately $7.5 million was outstanding on our credit facility. We anticipate that our credit facility will be fully paid off from the net proceeds from the Contracted Sales and that any excess proceeds (i.e., amounts remaining after the balance of the credit facility debt is paid off) from the Contracted Sales (estimated to range from approximately $11.5 million to $13.5 million) and any net proceeds from Contemplated Sales will be used for general working capital purposes and, as appropriate, the pay-off of mortgage debt or the repurchase of our common stock.
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
This communication contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Exchange Act. 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,” “could,” “believe,” “expect,” “intend,” “anticipate,” “estimate,” “project,” or similar expressions or variations thereof. 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. Factors which may cause actual results to differ materially from current expectations are described under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in our Securities and Exchange Commission ("SEC") filings and reports, including our Annual Report on Form 10-K for the year ended December 31, 2022 (the “Annual Report”), and the reports filed or to be filed subsequent to the filing of the Annual Report. In addition, gains and proceeds from property sales may not be realized as such transactions may not be completed, estimates of such gains and proceeds are subject to adjustment, among other things, because actual closing costs may differ from the estimated costs, and the net proceeds from the Contracted Sales and the Contemplated Sales may be applied in a manner other than as described above. Moreover, other risks and uncertainties of which we are not currently aware may also affect our forward-looking statements and may cause actual results and the timing of events to differ materially from those anticipated. The forward-looking statements made in this communication are made only as of the date hereof or as of the dates indicated in the forward-looking statements, even if they are subsequently made available by us on our websites or otherwise. We do not undertake any obligation to update or supplement any forward-looking statements to reflect actual results, new information, future events, changes in its expectations or other circumstances that exist after the date as of which the forward-looking statements were made.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) Exhibits. |
| Exhibit | |||
| No. | Description of Exhibit | ||
| 104 | Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document. |
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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: November 30, 2023 | By: | /s/ Isaac Kalish |
| Isaac Kalish | ||
| Senior Vice President and | ||
| Chief Financial Officer | ||
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