What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2024-03-14 compared with 2023-03-15 · 264 added, 390 removed, 807 unchanged (45% of the section changed)

17 unchanged sentences

Other Information.

Not applicable

None of our officers or directors had any contract, instruction, or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any "non-Rule 10b5-1 trading arrangement" in effect at any time during the three months ended December 31, 2023.”

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

1 unchanged sentence

Directors, Executive Officers and Corporate Governance.

Apart from certain information concerning our executive officers which is set forth in Part I of this report, the other information required by Item 10 will be incorporated herein by reference to the applicable information to be in the proxy statement to be filed by May 1, 2023 for our 2023 Annual Meeting of Stockholders.

Apart from certain information concerning our executive officers which is set forth in Part I of this report, the other information required by Item 10 will be incorporated herein by reference to the applicable information to be in the proxy statement to be filed by April 29, 2024 for our 2024 Annual Meeting of Stockholders.

Executive Compensation.

The information concerning our executive compensation required by Item 11 is incorporated herein by reference to the proxy statement to be filed by May 1, 2023 with respect to our 2023 Annual Meeting of Stockholders.

The information concerning our executive compensation required by Item 11 is incorporated herein by reference to the proxy statement to be filed by April 29, 2024 with respect to our 2024 Annual Meeting of Stockholders.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

Except as set forth below, the information required by Item 12 is incorporated herein by reference to the proxy statement to be filed by May 1, 2023 with respect to our 2023 Annual Meeting of Stockholders.

Except as set forth below, the information required by Item 12 is incorporated herein by reference to the proxy statement to be filed by April 29, 2024 with respect to our 2024 Annual Meeting of Stockholders.

Equity Compensation Plan Information

The following table provides information as of December 31, 2022 about shares of our common stock that may be issued upon the exercise of options, warrants and rights under our 2018 Incentive Plan (the “2018 Plan”), and our 2020 Incentive Plan (the “2020 Plan”;

The following table provides information as of December 31, 2023 about shares of our common stock that may be issued upon the exercise of options, warrants and rights under our 2018 Amended and Restated Incentive Plan (the “2018 Plan”), our 2020 Amended and Restated Incentive Plan (the “2020 Plan”;

and together with the 2018 Plan, the “Prior Plans”) and our 2022 Incentive Plan (the “2022 Plan”;

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_______________________________________________________________________________

(1) Includes up to 210,375 shares and 212,469 shares of common stock issuable pursuant to restricted stock units (“RSUs”) that vest as of March 31, 2024 and June 30, 2025, respectively, if and to the extent specified conditions are satisfied by such vesting dates.

(1) Includes up to 209,322 shares, 211,417 and 213,751 shares of common stock issuable pursuant to restricted stock units (“RSUs”) that vest as of March 31, 2024, June 30, 2025 and June 30, 2026, respectively, if and to the extent specified conditions are satisfied by such vesting dates.

RSUs granted pursuant to the 2020 Plan and the 2022 Plan account for 209,322 shares and 425,168 shares, respectively.

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Certain Relationships and Related Transactions, and Director Independence.

The information concerning relationships and certain transactions required by Item 13 is incorporated herein by reference to the proxy statement to be filed by May 1, 2023 with respect to our 2023 Annual Meeting of Stockholders.

The information concerning relationships and certain transactions required by Item 13 is incorporated herein by reference to the proxy statement to be filed by April 29, 2024 with respect to our 2024 Annual Meeting of Stockholders.

Principal Accounting Fees and Services.

The information concerning our principal accounting fees required by Item 14 is incorporated herein by reference to the proxy statement to be filed by May 1, 2023 with respect to our 2023 Annual Meeting of Stockholders.

The information concerning our principal accounting fees required by Item 14 is incorporated herein by reference to the proxy statement to be filed by April 29, 2024 with respect to our 2024 Annual Meeting of Stockholders.

Exhibits, Financial Statement Schedules.

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Title of Exhibits

Form of Equity Distribution Agreement dated March 18, 2022 (incorporated by reference to Exhibit 1.1 to our Current Report on Form 8-K on March 18, 2022).

Form of Equity Distribution Agreement dated May 12, 2023 (incorporated by reference to Exhibit 1.1 to our Current Report on Form 8-K filed on May 12, 2023).

Plan of Conversion dated December 8, 2016 (incorporated by reference to Annex B of Amendment No.

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* Form of Indemnification Agreement between the Registrant on the one hand, and its executive officers and directors, on the other hand (incorporated by reference to Exhibit 10.5 to our Annual Report of Form 10-K for the year ended September 30, 2017).

* Amended and Restated 2016 Incentive Plan (incorporated by reference to Exhibit 10.1 filed with our Quarterly Report on Form 10-Q for the period ended March 31, 2016)

Membership Interest Purchase Agreement dated as of February 23, 2016 entered into between TRB Newark Assemblage, LLC ("TRB") and TRB Newark TRS, LLC ("TRB REIT" and together with TRB, collectively, the "Seller") and RBH Partners III, LLC, and joined by RBH-TRB Newark Holdings, LLC and GS-RBH Newark Holdings, LLC (incorporated by reference to exhibit 10.2 filed with our Quarterly Report on Form 10-Q for the period ended March 31, 2016).

* Form of Restricted Shares Agreement for the Amended and Restated 2016 Incentive Plan (incorporated by reference to Exhibit 10.40 filed with our Registration Statement on Form S-4/A on January 12, 2017 (File No 333-215221)).

2018 Incentive Plan (incorporated by reference to Exhibit 10.1 filed with our Current Report on Form 8-K on March 13, 2018).

2018 Amended and Restated Incentive Plan (incorporated by reference to Exhibit 10.6 filed with our Current Report on Form 8-K on June 15, 2023).

Title of Exhibits

* Form of Restricted Shares Agreement for the 2018 Incentive Plan (incorporated by reference to Exhibit 10.10 filed with our Annual Report on Form 10-K filed December 10, 2018).

* 2020 Incentive Plan (incorporated by reference to Exhibit 10.15 filed with our Annual Report on Form 10-K for the year ended December 31, 2020).

* 2020 Amended and Restated Incentive Plan (incorporated by reference to Exhibit 10.8 filed with our Current Report on Form 8-K on June 15, 2023).

* Form of Performance Awards Agreement granted in 2021 pursuant to the 2020 Incentive Plan (incorporated by reference to exhibit 10.1 of our Current Report on Form 8-K filed on June 11, 2021)

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Letter agreement dated as of November 19, 2021 with respect to the Loan Agreement.

(incorporated by reference to exhibit 10.14 filed with our Annual Report on Form 10-K for the year ended December 31, 2021).

Amendment dated September 14, 2022 to the Loan Agreement (incorporated by reference to Exhibit 10.1 filed with our Current Report on Form 8-K on September 16, 2022).

* 2022 Incentive Plan (incorporated by reference to Exhibit 10.1 filed with our Current Report on Form 8-K on June 10, 2022).

10.17 * Form of Performance Awards Agreement granted in 2022 pursuant to the 2022 Incentive Plan (incorporated by reference to Exhibit 10.5 filed with our Quarterly Report on Form 10-Q for the period ended June 30, 2022).

Second amendment dated as of August 22, 2023 to the Amended and Restated Loan Agreement made as of November 18, 2021, as amended, by and between us and VNB New York, LLC.

(incorporated by reference to Exhibit 10.1 filed with our Quarterly Report on Form 10-Q on November 6, 2023).

* Form of Performance Awards Agreement granted in 2022 pursuant to the 2022 Incentive Plan (incorporated by reference to Exhibit 10.5 filed with our Quarterly Report on Form 10-Q for the period ended September 30, 2022).

Form of Membership Interest Purchase Agreement used to effectuate the purchase of the interests of our joint venture partners (incorporated by reference to Exhibit 10.1 filed with our Quarterly Report on Form 10-Q for the period ended March 31, 2022).

* Form of Restricted Share Agreement for the 2022 Incentive Plan

* Form of Restricted Share Agreement awarded in 2023 pursuant to the 2022 Incentive Plan (incorporated by reference to Exhibit 10.19 filed with our Annual Report on Form 10-K for the year ended December 31, 2022).

* Form of Performance Awards Agreement granted in 2023 pursuant to the 2022 Incentive Plan (incorporated by reference to Exhibit 10.1 filed with our Quarterly Report on Form 10-Q for the period ended June 30, 2023).

* Form of Restricted Share Agreement awarded in 2024 pursuant to the 2022 Incentive Plan

Subsidiaries of the Registrant.

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Certification of Chief Financial Officer pursuant to Section 906 of the Act.

Registrant's Clawback Policy effective October 2, 2023.

101.INS The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.

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/s/ Carol Cicero Director March 14, 2024

/s/ Alan Ginsburg Director March 14, 2024

Alan Ginsburg

/s/ Fredric H.

Gould Director March 14, 2024

/s/ Matthew J.

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/s/ Gary Hurand Director March 14, 2024

/s/ Jeffrey Rubin Director March 14, 2024

Jeffrey Rubin

/s/ Jonathan Simon Director March 14, 2024

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Consolidated Statements of Operations for the years ended December 31, 202 3 and 202 2

Consolidated Statements of Comprehensive Income for the years ended December 31, 202 2 and 202 1

Consolidated Statements of Stockholders' Equity for the years ended December 31, 202 3 and 202 2

Consolidated Statements of Cash Flows for the years ended December 31, 2023 and 2022

Consolidated Financial Statement Schedule for the year ended December 31, 2022

Notes to Consolidated Financial Statements

III—Real Estate Properties and Accumulated Depreciation

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We have audited the accompanying consolidated balance sheets of BRT Apartments Corp.

and subsidiaries (the Company) as of December 31, 2022 and 2021, the related consolidated statements of operations, comprehensive income, changes in stockholders’ equity and cash flows for the years then ended, and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2022 and 2021, and the results of its operations and its cash flows for the years then ended, in conformity with U.S.

and subsidiaries (the Company) as of December 31, 2023 and 2022, the related consolidated statements of operations, stockholders' equity and cash flows for each of the two years in the period ended December 31, 2023 and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2023, in conformity with U.S.

generally accepted accounting principles.

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The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the account or disclosures to which it relates.

Purchase Price Allocation

Joint Venture Consolidation Assessment

Description of the matter

During the year ended December 31, 2022, the Company bought out eleven of the remaining interests of joint venture partners for an aggregate purchase price of $377.4 million, making them wholly owned and consolidated.

The transactions were accounted for as asset acquisitions and the purchase prices were allocated based on the relative fair values of the tangible and identified intangible assets acquired and liabilities assumed.

As more fully described in Note 3 of the consolidated financial statements, the estimates used in determining the relative fair values may be based on comparable transactions, replacement costs of assets, and other market data, which are unobservable inputs.

Auditing management’s purchase price allocations was complex due to the judgement required in developing the fair value of the acquired tangible and intangible assets.

In particular, the estimate was sensitive to unobservable significant assumptions, including comparable transactions and replacement costs of assets.

How we addressed the matter in our audit

Our audit procedures included, among others, evaluating the appropriateness of the methodology and model applied to determine the fair value of the acquired tangible and intangible assets and liabilities used in the purchase price allocation and recalculating the models’ results.

With the assistance of our real estate valuation specialists, we compared the significant assumptions used by management, including comparable transactions and replacement costs of assets, to current market data.

We also tested the completeness and accuracy of the underlying data used in management’s models.

In addition, we utilized third-party data to test management’s estimate and identify potential sources of corroborative or contrary information.

Valuation of Investments in Real Estate

Description of the Matter At December 31, 2023, the Company’s investments in real estate totaled approximately $636 million.

As described in Notes 1 and 11 to the consolidated financial statements, the Company reviews its investments in real estate when events or circumstances change indicating the carry value of the investment may not be recoverable.

Auditing the Company’s impairment analysis involved a high degree of subjectivity due to the judgment used by management to determine when indicators of impairment exist.

How We Addressed the Matter in Our Audit For investments in real estate, we obtained and reviewed management’s analysis of whether any indicators of impairment were identified, evaluated whether the list of indicators of impairment was complete, and evaluated whether conclusions reached by management were reasonable based on property-specific factors.

/s/ Ernst & Young LLP

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CONSOLIDATED BALANCE SHEETS

(Amounts in thousands, except share data)

(Amounts in thousands, except per share data)

Real estate properties, net of accumulated depreciation of $ 80,499 and $ 55,195

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Other assets 15,741 17,284

Real estate property held for sale — 4,379

Total Assets $ 709,963 $ 732,616

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37,143 37,123

Credit facility, net of deferred costs of $ 498 and $ —

Credit facility — 19,000

Accounts payable and accrued liabilities 21,948 22,631

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CONSOLIDATED STATEMENTS OF OPERATIONS

(Dollars in thousands, except share data)

(Dollars in thousands, except per share data)

Year Ended December 31,

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15,433 14,654

Impairment charge — 520

Depreciation and amortization 28,484 24,812

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Total revenues less total expenses ( 14,282 ) ( 15,011 )

Equity in earnings (loss) from unconsolidated joint ventures 1,895 ( 4,208 )

Equity in earnings from unconsolidated joint ventures 2,293 1,895

Equity in earnings from sale of unconsolidated joint venture properties 14,744 64,531

3 unchanged sentences

Gain on insurance recovery 240 62

Gain on sale of partnership interest — 2,632

Loss on extinguishment of debt — ( 563 )

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See accompanying notes to consolidated financial statements.

BRT REALTY TRUST AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Dollars in thousands)

Year Ended December 31,

Net income $ 50,099 $ 29,250

Other comprehensive income:

Unrealized gain on derivative instruments — 22

Other comprehensive income — 22

Comprehensive income 50,099 29,272

Comprehensive income attributable to non-controlling interests ( 144 ) ( 140 )

Comprehensive income attributable to common stockholders $ 49,955 $ 29,132

See accompanying notes to consolidated financial statements.

BRT APARTMENTS CORP.

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Years Ended December 31, 2023 and 2022

(Dollars in thousands, except share data)

Shares of Common Stock Additional Paid-In Capital Accumulated Other Comprehensive (Loss) Income (Accumulated Deficit) Non-Controlling Interests Total

(Dollars in thousands, except per share data)

Shares of Common Stock Additional Paid-In Capital (Accumulated Deficit) Non-Controlling Interests Total

Balances, December 31, 2021 $ 173 $ 258,161 $ ( 55,378 ) $ ( 5 ) $ 202,951

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Shares issued through equity offering program, net 5 9,940 — — 9,945

Shares issued through DRIP — 1,278 — — 1,278

Net income — — 49,955 144 50,099

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Distributions to non-controlling interests — — — ( 139 ) ( 139 )

Shares issued through equity offering program, net 5 9,940 — — — 9,945

Shares issued through DRIP — 3,034 — — 3,034

Shares repurchased ( 7 ) ( 14,392 ) — — ( 14,399 )

Net income — — 3,873 142 4,015

Other comprehensive income — — — — — —

Comprehensive income — — — — — 50,099

Balances, December 31, 2023 $ 175 $ 267,271 $ ( 38,986 ) $ ( 15 ) $ 228,445

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Net Income $ 4,015 $ 50,099

Adjustments to reconcile net income to net cash provided by (used in) operating activities:

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization 28,484 24,812

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Amortization of restricted stock and restricted stock units 4,768 4,486

Equity in (earnings) loss of unconsolidated joint ventures ( 1,895 ) 4,208

Equity in earnings of unconsolidated joint ventures ( 2,293 ) ( 1,895 )

Equity in earnings on sale of real estate of unconsolidated ventures ( 14,744 ) ( 64,531 )

Impairment charge — 520

Gain on sale of real estate ( 604 ) ( 6 )

Gain on sale of partnership interest — ( 2,632 )

Gain on insurance recovery ( 240 ) ( 62 )

1 unchanged sentence

Increases and decreases from changes in other assets and liabilities:

Decrease in other assets 4,717 2,203

(Increase) decrease in other assets ( 787 ) 5,142

Decrease in accounts payable and accrued liabilities ( 678 ) ( 3,923 )

Net cash provided by (used in) operating activities 15,025 ( 529 )

Net cash provided by operating activities 19,606 15,450

Cash flows from investing activities:

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Proceeds from the sale of real estate owned 711 4,385

Proceeds from the sale of joint venture interests — 10,540

Distributions from unconsolidated joint ventures 25,687 91,239

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Proceeds from insurance recoveries 240 62

Net cash used in investing activities ( 19,371 ) ( 22,098 )

Net cash provided by (used in) investing activities 16,679 ( 15,775 )

Cash flows from financing activities:

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Proceeds from the issuance of DRP shares 3,034 1,278

Net cash (used in) provided by financing activities ( 13,422 ) 32,863

Repurchase of shares of common stock ( 14,399 ) —

Net cash used in financing activities ( 32,231 ) ( 13,422 )

Net increase (decrease) in cash, cash equivalents, restricted cash and escrows:

4,054 ( 13,747 )

BRT APARTMENTS CORP.

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Year Ended December 31,

Net (decrease) increase in cash, cash equivalents and restricted cash:

( 17,768 ) 10,236

Cash, cash equivalents and restricted cash at beginning of year 38,921 28,685

Cash, cash equivalents and restricted cash at end of year $ 21,153 $ 38,921

Cash, cash equivalents, restricted cash and escrows at beginning of year 27,721 41,468

Cash, cash equivalents,restricted cash and escrows at end of year $ 31,775 $ 27,721

Supplemental disclosures of cash flow information:

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$ — $ ( 101,666 )

Cash and cash equivalents $ 20,281 $ 32,339

Restricted cash 872 6,582

Total cash, cash equivalents and restricted cash, shown in consolidated statement of cash flows $ 21,153 $ 38,921

See accompanying notes to consolidated financial statements.

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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.

September 30,

Cash and cash equivalents $ 23,512 $ 20,281

Restricted cash 632 872

Total cash, cash equivalents and restricted cash, shown in consolidated statement of cash flows $ 21,153 $ 38,921

Escrows (Other assets) 7,631 $ 6,568

Total cash, cash equivalents, restricted cash and escrows shown in consolidated statement of cash flows $ 31,775 $ 27,721

BRT APARTMENTS CORP.

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At December 31, 2023, BRT:

(i) wholly-owns twenty-one multi-family properties located in eleven states with an aggregate of 5,420 units and a carrying value of $ 649,701,000 ;

(ii) has ownership interests, through unconsolidated entities, in eight multi-family properties located in four states with an aggregate of 2,781 units, and the carrying value of its net equity investment is $ 39,076,000 ;

(i) wholly-owns 21 multi-family properties located in 11 states with an aggregate of 5,420 units and a carrying value of $ 634,046,000 ;

(ii) has ownership interests, through unconsolidated entities, in seven multi-family properties located in four states with an aggregate of 2,287 units, and the carrying value of its net equity investment is $ 30,418,000 ;

and (iii) owns other assets, through consolidated and unconsolidated subsidiaries, with a carrying value of $ 5,615,000 .

The Company's 29 multi-family properties are located in 11 states;

most of these properties are located in the Southeast United States and Texas.

The Company's 28 multi-family properties are located in 11 states primarily in the Southeast United States and Texas.

BRT conducts its operations to qualify as a real estate investment trust, or REIT, for Federal income tax purposes.

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

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

The joint venture that owns a commercial property in Yonkers, NY was determined not to be a variable interest entity ("VIE") but is consolidated because the Company has controlling rights in such entity.

The Company accounts for its investments in unconsolidated joint ventures under the equity method of accounting.

For each venture, the Company evaluated the rights provided to each party in the venture to assess the consolidation of the venture.

For each joint venture, the Company evaluated the 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.

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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.

Certain items on the consolidated financial statements for the year ended December 31, 2022, have been reclassified to conform with the current year's presentation including reclassifying (i) Credit Facility deferred fees to Other assets and (ii) Deposit and escrows within Cash and Restricted Cash on the statement of cash flows.

Income Tax Status

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The Company will not be subject to federal, and generally state and local taxes on amounts it distributes to stockholders, provided it distributes 90% of its ordinary taxable income and meets other conditions.

The Company currently has net operating loss carryforwards which it can use to reduce taxable income.

BRT APARTMENTS CORP.

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The value, as determined, is allocated to the gross assets acquired based on management’s determination of the relative fair values of these assets and liabilities.

Whenever the Company buys out the remaining interest from joint venture partners, the Company follows a cost-accumulation approach, wherein the Company allocates the cost basis of their existing interest and the purchase price of the remaining partner interest to the real estate acquired (including land, buildings and improvements, and identified intangibles such as acquired in-place leases) and acquired liabilities.

Whenever the Company buys out the remaining interest from joint venture partners, the Company follows a cost-accumulation approach, wherein the Company allocates the cost basis of its existing interest and the purchase price to the Company of its partners' remaining interest, to the real estate acquired (including land, buildings and improvements, and identified intangibles such as acquired in-place leases) and acquired liabilities.

Depreciation for multi-family properties is computed on a straight-line basis over an estimated useful life of 30 years.

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The Company recognizes the effect of forfeitures when they occur and previously recognized compensation expense is reversed in the period the grant or unit is forfeited.

The deferred compensation related to the RSUs to be recognized as expense is net of certain performance assumptions which are re-evaluated quarterly.

For accounting purposes, the restricted shares and the RSUs are not included in the outstanding shares shown on the consolidated balance sheets until they vest;

however, the restricted shares are included in the calculation of both basic and diluted earnings per share as they participate in the earnings of the Company.

Derivatives and Hedging Activities

The Company's objective in using derivative financial instruments is to manage interest rate risk related to variable rate debt.

The Company does not use derivatives for trading or speculative purposes.

The Company records all derivatives on its consolidated balance sheets at fair value.

The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether the Company has elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting.

Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows are considered cash flow hedges.

For derivatives designated as cash flow hedges, the effective portion of changes in the fair value of the derivative is reported in other comprehensive income (loss).

Those amounts are reclassified to earnings in the same income statement line item that is used to present the earnings effect of the hedged item when the hedged item affects earnings.

For derivatives not designated as cash flow hedges, changes in the fair value of the derivative are recognized directly in earnings in the period in which they occur.

The deferred compensation related to the performance based RSUs to be recognized as expense is net of certain performance assumptions which are re-evaluated quarterly.

For accounting purposes, the shares of restricted stock and the RSUs are not included in the outstanding shares shown on the consolidated balance sheets until they vest;

however, the restricted stock is included in the calculation of basic and diluted earnings per share as it participates in the earnings of the Company.

Per Share Data

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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 includes only those shares underlying the RSUs that it anticipates will vest based on management's current estimates.

In calculating diluted earnings per share, the Company includes only those shares underlying the RSUs that it anticipates will vest based on management's estimates which are evaluated quarterly.

The Company excludes any shares underlying the RSUs from such calculation if their effect would have been anti-dilutive.

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primarily, direct United States treasury obligations with maturities of three months or less when purchased.

Restricted Cash

Restricted cash consists of cash held for construction costs and property improvements for specific joint venture properties as may be required by contractual arrangements.

Other assets consist of real estate tax , insurance and replacement escrows (classified as restricted cash within the consolidated statement of cash flows), lease intangibles, tenant receivables, prepaid expenses and other receivables.

BRT APARTMENTS CORP.

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NOTE 1—ORGANIZATION, BACKGROUND AND SIGNIFICANT ACCOUNTING POLICIES (continued)

Restricted Cash

Restricted cash consists of cash held for construction costs and property improvements for specific joint venture properties as may be required by contractual arrangements.

Deferred Costs

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Actual results could differ from those estimates.

Reclassifications

Immaterial Error Correction

During the preparation of financial statements for the current year, it was determined that we were not correctly including the escrow accounts classified within other assets within cash flows from operating activities and cash flows from investing activities on the Consolidated Statements of Cash Flows.

As a result, we have made an immaterial error correction to the prior period to reclassify the deposits and escrows within Cash and Restricted Cash on the Statement of Cash Flows resulting in an increase in net cash from operating activities of $ 425,000 and a decrease in net cash used in investing activities of $ 3,596,000 from what was previously reported.

NOTE 2— REAL ESTATE PROPERTIES

Real estate properties, excluding a property held for sale in 2021 (see Note 7), consist of the following (dollars in thousands):

Real estate properties consist of the following (dollars in thousands):

Land $ 74,246 $ 74,246

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A summary of activity in real estate properties, net, for the year ended December 31, 2023 follows (dollars in thousands):

December 31, 2021 Balance Partner Buyouts

Improvements Depreciation December 31, 2022 Balance

December 31, 2022 Balance

Improvements Depreciation Asset Sale December 31, 2023 Balance

Multi-family $ 649,701 $ 9,537 $ ( 25,193 ) $ — $ 634,045

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Tennessee 2 702 $ 14,088 15 %

Mississippi 2 776 12,184 13 %

Alabama 3 740 11,194 12 %

Georgia 3 688 10,571 11 %

South Carolina 2 474 8,111 12 %

Florida 2 518 9,428 10 %

Texas 3 600 9,231 11 %

Mississippi 2 776 5,438 8 %

Alabama 3 740 5,099 7 %

South Carolina 2 474 8,585 9 %

Virginia 1 220 4,586 5 %

Ohio 1 264 3,563 5 %

Missouri 1 174 2,630 4 %

North Carolina 1 264 4,168 4 %

Missouri 1 174 3,802 4 %

Ohio 1 264 3,751 4 %

Other (a) — — 1,481 2 %

7 unchanged sentences

Leases at the Company's multi-family properties are generally for a term of one year or less and are not reflected in this table.

NOTE 3— ACQUISITIONS, DISPOSITIONS AND IMPAIRMENT CHARGES

NOTE 3— ACQUISITIONS AND DISPOSITIONS

Acquisitions of Interests in Joint Ventures

During 2022 and 2021, the Company purchased its partners' remaining interests in 11 and three joint ventures, respectively.

During 2023, the Company did not acquire any partnership interests.

During 2022, the Company purchased its partners' remaining interests in 11 joint ventures.

The Company determined that in each acquisition the gross assets acquired are concentrated in a single identifiable asset.

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December 31, 2023

NOTE 3—ACQUISITIONS, DISPOSITIONS AND IMPAIRMENT CHARGES (continued)

NOTE 3—ACQUISITIONS AND DISPOSITIONS (continued)

The following table summarizes these purchases (dollars in thousands):

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Total 2,844 $ 105,868

08/18/2021 Bells Bluff Nashville, TN 402 42 % $ 27,860

10/01/2021 Crestmont at Thornblade Greenville , SC 266 10 % 1,600

12/01/2021 Crossings of Bellevue Nashville, TN 300 20 % 16,128

Total 968 $ 45,588

____________________________

(1) The purchase price reflects our purchase of our joint venture partners' promote interest in the venture and in 2022 excludes closing costs of $ 2,191 and

operating cash acquired from the joint venture of $ 2,797 and in 2021 excludes closing costs of $ 793 , operating cash acquired from the joint

ventures of $ 2,608 and the payoff of the existing mortgages of $ 68,183 .

BRT APARTMENTS CORP.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2022

NOTE 3—ACQUISITIONS, DISPOSITIONS AND IMPAIRMENT CHARGES (continued)

The Company assessed the fair value of the tangible assets of each acquired property as of the applicable acquisition date using estimated building costs between $ 90 and $ 215 per square foot, with a weighted average square foot cost of $ 158 and estimated land costs between $ 4.11 and $ 50.14 per square foot with a weighted average square foot cost of $ 6.65 , which are Level 3 unobservable input in the fair value hierarchy.

The following table summarizes the purchase price allocation of the book values of those properties whose remaining interest was purchased and consolidated in 2022 or 2021 and is based on the proportionate share of the estimated fair value of the property on the acquisition date (dollars in thousands):

(1) The purchase price reflects the Company's purchase of its joint venture partner's promote interest in the venture.

Includes $ 3,596 escrows but excludes closing costs of $ 2,191 and operating cash acquired from the joint venture of $ 2,797 .

During 2022, the Company assessed the fair value of the tangible assets of each acquired property as of the applicable acquisition date using estimated building costs between $ 90 and $ 215 per square foot, with a weighted average square foot cost of $ 158 and estimated land costs between $ 4.11 and $ 50.14 per square foot with a weighted average square foot cost of $ 6.65 , which are Level 3 unobservable input in the fair value hierarchy.

The following table summarizes the purchase price allocation of the book values of those properties whose remaining interest was purchased and consolidated in 2022 and is based on the proportionate share of the estimated fair value of the property on the acquisition date (dollars in thousands):

Property Land Building and Improvements Total Land and building Acquisition related lease intangible Total Assets Acquisition related mortgage intangible

11 unchanged sentences

$ 35,422 $ 335,091 $ 370,513 $ 6,888 $ 377,401 $ 4,719

Bells Bluff $ 6,172 $ 77,532 $ 83,704 $ 1,597 $ 85,301 —

Crestmont at Thornblade 4,033 34,052 38,085 818 38,903 $ 2,641

Crossings of Bellevue 9,679 29,115 38,794 730 39,524 —

$ 19,884 $ 140,699 $ 160,583 $ 3,145 $ 163,728 $ 2,641

The unamortized balance of acquisition related lease intangibles, which is included in Other assets in the consolidated balance sheet, was $ 3,181,000 at December 31, 2022, and amortizes over one year .

In March 2023, the Company entered into an agreement to acquire a 238 -unit multifamily property constructed in 2019 and located in Richmond, VA, for a purchase price of approximately $ 62,500,000 .

The purchase price includes the assumption of approximately $ 32,000,000 of mortgage debt bearing an interest rate of 3.34 % and maturing in 2061.

The purchase is subject to the satisfaction of various conditions, including the completion, to BRT’s satisfaction, of its due diligence investigation, as well as the approval by the mortgage lender of the Company’s assumption of the mortgage debt.

BRT anticipates that this transaction will be completed in the fourth quarter of 2023, although we can provide no assurance that this transaction will be completed.

Property Dispositions

During the year ended December 31, 2022, the Company sold a land parcel located in Daytona, FL for a sales price of $ 4,700,000 and after closing costs, recognized a nominal gain.

In 2020, the Company recognized an impairment charge of $ 3,600,000 in connection with this property.

At December 31, 2021, this property was classified as held-for-sale on the Company's consolidated balance sheet ( see Note 7 - Real Estate Property Held for Sale).

BRT APARTMENTS CORP.

2 unchanged sentences

December 31, 2023

NOTE 3—ACQUISITIONS, DISPOSITIONS AND IMPAIRMENT CHARGES (continued)

The tables below provide information regarding the Company's disposition of real estate properties during the year ended December 31, 2021 (dollars in thousands):

Location Sale Date No.

of Units Sales Price Gain on Sale

Kendall Manor - Houston, TX 5/26/2021 272 $ 24,500 $ 7,279

New York, NY (1) 8/20/2021 1 545 414

273 $ 25,045 $ 7,693

_______________________________________

(1) Reflects the sale of a cooperative apartment unit.

Impairment Charges

In cases where the Company does not expect to recover its carrying value on properties held for use, the Company reduces its carrying value to fair value, and for properties held for sale, the Company reduces its carrying value to the fair value less costs to sell.

In the year ended December 31, 2021, the Company took an impairment charge of $ 520,000 related to its investment in OPOP Tower and OPOP Loft properties, St Louis, MO, as the carrying value exceeded the fair value by that amount.

The fair value is based upon the sale price at which the Company contracted to sell this joint venture interest.

This investment was sold in 2021 and no further impairments were recorded.

The Company did not record any impairment charges in 2022.

NOTE 3—ACQUISITIONS AND DISPOSITIONS (continued)

Property Dispositions

During the year ended December 31, 2023, the Company sold a cooperative apartment unit located in New York, NY for a sales price of $ 785,000 and after closing costs, recognized a gain of $ 604,000 on the sale.

During the year ended December 31, 2022, the Company sold a land parcel located in Daytona, FL for a sales price of $ 4,700,000 and after closing costs, recognized a nominal gain.

NOTE 4— RESTRICTED CASH

Restricted cash represents funds for specific purposes and therefore are not generally available for general corporate purposes.

As reflected on the consolidated balance sheets, restricted cash represents funds held by or on behalf of the Company specifically allocated for capital improvements at joint venture multi-family properties.

The restricted cash reflected on the consolidated balance sheets represents funds held by the Company specifically allocated for capital improvements at joint venture multi-family properties;

such funds are not generally available for general corporate purposes.

NOTE 5 - 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 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 account for the combined component in accordance with ASC 842.

The Company owns a commercial property which is leased to two tenants under operating leases with current expirations ranging from 2028 to 2035, with 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.

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 one 21-year renewal option.

As of December 31, 2022 , the remaining lease term, including the renewal option, is 22.8 years.

The Company is also a lessee under a corporate office lease in Great Neck, NY, which is classified as an operating lease.

The lease expires on December 31, 2031 and provides a 5-year renewal option.

The ground lease which was set to expire September 30, 2024, provided for one 21-year renewal option.

The renewal option was exercised in 2023 and the ground lease is scheduled to expire on June 30, 2045.

There are no further renewal options.

As of December 31, 2023 , the remaining lease term is 21.5 years.

The Company is a lessee under a corporate office lease in Great Neck, NY, which is classified as an operating lease.

The lease expires on December 31, 2031 and provides a five-year renewal option.

As of December 31, 2023, the remaining lease term, including renewal options deemed exercised, is 13.0 years.

BRT APARTMENTS CORP.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2022

NOTE 5 - LEASES (continued)

As of December 31, 2023 , the Company's right-of-use ("ROU") assets and lease liabilities were $ 2,183,000 and $ 2,318,000 , respectively and as of December 31, 2022, the Company's ROU assets and lease liabilities were $ 2,371,000 and $ 2,472,000 , respectively.

5 unchanged sentences

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.

BRT APARTMENTS CORP.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2023

NOTE 5 - LEASES (continued)

As of December 31, 2023, the minimum future lease payments related to the operating ground and office leases are as follows (dollars in thousands):

4 unchanged sentences

Lease liability $ 2,318

BRT APARTMENTS CORP.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2022

NOTE 6— INVESTMENT IN UNCONSOLIDATED VENTURES

At December 31, 2022 and 2021, the Company owned interests in unconsolidated joint ventures that own eight and 23 multi-family properties (the "Unconsolidated Properties"), respectively.

At December 31, 2023 and 2022, the Company owned interests in unconsolidated joint ventures that owned seven multi-family properties and an interest in a development property (the "Unconsolidated Properties"), respectively.

The condensed balance sheets below presents information regarding such properties (dollars in thousands):

13 unchanged sentences

Company equity interest in all joint venture equity $ 34,242 $ 42,576

___________________________________

(1) Includes work-in-process at December 31, 2023 and 2022 of approximately $ 46,509 and $ 24,335 , respectively, related to the Stono Oaks development project.

BRT APARTMENTS CORP.

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BRT equity in earnings and equity in earnings from sale of unconsolidated joint venture properties $ 17,037 $ 66,426

Purchase of Interest in a Joint Venture

On March 10, 2022, the Company acquired for $ 3,500,000 , a 17.45 % interest in a planned 240 -unit development property located in Johns Island, SC.

In 2023, the Company contributed an additional $ 316,000 to this venture.

In December 2022, the venture recorded an impairment charge of $ 8,553,000 due to a fire at the development.

1 unchanged sentence

The Company recorded its proportionate share of the impairment charge and the insurance recovery.

Dispositions of Properties

The table below provides information regarding the disposition of real estate properties by unconsolidated joint ventures in the year ended December 31, 2022 (dollars in thousands):

Location Sale Date Number of Units Sale Price Gain on Sale BRT Gain on Sale BRT Share of Loss of Extinguishment of Debt

Verandas at Shavano - San Antonio, TX 2/8/2022 288 $ 53,750 $ 23,652 $ 12,961 $ —

Reatreat at Cinco Ranch - Katy, TX 6/14/2022 268 68,300 30,595 17,378 686

The Vive - Kannapolis, NC 6/30/2022 312 91,250 47,086 22,720 787

Waters Edge - Columbia, SC 8/31/2022 204 32,400 16,937 11,472 388

1,072 $ 245,700 $ 118,270 $ 64,531 $ 1,861

As of December 31, 2023, the property is substantially complete and leasing has commenced.

BRT APARTMENTS CORP.

3 unchanged sentences

NOTE 6—INVESTMENT IN UNCONSOLIDATED VENTURES (continued)

The table below provides information regarding the disposition of real estate properties by unconsolidated joint ventures in the year ended December 31, 2021 (dollars in thousands):

Location Sale Date No.

of Units Sales Price Gain on Sale BRT Gain on Sale BRT Share of Loss of Extinguishment of Debt

Avenue Apts,Ocoee, FL 7/20/2021 522 $ 107,661 $ 39,668 $ 19,518 $ 4,474

Parc at 980, Lawrenceville, GA 7/28/2021 586 118,250 44,316 15,464 107

1,108 $ 225,911 $ 83,984 $ 34,982 $ 4,581

On March 13, 2023 , the unconsolidated joint venture that owns Chatham Court and Reflections, a 494 unit multi-family property located in Dallas and in which we have a 50 % interest entered into a contract to sell the property.

The contract sale price is $ 73,000,000 and we estimate our share of the gain will be approximately $ 14,300,000 and our share of the early extinguishment of debt charge will be approximately $ 167,000 .

Dispositions of Joint Venture Interests

There were no sales of joint venture interests in 2022.

The table below provides information regarding the sale of venture interests to our joint venture partners in the year ended December 31, 2021:

Location Sale Date No.

of Units Sales Price BRT's Share of Gain on Sale

Anatole, Daytona Beach, FL 4/20/2021 208 $ 7,540 $ 2,244

OPOP Tower and Lofts, St.

Louis, MO 11/4/2021 181 3,000 388

389 $ 10,540 $ 2,632

Dispositions of Properties

The table below provides information regarding the disposition of real estate properties by unconsolidated joint ventures in the year ended December 31, 2023 and 2022 (dollars in thousands):

Location Sale Date Number of Units Sale Price Gain on Sale BRT Share of Gain on Sale BRT Share of Loss of Extinguishment on Debt

Chatham Court and Reflections - Dallas, TX 5/12/2023 494 $ 73,000 $ 38,418 $ 14,744 $ 212

Verandas at Shavano - San Antonio, TX 2/8/2022 288 $ 53,750 $ 23,652 $ 12,961 $ —

Reatreat at Cinco Ranch - Katy, TX 6/14/2022 268 68,300 30,595 17,378 686

The Vive - Kannapolis, NC 6/30/2022 312 91,250 47,086 22,720 787

Waters Edge - Columbia, SC 8/31/2022 204 32,400 16,937 11,472 388

Total 2022 1,072 $ 245,700 $ 118,270 $ 64,531 $ 1,861

Joint Venture Buyouts

In 2022 and 2021, the Company purchased its venture partners' remaining interests in joint ventures that owned 11 and three multi-family properties, respectively.

In 2022, the Company purchased its venture partners' remaining interests in joint ventures that owned 11 multi-family properties.

The operations and accounts of these joint ventures which, as a result of such purchases, are wholly-owned by the Company are consolidated into the operations and accounts of the Company as of their respective acquisition dates.

See Note 3 for information regarding these buyouts.

NOTE 7— REAL ESTATE PROPERTY HELD FOR SALE

In September 2020, the Company entered into a contract to sell a vacant parcel of land located in South Daytona Beach, FL for $ 4,700,000 with a net book value of $ 4,379,000 .

At December 31, 2021, the Company reclassified the net book value of the land as Real estate property held-for-sale in the accompanying balance sheet.

The property was sold on February 2, 2022.

( See Note 3) .

BRT APARTMENTS CORP.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2022

NOTE 7— DEBT OBLIGATIONS

5 unchanged sentences

Total debt obligations $ 459,570 $ 459,915

A summary of activity in property debt for the year ended December 31, 2022 is as follows (dollars in thousands):

________________________

(1) Excludes $ 289 and $ 498 at December 31, 2023 and 2022, respectively, of deferred fees related to our credit facility which is reflected in Other Assets

BRT APARTMENTS CORP.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2023

NOTE 7—DEBT OBLIGATIONS (continued)

A summary of activity in property debt, net of deferred loan fees, for the year ended December 31, 2023 is as follows (dollars in thousands):

Balance at December 31, 2022 $ 403,792

Acquisitions 236,615

Increase due to refinancing/payoff of acquisition debt 6,749

Fair value adjustment upon consolidation ( 4,719 )

New mortgage 21,173

Amortization of fair value adjustment 613

Debt Payoff ( 29,462 )

Principal amortization ( 3,308 )

5 unchanged sentences

Thereafter 241,737

BRT APARTMENTS CORP.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2022

NOTE 8—DEBT OBLIGATIONS (continued)

The following table summarizes the information regarding the mortgages relating to the properties in which BRT purchased the remaining interests of its joint venture partners during the twelve months ended December 31, 2022 and 2021 (dollars in thousands):

Property Name Location Debt at Purchase Date (a) Interest Rate Maturity Date Interest only through

7 unchanged sentences

Civic II Southaven, MS 30,105 3.73 % Sept 2026 N/A

Abbotts Wilmington, NC 23,160 4.71 % July 2030 July 2025

Abbotts Run Wilmington, NC 23,160 4.71 % July 2030 July 2025

Somerset at Trussville Trussville, AL 32,250 4.19 % June 2029 May 2025

Magnolia Pointe Madison, AL 15,000 4.08 % Jan 2028 Dec 2022

Bells Bluff Nashville, TN $ 52,000 3.48 % Aug 2041 N/A

Crestmont at Thornblade Greenville, SC 26,425 4.69 % Nov 2028 N/A

Crossings of Bellevue Nashville, TN 37,680 3.11 % Dec 2031 N/A

________________________________

1 unchanged sentence

(b) The original mortgage debt of $ 11,147 was refinanced with new ten-year mortgage debt of $ 18,952 immediately following the buyout.

The interest rate, maturity date and interest - only terms reflect the new mortgage.

The interest rate, maturity date and

interest - only terms reflect the new mortgage.

(c ) Includes a supplemental mortgage of $ 1,056 which was paid off immediately following the buyout.

The unamortized balance of acquisition related mortgage intangibles, which is included in mortgages payable in the consolidated balance sheet, was $ 2,000,000 at December 31, 2022 and will be amortized as follows (dollars in thousands):

Year Ending December 31, Amount

Thereafter 144

Total $ 2,000

BRT APARTMENTS CORP.

3 unchanged sentences

NOTE 7—DEBT OBLIGATIONS (continued)

The Company paid off the following debt in the years ended December 31, 2022 and 2021 (dollars in thousands):

Property Name Location Mortgage Payoff Interest Rate Payoff Date Maturity Date Prepayment Charges

The unamortized balance of acquisition related mortgage intangibles, which is included in mortgages payable in the consolidated balance sheet, was $ 1,387,000 at December 31, 2023 and will be amortized as follows (dollars in thousands):

Year Ending December 31, Amount

Thereafter 143

Total $ 1,387

On February 24, 2023, the Company obtained mortgage debt of $ 21,173,000 on its Silvana Oaks - North Charleston, SC multi-family property;

such mortgage debt matures in March 2033, bears an interest rate of 4.45 % and is interest only for the term of the mortgage.

The Company paid off the following debt during the year ended December 31, 2022 (dollars in thousands):

Property Name Location Mortgage Payoff Interest Rate Payoff Date Maturity Date

Avalon Pensacola, FL $ 14,558 4.29 % 1/26/2022 3/1/2022

2 unchanged sentences

Total $ 29,462

Avalon - supplemental Pensacola, FL 2,903 4.92 % 7/29/2021 3/1/2022 29

Avondale Station Decatur, GA 7,140 3.74 % 8/30/2021 12/1/2022 376

Avondale Station - supplemental Decatur, GA 6,866 5.53 % 8/31/2021 12/1/2022 277

Woodland Trails LaGrange, GA 14,025 4.36 % 7/30/2021 2/1/2022 140

Ripco (a) Yonkers, NY 945 5.25 % 8/18/2021 4/1/2022 —

Total $ 31,879 $ 822

________________________________

(a) In connection with the payoff of this debt, the Company terminated the related interest rate swap.

Credit Facility

On September 15, 2022, the Company's credit facility with an affiliate of Valley National Bank ("VNB"),was amended to, among other things, increase the amount the Company can borrow, subject to compliance with borrowing base requirements and other conditions, up to $ 60,000,000 , extend the facility's maturity date to September 2025, reduce the adjustable interest rate to the prime rate, with a floor of 3.50 % and revise certain financing covenants.

The Company's credit facility with an affiliate of Valley National Bank ("VNB"), as amended, allows the Company to borrow, subject to compliance with borrowing base requirements and other conditions, up to $ 60,000,000 .

The facility can be used to facilitate the acquisition of multi-family properties, repay mortgage debt secured by multi family properties and for operating expense ( i.e., working capital (including dividend payments));

provided that no more than $ 25,000,000 may be used for operating expenses.

The facility is secured by the cash available in certain cash accounts maintained by the Company at VNB and the Company's pledge of its interests in the entities that own the unencumbered properties used in calculating the borrowing base.

The interest rate in effect as of December 31, 2022 and March 1, 2023 is 7.50 % and 7.75 %, respectively.

The facility, which was amended in August 2023 to change the interest rate from a prime based rate to a SOFR based rate, is secured by the cash available in certain cash accounts maintained by the Company at VNB and the Company's pledge of its interests in the entities that own the unencumbered properties used in calculating the borrowing base.

The interest rate, which adjusts monthly and is subject to a floor of 6.00 %, equals one-month term SOFR plus 250 basis points.

The interest rate in effect as of December 31, 2023 and March 1, 2024 was 7.85 % and 7.82 %, respectively.

There is an unused facility fee of 0.25 % per annum on the total amount committed by VNB and unused by the Company.

The facility matures in September 2025.

At December 31, 2023, the Company is in compliance in all material respects with its obligations under the facility.

At December 31, 2022, there was an outstanding balance on the facility of $ 19,000,000 and $ 41,000,000 was available to be borrowed.

At December 31, 2021, there was no outstanding balance on the facility.

The average balance outstanding on the facility for 2022 and 2021 was $ 7,907,000 and $ — .

At March 1, 2023, there is no balance outstanding on the facility.

At December 31, 2023, and March 1, 2024, there was no outstanding balance on the facility and $ 60,000,000 was available to be borrowed.

At December 31, 2022, there was an outstanding balance of $ 19,000,000 on the facility.

The average balance outstanding on the facility for 2023 and 2022 was $ 2,811,000 and $ 7,907,000 , respectively.

Interest expense for the years ended December 31, 2023 and 2022, which includes amortization of deferred financing costs and unused fees, was $ 574,000 and $ 713,000 , respectively.

Deferred costs of $ 498,000 and $ 270,000 are recorded on the consolidated balance sheets at December 31, 2022 and 2021, respectively.

Junior Subordinated Notes

At December 31, 2022 and 2021, the outstanding principal balance of the Company's junior subordinated notes was $ 37,400,000 , before deferred financing costs of $ 277,000 and $ 297,000 , respectively.

The interest rate on the outstanding balance resets quarterly and is based on three month LIBOR + 2.00 %.

The rate in effect at December 31, 2022 and 2021 was 6.41 % and 2.13 % respectively.

The notes mature April 30, 2036.

Deferred costs of $ 289,000 and $ 498,000 are recorded in Other Assets on the consolidated balance sheets at December 31, 2023 and 2022, respectively.

BRT APARTMENTS CORP.

3 unchanged sentences

NOTE 7—DEBT OBLIGATIONS (continued)

Junior Subordinated Notes

At December 31, 2023 and 2022, the outstanding principal balance of the Company's junior subordinated notes was $ 37,400,000 , before deferred financing costs of $ 257,000 and $ 277,000 , respectively.

The interest rate on the outstanding balance resets quarterly and is based on three month term SOFR + 2.26 %.

The rate in effect at December 31, 2023 and 2022 was 7.65 % and 6.41 %, respectively.

The notes mature April 30, 2036.

The notes require interest only payments through the maturity date, at which time repayment of all outstanding principal and unpaid interest is due.

12 unchanged sentences

Earnings and profits, which determine the taxability of dividends to stockholders, differs from net income reported for financial statement purposes due to various items, including timing differences related to impairment charges, depreciation methods and carrying values.

For the 2022 tax year, the Company expects to use its remaining available net operating loss carryforwards and at December 31, 2022, the Company does not have any net operating loss carryforwards available.

The Company's net operating losses had previously been available to reduce taxable income.

NOTE 9— STOCKHOLDERS' EQUITY

6 unchanged sentences

and (ii) cash settled dividend equivalent rights in tandem with the grant of restricted stock units and certain performance based awards.

Each of the Company's 2020 Incentive Plan (the "2020 Plan") and the Amended and Restated 2018 Incentive Plan (the "2018 Plan") authorized the Company to grant up to 1,000,000 shares of common stock pursuant to the same type of awards available under the 2022 Plan.

No further awards may be granted pursuant to the 2020 Plan or the 2018 Plan, which are referred to collectively as the "Prior Plans."

Restricted Stock Units

In each of March 2021 (pursuant to the 2020 Plan) and June 2022 (pursuant to the 2022 Plan), the Company issued restricted stock units (the "RSUs") to acquire up to 210,375 and 212,470 shares of common stock respectively.

The RSUs granted in each of 2021 and 2022 entitle the recipients, subject to continued service during the applicable performance period to

Each of the Company's Amended and Restated 2020 Incentive Plan (the "2020 Plan") and the Amended and Restated 2018 Incentive Plan (the "2018 Plan";

and together with the 2020 Plan, the "Prior Plans") authorized the Company to grant up to 1,000,000 and 600,000 , respectively, of shares of common stock pursuant to the same type of awards available under the 2022 Plan.

No further awards may be granted pursuant to the Prior Plans.

BRT APARTMENTS CORP.

3 unchanged sentences

NOTE 9—STOCKHOLDERS' EQUITY (continued)

(i) up to 93,500 and 94,431 and shares of common stock, respectively, (the "TSR Award"), based on achieving, during the three-year performance period, specified levels in compounded annual growth rate ("CAGR") in total stockholder return (“TSR”), and (ii) up to 93,500 and 94,431 shares of common stock based, respectively, on achieving, during the measurement period, specified levels in CAGR in adjusted funds from operations (the "AFFO Award"), in each case as determined pursuant to the award agreement.

In addition, with respect to each of the RSUs granted in 2021 and 2022, up to 23,375 and 23,608 shares, respectively, (the "Peer Group Adjustment") may be added to or subtracted from the TSR Award, based on attaining or failing to attain, as the case may be, during the applicable performance period, of CAGR in TSR for the REITs that comprise, with specified exceptions, the FTSE NAREIT Equity Apartment Index.

The RSU recipients also received dividend equivalent rights entitling them to receive cash dividends with respect to the shares of common stock underlying their RSUs as if the underlying shares were outstanding during the applicable performance period, if, when, and to the extent, the related RSUs vest.

The shares underlying the RSU's are not participating securities but are contingently issuable shares.

Incentive Plan 2022 Plan 2020 Plan 2018 Plan

Maximum shares 1,000,000 1,000,000 600,000

Restricted shares issued ( 163,914 ) ( 475,747 ) ( 459,495 )

RSUs issued ( 427,459 ) ( 210,375 ) —

Restricted shares and RSUs forfeited 2,861 2,303 1,000

Expired shares — ( 316,181 ) ( 141,505 )

Remaining shares available to be issued 411,488 (1) — —

(1) Excludes 166,439 shares of restricted shares issued in January 2024.

Restricted Stock

In January 2023 and January 2022, the Company granted shares of restricted stock pursuant to the 2022 Plan and 2020 Plan.

The shares of restricted stock generally 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 basic and diluted earnings per share computation.

The weighted average remaining vesting period of the outstanding restricted stock is 2.1 years.

Subsequent to December 31, 2023, the Company granted 166,439 stock of restricted stock pursuant to the 2022 Plan.

The tables below presents information regarding the changes in the number of shares of restricted stock outstanding under the Company's equity incentive plans, compensation expense and unearned compensation for the periods indicated (dollars in thousands):

Year Ended December 31,

Restricted Stock Grants:

Unvested at beginning of the year 934,092 922,619

Grants 163,914 158,973

Forfeitures ( 1,670 ) ( 250 )

Vested during the year ( 144,497 ) ( 147,250 )

Unvested at the end of the year 951,839 934,092

Amounts charged to compensation expense $ 3,360 $ 2,978

Unearned compensation at period end $ 7,484 $ 7,728

BRT APARTMENTS CORP.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2023

NOTE 9—STOCKHOLDERS' EQUITY (continued)

Restricted Stock Units

In June 2023 and June 2022, the Company issued restricted stock units (the "RSUs") to acquire shares of common stock.

The RSUs granted entitle the recipients, subject to continued service during the applicable performance period, to (i) shares of common stock, (the "TSR Award"), based on achieving, during the three-year performance period (the "Measurement Period"), specified levels in compounded annual growth rate ("CAGR") in total stockholder return (“TSR”), and (ii) shares of common stock based on achieving, during the Measurement Period, specified levels in CAGR in adjusted funds from operations (the "AFFO Award"), in each case as determined pursuant to the award agreement.

In addition, with respect to each of the RSUs granted in 2023 and 2022, additional shares (the "Peer Group Adjustment") may be added to or subtracted from the TSR Award based on attaining or failing to attain, as the case may be, during the Measurement Period, of specified levels of CAGR in TSR in comparison to the REITs that comprise, with specified exceptions, the FTSE NAREIT Equity Apartment Index.

The RSU recipients also received dividend equivalent rights entitling them to an amount equal to cash dividends they would have received with respect to the shares of common stock underlying their RSUs as if the underlying shares were outstanding during the Measurement Period, if, when, and to the extent, the related RSUs vest.

The shares underlying the RSUs are not participating securities but are contingently issuable shares.

The tables below presents activity and changes in the number of RSUs under the Company's equity incentive plans, compensation expense and unearned compensation for the periods indicated (dollars in thousands):

Year Ended December 31,

Unvested units at beginning of year 420,739 210,375

Grants - TSR Awards 95,550 94,431

Grants - TSR Peer group adjustment 23,890 23,608

Grants - AFFO Awards 95,550 94,431

Total RSUs granted in applicable year 214,990 212,470

Forfeitures ( 1,239 ) ( 2,106 )

Total unvested RSUs at end of year 634,490 420,739

Amounts charged to compensation expense $ 1,408 $ 1,508

Unearned compensation at period end $ 1,999 $ 4,269

For the TSR Awards, a third party appraiser prepared a Monte Carlo simulation pricing model to assist management in determining fair value.

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2022 3 4.57 % 2.23 % to 3.11 % 35.60 % to 47.40 %

For the AFFO Awards granted in 2022 and 2021, fair value is based on the market value on the date of grant.

For the AFFO Awards granted, fair value is based on the market value on the date of grant.

Expense is not recognized on RSUs which the Company does not expect to vest because the performance conditions are not expected to be satisfied.

Performance assumptions are re-evaluated quarterly.

The total amount recorded at the grant date as deferred compensation with respect to the RSUs granted in 2022 and 2021 was $ 2,068,000 and $ 1,995,000 respectively.

In June 2016, the Company issued RSUs to acquire up to 450,000 shares of common stock, pursuant to the 2016 Plan.

In 2021, it was determined that the market conditions with respect to 250,000 shares underlying RSU's issued under the 2016 Plan had been satisfied;

such shares with an aggregate market value of $ 4,200,000 as of the measurement date, were issued and an aggregate of $ 775,000 of RSU dividend equivalents were paid.

It was also determined that the performance conditions with respect to 200,000 shares underlying RSU's under the 2016 Plan had not been satisfied and accordingly, the 200,000 RSU's did not vest.

The Company recorded $ 1,508,000 and $ 620,000 of compensation expense related to the amortization of unearned compensation with respect to the RSUs in the year ended December 31, 2022 and 2021 respectively.

At December 31, 2022 and 2021, $ 4,269,000 and $ 2,248,000 had been deferred as unearned compensation and is to be charged to expense over the balance of the applicable performance period.

Restricted Stock

In January 2022, June 2021 and January 2021, the Company granted 158,973 , 160,000 and 156,774 shares, respectively, of restricted stock pursuant to the 2020 Plan.

As of December 31, 2022, an aggregate of 934,092 shares of unvested restricted stock are outstanding pursuant to the 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.

During the years ended December 31, 2022 and 2021, the Company recorded $ 2,978,000 and $ 2,321,000 , respectively, of compensation expense related to the amortization of unearned compensation with respect to the restricted stock awards.

At December 31, 2022 and 2021, $ 7,728,000 and $ 7,332,000 , respectively, has been deferred as unearned compensation and will be charged to expense over the remaining vesting periods of these restricted stock awards.

The weighted average vesting period of the 934,092 restricted shares is 2.3 years.

Subsequent to

BRT APARTMENTS CORP.

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NOTE 9—STOCKHOLDERS' EQUITY (continued)

December 31, 2022, the Company granted 163,974 shares of restricted stock pursuant to the 2022 Plan.

Changes in the number of restricted shares outstanding under the Company's equity incentive plans are shown below:

Year Ended December 31,

Outstanding at beginning of the year 922,619 744,145

Issued 158,973 316,774

Cancelled ( 250 ) ( 950 )

Vested ( 147,250 ) ( 137,350 )

Outstanding at the end of the year 934,092 922,619

Performance assumptions are re-evaluated quarterly.The total amount recorded at the grant date as deferred compensation with respect to the AFFO awards granted in 2023 and 2022 was $ 1,879,000 and $ 2,068,000 respectively.

The following table reflects the compensation expense recorded for all incentive plans (dollars in thousands):

Year Ended December 31,

Restricted stock grants $ 2,978 $ 2,321

Restricted stock units 1,508 620

Restricted stock $ 3,360 $ 2,978

RSUs 1,408 1,508

Total compensation $ 4,768 $ 4,486

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Earnings per common share, diluted $ 0.16 $ 2.66

Equity Distribution Agreements

Effective as of May 12, 2023, the Company (i) terminated the equity distribution agreements dated March 18, 2022 and (ii) entered into equity distribution agreements with three sales agents to sell up to $ 40,000,000 of shares of its common stock from time-to-time in an at-the-market offering.

During the year ended December 31, 2023, the Company did not sell any shares.

During the year ended December 31, 2022 the Company sold 347,815 shares, for an aggregate sales price of $ 7,870,000 , before commissions and fees of $ 98,000 .

At December 31, 2023, the Company is authorized to sell an aggregate of $ 32,131,000 of shares pursuant to the equity distribution agreements.

Share Repurchase

Pursuant to the Company’s repurchase program(s), as amended from time to time, the Company is authorized to repurchase shares of its common stock through open-market transactions, privately negotiated transactions, or otherwise.

BRT APARTMENTS CORP.

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NOTE 9—STOCKHOLDERS' EQUITY (continued)

Equity Distribution Agreements

The following table reflects the sale of shares pursuant to the equity distribution agreements entered into on March 18, 2022, with three sales agents in an at-the-market offering (dollars in thousands):

Number of Shares Sold Average Price Gross Proceeds Commissions and Fees Net Proceeds Dollar Value of Shares Sold

Aggregate amount available under agreements $ 40,000

2022 (a) 347,815 $ 22.62 $ 7,870 $ 98 $ 7,772 ( 7,870 )

347,815 $ 7,870 $ 98 $ 7,772

Remaining amount available under agreements:

____________________________

(a) Subsequent to March 17, 2022.

The following table reflects the sale of shares pursuant to the equity distribution agreements entered into on November 26, 2019, as amended, with three sales agents in an at-the-market offering (dollars in thousands):

Number of Shares Sold Average Price Gross Proceeds Commissions and Fees Net Proceeds Dollar Value of Shares Sold

Aggregate amount available under agreements $ 30,000

2019 111,963 $ 18.06 $ 2,022 $ 31 $ 1,991 ( 2,022 )

2020 694,298 17.71 12,293 185 $ 12,108 ( 12,293 )

2021 529,126 18.47 9,771 147 $ 9,624 ( 9,771 )

2022 (a) 100,000 22.06 2,206 33 $ 2,173 ( 2,206 )

1,435,387 $ 26,292 $ 396 $ 25,896

Remaining amount not available under agreements (b):

____________________________

(a) Through March 17, 2022.

(b) The amount remaining was no longer available after March 17, 2022.

Stock Buyback

On September 13, 2021, the Board of Directors approved a stock purchase plan authorizing the Company, effective as of October 1, 2021, to repurchase up to $ 5,000,000 of shares of common stock through December 31, 2023.

During the years ended December 31, 2022 and 2021, the Company did no t repurchase any shares of common stock.

In June 2023, the Board of Directors extended the term of the Company's share repurchase program from December 31, 2023 to December 31, 2025 and increased the existing repurchase authorization from $ 5,000,000 to $ 10,000,000 of shares.

In August 2023 and December 2023, the Board of Directors, replenished the authorization by approximately $ 6,750,000 and $ 7,230,000 , respectively, to increase the repurchase authorization as of such date to $ 10,000,000 of shares.

During the year ended December 31,2023, the Company repurchased 779,423 shares of common stock for total consideration of approximately $ 14,397,000 , net of commissions of $ 44,000 .

As of December 31, 2023, the Company is authorized to repurchase approximately $ 9,584,000 of shares of common stock.

From January 1, 2024 through March 1, 2024, the Company repurchased 123,061 shares of common stock at an average price per share of $ 18.43 for an aggregate cost of $ 2,268,000 .

At March 1, 2024, the Company is authorized to repurchase up to $ 7,316,000 of shares of common stock.

During the twelve months ended December 31, 2022, the Company did not repurchase any shares of common stock.

Dividend Reinvestment Plan

The Dividend Reinvestment Plan (the “DRP”), among other things, provides stockholders with the opportunity to reinvest all or a portion of their cash dividends paid on the Company’s common stock in additional shares of its common stock, at a discount, determined in the Company’s sole discretion, of up to 5 % from the market price for the common stock (as such price is calculated pursuant to the DRP).

The discount from the market price is currently 3 %.

The DRP is effective with the dividend paid on July 8, 2022.

In the year ended December 31, 2022, the Company issued 62,360 shares in lieu of cash dividends of $ 1,279,000 .

BRT APARTMENTS CORP.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2022

The discount from the market price as of December 31, 2023 was 3 %.

In the year ended December 31, 2023 and 2022, the Company issued 165,228 and 62,360 shares in lieu of cash dividends of $ 3,034,000 and $ 1,279,000 , respectively.

In March 2024, the Board of Directors reauthorized the DRP.

NOTE 10— RELATED PARTY TRANSACTIONS

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Gould, a director, to provide, among other things, the following services:

participating in the Company's multi-family property analysis and approval process ( which includes service on an investment committee), providing investment advice, long term planning and consulting with executives and employees with respect to other business matters, as required.

participating in the Company's multi-family property analysis and approval process (which includes service on an investment committee), providing investment advice, and long-term planning and consulting with executives and employees with respect to other business matters, as required.

The aggregate fees paid in 2023 and 2022 for these services were $ 1,541,000 and $ 1,468,000 , respectively.

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Certain of the Company's officers and directors are also officers and directors of Majestic Property.

Majestic Property provides real property management, real estate brokerage and construction supervision services to these properties.

Majestic Property provides real property management, real estate brokerage and construction supervision services for these properties.

For the years ended December 31, 2023 and 2022, fees for these services were $ 34,000 and $ 36,000 , respectively.

Pursuant to a shared services agreement between the Company and several affiliated entities, including Gould Investors L.P., the owner and operator of a diversified portfolio of real estate and other assets and One Liberty Properties, Inc., a NYSE listed equity REIT ("One Liberty"), the (i) services of the part time personnel that perform certain executive, administrative, legal, accounting and clerical functions and (ii) certain facilities and other resources, are provided to the Company.

listed equity REIT ("One Liberty"), the (i) services of the part time personnel that perform certain executive, administrative, legal, accounting and clerical functions and (ii) certain facilities and other resources, are provided to the Company.

The allocation of expenses for the facilities, personnel and other resources shared by, among others, the Company and Gould Investors, is computed in accordance with such agreement and is included in general and administrative expense on the consolidated statements of operations.

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Insurance reimbursements to Gould Investors for the years ended December 31, 2023 and 2022 were $ 22,000 and $ 67,000 , respectively.

BRT APARTMENTS CORP.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2023

NOTE 11— FAIR VALUE OF FINANCIAL INSTRUMENTS

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The carrying amounts reported on the balance sheets for these instruments approximate their fair value due to the short term nature of these accounts.

BRT APARTMENTS CORP.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2022

NOTE 12—FAIR VALUE OF FINANCIAL INSTRUMENTS (continued)

Junior subordinated notes:

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At December 31, 2023, the estimated fair value of the Company's mortgages payable is less than their carrying value by approximately $ 34,195,000 , assuming market interest rates between 4.88 % and 6.23 %.

At December 31, 2021, the estimated fair value was greater than the carrying value by $ 511,000 , assuming market interest rates between 3.12 % and 3.87 %.

At December 31, 2022, the estimated fair value was less than the carrying value by $ 37,500,000 , assuming market interest rates between 5.18 % and 6.23 %.

Market interest rates were determined using current financing transaction information provided by third party institutions.

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In the evaluation of an investment for impairment, many factors are considered, including estimated current and expected cash flows from the asset during the projected hold period, costs necessary to extend the life of the asset, expected capitalization rates, and projected stabilized net operating income and the ability to hold or dispose of the asset in the ordinary course of business.

The Company measures its real estate investments at fair value on a nonrecurring basis.

In the quarter ended June 30, 2021, the fair value of the real estate investment was determined based on the expected sale price per the contract using the following input levels (dollars in thousands):

Carrying and Fair Value Fair Value Measurements Using Fair Value Hierarchy

Level 1 Level 2 Level 3

Non-Financial Assets:

Long-lived assets - Opop Tower and Lofts, St Louis, MO $ 3,000 $ — $ 3,000 $ —

NOTE 13— COMMITMENT AND CONTINGENCIES

From time to time, the Company and/or its subsidiaries are parties to legal proceedings that arise in the ordinary course of business, and in particular, personal injury claims involving the operations of the Company's properties.

Although management believes that the primary and umbrella insurance coverage maintained with respect to such properties is sufficient to cover claims for compensatory damages, many of these personal injury claims also assert claims for exemplary ( i.e punitive) damages.

Generally, insurance does not cover claims for punitive or exemplary damages.

BRT APARTMENTS CORP.

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December 31, 2023

NOTE 13—COMMITMENT AND CONTINGENCIES (continued)

The Company is one of several defendants in a wrongful death lawsuit seeking an unspecified amount in excess of $ 1,000,000 and an unspecified amount of exemplary damages.

The Company’s primary insurance carrier is defending the claim.

Although management is not able to determine the probability and/or magnitude of any potential loss, if any, management believes the Company has sufficient primary and umbrella insurance to cover the claim for compensatory damages.

In December 2022, a personal injury lawsuit in which the Company and others were defendants settled - the Company’s insurance carrier paid the plaintiff $ 850,000 .

NOTE 12— COMMITMENT AND CONTINGENCIES

Generally, insurance does not cover claims for punitive or exemplary damages.

The Company was one of several defendants in a wrongful death lawsuit which was settled.

In connection with the settlement, the Company paid $ 325,000 which payment was funded by the Company's insurance carrier.

The Company maintains a non-contributory defined contribution pension plan covering eligible employees and officers.

Contributions by the Company are made through a money purchase plan, based upon a percent of qualified employees' total salary as defined therein.

Contributions by the Company are made through a money purchase plan and the amounts of such contributions are based upon a percent of qualified employees' total salary as defined therein.

Pension expense approximated $ 473,000 and $ 424,000 during the years ended December 31, 2023 and 2022, respectively.

At December 31, 2023 and 2022, $ 73,000 and $ 125,000 , respectively, remains unpaid and is included in accounts payable and accrued liabilities on the consolidated balance sheets.

At December 31, 2022, the Company is the carve-out guarantor with respect to mortgage debt in principal amount of $ 401,225,000 at seventeen multi-family properties.

NOTE 14— DERIVATIVE FINANCIAL INSTRUMENTS

Cash Flow Hedges of Interest Rate Risk

The Company's objectives 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 and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings.

As of December 31, 2022 and 2021, the Company did not have any outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk.

The following table presents the effect of the Company's derivative financial instrument on the consolidated statements of comprehensive income (loss) for the year ended December 31, 2021 (dollars in thousands):

Year ended December 31,

Amount of loss recognized on derivative in Other Comprehensive Income $ ( 1 )

Amount of gain reclassified from Accumulated Other Comprehensive (loss) income into Interest Expense $ ( 12 )

Total amount of Interest expense presented in the Consolidated Statement of Operations $ 6,757

During the year ended December 31, 2021, the Company accelerated the reclassification of losses of $ 12,000 from other comprehensive income to earnings as a result of the hedged forecasted transaction becoming probable not to occur.

At December 31, 2023, the Company is the carve-out guarantor with respect to mortgage debt in principal amount of $ 419,349,000 at 18 multi-family properties.

BRT APARTMENTS CORP.

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Total revenues less total expenses ( 5,041 ) ( 4,134 ) ( 2,873 ) ( 2,234 ) ( 14,282 )

Equity in earnings (loss) of unconsolidated joint ventures 1,230 ( 50 ) 135 580 1,895

Equity in earnings of unconsolidated joint ventures 815 464 426 588 2,293

Equity in earnings from sale of unconsolidated joint venture properties — 14,744 — — 14,744

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Insurance recovery of casualty loss — 215 261 317 793

Gain on sale of partnership interest — — — —

Gain on insurance recoveries 240 — — — 240

Loss on extinguishment of debt — ( 563 ) — — ( 563 )

Income (loss) from continuing operations 11,618 36,367 7,272 ( 4,337 ) 50,920

Income (loss) income from continuing operations ( 3,986 ) 11,289 ( 1,582 ) ( 1,652 ) 4,069

Provision for taxes 76 51 ( 122 ) 49 54

Net income (loss) from continuing operations, net of taxes 11,544 35,643 7,094 ( 4,182 ) 50,099

Net (loss) income from continuing operations, net of taxes ( 4,062 ) 11,238 ( 1,460 ) ( 1,701 ) 4,015

Income attributable to non-controlling interests ( 36 ) ( 36 ) ( 34 ) ( 36 ) ( 142 )

Net income (loss) attributable to common stockholders $ 11,508 $ 35,607 $ 7,059 $ ( 4,219 ) 49,955

Net (loss) income attributable to common stockholders $ ( 4,098 ) $ 11,202 $ ( 1,494 ) $ ( 1,737 ) 3,873

Basic and diluted and per share amounts attributable to common stockholders

Basic income (loss) per share $ 0.62 $ 1.91 $ 0.37 $ ( 0.22 ) $ 2.67

Diluted income (loss) per share $ 0.62 $ 1.91 $ 0.37 $ ( 0.22 ) $ 2.66

Basic (loss) income per share $ ( 0.21 ) $ 0.59 $ ( 0.08 ) $ ( 0.11 ) $ 0.16

Diluted (loss) income per share $ ( 0.21 ) $ 0.58 $ ( 0.08 ) $ ( 0.11 ) $ 0.16

BRT APARTMENTS CORP.

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Total revenues less total expenses ( 2,579 ) ( 3,118 ) ( 4,397 ) ( 4,917 ) ( 15,011 )

Equity in (loss) earnings of unconsolidated joint ventures ( 1,345 ) ( 492 ) ( 4,196 ) 1,825 ( 4,208 )

Equity in earnings (loss) of unconsolidated joint ventures 1,230 ( 50 ) 135 580 1,895

Equity in earnings from sale of unconsolidated joint venture properties 12,961 40,098 11,472 — 64,531

Gain on sale of real estate 6 — — — 6

Gain on sale of partnership interest — 2,244 — 388 2,632

Casualty loss — — — ( 850 ) ( 850 )

Insurance recovery of casualty loss — — — 850 850

Gain on insurance recoveries — — 62 — 62

Loss on extinguishment of debt — ( 563 ) — — ( 563 )

(Loss) income from continuing operations ( 3,674 ) 6,127 28,172 ( 1,169 ) 29,456

Provision for taxes 57 67 31 51 206

(Loss) income from continuing operations, net of taxes ( 3,731 ) 6,060 28,141 ( 1,220 ) 29,250

Income (loss) from continuing operations 11,618 36,367 7,272 ( 4,337 ) 50,920

Provision (benefit) for taxes 74 724 178 ( 155 ) 821

Income (loss) from continuing operations, net of taxes 11,544 35,643 7,094 ( 4,182 ) 50,099

Income attributable to non-controlling interests ( 36 ) ( 36 ) ( 35 ) ( 37 ) ( 144 )

Net (loss) income attributable to common stockholders $ ( 3,765 ) $ 6,027 $ 28,106 $ ( 1,254 ) 29,114

Net income (loss) income attributable to common stockholders $ 11,508 $ 35,607 $ 7,059 $ ( 4,219 ) 49,955

Basic and per share amounts attributable to common stockholders

Basic (loss) income per share $ ( 0.22 ) $ 0.34 $ 1.55 $ ( 0.08 ) $ 1.63

Diluted (loss) income per share $ ( 0.22 ) $ 0.34 $ 1.54 $ ( 0.08 ) $ 1.62

BRT APARTMENTS CORP.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2022

Basic income (loss) per share $ 0.62 $ 1.91 $ 0.37 $ ( 0.22 ) $ 2.67

Diluted income (loss) per share $ 0.62 $ 1.91 $ 0.37 $ ( 0.22 ) $ 2.66

NOTE 14— SUBSEQUENT EVENTS

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(Dollars in thousands)

Initial Cost to Company Costs Capitalized Subsequent to

Acquisition Gross Amount At Which Carried at December 31, 2022 Depreciation Life

Description Encumbrances Land Buildings and Improvements Land Improvements Carrying

Costs Land Buildings and

Initial Cost to Company Costs Capitalized Subsequent to Acquisition Gross Amount At Which Carried at December 31, 2023 Depreciation Life

Description Encumbrances Land Buildings and Improvements Land Improvements Land Buildings and

Improvements Total (a) Accumulated

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Capital improvements 9,643 6,295

Capitalized development expenses and carrying costs — —

9,643 376,808

1 unchanged sentence

Depreciation 25,304 18,755

Impairment Charge — —

Reconciliation of partnership interest — —

25,410 23,134

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures