UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended March 31, ~~2020~~2021

☐ \Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Commission File Number 001-07172

BRT APARTMENTS CORP.

(Exact name of Registrant as specified in its charter)


Maryland						13-2755856
(State or other jurisdiction of						(I.R.S. Employer Identification No.)
incorporation or organization)


60 Cutter Mill Road, Great Neck, NY						11021
(Address of principal executive offices)						(Zip Code)

516-466-3100

(Registrant’s telephone number, including area code)

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	BRT	NYSE

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Date File required to be submitted pursuant to Rule 405 of Regulations S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definition of “large accelerated filer” “accelerated filer”, “smaller reporting company”and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated filer ☐						Accelerated filer ☒☐
Non-accelerated filer ☐☒						Smaller reporting company ☒
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 accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of stock, as of the latest practicable date.

~~17,176,401~~17,582,975 Shares of Common Stock,

par value $0.01 per share, outstanding on ~~June 1, 2020~~May 6, 2021

Table of Contents

BRT APARTMENTS CORP. AND SUBSIDIARIES

Table of Contents


Part I - Financial Information			Page No.
Item 1.	Financial Statements
	Consolidated Balance Sheets - Consolidated Balance Sheets - March 3 1 ~~, 20~~20 31, 2021 (unaudited) and December 31, ~~201~~20 920 (~~audited)~~(audited)	3
	Consolidated Statements of Operations – Three months ended March 31 20, 202 201 and ~~201~~20 920 (unaudited)	4
	Consolidated Statements of Comprehensive Income (loss) – Three months ended March 3 1 ~~, 20~~20 31, 2021 and ~~201~~9 2020 (unaudited)	5
	Consolidated ~~Statement~~Statements of Equity – Three ~~Three~~months ended March 31, 202 1 and 202 0 3(1 ~~, 20~~20 ~~and 201~~9 ~~(unaudited)~~unaudited)	6
	Consolidated Statements of Cash Flows – Three months ~~ended~~en ded March 31, 20 32 1 , and 20 20 ~~and 201~~9 (unaudited)	7
	Notes to Consolidated Financial Statements	89

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1920

Item 3.	Quantitative and Qualitative Disclosures About Market Risks	30

Item 4.	Controls and Procedures	30

Part II – Other Information

Item 1.1A.	~~Legal Proceedings~~Risk Factors	31

Item 2.5.	~~Unregistered Sales of Equity Securities and Use of Proceeds~~Other Information	3132

Item 6.	Exhibits	3132

Table of Contents

Explanatory Note

Unless otherwise indicated or the context otherwise requires, all references to (i) “us”, “we”, “BRT” or the “Company” refer to BRT Apartments Corp. and its consolidated and unconsolidated subsidiaries; (ii) all interest rates give effect to the related interest rate derivative, if any; (iii) "acquisitions" include investments in and by unconsolidated joint ventures; (iv) units under rehabilitation for which we have received or accrued rental income from business interruption insurance, while not physically occupied, are treated as leased (i.e., occupied) at rental rates in effect at the time of the casualty, and (v) "same store properties" refer to properties that we owned and operated for the entirety of both periods being compared, except for properties that are under construction, in lease-up, or are undergoing development or redevelopment. We move properties previously excluded from our same store portfolio (because they were under construction, in lease up or are in development or redevelopment) into the same store designation once they have stabilized (as described below) and such status has been reflected fully in all quarters during the applicable periods of comparison. Newly constructed, lease-up, development and redevelopment properties are deemed stabilized upon the earlier to occur of the first full calendar quarter beginning (a) 12 months after the property is fully completed and put in service and (b) attainment of at least 90% physical occupancy.

In filing the Quarterly Report at this time, we are relying upon the order (the "Order") issued by the Securities and Exchange Commission (the "SEC") on March 25, 2020 pursuant to Section 36 (Release No. 34-88465) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), extending the time in which certain reports required to be filed pursuant to the Exchange Act are filed, and the Current Report on Form 8-K we filed on May 11, 2020, pursuant to which we reported that we may be unable to file this Quarterly Report on a timely basis because of the impact of COVID-19, which, among other things, due to travel limitations and the requirements of "social distancing," had and would adversely impact the ability of the individuals preparing this report to complete such task on a timely basis. We were unable to file this Quarterly Report on the original May 11, 2020 due date because (i) of the impact of COVID-19 as disclosed above and (ii) management's devoting significant time and attention to assessing and responding to the impact of COVID-19.

See "Explanatory Note", "Risk Factors", "Managements Discussion and Analysis of Financial Condition and Results of Operations - Recent Developments - Non Reliance on Previously Reported Information" and Notes 2 and 16 to the consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2019 (the "Annual Report") for information regarding the restatement (the "Restatement") of prior period financial statements and a material weakness in internal control over financial reporting.

Table of Contents

Part I ‑ FINANCIAL INFORMATION

Item 1. Financial Statements

BRT APARTMENTS CORP. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Amounts in thousands, except per share data)


							March 31, 2021		December 31, 2020
		March 31, 2020 (unaudited)		December 31, 2019 (audited)			(unaudited)		(audited)
ASSETS	ASSETS					ASSETS
Real estate properties, net of accumulated depreciation and amortization of $25,655 and $24,094		$	168,451	$	169,689
Real estate properties, net of accumulated depreciation and amortization of $30,777 and $30,837						Real estate properties, net of accumulated depreciation and amortization of $30,777 and $30,837	$	142,078	$	160,192
Investments in unconsolidated joint ventures	Investments in unconsolidated joint ventures	185,946		177,071		Investments in unconsolidated joint ventures	164,248		169,474
Real estate loan		4,000		4,150

Cash and cash equivalents	Cash and cash equivalents	18,707		22,699		Cash and cash equivalents	19,406		19,885
Restricted cash	Restricted cash	10,243		9,719		Restricted cash	8,511		8,800
Other assets	Other assets	7,613		7,282		Other assets	6,910		7,390

Real estate property held for sale						Real estate property held for sale	16,800		0
Total Assets	Total Assets	$	394,960	$	390,610	Total Assets	$	357,953	$	365,741
LIABILITIES AND EQUITY	LIABILITIES AND EQUITY					LIABILITIES AND EQUITY
Liabilities:	Liabilities:					Liabilities:
Mortgages payable, net of deferred costs of $758 and $823		$	132,524	$	133,215
Junior subordinated notes, net of deferred costs of $332 and $337		37,068		37,063
Mortgages payable, net of deferred costs of $498 and $563						Mortgages payable, net of deferred costs of $498 and $563	$	129,698	$	130,434
Junior subordinated notes, net of deferred costs of $312 and $317						Junior subordinated notes, net of deferred costs of $312 and $317	37,088		37,083

Accounts payable and accrued liabilities	Accounts payable and accrued liabilities	22,642		20,772		Accounts payable and accrued liabilities	20,678		20,536
Total Liabilities (a)		192,234		191,050
Total Liabilities						Total Liabilities	187,464		188,053

Commitments and contingencies	Commitments and contingencies					Commitments and contingencies	0		0
Equity:	Equity:					Equity:
BRT Apartments Corp. stockholders' equity:	BRT Apartments Corp. stockholders' equity:					BRT Apartments Corp. stockholders' equity:
Preferred shares $.01 par value 2,000 shares authorized, none outstanding	Preferred shares $.01 par value 2,000 shares authorized, none outstanding	—		—		Preferred shares $.01 par value 2,000 shares authorized, none outstanding	0		0
Common stock, $.01 par value, 300,000 shares authorized;
16,432 and 15,638 shares outstanding		164		156
Common stock, $.01 par value, 300,000 shares authorized; 16,820 and 16,432 shares outstanding						Common stock, $.01 par value, 300,000 shares authorized; 16,820 and 16,432 shares outstanding	168		164
Additional paid-in capital	Additional paid-in capital	244,222		232,331		Additional paid-in capital	246,139		245,605
Accumulated other comprehensive loss	Accumulated other comprehensive loss	(30)		(10)		Accumulated other comprehensive loss	(15)		(19)
Accumulated deficit	Accumulated deficit	(41,477)		(32,824)		Accumulated deficit	(75,754)		(67,978)
Total BRT Apartments Corp. stockholders’ equity	Total BRT Apartments Corp. stockholders’ equity	202,879		199,653		Total BRT Apartments Corp. stockholders’ equity	170,538		177,772
Non-controlling interests	Non-controlling interests	(153)		(93)		Non-controlling interests	(49)		(84)
Total Equity	Total Equity	202,726		199,560		Total Equity	170,489		177,688
Total Liabilities and Equity	Total Liabilities and Equity	$	394,960	$	390,610	Total Liabilities and Equity	$	357,953	$	365,741

See accompanying notes to consolidated financial statements.

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BRT APARTMENTS CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(Dollars in ~~thousands)~~thousands, except per share data)


		Three Months Ended March 31,							Three Months Ended March 31,
		2020		2019			2021		2020
Revenues:	Revenues:					Revenues:
Rental revenue		$	6,745	$	6,886
Rental and other revenue from real estate properties						Rental and other revenue from real estate properties	$	7,095	$	6,745
Other income	Other income	179		244		Other income	4		179
Total revenues	Total revenues	6,924		7,130		Total revenues	7,099		6,924
Expenses:	Expenses:					Expenses:
Real estate operating expenses - including $8 and $39 to related parties		3,058		3,176
Real estate operating expenses - including $7 and $8 to related parties						Real estate operating expenses - including $7 and $8 to related parties	3,117		3,058
Interest expense	Interest expense	1,860		1,946		Interest expense	1,660		1,860
General and administrative - including $226 and $181 to related parties		3,367		2,544
General and administrative - including $172 and $226 to related parties						General and administrative - including $172 and $226 to related parties	3,114		3,367

Depreciation	Depreciation	1,561		1,547		Depreciation	1,537		1,561
Total expenses	Total expenses	9,846		9,213		Total expenses	9,428		9,846
Total revenues less total expenses	Total revenues less total expenses	(2,922)		(2,083)		Total revenues less total expenses	(2,329)		(2,922)
Equity in loss of unconsolidated joint ventures	Equity in loss of unconsolidated joint ventures	(1,815)		(2,068)		Equity in loss of unconsolidated joint ventures	(1,345)		(1,815)

Loss from continuing operations	Loss from continuing operations	(4,737)		(4,151)		Loss from continuing operations	(3,674)		(4,737)
Income tax provision	Income tax provision	62		62		Income tax provision	57		62
Net loss from continuing operations, net of taxes	Net loss from continuing operations, net of taxes	(4,799)		(4,213)		Net loss from continuing operations, net of taxes	(3,731)		(4,799)
Net loss attributable to non-controlling interests		(32)		(34)
Net income attributable to non-controlling interests						Net income attributable to non-controlling interests	(34)		(32)
Net loss attributable to common stockholders	Net loss attributable to common stockholders	$	(4,831)	$	(4,247)	Net loss attributable to common stockholders	$	(3,765)	$	(4,831)

Weighted average number of shares of common stock outstanding:	Weighted average number of shares of common stock outstanding:					Weighted average number of shares of common stock outstanding:
Basic	Basic	16,932,252		15,886,493		Basic	17,319,222		16,932,252
Diluted	Diluted	16,932,252		15,886,493		Diluted	17,319,222		16,932,252

Per share amounts attributable to common stockholders:	Per share amounts attributable to common stockholders:					Per share amounts attributable to common stockholders:
Basic	Basic	$	(0.29)	$	(0.27)	Basic	$	(0.22)	$	(0.29)
Diluted	Diluted	$	(0.29)	$	(0.27)	Diluted	$	(0.22)	$	(0.29)

See accompanying notes to consolidated financial statements.

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BRT APARTMENTS CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE ~~INCOME (LOSS)~~LOSS

(Unaudited)

(Dollars in thousands)

Three Months Ended
March 31,
2020 2019
Net loss $ (4,799) $ (4,213)
Other comprehensive loss:
Unrealized loss on derivative instruments (23) (9)
Other comprehensive loss (23) (9)
Comprehensive loss (4,822) (4,222)
Comprehensive income attributable to non-controlling interests (29) (32)
Comprehensive loss attributable to common stockholders $ (4,851) $ (4,254)


	Three Months Ended March 31,

	2021		2020
Net (loss)	$	(3,731)	$	(4,799)
Other comprehensive loss:
Unrealized income (loss) on derivative instruments	5		(23)
Other comprehensive income (loss)	5		(23)
Comprehensive loss	(3,726)		(4,822)
Comprehensive (income)loss attributable to non-controlling interests	(35)		(29)
Comprehensive loss attributable to common stockholders	$	(3,761)	$	(4,851)

See accompanying notes to consolidated financial statements.

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BRT APARTMENTS CORP. AND SUBSIDIARIES

CONSOLIDATED ~~STATEMENT~~STATEMENTS OF EQUITY

(Unaudited)

(Dollars in thousands, except per share data)

Common Stock Additional
Paid-In Capital Accumulated
Other Comprehensive Income Accumulated Deficit Non- Controlling Interest Total
Balances, December 31, 2019 $ 156 $ 232,331 $ (10) $ (32,824) $ (93) $ 199,560
Distributions - common stock - $0.22 per share — — — (3,822) — (3,822)
Restricted stock vesting 1 (1) — — — —
Compensation expense - restricted stock and restricted stock units — 438 — — — 438
Distributions to non-controlling interests — — — — (89) (89)
Shares issued through equity offering program, net 7 12,070 12,077
Shares repurchased — (616) (616)
Net loss — — — (4,831) 32 (4,799)
Other comprehensive loss — — (20) — (3) (23)
Comprehensive loss (4,822)
Balances, March 31, 2020 $ 164 $ 244,222 $ (30) $ (41,477) $ (153) $ 202,726


	Common Stock		Additional Paid-In Capital		Accumulated Other Comprehensive (Loss) income		Accumulated Deficit		Non- Controlling Interest		Total
Balances, December 31, 2020	$	164	$	245,605	$	(19)	$	(67,978)	$	(84)	$	177,688
Distributions - common stock - $0.22 per share	—		—		—		(4,011)		—		(4,011)
Restricted stock and restricted stock units vesting	4		(4)		—		—		—		0
Compensation expense - restricted stock and restricted stock units	—		538		—		—		—		538




Net (loss) income	—		—		—		(3,765)		34		(3,731)
Other comprehensive income	—		—		4		—		1		5
Comprehensive loss											(3,726)
Balances, March 31, 2021	$	168	$	246,139	$	(15)	$	(75,754)	$	(49)	$	170,489

Common Stock Additional
Paid-In Capital Accumulated
Other Comprehensive Income Accumulated Deficit Non- Controlling Interest Total
Balances, December 31, 2018 $ 150 $ 223,373 $ 9 $ (20,044) $ 331 $ 203,819
Distributions - common stock - $0.20 per share — — — (3,221) — (3,221)
Restricted stock vesting 2 (2) — — — —
Compensation expense - restricted stock and restricted stock units — 365 — — — 365
Distributions to non-controlling interests — — — — (46) (46)
Net income — — — (4,247) 34 (4,213)
Other comprehensive income — — (7) — (2) (9)
Comprehensive income (4,222)
Balances, March 31, 2019 $ 152 $ 223,736 $ 2 $ (27,512) $ 317 $ 196,695


	Common Stock		Additional Paid-In Capital		Accumulated Other Comprehensive (Loss) income		Accumulated Deficit		Non- Controlling Interest		Total
Balances, December 31, 2019	$	156	$	232,331	$	(10)	$	(32,824)	$	(93)	$	199,560
Distributions - common stock - $0.22 per share	—		—		—		(3,822)		—		(3,822)
Restricted stock vesting	1		(1)		—		—		—		0
Compensation expense - restricted stock and restricted stock units	—		438		—		—		—		438
Distributions to non-controlling interests	—		—		—		—		(89)		(89)
Shares issued through equity offering program, net	7		12,070		—		—		—		12,077
Shares repurchased	—		(616)								(616)
Net (loss) income	—		—		—		(4,831)		32		(4,799)
Other comprehensive loss	—		—		(20)		—		(3)		(23)
Comprehensive loss											(4,822)
Balances, March 31, 2020	$	164	$	244,222	$	(30)	$	(41,477)	$	(153)	$	202,726

See accompanying notes to consolidated financial ~~statements.~~

statements

Table of Contents

BRT APARTMENTS CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(Dollars in Thousands)


		Three Months Ended March 31,							Three Months Ended March 31,
		2020		2019			2021		2020
Cash flows from operating activities:	Cash flows from operating activities:					Cash flows from operating activities:
Net loss	Net loss	$	(4,799)	$	(4,213)	Net loss	$	(3,731)	$	(4,799)
Adjustments to reconcile net loss to net cash provided by operating activities:	Adjustments to reconcile net loss to net cash provided by operating activities:					Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation	Depreciation	1,561		1,547		Depreciation	1,537		1,561
Amortization of deferred financing costs	Amortization of deferred financing costs	70		73		Amortization of deferred financing costs	80		70
Amortization of restricted stock and restricted stock units	Amortization of restricted stock and restricted stock units	438		365		Amortization of restricted stock and restricted stock units	538		438
Equity in loss of unconsolidated joint ventures	Equity in loss of unconsolidated joint ventures	1,815		2,068		Equity in loss of unconsolidated joint ventures	1,345		1,815

Increases and decreases from changes in other assets and liabilities:	Increases and decreases from changes in other assets and liabilities:					Increases and decreases from changes in other assets and liabilities:

(Increase) decrease in deposits and escrows		(280)		690
Increase in other assets		(51)		(1,918)

Decrease (increase) in other assets						Decrease (increase) in other assets	470		(331)
Increase in accounts payable and accrued liabilities	Increase in accounts payable and accrued liabilities	1,803		1,704		Increase in accounts payable and accrued liabilities	(87)		1,803
Net cash provided by operating activities	Net cash provided by operating activities	557		316		Net cash provided by operating activities	152		557

Cash flows from investing activities:	Cash flows from investing activities:					Cash flows from investing activities:
Collections from real estate loan	Collections from real estate loan	150		150		Collections from real estate loan	0		150

Improvements to real estate properties	Improvements to real estate properties	(323)		(390)		Improvements to real estate properties	(223)		(323)

Distributions from unconsolidated joint ventures						Distributions from unconsolidated joint ventures	3,881		3,010

Distributions from unconsolidated joint ventures		3,010		4,101
Contributions to unconsolidated joint ventures	Contributions to unconsolidated joint ventures	(13,700)		(12,287)		Contributions to unconsolidated joint ventures	0		(13,700)
Net cash used in investing activities		(10,863)		(8,426)
Net cash provided by (used in) investing activities						Net cash provided by (used in) investing activities	3,658		(10,863)

Cash flows from financing activities:	Cash flows from financing activities:					Cash flows from financing activities:

Mortgage principal payments	Mortgage principal payments	(756)		(775)		Mortgage principal payments	(801)		(756)

Dividends paid	Dividends paid	(3,778)		(3,181)		Dividends paid	(3,777)		(3,778)

Distributions to non-controlling interests	Distributions to non-controlling interests	(89)		(46)		Distributions to non-controlling interests	0		(89)
Proceeds from the sale of common stock	Proceeds from the sale of common stock	12,077		—		Proceeds from the sale of common stock	0		12,077
Repurchase of shares of common stock	Repurchase of shares of common stock	(616)		—		Repurchase of shares of common stock	0		(616)
Net cash provided by (used in) financing activities		6,838		(4,002)
Net cash (used in) provided by financing activities						Net cash (used in) provided by financing activities	(4,578)		6,838

Net (decrease) increase in cash, cash equivalents and restricted cash		(3,468)		(12,112)
Net decrease in cash, cash equivalents and restricted cash						Net decrease in cash, cash equivalents and restricted cash	(768)		(3,468)
Cash, cash equivalents and restricted cash at beginning of period	Cash, cash equivalents and restricted cash at beginning of period	32,418		31,719		Cash, cash equivalents and restricted cash at beginning of period	28,685		32,418
Cash, cash equivalents and restricted cash at end of period	Cash, cash equivalents and restricted cash at end of period	$	28,950	$	19,607	Cash, cash equivalents and restricted cash at end of period	$	27,917	$	28,950

Supplemental disclosure of cash flow information:	Supplemental disclosure of cash flow information:					Supplemental disclosure of cash flow information:
Cash paid during the period for interest	Cash paid during the period for interest	$	1,810	$	1,863	Cash paid during the period for interest	$	1,587	$	1,810
Taxes paid		$	10	$	10

Cash paid for income taxes						Cash paid for income taxes	$	6	$	10
Reclassification of property to held for sale						Reclassification of property to held for sale	$	16,800	$	0

See accompanying notes to consolidated financial ~~statements.~~statements

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BRT APARTMENTS CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(Dollars in Thousands)


The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the consolidated balance sheets that sum to the total of the same such amounts shown in the consolidated statements of cash flows.

	March 31,
	2021		2020
Cash and cash equivalents	19,406		18,707
Restricted cash	8,511		10,243
Total cash, cash equivalents and restricted cash, shown in consolidated statement of cash flows	$	27,917	$	28,950

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BRT APARTMENTS CORP. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

March 31, ~~2020~~2021

Note 1 – Organization and Background

BRT Apartments Corp. (the "Company" or "BRT"), a Maryland corporation, owns and operates multi-family properties. The Company conducts its operations to qualify as a real estate investment trust, or REIT, for federal income tax purposes.

Generally, the multi-family properties are acquired with joint venture partners in transactions in which the Company contributes a significant portion of the equity. At March 31, ~~2020,~~2021, the Company: (a) wholly owns 8 multi-family properties located in 6 states with an aggregate of 1,880 units, and a carrying value of ~~$158,224,000;~~$152,317,000 (including $16,800,000 classified as held for sale); and (b) has interests, through unconsolidated entities, in 31 multi-family properties located in 9 states with an aggregate of 9,162 units ~~(including 741 units at 2 properties currently in lease-up)~~ and the carrying value of this net equity investment is ~~$185,863,000.~~$164,248,000. BRT's equity interests in these unconsolidated entities range from 32% to 90%. Most of the Company's properties are located in the Southeast United States and Texas.

The Company also owns and operates various other real estate assets. At March 31, ~~2020,~~2021, the carrying value of the other real estate assets was ~~$14,310,000, including a real estate loan of $4,000,000~~$6,617,000.

Note 2 – Basis of Preparation

The accompanying interim unaudited consolidated financial statements as of March 31, ~~2020,~~2021, and for the three months ended March 31, ~~2020~~2021 and ~~2019,~~2020, reflect all normal recurring adjustments which, in the opinion of management, are necessary for a fair presentation of the results for such interim periods. The results of operations for the three months ended March 31, ~~2020~~2021 and ~~2019,~~2020, are not necessarily indicative of the results for the full year. The consolidated audited balance sheet as of December 31, ~~2019,~~2020, has been derived from the audited financial statements at that date but does not include all the information and footnotes required by accounting principles generally accepted in the United States ("GAAP"). Accordingly, these unaudited statements should be read in conjunction with the Company's audited financial statements included in its Annual Report on Form 10-K for the year ended December 31, ~~2019,~~2020, as amended, filed with the Securities and Exchange Commission ("SEC") ~~on May 15, 2020, for complete financial statements.~~.

The consolidated financial statements include the accounts and operations of the Company and its ~~wholly owned~~wholly-owned subsidiaries.

The ~~joint venture that owns a property~~Company accounts for its investments in ~~Yonkers New York, was determined not to be a variable interest entity ("VIE") but is consolidated because the Company has controlling rights in such entity.~~

~~With respect to its~~ unconsolidated joint ventures ~~as (i)~~under the equity method of accounting. For each venture, the Company ~~is generally~~evaluated the ~~managing member but~~rights provided to each party in the venture to assess the consolidation of the venture. All investments in unconsolidated joint ventures have sufficient equity at risk to permit the entity to finance its activities without additional subordinated financial support and, as a group, the holders of the equity at risk have power through voting rights to direct the activities of these ventures. As a result, none of these joint ventures are variable interest entities ("VIEs"). Additionally, the Company does not exercise substantial operating control over these entities, orand therefore the ~~Company is not the managing member and (ii) such~~ entities are not ~~VIEs, the Company has determined that such~~consolidated. These investments are recorded initially at cost, as investments in unconsolidated joint ventures, ~~should be accounted~~and subsequently adjusted for ~~under the~~their share of equity ~~method of accounting for financial statement purposes.~~

in earnings, cash contributions and distributions. The distributions to each joint venture partner are determined pursuant to the applicable operating agreement and may not be pro-rata to the percentage equity interest each partner has in the applicable venture.

The joint venture that owns a property in Yonkers, New York, was determined not to be a VIE but is consolidated because the Company has controlling rights in such entity.

The preparation of the financial statements in conformity with ~~accounting principles generally accepted in the United States~~GAAP, requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements. Actual results could differ from those estimates. Substantially all of the Company's assets are comprised of multi- family real estate assets generally leased to tenants on a one-year basis. Therefore, the Company aggregates real estate assets for reporting purposes and operates in 1 reportable segment.

~~Certain items on the consolidated financial statements have been reclassified to conform with the current year's presentation.~~

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Note 3 - Equity

Equity Distribution Agreements

In November 2019, the Company entered into equity distribution agreements, as amended March 31, 2021, with 3 sales agents to sell up to an aggregate of $30,000,000 of its common stock from time-to-time in an at-the-market offering. During the ~~quarter~~three months ended March 31, 2020, the Company sold 694,298 shares for an aggregate sales price of $12,293,000, before commissions and fees of $185,000 and offering related expenses of $31,000. From the commencement of this program through March 31, ~~2020,~~2021, the Company has sold 806,261 shares for an aggregate sales price of $14,316,000 before commissions and fees of $314,000 and offering related expenses of $56,000. There were no shares sold subsequent to March 31, 2020.

Common Stock Dividend Distribution

The Company declared a quarterly cash ~~distributions~~distribution of $0.22 per share, payable on April 7, ~~2020 and July 9, 2020~~2021 to stockholders of record on March 24, ~~2020 and June 26, 2020, respectively.~~2021.

Stock Based Compensation

~~During the first quarter of 2020 , the~~The Company's ~~board of directors adopted, subject to stockholder approval, the~~ 2020 Incentive ~~Plan-this plan~~Plan permits the Company to grant: (i) stock options, restricted stock, restricted stock units, performance shares awards and any one or more of the foregoing, for up to a maximum of 1,000,000 shares; and (ii) cash settled dividend equivalent rights in tandem with the grant of restricted stock units and certain performance based awards.

The Company's 2018 Incentive Plan (the "2018 Plan") permits the Company to grant: (i) stock options, restricted stock, restricted stock units, performance share awards and any one or more of the foregoing, up to a maximum of 600,000 shares; and (ii) cash settled dividend equivalent rights in tandem with the grant of restricted stock units or certain performance based awards.

Restricted Stock Units

In June 2016, the Company issued restricted stock units (the "Units") to acquire up to 450,000 shares of common stock pursuant to the 2016 Amended and Restated Incentive Plan (the "2016 Incentive Plan"). The Units ~~entitle~~entitled the recipients, subject to continued service through the March 31, 2021 vesting date, to receive (i) the underlying shares if and to the extent certain performance and/or market conditions are satisfied at the vesting date, and (ii) an amount equal to the cash dividends (the "RSU Dividend Equivalents") paid from the grant date through the vesting date with respect to the shares of common stock underlying the Units if, when, and to the extent, the related Units ~~vest.~~vest . For financial statement purposes, because the Units ~~are~~were not participating securities, the shares underlying the Units are excluded in the outstanding shares reflected on the consolidated balance sheet and from the calculation of basic earnings per share. The shares underlying the Units are contingently issuable shares.

Expense is recognized over the ~~five-year~~five-year vesting period on the Units which the Company expects to vest. For each of the three months ended March 31, 2021 and 2020, ~~and 2019,~~respectively, the Company recorded ~~$35,000~~$37,000 and $35,000, respectively, of compensation expense related to the amortization of unearned compensation with respect to the Units. At

Subsequent to March 31, ~~2020 and December 31, 2019, $142,000 and $177,000 of compensation expense, respectively,~~2021, it was determined that the market conditions with respect to 250,000 shares underlying Units had been ~~deferred~~satisfied; such shares, with an aggregate market value of $4.2 million as of the vesting date, were issued and ~~will be charged~~an aggregate of $ 775,000 of RSU Dividend Equivalents was paid. It was also determined that the performance conditions with respect to ~~expense over~~200,000 shares underlying Units had not been satisfied; the ~~remaining vesting period.~~200,000 Units were forfeited.

Restricted Stock

In January ~~2020,~~2021, the Company granted ~~158,299~~156,774 shares of restricted stock pursuant to the ~~2018~~2020 Incentive Plan. As of March 31, ~~2020~~2021, an aggregate of ~~744,145~~763,369 shares of unvested restricted stock are outstanding pursuant to the 2020 Incentive Plan, the 2018 Incentive Plan (the "2018 Plan") and the 2016 Incentive Plan (the "2016 Plan"; and together with the ~~2012 Incentive Plan. NaN~~2018 Plan, the "Prior Plans"). No additional awards may be granted under the ~~2016 Incentive Plan and the 2012 Incentive Plan.~~Prior Plans. The shares of restricted stock vest five years from the date of grant and under specified circumstances, including a change in control, may vest earlier. For financial statement purposes, the restricted stock is not included in the outstanding shares shown on the consolidated balance sheets until they vest, but are included in the earnings per share computation.

For the three months ended March 31, ~~2020~~2021 and ~~2019,~~2020, the Company recorded ~~$403,000~~$501,000 and ~~$330,000,~~$403,000, respectively, of compensation expense related to the amortization of unearned compensation with respect to the restricted stock awards. At March 31, ~~2020~~2021 and December 31, ~~2019~~2020, ~~$5,689,000~~$6,304,000 and ~~$3,328,000~~$4,411,000 has been deferred as unearned compensation and will be

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charged to expense over the remaining vesting periods of these restricted stock awards. The weighted average remaining vesting period of these shares of restricted stock is 2.9 years.

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Stock Buyback

On September 12, 2019, the Board of Directors approved a repurchase plan authorizing the Company, effective as of October 1, 2019, to repurchase up to $5,000,000 of shares of common stock through September 30, 2021. During the three months ended March 31, 2021, the Company did 0t repurchase any shares. During the three months ended March 31, 2020, the Company repurchased 39,093 shares of common stock at an average market price of $15.76 for an aggregate cost of $616,000. ~~During the three months ended March 31, 2019, the Company did not repurchase any shares.~~

Per Share Data

Basic earnings (loss) per share is determined by dividing net income (loss) applicable to common stockholders for the applicable period by the weighted average number of shares of common stock outstanding during such period. The Units are excluded from the basic earnings per share calculation, as they are not participating securities. Diluted earnings per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into shares of common stock or resulted in the issuance of shares of common stock that share in the earnings of the Company. Diluted earnings per share is determined by dividing net income applicable to common stockholders for the applicable period by the weighted average number of shares of common stock deemed to be outstanding during such period. In calculating diluted earnings per share ~~the Company,~~ for the three months ended March 31, 2021 and 2020, ~~and~~ the ~~three months ended March 31, 2019,~~Company did 0t include any shares underlying the Units as their effect would have been anti-dilutive.

The following table sets forth the computation of basic and diluted earnings per share (dollars in thousands, except share amounts):


		Three Months Ended March 31,							Three Months Ended March 31,
		2020		2019			2021		2020
Numerator for basic and diluted earnings (loss) per share attributable to common stockholders:	Numerator for basic and diluted earnings (loss) per share attributable to common stockholders:					Numerator for basic and diluted earnings (loss) per share attributable to common stockholders:
Net loss attributable to common stockholders	Net loss attributable to common stockholders	$	(4,831)	$	(4,247)	Net loss attributable to common stockholders	$	(3,765)	$	(4,831)

Denominator:	Denominator:					Denominator:
Denominator for basic earnings per share—weighted average number of shares		16,932,252		15,886,493
Effect of diluted securities		—		—
Denominator for diluted earnings per share—adjusted weighted average number of shares and assumed conversions		16,932,252		15,886,493
Denominator for basic and diluted earnings per share—weighted average number of shares						Denominator for basic and diluted earnings per share—weighted average number of shares	17,319,222		16,932,252

Basic loss per share	Basic loss per share	$	(0.29)	$	(0.27)	Basic loss per share	$	(0.22)	$	(0.29)
Diluted loss per share	Diluted loss per share	$	(0.29)	$	(0.27)	Diluted loss per share	$	(0.22)	$	(0.29)

Note 4 - Leases

Lessor Accounting

The Company owns one commercial rental property which is leased to two tenants under operating leases with current expirations ranging from 2024 to 2028, with tenant options to extend or terminate the leases. Revenues from such leases are reported as rental income, net, and are comprised of (i) lease components, which includes fixed lease payments and (ii) non-lease components which includes reimbursements of property level operating expenses. The Company does not separate non-lease components from the related lease components, as the timing and pattern of transfer are the same, and accounts for the combined component in accordance with ASC 842.

Due to the impact of the COVID-19 pandemic, in 2020, concession agreements were entered into with the Company’s two commercial tenants. In accordance with the FASB Staff Q&A, Topics 842 and 840 - Accounting for Lease Concessions Related to the Effects of COVID-19 Pandemic, a lessor may make an accounting policy election to (i) not evaluate whether such COVID-19 pandemic related rent-relief is a lease modification under ASC 842 and (ii) treat each tenant rent deferral or forgiveness as if it were contemplated as part of the existing lease contract. The Company elected to apply this accounting policy to the 2 lease agreements, based on the type of concession provided to the tenant, where the revised cash flows are substantially the same or less than the original lease agreement. As a result, during the three months ended June 30, 2020, the Company issued total abatements of $75,000 for the 2tenants.

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Lessee Accounting

The Company is a lessee under a ground lease in Yonkers, NY which is classified as an operating lease. The ground lease expires September 30, 2024 and provides for 1 21-year renewal option. As of March 31, 2021, the remaining lease term, including the renewal option, is 24.5 years.

The Company is a lessee under a corporate office lease in Great Neck, New York, which is classified as an operating lease. The lease expires on December 31, 2031 and provides a 5-year renewal option. As of March 31, 2021, the remaining lease term, including renewal options deemed exercised, is 15.8 years.

As of March 31, 2021, the Company's Right of Use ("ROU") assets and lease liabilities were $2,719,000 and $2,767,000, respectively. As of December 31, 2020, the Company's ROU assets and lease liabilities were $2,652,000 and $2,674,000, respectively.

The discount rate applied to measure each ROU asset and lease liability is based on the Company’s incremental borrowing rate (“IBR”). The Company considers the general economic environment and its historical borrowing rate activity and factors in various financing and asset specific adjustments to ensure the IBR is appropriate to the intended use of the underlying lease. As the Company did not elect to apply the hindsight practical expedient, lease term assumptions determined under ASC 840 were carried forward and applied in calculating the lease liabilities recorded under ASC 842. The Company’s ground lease offers a renewal option which it assesses against relevant economic factors to determine whether it is reasonably certain of exercising or not exercising the option. Lease payments associated with renewal periods that the Company is reasonably certain will be exercised, if any, are included in the measurement of the corresponding lease liability and ROU asset.

Note 5 ‑ Real Estate Properties

Real estate properties, excluding a property held for sale, consist of the following (dollars in thousands):


		March 31, 2020		December 31, 2019			March 31, 2021		December 31, 2020
Land	Land	$	29,227	$	29,227	Land	$	23,317	$	25,585
Building	Building	154,854		154,854		Building	141,143		154,854
Building improvements	Building improvements	10,025		9,702		Building improvements	8,395		10,590
Real estate properties	Real estate properties	194,106		193,783		Real estate properties	172,855		191,029
Accumulated depreciation	Accumulated depreciation	(25,655)		(24,094)		Accumulated depreciation	(30,777)		(30,837)
Total real estate properties, net	Total real estate properties, net	$	168,451	$	169,689	Total real estate properties, net	$	142,078	$	160,192

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A summary of real estate ~~properties~~property owned, excluding a property held for sale, is as follows (dollars in thousands):


		December 31, 2019 Balance		Additions		Capitalized Costs and Improvements		Depreciation		Sales		March 31, 2020 Balance			December 31, 2020 Balance		Capitalized Costs and Improvements		Depreciation		Reclassified to Held for Sale		March 31, 2021 Balance
Multi-family	Multi-family	$	159,434	$	—	$	323	$	(1,534)	$	—	$	158,223	Multi-family	$	153,604	$	223	$	(1,509)	$	(16,800)	$	135,518
Land - Daytona, FL	Land - Daytona, FL	8,021		—		—		—		—		8,021		Land - Daytona, FL	4,379		0		0		0		4,379
Shopping centers/Retail - Yonkers, NY		2,234		—		—		(27)		—		2,207
Retail shopping center and other														Retail shopping center and other	2,209		0		(28)		0		2,181
Total real estate properties	Total real estate properties	$	169,689	$	—	$	323	$	(1,561)	$	—	$	168,451	Total real estate properties	$	160,192	$	223	$	(1,537)	$	(16,800)	$	142,078

Note 56 - ~~Acquisitions and Dispositions~~

~~Property Acquisitions~~

~~The table below provides information regarding the Company's acquisition of a multi-family property, through an unconsolidated joint venture, during the threemonths ended March 31, 2020 (dollars in thousands):~~

Location Purchase Date No. of Units Purchase Price Acquisition Mortgage Debt Initial BRT Equity Ownership Percentage Capitalized Acquisition Costs
Wilmington, North Carolina 2/20/2020 264 $ 38,000 $ 23,160 $ 13,700 80 % $ 459

The table below provides information regarding the Company's acquisition of a multi - family property,through an unconsolidated joint venture, during the three months ended March 31, 2019 (dollars in thousands):

Location Purchase Date No. of Units Purchase Price Acquisition Mortgage Debt Initial BRT Equity Ownership Percentage Capitalized Acquisition Costs
Kannapolis, North Carolina 3/12/2019 312 $ 48,065 $ 33,347 $ 11,231 65 % $ 559

~~Property Dispositions~~

~~The Company did not dispose of any real estate properties during the three months ended March 31, 2020 and 2019.~~

Impairment Charges

The Company reviews each real estate asset owned, including those held through investments in unconsolidated joint ventures, for impairment when there is an event or a change in circumstances indicating that the carrying amount may not be recoverable.

The Company measures and records impairment ~~losses,~~charges, and reduces the carrying value of owned properties, when indicators of impairment are present and the expected undiscounted cash flows related to those properties are less than their carrying amounts. For its unconsolidated joint venture investments, the Company measures and records impairment losses, and reduces the carrying value of the equity investment when indicators of impairment are present and the expected discounted cash flows related to the investment is less than the carrying value.

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In cases where the Company does not expect to recover its carrying ~~costs~~value on properties held for use, the Company reduces its carrying ~~costs~~value to fair value, and for properties held for sale, the Company reduces its carrying value to the fair value less costs to sell. During the three months ended March 31, ~~2020~~2021 and ~~2019,~~2020, 0 impairment charges were recorded.

Note 7 – Real Estate Property Held For Sale

In March 2021, the Company entered into a contract to sell Kendall Manor, a property located in Houston, TX, for $24,500,000 with a net book value of $16,800,000. The buyer's right to terminate the contract expired on March 17, 2021. At March 31, 2021, the Company reclassified the net book value of the property's land, building and building improvements as Property held-for-sale in the accompanying balance sheet. It is anticipated that the sale of this property will be completed in May 2021.

Note 68 - Restricted Cash

Restricted cash represents funds held for specific purposes and are therefore not available for general corporate purposes. The restricted cash reflected on the consolidated balance sheets represents funds that are held by ~~or on behalf of~~ the Company specifically for capital improvements at certain multi-family ~~properties.~~properties owned by unconsolidated joint ventures.

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Note 79 – Investment in Unconsolidated Ventures

At March 31, ~~2020~~2021 and December 31, ~~2019,~~2020, the Company ~~owns~~held interests in unconsolidated joint ventures (the "Unconsolidated Properties"), that own 31 ~~and 30~~ multi-family ~~properties, respectively (the "Unconsolidated Properties").~~properties. The condensed balance sheets below present information regarding such properties (dollars in thousands):


	March 31, 2021		December 31, 2020
ASSETS
Real estate properties, net of accumulated depreciation of $155,455 and $145,600	$	1,064,820	$	1,075,178
Cash and cash equivalents	14,900		16,939

Other assets	27,667		29,392
Total Assets	$	1,107,387	$	1,121,509

LIABILITIES AND EQUITY
Liabilities:
Mortgages payable, net of deferred costs of $5,311 and $5,537	$	828,591	$	829,646
Accounts payable and accrued liabilities	15,099		20,237
Total Liabilities	843,690		849,883
Commitments and contingencies	0		0
Equity:
Total unconsolidated joint venture equity	263,697		271,626
Total Liabilities and Equity	$	1,107,387	$	1,121,509

BRT's interest in joint venture equity	$	164,248	$	169,474

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March 31, 2020 December 31, 2019
ASSETS
Real estate properties, net of accumulated depreciation of $114,358 and $104,001 $ 1,102,025 $ 1,070,941
Cash and cash equivalents 12,717 12,804
Deposits and escrows 20,061 23,912
Other assets 4,791 4,136
Total Assets $ 1,139,594 $ 1,111,793
LIABILITIES AND EQUITY
Liabilities:
Mortgages payable, net of deferred costs of $5,847 and $5,839 $ 826,646 $ 803,289
Accounts payable and accrued liabilities 15,438 19,731
Total Liabilities 842,084 823,020
Commitments and contingencies
Equity:
Total unconsolidated joint venture equity 297,510 288,773
Total Liabilities and Equity $ 1,139,594 $ 1,111,793
Company equity interest of joint venture equity $ 185,946 $ 177,071

~~Real~~As of the indicated dates, real estate properties of our unconsolidated joint ventures consist of the following (dollars in thousands):


		March 31, 2020		December 31, 2019			March 31, 2021		December 31, 2020
Land	Land	$	148,341	$	144,136	Land	$	148,341	$	148,341
Building	Building	1,028,861		993,643		Building	1,027,979		1,029,739
Building improvements	Building improvements	39,181		37,163		Building improvements	43,955		42,698
Real estate properties	Real estate properties	1,216,383		1,174,942		Real estate properties	1,220,275		1,220,778
Accumulated depreciation	Accumulated depreciation	(114,358)		(104,001)		Accumulated depreciation	(155,455)		(145,600)
Total real estate properties, net	Total real estate properties, net	$	1,102,025	$	1,070,941	Total real estate properties, net	$	1,064,820	$	1,075,178

At March 31, 2021 and December 31, 2020, the weighted average interest rate on the mortgages payable is ~~4.06%~~3.96% and 3.96%, respectively, and the weighted average remaining term to maturity is ~~7.9 years.~~7.42 years and 7.67 years, respectively.

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The condensed income statement below presents information regarding the Unconsolidated Properties (dollars in thousands):


		Three Months Ended March 31,							Three Months Ended March 31,
		2020		2019			2021		2020
Revenues:	Revenues:					Revenues:
Rental and other revenue	Rental and other revenue	$	30,843	$	26,827	Rental and other revenue	$	32,672	$	30,843
Total revenues	Total revenues	30,843		26,827		Total revenues	32,672		30,843

Expenses:	Expenses:					Expenses:
Real estate operating expenses	Real estate operating expenses	14,532		13,096		Real estate operating expenses	15,703		14,532
Interest expense	Interest expense	8,757		7,906		Interest expense	8,522		8,757
Depreciation	Depreciation	10,357		9,189		Depreciation	10,385		10,357
Total expenses	Total expenses	33,646		30,191		Total expenses	34,610		33,646
Total revenues less total expenses	Total revenues less total expenses	(2,803)		(3,364)		Total revenues less total expenses	(1,938)		(2,803)
Other equity earnings						Other equity earnings	9		8
Impairment charges						Impairment charges	(2,323)		0

Insurance recoveries						Insurance recoveries	2,323		0

Net income from joint ventures		$	(2,803)	$	(3,364)
Net loss from joint ventures						Net loss from joint ventures	$	(1,929)	$	(2,795)

BRT equity in loss from joint ventures		$	(1,815)	$	(2,068)
BRT's equity in loss from joint ventures						BRT's equity in loss from joint ventures	$	(1,345)	$	(1,815)

During the three months ended March 31, 2021, we recognized $2,300,000 of impairment charges at three of our equity investments located in Texas due to storm damage and also recognized $2,300,000 of insurance recoveries related to the impairment charges resulting from the Texas ice storm damage. There were no comparable charges in the corresponding period of the prior year.

On April 20, 2021, the Company sold its joint venture interest in Anatole Apartments, a property located in Daytona Beach, FL. The Company will recognize a gain of approximately $2,200,000 on the sale in the quarter ending June 30, 2021.

On May 4, 2021, the Company purchased an additional 14.69% interest in Civic Center I and Civic Center II - Southaven, MS, from its existing joint venture partner for $6,031,000. After giving effect to this purchase, the Company owns 74.69% of the equity interest in these properties.

On May 7, 2021, the Company entered into an agreement to acquire the 41.9% interest owned by its joint venture partners in the entity that owns Bells Bluff, a 402-unit multi-family property located in West Nashville, TN. The purchase price for the interest, after giving effect to the joint venture partners' carried interest, is approximately $28,000,000, subject to working capital and certain other adjustments. After giving effect to this purchase, Bells Bluff will be wholly-owned by the Company.

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The completion of this purchase is subject to customary closing conditions, including the refinancing of the $47,200,000 floating rate (i.e., 2.975% at March 31, 2021) mortgage debt on the property.

Note 810 – Debt Obligations

Debt obligations consist of the following (dollars in thousands):


		March 31, 2020		December 31, 2019			March 31, 2021		December 31, 2020
Mortgages payable	Mortgages payable	$	133,282	$	134,038	Mortgages payable	$	130,196	$	130,997
Junior subordinated notes	Junior subordinated notes	37,400		37,400		Junior subordinated notes	37,400		37,400

Deferred financing costs	Deferred financing costs	(1,090)		(1,160)		Deferred financing costs	(810)		(880)
Total debt obligations, net of deferred costs	Total debt obligations, net of deferred costs	$	169,592	$	170,278	Total debt obligations, net of deferred costs	$	166,786	$	167,517

Mortgages Payable

The weighted average interest rate on the Company's ~~mortgage debt~~mortgages payable at March 31, ~~2020~~2021 was 4.15%. and the weighted average remaining term to maturity is 4.13 years. For the three months ended March 31, ~~2020~~2021 and ~~2019~~2020 interest expense, which includes amortization of deferred ~~fees,~~financing costs, was ~~$1,475,000~~$1,429,000 and ~~$1,500,000,~~$1,475,000, respectively.

Credit Facility

The ~~Company entered into a~~Company's credit facility ~~dated April 18, 2019, as amended from time-to-time,~~ with an affiliate of Valley National ~~Bank. The facility~~Bank, as amended and modified from time-to-time, allows the Company to borrow, subject to compliance with borrowing base requirements and other conditions, up to ~~$10,000,000~~$15,000,000 to facilitate the acquisition of multi-family properties and for working capital (including dividend payments) and operating expenses. The facility is secured by the cash available in certain cash accounts maintained by the Company at Valley National Bank, matures April ~~2021~~2023 and bears an adjustable interest rate of 50 basis points over the prime rate, with a floor of 5%4.25%. The interest rate in effect as of March 31, 2021 is 4.25%. For the three months ended March 31, 2021 and 2020, ~~is 5%.~~interest expense, which includes amortization of deferred financing costs and unused fees, was $17,000 and $15,000. Deferred financing costs of $2,000 and $12,000, are recorded in other assets on the Consolidated balance sheets at March 31, 2021 and December 31, 2020, respectively. There is an unused facility fee of 0.25% per annum on the difference between the outstanding loan balance and maximum amount then available under the facility. ~~On May 21, 2020, the Company borrowed $5,000,000 for working capital and operating expense purposes.~~

At March 31, ~~2020,~~2021, the Company is in compliance in all material respects with its obligation under the facility. At March 31, 2021 and April 30, 2021, there was 0 outstanding balance on the facility. ~~At June 1, 2020, the outstanding balance on the credit facility was $5,000,000.~~

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Junior Subordinated Notes

At March 31, ~~2020~~2021 and December 31, ~~2019,~~2020, the outstanding principal balance of the Company's junior subordinated notes ~~had an outstanding principal balance of~~was $37,400,000, before deferred financing costs of ~~$332,000~~$312,000 and ~~$337,000,~~$317,000, respectively. ~~At March 31, 2020, the~~The interest rate on the outstanding balance resets quarterly and is based on three ~~month~~months LIBOR + 2.00% ~~or 3.77%~~. The ~~interest~~ rate in effect ~~for the next payment period (April~~at March 31, 2021 and 2020 was or 2.21% and 3.77%, respectively. The notes mature April 30, ~~- July 30, 2020) is 2.76%~~2036.

The junior subordinated notes require interest - only payments through the maturity date of April 30, 2036, at which time repayment of the outstanding principal and unpaid interest become due. Interest expense for the three months ended March 31, ~~2020~~2021 and ~~2019,~~2020, which includes amortization of deferred financing costs, was ~~$370,000~~$214,000 and ~~$449,000,~~$370,000, respectively.

Note 911 – Related Party Transactions

The Company has retained certain of its executive officers and Fredric H. Gould, a director, among other things, to participate in the Company's multi-family property analysis and approval process (which includes service on an investment committee); provide investment advice; and provide long-term planning and consulting with executives and employees with respect to other business matters, as required. The aggregate fees incurred and paid for these services in each of the three months ended March 31, 2021 and 2020 ~~and 2019~~ were ~~$350,000 and $333,000, respectively.~~$350,000.

Management of certain properties owned by the Company and certain joint venture properties is provided by Majestic Property Management Corp. ("Majestic Property"), a company wholly owned by Fredric H. Gould. Certain of the Company's officers and directors are also officers and directors of Majestic Property. Majestic Property may also provide real estate

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brokerage and construction supervision services to these properties. These fees amounted to ~~$8,000~~$7,000 and $8,000 for the three months ended March 31, ~~2020~~2021 and ~~2019,~~2020, respectively.

~~The~~Pursuant to a shared services agreement between the Company ~~shares facilities, personnel~~and several affiliated entities, including Gould Investors

L.P., the owner and operator of a diversified portfolio of real estate and other ~~resources with~~assets, and One Liberty Properties, Inc., ~~Majestic Property, and Gould Investors L.P. Certain~~a NYSE

listed equity REIT, the (i) services of the ~~Company's~~part time personnel that perform certain executive, ~~officers and/or directors also serve in management positions,~~ administrative, legal, accounting

and ~~have ownership interests, in One Liberty, Majestic Property and/or Georgetown Partners Inc.,~~clerical functions and (ii) certain facilities and other resources, are provided to the ~~managing general partner of Gould Investors.~~Company. The allocation of expenses

for the facilities, personnel and other resources shared by, among others, the Company ~~One Liberty, Majestic Property~~ and Gould Investors, is computed in

accordance with ~~a shared services~~such agreement ~~by and among the Company and these entities~~ and is included in general and administrative expense on the consolidated statements of

operations. ~~For~~During the three months ended March 31, 2021 and 2020, ~~and 2019, net~~respectively, allocated general and administrative expenses reimbursed by the Company to Gould Investors pursuant to the shared services agreement aggregated $172,000 and $226,000, respectively. Fredric H. Gould is executive officer and ~~$142,000, respectively.~~sole stockholder of Georgetown Partners, Inc., the managing general partner of Gould Investors L.P.("Gould Investors"). Mr Gould is also the vice chairman of the board of directors of One Liberty Properties and certain of the Company's officers and directors are also officers or directors of One Liberty Properties and Georgetown Partners.

Management of two of the Company's multi-family properties, which were sold in July 2019, were performed by its joint venture partners or their affiliates, none of which are otherwise related to the Company. These management fees amounted to $32,000 in the three months ended March 31, 2019.

Note 1012 – Fair Value ~~of Financial Instruments~~Measurements

Financial Instruments Not Carried at Fair Value

The following methods and assumptions were used to estimate the fair value of each class of financial instruments that are not recorded at fair value on the consolidated balance sheets:

Cash and cash equivalents, restricted cash, accounts receivable (included in other assets), accounts payable and accrued liabilities: The carrying amounts reported in the balance sheets for these instruments approximate their fair value due to the short term nature of these accounts.

Junior subordinated notes: At March 31, ~~2020~~2021 and December 31, ~~2019,~~2020, the estimated fair value of the notes is lower than their carrying value by approximately ~~$9,915,000~~$8,596,000 and ~~$9,589,000,~~$8,670,000, respectively, based on a market interest rate of ~~5.95%~~4.19% and ~~6.41%~~4.22%, respectively.

~~Credit facility: At March 31, 2020, and December 31, 2019, the estimated fair value of the credit facility is equal to its carrying value.~~

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Mortgages payable: At March 31, ~~2020,~~2021, the estimated fair value of the Company’s mortgages payable is greater than their carrying value by approximately ~~$6,504,000,~~$265,000, assuming market interest rates between ~~2.70%~~3.43% and ~~3.05% and at~~4.09%. At December 31, ~~2019,~~2020, the estimated fair value of the Company's mortgages payable was ~~lower~~greater than their carrying value by approximately ~~$321,000~~$3,831,000, assuming market interest rates between ~~3.89%~~2.87% and ~~4.33%~~3.28%. Market interest rates were determined using rates which the Company believes reflects institutional lender yield requirements at the balance sheet dates.

Considerable judgment is necessary to interpret market data and develop estimated fair value. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair ~~value assumptions.~~value.

Financial Instruments Carried at Fair Value

The Company’s fair value measurements are based on the assumptions that market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, there is a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity and the reporting entity’s own assumptions about market participant assumptions. Level 1 assets/liabilities are valued based on quoted prices for identical instruments in active markets, Level 2 assets/liabilities are valued based on quoted prices in active markets for similar instruments, on quoted prices in less active or inactive markets, or on other “observable” market inputs, and Level 3 assets/liabilities are valued based significantly on “unobservable” market inputs. The Company does not currently own any financial instruments that are classified as Level 3.

Set forth below is information regarding the Company’s financial assets and liabilities measured at fair value as of March 31, 2021 (dollars in thousands):


	Carrying and Fair Value		Fair Value Measurements Using Fair Value Hierarchy
			Level 1		Level 2		Level 3





Financial Liabilities:
Interest rate swap	$	18	$	0	$	18	$	0

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Set forth below is information regarding the Company’s financial assets and liabilities measured at fair value as of December 31, 2020 (dollars in thousands):


		Carrying and Fair Value		Fair Value Measurements Using Fair Value Hierarchy								Carrying and Fair Value			Fair Value Measurements Using Fair Value Hierarchy
					Level 1			Level 2			Carrying and Fair Value			Level 1			Level 2		Level 3

Financial Liabilities:	Financial Liabilities:							Financial Liabilities:
Interest rate swap	Interest rate swap	$	35	—		$	35	Interest rate swap	$	23		$	0		$	23	$	0

Derivative financial instruments: Fair values are approximated using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of the derivatives. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves, ~~foreign exchange rates,~~ and implied volatilities. At March 31, 2021 and December 31, 2020, ~~these derivatives are~~this derivative is included in other liabilities on the consolidated balance sheet.

Although the Company has determined that the majority of the inputs used to value its ~~derivatives~~derivative fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with ~~them~~it utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by itself and its counterparties. As of March 31, 2021 and December 31, 2020, the Company assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative position and determined that the credit valuation adjustments are not significant to the overall valuation of its ~~derivatives.~~derivative. As a result, the Company determined that its ~~derivatives~~derivative valuation is classified in Level 2 of the fair value hierarchy.

Note 1113 – Derivative Financial Instruments

Cash Flow Hedges of Interest Rate Risk

The Company's objective in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish this objective, the Company primarily uses interest rate swaps as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount.

The changes in the fair value of derivatives designated and that qualify as cash flow hedges is recorded in Accumulated Other Comprehensive ~~Income~~(Loss) income and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings.

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As of March 31, ~~2020,~~2021, the Company had the following outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk (dollars in thousands):

Interest Rate Derivative

Current Notional Amount

Fixed Rate

Maturity

Interest Rate Derivative

Current Notional Amount

Fixed Rate

Maturity

Interest rate swap

1,138

5.25

April 1, 2022

Interest rate swap

1,001

5.25

April 1, 2022

~~Non-designated Derivatives~~

Derivatives not designated as hedges are not speculative and are used to manage the Company's exposure to interest rate movements and other identified risks but do not meet the strict hedge accounting requirements. Changes in the fair value of derivatives not designated in hedging relationships are recorded directly in earnings. At March 31, 2020, the Company did not have any outstanding derivatives that were not designated as hedges in qualifying hedging relationships.

The table below presents the fair value of the Company’s derivative financial instruments as well as its classification on the consolidated balance sheets as of the dates indicated (dollars in thousands):

Derivatives as of:

March 31, 2020

December 31, 2019

March 31, 2021

December 31, 2020

Balance Sheet Location

Fair Value

Balance Sheet Location

Fair Value

Balance Sheet Location

Fair Value

Balance Sheet Location

Fair Value

Other Assets

—

Other Assets

—

Accounts payable and accrued liabilities

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The following table presents the effect of the Company’s interest rate swaps on the consolidated statements of comprehensive income (loss) ~~income~~ for the dates indicated (dollars in thousands):


		Three Months Ended March 31,							Three Months Ended March 31,
		2020		2019			2021		2020
Amount of (loss) gain recognized on derivative in Other Comprehensive Income	Amount of (loss) gain recognized on derivative in Other Comprehensive Income	$	(24)	$	(9)	Amount of (loss) gain recognized on derivative in Other Comprehensive Income	$	0	$	(24)
Amount of (loss) gain reclassified from Accumulated Other Comprehensive Income into Interest expense	Amount of (loss) gain reclassified from Accumulated Other Comprehensive Income into Interest expense	$	(1)	$	1	Amount of (loss) gain reclassified from Accumulated Other Comprehensive Income into Interest expense	$	(5)	$	(1)
Total amount of Interest expense presented in the Consolidated Statement of Operations		$	1,860	$	1,946
Total amount of Interest expense presented in the Consolidated Statements of Operations						Total amount of Interest expense presented in the Consolidated Statements of Operations	$	1,660	$	1,860

The Company estimates an additional ~~$19,000~~$18,000 will be reclassified from other comprehensive loss as ~~a decrease~~an increase to interest expense over the next twelve months.

Credit-risk-related Contingent Features

The agreement between the Company and its derivative counterparties provides that if the Company defaults on any of its indebtedness, including default where repayment of the indebtedness has not been accelerated by the lender, the Company could be declared in default on its derivative obligations.

As of March 31, 2021 and December 31, 2020, the fair value of derivatives in a net liability position including interest but excluding any adjustment for nonperformance risk related to these agreements was $20,000 and $25,000, respectively. As of March 31, 2021 and December 31, 2020, the Company has not posted any collateral related to this agreement and was not in breach of any agreement provisions. If the Company had breached any of these provisions, it could have been required to settle it obligations under the agreement termination value of $20,000 and $25,000, at March 31, 2021 and December 31, 2020 respectively.

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Note 1214 – New Accounting Pronouncements

In ~~February 2016,~~March 2020, the ~~FASB~~Financial Accounting Standard Board issued ASU ~~2016-02,~~ ~~Leases~~2020-04, Reference Rate Reform (Topic 848). ASU ~~2016-02 supersedes~~2020-04 contains practical expedients for reference rate reform related activities that impact debt, lease, derivatives and other contracts. This guidance in ASU 2020-04 is optional and may be elected over time as reference rate reform activities occur. During the ~~current~~first quarter of 2020, the Company has elected to apply hedge accounting expedients related to probability and the assessments of effectiveness for ~~leases~~future LIBOR-indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives. Application of these expedients preserves the presentation of derivatives consistent with past presentation. The Company continues to evaluate the impact of the guidance and ~~while retaining two distinct types of leases, finance and operating, and requires lessees to recognize most leases on their balance sheets and makes targeted~~may apply other elections as applicable as additional changes ~~to lessor accounting. Further,~~ in ~~July~~the market occur.

In August 2018, the FASB issued ASU ~~2018-11, Leases (Topic 842): Targeted Improvements.~~2018-13, Disclosure Framework — Changes to the Disclosure Requirements for Fair Value Measurement, which removes, modifies, and adds certain disclosure requirements related to fair value measurements in ASC Topic 820. This amendment provides a new practical expedient that allows lessors, by class of underlying asset, to avoid separating lease and associated non-lease components within a contract if the following criteria are met: (i) the timing and pattern of transfer for the non-lease component and the associated lease component are the same, and (ii) the stand-alone lease component would be classified as an operating lease if accounted for separately. ASU 2016-02guidance is effective for public companies in fiscal years beginning after December 15, ~~2018 and~~2019, with early adoption is permitted. The Company adopted this ~~standard~~guidance effective January 1, 2019, and its adoption did not have a material effect on the consolidated financial statements. As a lessor, the adoption of ASU 2016-02 (as amended by subsequent ASUs) did not change the timing of revenue recognition of the Company’s rental revenues. As a lessee, the Company is party to a ground lease, and an operating lease with future payment obligations for which the Company recorded right-of-use assets and lease liabilities at the present value of the remaining minimum rental payments upon adoption of this standard.

~~In August 2017, the FASB issued ASU 2017-12,~~ ~~Derivatives and Hedging: Targeted Improvements to Accounting for Hedging Activities~~. The update better aligns a company’s financial reporting for hedging activities with the economic objectives of those activities. ASU 2017-12 is effective for fiscal years beginning after December 15, 2018, with early adoption, including adoption in an interim period, permitted. The Company adopted this standard effective January 1, 2019.2020. The adoption of this guidance did not have a material effect on the consolidated financial statements.

In June 2018, the FASB issued ASU 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to

Nonemployee Share-Based Payment Accounting. This update provides specific guidance for transactions for acquiring goods

and services from nonemployees and specifies that Topic 718 applies to all share-based payment transactions in which a grantor acquires goods or services to be used or consumed in a grantor’s own operations by issuing share-based payment awards. The amendments also clarify that Topic 718 does not apply to share-based payments used to effectively provide (i) financing to the issuer or (ii) awards granted in conjunction with selling goods or services to customers as part of a contract accounted for under ASC Topic 606, Revenue from Contracts with Customers. The Company adopted this guidance effective January 1, 2020. The adoption of this guidance did not have a material effect on the consolidated financial statements.

In ~~August 2018,~~February 2016, the FASB issued ASU ~~2018-13,~~2016-13, Measurement of Credit Losses on Financial Instruments ~~Disclosure Framework — Changes to~~(“ASU 2016-13”) establishing ASC Topic 326, Financial Instruments - Credit Losses (“ASC 326”), as amended by subsequent ASUs on the ~~Disclosure Requirements~~topic. ASU 2016-13 changes how entities will account for ~~Fair Value Measurement, which removes, modifies,~~credit losses for most financial assets and ~~adds~~ certain ~~disclosure requirements related to~~other instruments that are not measured at fair value ~~measurements in ASC Topic 820. This~~through net income. The guidance replaces the current “incurred loss” model with an “expected loss” model that requires consideration of a broader range of information to estimate expected credit losses over the lifetime of the financial asset. ASU 2016-13 is effective for ~~public companies~~interim and annual reporting periods in fiscal years beginning after December 15, 2019, with early adoption permitted. The Company adopted this guidance effective January 1, 2020. The adoption of this guidance did not have a material effect on the consolidated financial statements.

~~In October 2018, the FASB issued ASU 2018-16, (Topic 815):~~ ~~Inclusion of the Secured Overnight Financing Rate (SOFR) Overnight Index Swap (OIS) as a Benchmark Interest Rate for Hedging Purposes~~. The amendments in this update permit the OIS rate based on SOFR as an eligible benchmark interest rate. The amendments in this update are effective for fiscal years beginning after December 15, 2018. The Company adopted this guidance on January 1, 2019. The Company does not believe this guidance will have a material effect on its consolidated financial statements.

In March 2020, the Financial Accounting Standard Board issued ASU 2020-04, Reference Rate Reform (Topic 848). ASU 2020-04 contains practical expedients for reference rate reform related activities that impact debt, lease, derivatives and other contracts. This guidance in ASU 2020-04 is optional and may be elected over time as reference rate reform activities occur. During the first quarter of 2020, the Company has elected to apply hedge accounting expedients related to probability and the assessments of effectiveness for future LIBOR-indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives. Application of these expedients preserves the presentation of derivatives consistent with past presentation. The Company continues to evaluate the impact of the guidance and may apply other elections as applicable as additional changes in the market occur.

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beginning after December 15, 2022. We are currently evaluating the impact of the adoption of ASU 2016-13 on our consolidated financial statements.

Note 1315 – Subsequent Events

Subsequent events have been evaluated and any significant events, relative to our consolidated financial statements as of March 31, ~~2020,~~2021, that warrant additional disclosure, have been included in the notes to the consolidated financial statements.

~~The Company is presented with the risks presented by the novel coronavirus or COVID-19, which has spread and may~~

~~continue to spread, to markets in which it operates. The ultimate extent of the impact of the pandemic on the Company’s~~

~~business, financial condition, liquidity, results of operations and prospects will depend on future developments, which are~~

~~highly uncertain and cannot be predicted with confidence, including the duration, the severity of, and the actions taken to~~

control, the pandemic, and the short-term and long-term economic impact thereof. As a result of the pandemic the Company granted 2 commercial tenants rent abatements aggregating $75,000 for the quarter ending June 30, 2020.

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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Cautionary Statement Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q (the "Quarterly Report"), together with other statements and information publicly disseminated by us, contains 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.~~amended ("the Exchange Act"). 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 purposes of complying with these safe harbor provisions. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends concerning matters that are not historical facts. Forward looking statements are generally identifiable by use of words such as "may," "will," "will likely result," "shall," "should," "could," "believe," "expect," "intend," "anticipate," "estimate," "project" or similar expressions or variations thereof.

Forward-looking statements contained in this Quarterly Report are based on our beliefs, assumptions and expectations of our future performance taking into account all information currently available to us. These beliefs, assumptions and expectations can change as a result of many possible events or factors, not all of which are known to us or within our control, and which could materially affect actual results, performance or achievements. Factors which may cause actual results to vary from our forward-looking statements include, but are not limited to:

•the impact of the COVID-19 pandemic;

•general economic and business conditions, including those currently affecting our nation’s economy and real estate markets;

•the availability of, and costs associated with, sources of capital and liquidity;

•accessibility of debt and equity capital markets;

•general and local real estate conditions, including any changes in the value of our real estate;

•changes in Federal, state and local governmental laws and regulations, including laws and regulations relating to taxes and real estate and related investments;

•the level and volatility of interest rates;

•our acquisition strategy, which may not produce the cash flows or income expected;

•the competitive environment in which we operate, including competition that could adversely affect our ability to acquire properties and/or limit our ability to lease apartments or increase or maintain rental income;

•a limited number of multi-family property acquisition opportunities acceptable to us;

•our multi-family properties are concentrated in the Southeastern United States and Texas, which makes us more susceptible to adverse developments in those markets;

•risks associated with our strategy of acquiring value-add multi-family properties, which involves greater risks than more conservative strategies;

•the condition of Fannie Mae or Freddie Mac, which could adversely impact us;

•our failure to comply with laws, including those requiring access to our properties by disabled persons, which could result in substantial costs;

•insufficient cash flows, which could limit our ability to make required payments on our debt obligations;

•our ability and the ability of our joint venture partners to maintain compliance with the covenants contained in our and our joint venture partners' debt facilities and debt instruments;

•impairment in the value of real estate we own;

•failure of property managers to properly manage properties;

•disagreements with, or misconduct by, joint venture partners;

•decreased rental rates or increasing vacancy rates;

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•our ability to lease units in newly acquired or newly constructed multi-family properties;

•potential defaults on or non-renewal of leases by tenants;

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•creditworthiness of tenants;

•our ability to ~~obtain financing for acquisitions;~~evaluate, finance, complete and integrate acquisitions, including the acquisition of the Remaing Interest (as defined), successfully;

•development and acquisition risks, including rising or unanticipated costs and failure of such acquisitions and developments to perform in accordance with projections;

•the timing of acquisitions and dispositions;

•our ability to reinvest the net proceeds of dispositions into more, or as favorable, acquisition opportunities;

•potential natural disasters such as hurricanes, tornadoes and floods;

•board determinations as to timing and payment of dividends, if any, and our ability or willingness to pay future dividends;

•financing risks, including the risks that our cash flows from operations may be insufficient to meet required debt service obligations and we may be unable to refinance our existing debt upon maturity or obtain new financing on attractive terms or at all;

•lack of or insufficient amounts of insurance to cover, among other things, losses from catastrophes;

•our ability to maintain our qualification as a REIT;

•possible environmental liabilities, including costs, fines or penalties that may be incurred due to necessary remediation of contamination of properties presently owned or previously owned by us or a subsidiary owned by us or acquired by us;

•our dependence on information systems;

•risks associated with breaches of our ~~data security;~~or our joint venture partners' information technology systems;

•failure to comply with the provisions and covenants and coverage ratios in our debt instruments;

•risks associated with the stock ownership restrictions of the Code for REITs and the stock ownership limit imposed by our charter;

•increases in real estate taxes at properties we acquire due to such acquisitions or other factors;

•the ~~impact of the COVID-19 pandemic;~~

•the review, and any required response thereto, if any, arising out of the restatements set forth in, and the material weakness in internal control over financial reporting described in, our Annual Report, of our financial statements, accounting, accounting policies and internal control or financial reporting;

•~~the discovery of any additional adjustments, in addition to those described in our Annual Report; and~~

•~~the~~ other factors described in this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K for the year ended December 31, 2020,as amended (the "Annual Report"), including those factors set forth, under the sections of such reports, as applicable, ~~under the captions~~entitled "Risk Factors," "Business," and "Management's Discussion and Analysis of Financial Condition and Results of Operations".

We caution you not to place undue reliance on forward-looking statements, which speak only as of the date of this Quarterly Report. Except to the extent otherwise required by applicable law or regulation, we undertake no obligation to update these forward-looking statements to reflect events or circumstances after the date of the filing of this Quarterly Report or to reflect the occurrence of unanticipated events.

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Overview

~~General~~

We are an internally managed real estate investment trust, also known as a REIT, that is focused on the ownership, and operation of multi-family properties. These properties derive revenue from tenant rental payments. Generally, these properties are owned by unconsolidated joint ventures in which we contributed ~~65%~~32% to ~~80%~~90% of the equity. At March 31, ~~2020,~~2021, we: (i) wholly own eight multi-family properties located in six states with an aggregate of 1,880 units and a carrying value of ~~$158.2~~$152.3 million; and (ii) have ownership interests, through unconsolidated entities, in 31 multi-family properties located in nine states with 9,162 units ~~(including 741 units at two properties in lease-up)~~ - the carrying value of our net equity investment therein is ~~$185.9~~$164.2 million. ~~Most~~These 39 properties are located in 11 states; most of our properties are located in the southeast United States and Texas. See- "Off Balance Sheet Arrangements" for information regarding the contributions of our unconsolidated subsidiaries and our reliance upon the cash flow and liquidity provided by such subsidiaries.

As used herein, the term "same store properties" refers to operating properties that were owned for the entirety of the periods being presented. For the three months ended March 31, ~~2020~~2021 and ~~2019,~~2020, there were ~~seven~~eight same store properties.

~~Acquisition During the Three Months Ended March 31, 2020~~

On February 20, 2020, through an unconsolidated joint venture, we acquired an 80% interest in a 264 unit multi-family property located in Wilmington, NC. The purchase price of this property was $38.0 million, including assumed mortgage debt of $23.2 million and $17.1 million of equity. We contributed $13.7 million of the equity.

~~ATM Activity~~

~~In the quarter ended to March 31, 2020, we sold 694,298 shares of common stock for an aggregate sales price $12.3 million before commissions, fees and offering related expenses of $215,000.~~

~~Share Buyback~~

~~In the quarter ended March 31, 2020, we repurchased 39,093 shares of common stock at a weighted average price of $15.76 per unit or $616,000.~~

Challenges and Uncertainties Presented by COVID-19

~~We are facing challenges resulting from the outbreak of the COVID-19 pandemic.~~ While the nation-wide economic hardships resulting from the responses to the pandemic did not have a material impact on our results of operations for the ~~quarter~~three months ended March 31, 2020, and for April, May and through June 15, 2020, we collected 98%, 98% and 95% of amounts billed to tenants (which includes rent and certain ancillary charges) at multi-family properties owned by consolidated and unconsolidated joint ventures (though such results are not necessarily indicative of future collections),2021, the pandemic, among other things, may adversely affect the ability of our residents to pay rent (due to furloughs, layoffs and/or the expiration of, or reduction in, unemployment benefits) and as a result, our ability to pay dividends and/or the debt service on our mortgages. ~~Residents at several properties(e.g.,~~ ~~Silvana Oaks Apartments-N. Charleston, SC and Crestmont at Thornblade-Greenville, SC., are employed by significant manufacturers(e.g.,~~ ~~Boeing and BMW) and residents at other properties(e.g.,~~ Parkway Grande-San Marcos, TX and Chatham Court and Reflections-Dallas, TX) are students at nearby colleges or universities. Reductions in employment at these or other employers or changes to the programs offered at these or other educational institutions will make it more difficult for those residents to pay rent. The pandemic may also (i) require us to incur additional real estate operating expenses to maintain our properties and promote the health and safety of our residents, (ii) result in reduced revenues due to rent accommodations offered to current or prospective tenants, (iii) limit our ability to market our properties to prospective tenants, and delay efforts to implement value add programs and acquire or dispose of properties. The governmental response to the pandemic has resulted in further legislation regulating our relationships with our residents, including limitations on our ability to exercise various remedies with respect to residents that do not pay rent or other charges and may result in legislation limiting the rents we can charge or collect. The ultimate extent of the impact of the pandemic on our business, financial condition, liquidity, results of operations and prospects will depend on future developments, which are highly uncertain and cannot be predicted with confidence.

Recent Developments

In February 2021, three of our unconsolidated joint venture properties located in Texas (i.e., Verandas at Shavano, Verandas at Alamo and The Woodland) sustained damage from several winter storms. As a result, each of these properties recorded impairment charges, of which BRT's proportionate share is $1.7 million, representing the net book value of the assets damaged. We anticipate that the cost to replace the damaged property and the lost rents will be covered by insurance and the properties have recorded insurance recoveries in an amount equal to the impairment charges.

On March 3, 2021, we entered into an agreement to sell Kendall Manor - Houston, TX, a wholly-owned property, to an unrelated third party for approximately $24.5 million and anticipate the transaction will close in May 2021. We estimate that during the quarter ending June 30, 2021, we will recognize a gain on the sale of this property of approximately $7.4 million. During the quarter ended March 31, 2021, our rental revenues, operating expenses, interest expense and depreciation expense associated with this property were $739,000, $456,000, $164,000 and $123,000, respectively.

Effective as of April 1, 2021, we and VNB New York, LLC, an affiliate of Valley National Bank, entered into a modification agreement with respect to our credit facility. The modification (i) increased the amount we are permitted to borrow, subject to compliance with borrowing base requirements and other conditions, from $10 million to $15 million, (ii) extended the term of the facility from April 18, 2021 to April 18, 2023 and (iii) increased the number of wholly-owned properties we are required to own from three to four and modified certain requirements with respect to such properties.

On April 20, 2021, we completed the sale of our 80% interest in Anatole Apartments - Daytona Beach, FL, to our joint venture partner, for $7.5 million. We estimate that during the quarter ending June 30, 2021, we will recognize a gain on sale of our partnership interest of $2.2 million from such sale.

On May 4, 2021, we purchased an additional 14.69% interest in Civic Center I and Civic Center II - Southaven, MS, from our joint venture partner for $6.0 million. After giving effect to such purchase, we own 74.69% of the venture that owns this property.

On May 7, 2021, we entered into an agreement to acquire the 41.9% interest (the “Remaining Interest”) owned by our joint venture partners in the entity that owns Bells Bluff, a 402-unit multi-family property located in West Nashville, TN. If we acquire the Remaining Interest, Bells Bluff will be wholly-owned by us. The purchase price for the Remaining Interest, after giving effect to our partners’ carried interest, is approximately $28 million, subject to working capital and certain other adjustments. We anticipate that this purchase will be completed in the summer of 2021. The completion of this purchase is subject to customary closing conditions, including the refinancing of the $47.2 million floating rate (i.e., 2.975% at March 31, 2021) mortgage debt on the property. See Part II, Item 5. "Other Information"

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We can provide no assurance that the Kendall Manor and Bells Bluff transactions will be completed.

Results of Operations – Three months ended March 31, ~~2020~~2021 compared to three months ended March 31, ~~2019.~~2020.

Revenues

The following table compares our revenues for the periods indicated:


		Three Months Ended March 31,										Three Months Ended March 31,
(Dollars in thousands):	(Dollars in thousands):	2020		2019		Increase (Decrease)		% Change	(Dollars in thousands):	2021		2020		Increase (Decrease)		% Change
Rental revenue	Rental revenue	$	6,745	$	6,886	$	(141)	(2.0)	Rental revenue	$	7,095	$	6,745	$	350	5.2
Other income	Other income	179		244		(65)		(26.6)	Other income	4		179		(175)		(97.8)
Total revenues	Total revenues	$	6,924	$	7,130	$	(206)	(2.9)	Total revenues	$	7,099	$	6,924	$	175	2.5

Rental revenue

The ~~decrease~~increase is primarily due ~~primarily to the inclusion, in the corresponding period of the prior year, of $1.0 million from two properties that were sold in July 2019 (the "Sold Properties").~~

~~Offsetting this decrease are increases of:~~to:

•$640,000 due to the inclusion of revenues from a multi-family property at which we bought out the interests of our joint venture partner in October 2019 (the "Partner Buyout") and which is now wholly owned by us, and

•~~$248,000~~176,000 from same store properties due ~~primarily~~to an increase in average rental rates,

•$ 96,000 from same store properties due to ~~rental rate increases.~~an increase in occupancy, and

•$83,000 from same store properties due to an increase in ancillary income (e.g., late fees, utility reimbursements, etc).

Other income

The decrease is due to the inclusion, in the three months ended March 31, 2020, of the interest that was collected on the Newark loan receivable. This loan was sold on September 30, 2020.

Expenses

The following table compares our expenses for the periods indicated:


		Three Months Ended March 31,											Three Months Ended March 31,
(Dollars in thousands)	(Dollars in thousands)	2020		2019		Increase (Decrease)		% Change		(Dollars in thousands)	2021		2020		Increase (Decrease)		% Change
Real estate operating expenses	Real estate operating expenses	$	3,058	$	3,176	$	(118)	(3.7)	%	Real estate operating expenses	$	3,117	$	3,058	$	59	1.9
Interest expense	Interest expense	1,860		1,946		(86)		(4.4)	%	Interest expense	1,660		1,860		(200)		(10.8)
General and administrative	General and administrative	3,367		2,544		823		32.4	%	General and administrative	3,114		3,367		(253)		(7.5)

Depreciation	Depreciation	1,561		1,547		14		0.9	%	Depreciation	1,537		1,561		(24)		(1.5)
Total expenses	Total expenses	$	9,846	$	9,213	$	633	6.9	%	Total expenses	$	9,428	$	9,846	$	(418)	(4.2)

~~Real estate operating expenses.~~

~~The decrease is due primarily to the inclusion, in the corresponding period of $664,000 from the Sold Properties.~~

~~Offsetting this decrease are increases of:~~

•~~$324,000 due to the inclusion of operating expenses from the Partner Buyout; and~~

•$193,000 from same store properties, including increased compensation costs due to increased staffing as we filled vacant positions at several properties, increased insurance rates and increases in various miscellaneous expenses.

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Interest expense.

The decrease is due primarily ~~to:~~

•~~the inclusion, in the corresponding period of the prior year, of $205,000 of interest from two properties that were sold in July 2019; and~~

•~~$63,000 primarily from~~to a $154,000 decrease in ~~the interest rate paid~~such expense on our floating rate junior subordinated ~~debt~~

~~Offsetting these decreases is an increase of $196,000~~notes due to ~~the inclusion of~~a decline in interest ~~expense from the Partner Buyout.~~rates.

General and administrative.

The increase is due primarily ~~to: (i)~~to a ~~$596,000~~$161,000 increase in professional fees and ~~expenses of which $523,000 was incurred in connection with~~a $100,000 increase for the ~~Restatement, and (ii) increased compensation costs of $129,000, including a $74,000 increase due to the~~non-cash amortization of restricted ~~stock. We estimate that we will incur, in the quarter ending June 30, 2020, $160,000 of professional fees and expenses~~stock (primarily related to the ~~Restatement.~~higher fair value of the shares granted in 2021 in comparison to the shares granted in 2016).

Equity in (loss) of unconsolidated joint ventures.

The table below reflects the condensed income statements of our ~~share~~Unconsolidated Properties. In accordance, among other things, with US generally accepted accounting principles, each of the ~~components of~~line items in the chart below (other than equity in (loss) of unconsolidated joint ~~ventures (dollars~~ventures) is presented as if these properties are wholly owned by us though, as noted earlier, our equity interests in ~~thousands)(see~~these properties range from 32% to 90% (see note 79 of our consolidated financial statements) (dollars in thousands):

Three Months Ended March 31,
2020 2019 Increase/Decrease % change
Rental revenues from unconsolidated joint ventures $ 19,491 $ 17,017 $ 2,474 14.5 %
Real estate operating expense from unconsolidated joint ventures 9,172 8,333 839 10.1 %
Interest expense from unconsolidated joint ventures 5,570 5,040 530 10.5 %
Depreciation from unconsolidated joint ventures 6,572 5,781 791 13.7 %
Total expenses from unconsolidated joint ventures 21,314 19,154 2,160 11.3 %
Total revenues less total expenses from unconsolidated joint ventures (1,823) (2,137) 314 (14.7) %
Other equity earnings 8 69 (61) (88.4) %
Equity in loss of joint ventures $ (1,815) $ (2,068) $ 253 (12.2) %

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	Three Months Ended March 31,
	2021		2020		Increase (Decrease)		% change
Rental revenues from unconsolidated joint ventures	$	32,672	$	30,843	$	1,829	5.9	%

Real estate operating expense from unconsolidated joint ventures	15,703		14,532		1,171		8.1	%
Interest expense from unconsolidated joint ventures	8,522		8,757		(235)		(2.7)	%
Depreciation from unconsolidated joint ventures	10,385		10,357		28		0.3	%
Total expenses from unconsolidated joint ventures	34,610		33,646		964		2.9	%

Total revenues less total expenses from unconsolidated joint ventures	(1,938)		(2,803)		865		30.9	%

Other equity earnings	9		8		1		12.5	%
Impairment charges	(2,323)		—		(2,323)		N/A
Insurance recoveries	2,323		—		2,323		N/A
Net loss	(1,929)		(2,795)		866		31.0	%

Equity in (loss) of unconsolidated joint ventures	$	(1,345)	$	(1,815)	$	470

Set forth below is an explanation of the most significant changes in the components of the ~~equity in~~net loss of our unconsolidated joint ventures. Same store properties at unconsolidated joint ventures represent 2528 properties that have been owned for the entirety of ~~both~~the periods being compared and exclude any properties that were in lease ~~up.~~up during that same period.

Rental revenue from unconsolidated joint ventures

The increase is due primarily to:

• ~~$1.6 million~~$976,000 from unconsolidated same store properties - $447,000 of the increase is due to the increase in ~~revenues~~variable ancillary fees payments (e.g., late fees, waiver fees and tech/cable package), $382,000 from ~~three properties acquired during the twelve months ended March 31, 2020, including $278,000~~increased occupancy and $147,000 from ~~a property acquired during the current quarter,~~an increase in rental rates,

•$~~989,000 from two properties currently in lease up,~~

•~~$640,000~~417,000 from the inclusion, for the entire three months ended March 31, ~~2020~~2021, of a property that was only owned for a portion of the corresponding period in the prior year, and

•$~~598,000~~386,000 from ~~unconsolidated same store~~two properties ~~- approximately (i) $433,000 of the increase is due to an increase~~(i.e., Bells Bluff and Sola Station) that were in ~~rental rates at most properties, and (ii) $115,000 is due to increase in variable~~ lease ~~payments (e.g.,~~ ~~utility reimbursements, late fees, etc.).~~

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~~Offsetting the increase is the inclusion,~~up in the corresponding period ofin the prior ~~year, of $799,000 from a property that was sold in November 2019 and $542,000 from a property where we bought out our partner and is now wholly owned and reported on a consolidated basis.~~year.

Real estate operating expenses from unconsolidated joint ventures

The increase is due to:

•$~~646,000~~718,000 from same store properties, primarily due to increases of (i) $395,000 primarily due to increased water and sewer charges, (ii) $224,000 in ~~expenses incurred from three properties acquired during the 12 months ended March 31, 2020, including $83,000 from a property acquired during the current quarter,~~real estate tax expense, and (iii) $213,000 due to increased insurance premiums,

•$~~348,000 from unconsolidated same store properties due to higher increases in real estate taxes and insurance and moderate increases across most other expense categories,~~

•~~$272,000~~287,000 from the inclusion, for the entire three months ended March 31, ~~2020,~~2021, of a property that was only owned for a portion of the corresponding period in the prior year, and

•$~~232,000~~207,000 from the two properties ~~which are currently~~that were in lease ~~up.~~

~~Offsetting the increase is the inclusion,~~up in the corresponding period of the prior ~~year, of $396,000 from~~year.

The increase was offset by a ~~property that was sold~~$242,000 decrease in ~~November 2019~~repairs and ~~$262,000 from a property where we bought out our partner~~maintenance and ~~is now wholly owned and reported on a consolidated basis.~~replacement expense at same store properties.

Interest expense from unconsolidated joint ~~ventures~~

ventures. The ~~increase~~decline in is primarily due ~~primarily to:~~

to the refinancing of a variable rate construction loan to a fixed rate permanent mortgage on the Sola Station, Columbia, SC property.

•Impairment charges. ~~$493,000 in expenses incurred at three properties acquired during~~During the ~~12 months ended March 31, 2020, including $96,000 from a property acquired during the current quarter,~~

•~~$297,000 from two properties currently in lease up and at which expense was partially or fully capitalized in the corresponding period in the prior year, and~~

•~~$148,000 from the inclusion, for the entire~~ three months ended March 31, ~~2020,~~2021, we recognized $2.3 million of ~~a property that was only owned for a portion~~impairment charges at three of ~~the corresponding period~~our properties located in ~~the prior year.~~

~~Offsetting the increase is the inclusion,~~Texas due to storm damage. There were no comparable charges in the corresponding period of the prior ~~year of:~~

•~~$156,000 from a property where we bought out our partner and is now wholly owned and reported on a consolidated basis,~~year.

•Insurance recoveries.~~$138,000 from a property that was sold in November 2019, and~~

•~~$113,000 from unconsolidated same store properties primarily due to~~ During the ~~refinancing of a mortgage at a lower principal amount.~~

~~Depreciation from unconsolidated joint ventures~~

~~The increase is due primarily to:~~

•~~$757,000 in expenses from three properties acquired during the twelve months ended March 31, 2020, including $190,000 from a property acquired during the current quarter,~~

•~~$466,000 from two properties which are in lease up and were in development, and therefore not depreciated, in the corresponding period in the prior year, and~~

•~~$255,000 from the inclusion, for the entire~~ three months ended March 31, ~~2020,~~2021, we recognized $2.3 million of ~~a property that was only owned for a portion of~~insurance recoveries related to the ~~corresponding period in~~impairment charges resulting from the ~~prior year.~~Texas ice storm damage.

~~Offsetting the increase is:~~

•~~$391,000 from unconsolidated same store properties primarily due to a lower level of depreciation as lease intangibles on several properties have been fully depreciated,~~

•~~the inclusion, in the corresponding period of the prior year, of $162,000 from a property at which we bought out our partner and is now wholly owned and reported on a consolidated basis, and~~

•~~$134,000 from a property that was sold in November 2019.~~

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Liquidity and Capital Resources

We require funds to pay operating expenses and debt service, acquire properties, make capital improvements, fund capital contributions, pay dividends and, ~~pay dividends.~~to the extent we deem appropriate, reduce other than in the ordinary course, our indebtedness over time. Generally, our primary sources of capital and liquidity ~~are~~have been the operations of our multi-family properties (including distributions from the joint ventures that own such properties), mortgage debt financings and ~~refinancings,~~re-financings, equity contributions for acquisitions from our joint venture partners, our share of the proceeds from the sale of properties, the sale of shares of our common stock pursuant to our at-the-market equity distribution program, borrowings from our credit facility and our available cash (including restricted cash). ~~Our available liquidity at June 1, 2020, was $33.4 million, including $18.5 million of~~On March 31, 2021 and April 30, 2021, our cash and cash equivalents, ~~$9.9~~were approximately $19.4 million ~~of restricted cash~~ and ~~subject to borrowing base requirements, up to $5.0~~$22.0 million, ~~of remaining availability under~~respectively, and excludes funds held at our ~~credit facility.~~unconsolidated joint ventures.

We anticipate that through ~~2022,~~2023, our operating expenses, ~~$126.9~~$122.7 million of mortgage amortization and interest expense and ~~$182.9~~$177.0 million of balloon payments (including ~~$106.8~~$108.0 million and ~~$108.2~~$102.4 million, respectively, from unconsolidated joint ventures) due with respect to mortgages maturing from ~~2020~~2021 to ~~2022,~~2023, estimated cash dividend payments of at least ~~$ 37.8~~$42.6 million (assuming (i) the current quarterly dividend rate of $0.22 per share and (ii) ~~17.2~~17.6 million shares outstanding), will be funded from cash generated from operations (including distributions from unconsolidated joint ventures), ~~mortgage refinancing,~~ sales of properties and our credit ~~facility and the issuance of additional equity.~~facility. Our operating cash flow and available cash is insufficient to fully fund the ~~$182.9~~$177.0 million of balloon payments, and if we are unable to refinance such debt, we may need to issue additional equity or dispose of properties, in each case on potentially unfavorable terms.

Capital improvements at (i) 2018 multi-family properties will be funded by approximately ~~$9.9~~$8.5 million of restricted cash available at ~~June 1, 2020~~March 31, 2021 and the cash flow from operations at such properties and (ii) other properties will be funded from the cash flow from operations of such properties.

Our ability to acquire additional multi-family properties (including our acquisition of ~~our partner's interest~~the Remaining Interest in ~~properties owned by~~Bells Bluff and the interests of joint ~~ventures)~~venture partners in other properties), is limited by our available cash, and our ability to (i) draw on our credit facility, (ii) obtain, on acceptable terms, equity contributions from joint venture partners and mortgage debt from lenders, ~~and~~ (iii) raise capital from the sale of our common ~~stock.~~stock, and (iv) use the net proceeds available to us from other property sales. Further, if and to the extent we generate ordinary taxable income, we will be required to make distributions to stockholders to maintain our REIT status and as a result, will be limited in our ability to use gains, if any, from property sales, as a source of funds for operating expenses, debt service and property acquisitions.

Junior Subordinated Notes

As of March 31, ~~2020,~~2021, $37.4 million (excluding deferred costs of ~~$332,000)~~$312,000) in principal amount of our junior subordinated notes is outstanding. These notes mature in April 2036, contain limited covenants (including covenants prohibiting us from paying dividends or repurchasing capital stock if there is an event of default (as defined therein) on these notes), are redeemable at our option and bear an interest rate, which resets and is payable quarterly, of three-month LIBOR plus 200 basis points. At March 31, ~~2020~~2021 and ~~2019,~~2020, the interest rate on these notes was ~~3.77%~~2.21% and ~~4.75%~~3.77%, respectively.

Credit Facility

~~We entered into a~~Our credit facility ~~dated April 18, 2019, as amended from time to time,~~ with VNB New York, LLC, an affiliate of Valley National ~~Bank. The facility~~Bank(collectively, "VNB") as amended and modified from time to time, allows us to borrow, subject to compliance with borrowing base requirements and other conditions, up to ~~$10~~$15 million. The facility is available for the (i) acquisition of, and investment in, multi-family properties, ~~for~~and (ii) working capital (including dividend payments) and operating expenses. It is secured by the cash available in certain cash accounts maintained by the Company at VNB, matures April ~~2021~~2023 and bears an annual interest rate of 50 basis points over the prime rate, with a floor of 5%4.25%. At March 31, 2021, the annual interest rate on this facility was 4.25%. There is an unused facility fee of 0.25% per annum on the difference between the outstanding loan balance and maximum amount then available under the facility.

The ~~terms of the~~ facility ~~include certain~~includes restrictions and covenants which limit, among other things, the incurrence of liens, and which require compliance with financial ratios relating to, among other things, the minimum amount of debt service coverage with respect to the properties (and amounts drawn on the facility) used in calculating the borrowing base, the minimum number of wholly owned properties and the minimum number of properties used in calculating the borrowing base. Net proceeds received from the sale, financing or refinancing of wholly owned properties are generally required to be used to repay amounts outstanding under the facility.

We are in compliance in all material respects with the facility.

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Off Balance Sheet Arrangements

Other than an interest rate derivative with a notional amount of $1.1 million, described in note 11 to our consolidated financial statements, and which we do not believe will have a material impact on our liquidity or results of operations,Although we are not a party to any off-balance sheet arrangements (as such term is defined in Item 303(a)(4) of Regulation S-K)~~. Nevertheless, we present~~, the following information ~~as we believe it could~~may be ~~meaningful~~of interest to investors. We are joint venture partners in approximately 31

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unconsolidated joint ventures which own multi-family ~~properties. The~~properties and that the distributions from ~~the properties owned by~~ these joint ~~ventures~~venture properties ($~~3.0~~3.9 million in the quarter ended March 31, ~~2020)~~2021) are a material source of our liquidity and cash flow. Further, we may be required to make significant capital contributions with respect to these properties. At March 31, ~~2020,~~2021, these joint venture properties have a net equity carrying value of ~~$185.9~~$164.3 million and are subject to net mortgage debt, which is not reflected on our consolidated balance sheet, of ~~$831.7~~$828.6 million. Although BRT Apartments Corp. is not the obligor with respect to such mortgage debt, the loss of any of these properties due to mortgage foreclosure or similar proceedings would have a material adverse effect on our results of operations and financial condition. These joint venture arrangements have been, and we anticipate that they will continue to be, material to our liquidity and capital resource position. See note 79 to our consolidated financial statements.

Cash Distribution Policy

We have elected to be treated as a REIT under the Internal Revenue Code of 1986, as amended, which we refer to as the “Code.” To qualify as a REIT, ~~accordingly~~ we must meet a number of organizational and operational requirements, including a requirement that we distribute to our stockholders within the time frames prescribed by the Code at least 90% of our ordinary taxable income. Management currently intends to maintain our REIT status. As a REIT, we generally will not be subject to corporate Federal income tax on taxable income we distribute to stockholders in accordance with the Code. If we fail to qualify as a REIT in any taxable year, we will be subject to Federal income taxes at regular corporate rates and may not be able to qualify as a REIT for four subsequent tax years. Even if we qualify for Federal taxation as a REIT, we are subject to certain state and local taxes on our income and to Federal income and excise taxes on undistributed taxable income, (i.e., taxable income not distributed in the amounts and in the time frames prescribed by the Code).

Our net operating loss at December 31, ~~2019 is~~2020 was estimated to be approximately ~~$16.8~~$32.7 million; therefore, we are not currently required by Code provisions relating to REITs to pay cash dividends to maintain our status as a REIT. Notwithstanding the foregoing, on April 7, ~~2020 and July 9, 2020,~~2021, we paid ~~or will pay~~ a cash dividend of $0.22 per share.

We are carefully monitoring our discretionary spending, ~~particularly~~ in light of ~~the potential reduction in the base cash rent from tenants due to the economic challenges resulting from~~ the pandemic. Our largest recurring discretionary expenditure has been our quarterly dividend (which was ~~$.22~~$ 0.22 per share of common stock, or in the approximate amount of ~~$ 3.8~~$3.8 million, for the most recent quarter). Each quarter, our board of directors evaluates the timing and amount of our dividend based on its assessment of, among other things, our short and long- term cash and liquidity requirements, prospects, debt maturities, projections of our REIT taxable income, net income, funds from operations, adjusted funds from operations and the dividend policies of our peers.

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Funds from Operations; Adjusted Funds from ~~Operations~~Operations; Net Operating Income

We disclose below funds from operations (“FFO”) and adjusted funds from operations (“AFFO”) because we believe that such metrics are a widely recognized and appropriate measure of the performance of an equity REIT.

We compute 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 funds from operations 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.We~~assets. We compute AFFO by deducting from FFO our straight-line rent accruals, loss on extinguishment of debt, restricted stock and restricted stock unit expense, deferred mortgage costs and gain on insurance recovery. Since the NAREIT White Paper only provides guidelines for computing FFO, the computation of AFFO may vary from one REIT to another.

We believe 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 carrying value of real estate assets diminishes predictably 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. We also consider FFO and AFFO to be useful to us 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 should not be considered to be an alternative to net income as a reliable measure of 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 of our cash needs, including principal amortization and capital improvements. FFO and AFFO do not represent cash flows from operating, investing or financing activities as defined by GAAP.

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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The tables below provides a reconciliation of net loss determined in accordance with ~~Generally Accepted Accounting Principles ("GAAP")~~GAAP to FFO and AFFO on a dollar and per share basis for each of the indicated periods ~~(amounts~~(dollars in ~~thousands)~~thousands except per share amounts):


		Three Months Ended March 31,							Three Months Ended March 31,
		2020		2019			2021		2020
GAAP Net loss attributable to common stockholders	GAAP Net loss attributable to common stockholders	$	(4,831)	$	(4,247)	GAAP Net loss attributable to common stockholders	$	(3,765)	$	(4,831)
Add: depreciation of properties	Add: depreciation of properties	1,561		1,547		Add: depreciation of properties	1,537		1,561
Add: our share of depreciation in unconsolidated joint ventures	Add: our share of depreciation in unconsolidated joint ventures	6,572		5,785		Add: our share of depreciation in unconsolidated joint ventures	6,599		6,572

Add: our share of impairment charge in unconsolidated joint venture						Add: our share of impairment charge in unconsolidated joint venture	1,662		—

Adjustments for non-controlling interests	Adjustments for non-controlling interests	(4)		(23)		Adjustments for non-controlling interests	(4)		(4)
NAREIT Funds from operations attributable to common stockholders	NAREIT Funds from operations attributable to common stockholders	3,298		3,062		NAREIT Funds from operations attributable to common stockholders	6,029		3,298

Adjustments for: straight-line rent accruals	Adjustments for: straight-line rent accruals	(10)		(10)		Adjustments for: straight-line rent accruals	(10)		(10)

Add: amortization of restricted stock and restricted stock units	Add: amortization of restricted stock and restricted stock units	438		365		Add: amortization of restricted stock and restricted stock units	538		438
Add: amortization of deferred mortgage costs		80		73
Add: amortization of deferred borrowing costs						Add: amortization of deferred borrowing costs	80		80
Add: our share of deferred mortgage costs from unconsolidated joint venture properties	Add: our share of deferred mortgage costs from unconsolidated joint venture properties	160		227		Add: our share of deferred mortgage costs from unconsolidated joint venture properties	148		160
Less: our share of insurance recovery						Less: our share of insurance recovery	(1,662)		—

Adjustments for non-controlling interests	Adjustments for non-controlling interests	2		1		Adjustments for non-controlling interests	2		2
Adjusted funds from operations attributable to common stockholders	Adjusted funds from operations attributable to common stockholders	$	3,968	$	3,718	Adjusted funds from operations attributable to common stockholders	$	5,125	$	3,968

Three Months Ended March 31,
2020 2019
GAAP Net loss attributable to common stockholders $ (0.29) $ (0.27)
Add: depreciation of properties 0.09 0.10
Add: our share of depreciation in unconsolidated joint ventures 0.39 0.36
NAREIT Funds from operations per diluted common share 0.19 0.19
Adjustments for: straight line rent accruals — —
Add: amortization of restricted stock and restricted stock units 0.03 0.02
Add: amortization of deferred mortgage costs — —
Add: our share of deferred mortgage costs from unconsolidated joint venture properties 0.01 0.02
Adjustments for non-controlling interests — —
Adjusted funds from operations per diluted common share $ 0.23 $ 0.23


	Three Months Ended March 31,
	2021		2020
GAAP Net loss attributable to common stockholders	$	(0.22)	$	(0.29)
Add: depreciation of properties	0.09		0.09
Add: our share of depreciation in unconsolidated joint ventures	0.38		0.39

Add: our share of impairment charge in unconsolidated joint venture	0.10		—


Adjustment for non-controlling interests	—		—
NAREIT Funds from operations per diluted common share	0.35		0.19

Adjustments for: straight line rent accruals	—		—


Add: amortization of restricted stock and restricted stock units	0.04		0.03
Add: amortization of deferred borrowing costs	—		—
Add: our share of deferred mortgage costs from unconsolidated joint venture properties	0.01		0.01
Less: our share of insurance recovery	(0.10)		—

Adjustments for non-controlling interests	—		—
Adjusted funds from operations per diluted common share	$	0.30	$	0.23

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Net Operating Income, or NOI, is a non-GAAP measure of performance. NOI is used by our management and many investors to evaluate and compare the performance of our properties to other comparable properties, to determine trends at our properties and to determine the estimated fair value of our properties. The usefulness of NOI may be limited in that it does not take into account, among other things, general and administrative expense, interest expense, loss on extinguishment of debt, casualty losses, insurance recoveries and gains or losses as determined by GAAP. NOI is a property specific performance metric and does not measure our performance as a whole.

We compute NOI, by adjusting net income (loss) to (a) add back (1) depreciation expense, (2) general and administrative expenses, (3) interest expense, (4) loss on extinguishment of debt, (5) equity in loss of unconsolidated joint ventures, (6) provision for taxes, (7) the impact of non-controlling interests, and (b) deduct (1) other income, (2) gain on sale of real estate, and (3) gain on insurance recoveries related to casualty loss. Other REIT’s may use different methodologies for calculating NOI, and accordingly, our NOI may not be comparable to other REIT’s. We believe NOI provides an operating perspective not immediately apparent from GAAP operating income or net income (loss). NOI is one of the measures we use to evaluate our performance because it (i) measures the core operations of property performance by excluding corporate level expenses and other items unrelated to property operating performance and (ii) captures trends in rental housing and property operating expenses. However, NOI should only be used as an alternative measure of our financial performance.

The following table provides a reconciliation of net income attributable to common stockholders as computed in accordance with GAAP to NOI of our consolidated properties for the periods presented (dollars in thousands):


		Three Months Ended March 31,							Three Months Ended March 31,
		2020		2019			2021		2020
GAAP Net loss attributable to common stockholders	GAAP Net loss attributable to common stockholders	$	(4,831)	$	(4,247)	GAAP Net loss attributable to common stockholders	$	(3,765)	$	(4,831)
Less: Other Income	Less: Other Income	(179)		(244)		Less: Other Income	(4)		(179)
Add: Interest expense	Add: Interest expense	1,860		1,946		Add: Interest expense	1,660		1,860
General and administrative	General and administrative	3,367		2,544		General and administrative	3,114		3,367
Impairment charge						Impairment charge	—		—
Depreciation	Depreciation	1,561		1,547		Depreciation	1,537		1,561
Provision for taxes	Provision for taxes	62		62		Provision for taxes	57		62
Less: Gain on sale of real estate	Less: Gain on sale of real estate	—		—		Less: Gain on sale of real estate	—		—
Add: Loss on extinguishment of debt	Add: Loss on extinguishment of debt	—		—		Add: Loss on extinguishment of debt	—		—
Equity in loss of unconsolidated joint venture properties	Equity in loss of unconsolidated joint venture properties	1,815		2,068		Equity in loss of unconsolidated joint venture properties	1,345		1,815
Add: Net loss attributable to non-controlling interests		32		34
Add: Net income attributable to non-controlling interests						Add: Net income attributable to non-controlling interests	34		32
Net Operating Income	Net Operating Income	$	3,687	$	3,710	Net Operating Income	$	3,978	$	3,687

Non-same store Net Operating Income		(560)		(638)
Less: Non-same store Net Operating Income						Less: Non-same store Net Operating Income	$	(249)	$	(245)
Same store Net Operating Income	Same store Net Operating Income	$	3,127	$	3,072	Same store Net Operating Income	$	3,729	$	3,442

For the three months ended March 31, 2021, NOI ~~decreased $23,000,~~increased $291,000, from the corresponding period in 2020, primarily due to ~~the sale of two properties in July 2019 which was offset by an increase due to the Partner Buyout and the consolidation of the property and an~~a $350,000 increase in ~~same store NOI. Same store NOI increased $55,000 primarily due to increased revenues of $248,000 from increased~~ rental rates offset by a ~~$193,000~~$59,000 increase in operating expenses. Same store NOI in the three months ended March 31, 2021, increased by $287,000 from the corresponding period in 2020,for the same reasons.

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Item 3. Quantitative and Qualitative Disclosures About Market Risks

All of our mortgage debt is fixed rate, other than one mortgage, which is subject to an interest rate swap agreement that effectively ~~fix~~fixes the ~~rate at a fixed~~interest rate.

As of March 31, ~~2020, we had one interest rate swap agreement outstanding. The~~2021, the fair value of ~~these~~this derivative ~~instruments~~instrument is dependent upon existing market interest rates and swap spreads, which change over time. At March 31, ~~2020,~~2021, if there had been (i) an increase of 100 basis points in forward interest rates, the fair market value of this derivative instruments and the net unrealized gain thereon would have increased by approximately ~~$19,000~~$9,000 and (ii) if there had been a decrease of 100 basis points in forward interest rates, the fair market value of these derivatives and the net unrealized gain thereon would have decreased by approximately ~~$19,000.~~$9,000. These changes would not have any impact on our net income or cash.

Our junior subordinated notes bear interest at the rate of three month LIBOR plus 200 basis points. At March 31, ~~2020,~~2021, the interest rate on these notes was ~~3.77%~~2.21%. A 100 basis point increase in the rate would increase our related interest expense by approximately $374,000 annually and a 100 basis point decrease in the rate would decrease our related interest expense by ~~$374,000~~$71,000 annually.

Item 4. Controls and Procedures

As required under Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, we carried out an evaluation under the supervision and with the participation of our management, including our Chief Executive Officer, Senior Vice President-Finance and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures as of March 31, ~~2020.~~2021.

As disclosed in Part II, Item 9A. Controls and Procedures in our Annual Report, ~~on Form 10-K for the fiscal year ended December 31, 2019,~~ a material weakness was identified in the internal controls over financial reporting related to the consolidation of properties that should have been accounted for using the equity method of accounting rather than consolidated.

~~After considering the progress of~~Despite the remediation plan ~~noted~~described below, ~~and considering that~~because we have not acquired any properties since the restatement (the "Restatement") of our financial statements in the Spring of 2020, there has not been an appropriate opportunity to test the enhanced controls ~~have not been sufficiently tested~~ to ~~concluded~~conclude they are operating effectively, the Chief Executive Officer, Senior Vice President-Finance, and Chief Financial Officer concluded that as of the end of the period covered by this report, our disclosure controls and procedures were not effective as of such date.

~~Due to the material weakness, subsequent~~Subsequent to March 31, 2020, management implemented a remediation plan to address the control deficiency that led to the material weakness. We made significant changes to the process of evaluating the accounting for investments in property ventures. Specifically, we ~~have~~ implemented procedures to assess each investment in accordance with the applicable accounting guidance and prepare an analysis spreadsheet that highlights the key criteria and decision points leading to the consolidation or equity method determination. Specific multi-level reviews of this enhanced documentation have been implemented to ensure that i) the correct contract terms are included in the analyses and ~~ii)~~ the criteria and decision points are properly assessed. As these controls operate over a subjective area, include management judgment, and require certain technical and ~~operation~~operational expertise, we have determined them to be management review controls. Additionally, due to the technical knowledge needed to perform the analysis and review, we have also implemented additional required training on the subject matter ~~(i.e.~~(i.e., consolidation accounting). We have implemented the enhanced procedures and documentation standards and our plan is to test the remediation of this material weakness by the end of ~~2020,~~2021, subject to there being sufficient opportunities to conclude, through testing, that the enhanced control is operating effectively.

Despite the ~~material weakness in internal control over financial reporting,~~foregoing, our management has concluded that, the financial statements fairly present in all material respects, our financial position, results of operations and cash flows as of the dates, and for the periods presented, in conformity ~~with generally accepted accounting principles (“GAAP”).~~

GAAP.

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Part II - Other Information

Item ~~1. Legal Proceedings~~1A. Risk Factors

~~A wholly-owned subsidiary~~The following supplements the risk factors disclosed in Part I, Item 1A of ~~ours~~our Annual Report

Our failure to comply with our obligations under our debt instruments may reduce our stockholders’ equity, and adversely affect our net income and ability to pay dividends.

Our debt instruments includes covenants that ~~owns~~require us to maintain certain financial ratios, including various coverage ratios, and comply with other requirements. Failure to meet interest and other payment obligations under our debt instruments or a ~~property~~breach by us of the covenants to comply with certain financial ratios would place us in ~~Houston, TX is named~~non-compliance under such instruments. If the lender called a default and required us to repay the full amount outstanding under such instrument, we might be required to rapidly dispose of our properties, including properties securing such debt instruments, which could have an adverse impact on the amounts we receive on such disposition. Commercial real estate mortgage loans tend to be non-amortizing as ~~a defendant, along with multiple defendants in an action (Takakura et al. v. Houston Pizza Venture, LP,~~to principal, and ~~Papa John’s USA., Inc. et.al., 129th Judicial District, Harris County, Texas, Cause No. 2019-42425), alleging the wrongful death~~ as a result, acceleration of the debt under any debt instrument many result in a “balloon” payment for the entire principal amount. In 2021, a lender notified us that we were not in compliance with a financial covenant under a debt instrument and subsequently waived such non-compliance for the applicable reporting period. If we are unable to dispose of our properties in a timely fashion to the satisfaction of the lender or if the net operating income from the properties decreases during the measured period to an extent that applicable target coverage ratios cannot be met, such lender could exercise remedies available to it under the applicable debt instrument and as otherwise provided by law, including the possible appointment of a ~~homicide~~receiver to manage the property, application of ~~a delivery person~~deposits or reserves maintained under the debt instrument for payment of the debt, or foreclose and/or cause the forced sale of the property or asset securing such debt. A foreclosure or other forced disposition of our assets could result in the disposition of same at below the carrying value of such asset. The disposition of our ~~property. The complaint seeks compensatory damages in an unspecified amount in excess of $1 million~~properties or assets at below our carrying value may adversely affect our net income, reduce our stockholders’ equity and ~~an unspecified amount of exemplary damages. Our primary insurance carrier is defending the claim; we believe we have sufficient primary and umbrella insurance~~adversely affect our ability to ~~cover the claim for compensatory damages. Insurance generally does not cover claims for exemplary damages.~~pay dividends.

Item ~~2. Unregistered Sales~~5. Other Information

We and the parties to the equity distribution agreements pursuant to which we sell securities in our at-the

market offering program, entered into an amendment thereto as of ~~Equity Securities~~March 31, 2021. Among other things, the amendment reflects our change in auditors and ~~Use of Proceeds~~the Restatement.

~~On September 12, 2019,~~As described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations-Recent Developments'”, we entered into an agreement to purchase the Remaining Interest in Bells Bluff. The purchase price for such interest, after giving effect to our ~~Board~~partners’ carried interest, is approximately $28 million, subject to working capital and certain other adjustments. We anticipate that this purchase will be completed in the summer of ~~Directors authorized us to repurchase, effective as of October 1, 2019, up to $5.0 million of shares of our common stock through September 30,~~ 2021. The ~~table below provides information regarding our repurchase~~completion of ~~shares~~this purchase is subject to customary closing conditions, including the refinancing of ~~common stock pursuant~~the $47.2 million floating rate (i.e., 2.975% at March 31, 2021) mortgage debt on the property. In connection with the refinancing of the mortgage debt on the property, we may become an obligor or carve-out guarantor of the refinanced debt. We can provide no assurance that such transaction will be completed, or if completed, will be beneficial to ~~such authorization during the periods presented:~~ us.

Period (a)

Total Number of Shares Purchased (b)

Average Price Paid per Share (c)

Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (d)

Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs
January 1 - January 31, 2020 — — — $ 5,000,000
February 1 - February 29, 2020 14,000 $ 15.60 14,000 4,781,580
March 1 - March 31, 2020 25,093 15.85 25,093 4,383,780
Total 39,093 $ 15.76 39,093
During: (i) the three months ended March 31,2021, Bells Bluff generated $1.5 million of rental and other revenues and $821,000, $372,000 and $787,000 of operating expenses, interest expense and depreciation, respectively, (ii) 2020, Bells Bluff generated $5.6 million of rental and other revenues and $2.9 million, $1.7 million and $3.1 million, of operating expenses, interest expense and depreciation, respectively; and (iii) 2019, Bells Bluff generated $1.8 million of rental and other revenues and $1.6 million, $2.2 million and $1.3 million of operating expenses, interest expense and depreciation, respectively. For the three months ended March 31, 2021 and the twelve months ended December 31, 2020, the average occupancy rate at this property was 81.5% and 74.7%, respectively, and for the three months ended March 31, 2021 and the twelve months ended December 31, 2020, the average monthly rental rate at Bells Bluff was $1,417, and $1,482, respectively.

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Item 6. Exhibits

In reviewing the agreements included as exhibits to this Quarterly Report on Form10-Q, please remember they are included to provide you with information regarding their terms and are not intended to provide any other factual or disclosure information about us or the other parties to the agreements. Certain agreements contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the other parties to the applicable agreement and

•should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;

•have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement;

•may apply standards of materiality in a way that is different from what may be viewed as material to you or other investors; and

•were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments.

Accordingly, representations and warranties in such agreements may not describe the actual state of affairs as of the date they were made or at any other time.


Exhibit No.						Title of Exhibits
10.1						Amendment No. 1 to Equity Distribution Agreements entered into as of March 31, 2021 among us, B. Riley Securities, Inc., JMP Securities LLC, and D.A. Davidson & Co.
10.2						Modification Agreement entered into as of April 1, 2021 between us and VNB New York, LLC.
31.1						Certification of President and Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2						Certification of Senior Vice President—Finance pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.3						Certification of Vice President and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1						Certification of President and Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2						Certification of Senior Vice President—Finance pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.3						Certification of Vice President and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101						The following financial information from the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, ~~2020,~~2021, formatted in Inline XBRL: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Statements of Comprehensive Income (Loss), (iv) Consolidated Statements of Equity, (v) Consolidated Statements of Cash Flows and (vi) Notes to Consolidated Financial Statements. XBRL Instance Document – 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 Date File (formatted as inline XBRL and contained in Exhibit 101)

3132

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SIGNATURES

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

BRT APARTMENTS CORP.




~~June 17, 2020~~May 7, 2021			/s/Jeffrey A. Gould
			Jeffrey A. Gould, President and
			Chief Executive Officer





~~June 17, 2020~~May 7, 2021			/s/George Zweier
			George Zweier, Vice President
			and Chief Financial Officer
			(principal financial officer)

3233


	Common Stock		Additional Paid-In Capital		Accumulated Other Comprehensive Income		Accumulated Deficit		Non- Controlling Interest		Total
Balances, December 31, 2019	$	156	$	232,331	$	(10)	$	(32,824)	$	(93)	$	199,560
Distributions - common stock - $0.22 per share	—		—		—		(3,822)		—		(3,822)
Restricted stock vesting	1		(1)		—		—		—		—
Compensation expense - restricted stock and restricted stock units	—		438		—		—		—		438
Distributions to non-controlling interests	—		—		—		—		(89)		(89)
Shares issued through equity offering program, net	7		12,070								12,077
Shares repurchased	—		(616)								(616)
Net loss	—		—		—		(4,831)		32		(4,799)
Other comprehensive loss	—		—		(20)		—		(3)		(23)
Comprehensive loss											(4,822)
Balances, March 31, 2020	$	164	$	244,222	$	(30)	$	(41,477)	$	(153)	$	202,726


Location	Purchase Date	No. of Units	Purchase Price		Acquisition Mortgage Debt		Initial BRT Equity		Ownership Percentage		Capitalized Acquisition Costs
Wilmington, North Carolina	2/20/2020	264	$	38,000	$	23,160	$	13,700	80	%	$	459


Period	(a) Total Number of Shares Purchased	(b) Average Price Paid per Share		(c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	(d) Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs
January 1 - January 31, 2020	—	—		—	$	5,000,000
February 1 - February 29, 2020	14,000	$	15.60	14,000	4,781,580
March 1 - March 31, 2020	25,093	15.85		25,093	4,383,780
Total	39,093	$	15.76	39,093