ONE LIBERTY PROPERTIES INC

Previous wording

This Quarterly Report on Form 10-Q, together with other statements and information publicly disseminated by us, contain certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities 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 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 and include, without limitations, statements regarding our future estimated rental income, funds from operations, adjusted funds from operations and our dividend. Among other things, forward looking statements with respect to (i) estimates of base rent and rental income exclude variable rent (including tenant reimbursements) and the adjustments required by GAAP to present rental income, (ii) estimates of base rent may not, unless otherwise expressly indicated, reflect the expenses (e.g., real estate expenses, interest, depreciation and amortization or any one or more of the foregoing) with respect to the associated property, (iii) anticipated property purchases, sales, financings and/or refinancings may not be completed during the period or on the terms indicated or at all, and (iv) estimates of gains from property sales or proceeds from financing or refinancing transactions 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.

Current wording

This Quarterly Report on Form 10-Q, together with other statements and information publicly disseminated by us, contain certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities 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 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 and include, without limitations, statements regarding our future estimated rental income, funds from operations, adjusted funds from operations and our dividend. Among other things, forward looking statements with respect to (i) estimates of base rent and rental income exclude variable rent (including tenant reimbursements) and the adjustments required by GAAP to present rental income, (ii) estimates of base rent may not, unless otherwise expressly indicated, reflect the expenses (e.g., real estate expenses, interest, depreciation and amortization or any one or more of the foregoing) with respect to the associated property, (iii) anticipated property purchases, sales, financings and/or refinancings may not be completed during the period or on the terms indicated or at all, and (iv) estimates of gains and/or net proceeds from property sales (i.e., cash collected by us at closing after giving effect to, among other things, as applicable, the payoff of any mortgages on the properties sold and our non-controlling interest’s share of the proceeds) or proceeds from financing or refinancing transactions 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.

Previous wording

We face challenges (i) due to the volatile economic environment (including the impact of threatened and/or imposed tariffs, and the related possibility of trade wars and the impact of the foregoing on us and in particular, on our seaport based industrial/warehouse properties), and (ii) The Vue, our Beachwood, Ohio property. Our cash flow and profitability will be adversely impacted if these issues are not resolved in a satisfactory manner.

Current wording

We face challenges (i) due to the volatile economic environment (including the impact of threatened and/or imposed tariffs, and the related possibility of trade wars and the impact of the foregoing on us and in particular, on our seaport based industrial/warehouse properties), and (ii) at The Vue, our Beachwood, Ohio property. Our cash flow and profitability will be adversely impacted if these issues are not resolved in a satisfactory manner.

Previous wording

We acquire, own and manage a geographically diversified portfolio consisting primarily of industrial and, to a lesser extent, retail properties, many of which are subject to long-term net leases. As of March 31, 2025, we own 105 properties (including two properties owned by consolidated joint ventures and two properties owned by unconsolidated joint ventures) located in 32 states. Based on square footage, our occupancy rate at March 31, 2025 is approximately 98.5%.

Current wording

We acquire, own and manage a geographically diversified portfolio consisting primarily of industrial properties, many of which are subject to long-term net leases. As of June 30, 2025, we own 103 properties (including two properties owned by consolidated joint ventures and two properties owned by unconsolidated joint ventures) located in 32 states. Based on square footage, our occupancy rate at June 30, 2025 is approximately 98.8%.

Previous wording

We monitor the risk of tenant non-payments through a variety of approaches tailored to the applicable situation. Generally, based on our assessment of the credit risk posed by our tenants, we monitor a tenant’s financial condition through one or more of the following actions: reviewing tenant financial statements or other financial information, obtaining other tenant related information, changes in tenant payment patterns, regular contact with tenant’s representatives, tenant credit

Current wording

We monitor the risk of tenant non-payments through a variety of approaches tailored to the applicable situation. Generally, based on our assessment of the credit risk posed by our tenants, we monitor a tenant’s financial condition through one or more of the following actions: reviewing tenant financial statements or other financial information, obtaining other tenant related information, changes in tenant payment patterns, regular contact with tenant’s representatives, tenant credit checks and regular management reviews of our tenants. We have in the past, and we may in the future, sell a property if the tenant’s financial condition is unsatisfactory.

Previous wording

In acquiring and disposing of properties, among other things, we evaluate the terms of the leases, the credit of the existing tenants, the terms and conditions of the related financing arrangement (including any contemplated financing) and engage in a fundamental analysis of the real estate to be bought or sold. This fundamental analysis takes into account, among other things, the estimated value of the property, local competition and demographics, and the ability to re-rent or dispose of the property on favorable terms upon lease expiration or early termination. In addition, in evaluating property sales, we take into account, among other things, the property type (*i.e.,*industrial, retail or other), our perception of the property’s long-term prospects (including the likelihood for, and the extent of, any further appreciation or diminution in value), the term remaining on the related lease and mortgage debt, the price and other terms and conditions for the sale of such property and the returns anticipated to be generated from the reinvestment ofthe net proceeds to us from such property sale.

Current wording

In acquiring and disposing of properties, among other things, we evaluate the terms of the leases, the credit of the existing tenants, the terms and conditions of the related financing arrangement (including any contemplated financing) and engage in a fundamental analysis of the real estate to be bought or sold. This fundamental analysis takes into account, among other things, the estimated value of the property, local competition and demographics, and the ability to re-rent or dispose of the property on favorable terms upon lease expiration or early termination. In addition, in evaluating property sales, we take

Previous wording

Our 2025 base rent is approximately $77.4 million and represents, after giving effect to any abatements, concessions, deferrals or adjustments, the base rent (excluding tenant reimbursements) payable to us during the year ending December 31, 2025 under leases in effect at March 31, 2025. Base rent (i) excludes $233,000 representing our share of the base rent payable to our joint ventures and (ii) includes $235,000 of base rent from Hooters, a restaurant tenant at our Myrtle Beach, South Carolina property which filed for bankruptcy protection in April 2025.

Current wording

Our 2026 base rent is approximately $75.4 million and represents, after giving effect to any abatements, concessions, deferrals or adjustments, the base rent (excluding tenant reimbursements) payable to us during the twelve months ending June 30, 2026 under leases in effect at June 30, 2025.

Previous wording

We acquired the following properties (amounts in thousands):

Current wording

During July 2025 and August 2025, we sold the following properties (amounts in thousands):

Previous wording

The change in same store rental income is due primarily to increases of:

Current wording

The changes in same store rental income during the three and six months ended June 30, 2025 are due primarily to increases of:

Previous wording

The increases were offset by decreases in rental income of:

Current wording

The increases were offset during the three and six months ended June 30, 2025 by decreases in rental income of:

Previous wording

Depreciation and amortization. The increase is due primarily to (i) $947,000 from the properties acquired since January 1, 2024, and (ii) $150,000 from improvements at several properties.

Current wording

Depreciation and amortization. The increases in the three and six months ended June 30, 2025 are due primarily to (i) $1.2 million and $2.2 million, respectively, from the properties acquired since January 1, 2024, and (ii) $114,000 and $241,000, respectively, from improvements at several properties.

Previous wording

The increase was offset primarily by (i) the inclusion, in the corresponding 2024 period, of $353,000 from the properties sold since January 1, 2024, and (ii) decreases of $239,000 related to tenant origination costs at several properties that prior to March 31, 2025 were fully amortized.

Current wording

The increases were offset primarily by (i) the inclusion, in the corresponding 2024 periods, of $289,000 and $614,000, respectively, from the properties sold since January 1, 2024, and (ii) decreases of $249,000 and $489,000, respectively, related to tenant origination costs at several properties that prior to June 30, 2025 were fully amortized.

Previous wording

Real estate expenses. The increase is due primarily to (i) $394,000 primarily related to common area maintenance and utilities at several properties, none of which were individually significant, and (ii) $357,000 from the properties acquired since January 1, 2024.

Current wording

Real estate expenses. The increases in the three and six months ended June 30, 2025 are due primarily to (i) $489,000 and $558,000, respectively, primarily related to a re-assessment of real estate taxes at our El Paso, Texas property, (ii) $468,000 and $825,000, respectively, from the properties acquired since January 1, 2024, and (iii) $161,000 and $414,000, respectively, primarily related to common area maintenance and insurance expense at several properties, none of which were individually significant.

Previous wording

The increase was offset by the inclusion, in the corresponding 2024 period, of $183,000 from the properties sold since January 1, 2024.

Current wording

The increase was offset by the inclusion, in the corresponding 2024 periods, of $203,000 and $314,000, respectively, from the properties sold since January 1, 2024.

Previous wording

General and administrative. The change is due primarily to an increase in compensation expense of $169,000 from (i) higher levels of payroll and payroll-related expenses, and (ii) non-cash expense from the amortization of our restricted stock and RSUs.

Current wording

General and administrative. The increases in the three and six months ended June 30, 2025 are due primarily to an increase in compensation expense of $142,000 and $311,000, respectively, from (i) non-cash expense related to the amortization of our RSUs, and (ii) higher levels of payroll and payroll-related expenses.

Previous wording

State Tax (Benefit) Expense. During the three months ended March 31, 2025, our state tax expense was offset by a $135,000 refund from Tennessee related to franchise taxes paid in 2023, as the state amended the method of calculating such taxes, resulting in an overpayment in such year.

Current wording

State tax expense (benefit). During the six months ended June 30, 2025, our state tax expense was offset by a $135,000 refund from Tennessee related to franchise taxes paid in 2023, as the state amended the method of calculating such taxes, resulting in an overpayment in 2023.

Previous wording

The increase in mortgage interest is due to increases in the weighted average principal amount of mortgage debt outstanding and the weighted average interest rate.

Current wording

The increases in mortgage interest in the three and six months ended June 30, 2025 are due to increases in the weighted average principal amount of mortgage debt outstanding and the weighted average interest rate.

Previous wording

Our sources of liquidity and capital include cash flow from operations, cash and cash equivalents, borrowings under our credit facility, refinancing existing mortgage loans, obtaining mortgage loans secured by our unencumbered properties, issuance of our equity securities and property sales. Our available liquidity at May 1, 2025, was $96.4 million, including $8.9 million of cash and cash equivalents (including the credit facility’s required minimum $3.0 million average deposit maintenance balance) and up to $87.5 million available under our credit facility. At May 1, 2025, the facility is available for the acquisition of commercial real estate, repayment of mortgage debt, and up to $32.5 million for renovation and operating expense purposes.

Current wording

Our sources of liquidity and capital include cash flow from operations, cash and cash equivalents, borrowings under our credit facility, refinancing existing mortgage loans, obtaining mortgage loans secured by our unencumbered properties, issuance of our equity securities and property sales. Our available liquidity at August 1, 2025, was $115.5 million, including $15.5 million of cash and cash equivalents (including the credit facility’s required minimum $3.0 million average deposit maintenance balance) and up to $100.0 million available under our credit facility. At August 1, 2025, the facility is available for the acquisition of commercial real estate, repayment of mortgage debt, and up to $40.0 million for renovation and operating expense purposes.

Previous wording

At March 31, 2025, we had 64 outstanding mortgages payable secured by 66 properties in the aggregate principal amount of $470.8 million (before netting unamortized deferred financing costs of $4.2 million and mortgage intangibles of $633,000). These mortgages represent first liens on individual real estate investments with an aggregate carrying value of $741.4 million, before accumulated depreciation of $132.5 million. After giving effect to interest rate swap agreements, the mortgage payments bear interest at fixed rates ranging from 3.05% to 6.78% (a 4.78% weighted average interest rate) and mature between 2025 and 2047 (a 6.3 year weighted average remaining term to maturity).

Current wording

At June 30, 2025, we had 59 outstanding mortgages payable secured by 61 properties in the aggregate principal amount of $452.8 million (before netting unamortized deferred financing costs of $3.9 million and mortgage intangibles of $599,000). These mortgages represent first liens on individual real estate investments with an aggregate carrying value of $705.7 million, before accumulated depreciation of $128.5 million. After giving effect to interest rate swap agreements, the mortgage payments bear interest at fixed rates ranging from 3.05% to 6.42% (a 4.76% weighted average interest rate) and mature between 2025 and 2047 (a 6.3 year weighted average remaining term to maturity).

Previous wording

The following table sets forth, as of March 31, 2025, information with respect to our mortgage debt that is payable during the nine months ending December 31, 2025 and for each of the subsequent twelve months through December 31, 2028:

Current wording

The following table sets forth, as of June 30, 2025, information with respect to our mortgage debt that is payable during the six months ending December 31, 2025 and for each of the subsequent twelve months through December 31, 2028:

Previous wording

Our credit facility provides that subject to borrowing base requirements, we can borrow up to $100.0 million for the acquisition of commercial real estate, repayment of mortgage debt, and renovation and operating expense purposes; provided, that if used for renovation and operating expense purposes, the amount outstanding for such purposes will not exceed the lesser of $40.0 million and 40% of the borrowing base. The facility matures December 31, 2026 and bears interest equal to 30-day SOFR plus the applicable margin. The applicable margin ranges from 175 basis points if our ratio of total debt to total value (as calculated pursuant to the facility) is equal to or less than 50%, increasing to a maximum of 275 basis points if such ratio is greater than 60%. The applicable margin was 175 basis points for each of the three months ended March 31, 2025 and 2024. There is an unused facility fee of 0.25% per annum on the difference between the outstanding loan balance and $100.0 million. The credit facility requires the maintenance of $3.0 million in average deposit balances. The interest rate on the facility was 6.07% at both March 31, 2025 and May 1, 2025.

Current wording

Our credit facility provides that subject to borrowing base requirements, we can borrow up to $100.0 million for the acquisition of commercial real estate, repayment of mortgage debt, and renovation and operating expense purposes; provided, that if used for renovation and operating expense purposes, the amount outstanding for such purposes will not exceed the lesser of $40.0 million and 40% of the borrowing base. The facility matures December 31, 2026 and bears interest equal to 30-day SOFR plus the applicable margin. The applicable margin ranges from 175 basis points if our ratio of total debt to total value (as calculated pursuant to the facility) is equal to or less than 50%, increasing to a maximum of 275 basis points if such ratio is greater than 60%. The applicable margin was 175 basis points for each of the six months ended June 30, 2025 and 2024. There is an unused facility fee of 0.25% per annum on the difference between the outstanding loan balance and $100.0 million. The credit facility requires the maintenance of $3.0 million in average deposit balances. The interest rate on the facility was 6.07% and 6.10% at June 30, 2025 and August 1, 2025.

Previous wording

We own a land parcel located in Beachwood, Ohio which is improved by a multi-family complex (i.e., The Vue Apartments) that we ground lease to the owner/operator of such complex. This ground lease did not generate any rental income during the past several years. At March 31, 2025, the carrying value of the land on our balance sheet was approximately $17.4 million; our leasehold position is subordinate to $61.9 million of mortgage debt incurred by our tenant, the owner/operator of the multi-family complex. In addition, we have agreed, in our discretion, to fund certain capital expenditures and operating cash flow shortfalls at this property. We do not believe that this type of off-balance sheet arrangement has been or will be material to our liquidity and capital resource positions, except to the extent we determine to continue to fund the capital expenditures required by, and the operating cash flow shortfalls at, this property. See Note 7 to our consolidated financial statements for additional information regarding this arrangement.

Current wording

We own a land parcel located in Beachwood, Ohio which is improved by a multi-family complex (i.e., The Vue Apartments) that we ground lease to the owner/operator of such complex. This ground lease did not generate any rental income during the past several years. At June 30, 2025, the carrying value of the land on our balance sheet was approximately $17.5 million; our leasehold position is subordinate to $61.6 million of mortgage debt incurred by our tenant, the owner/operator of the multi-family complex. In addition, we have agreed, in our discretion, to fund certain capital expenditures and operating cash flow shortfalls at this property. We do not believe that this type of off-balance sheet arrangement has been or will be material to our liquidity and capital resource positions, except to the extent we determine to continue to fund the capital expenditures required by, and the operating cash flow shortfalls at, this property. See Note 7

Previous wording

The $300,000, or 2.9%, increase in AFFO for the three months ended March 31, 2025 from the corresponding 2024 period is due primarily to:

Current wording

The $392,000, or 3.8%, increase in AFFO for the three months ended June 30, 2025 from the corresponding 2024 period is due primarily to the factors impacting FFO as described immediately above.

Previous wording

The $14,000, or 0.1%, increase in FFO for the three months ended March 31, 2025 from the corresponding 2024 period is due to the factors impacting AFFO as described immediately above, other than a $250,000 lease termination fee income recognized in the corresponding 2024 period.

Current wording

The $692,000, or 3.4%, increase in AFFO for the six months ended June 30, 2025 from the corresponding 2024 period is primarily due to the factors impacting FFO as described immediately above, other than the $184,000 decrease in lease termination fee income.

Previous wording

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 the equity incentive and dividend reinvestment programs.

Current wording

Diluted per share net income, FFO and AFFO were impacted negatively in the three and six months ended June 30, 2025 compared to the corresponding quarter in the prior year by an average increase of approximately 292,000 and 323,000, respectively, 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.