GTJ REIT, INC. - Quarter Report: 2023 June (Form 10-Q)

10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2023


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to .

Commission file number: 333-136110

GTJ REIT, INC.

(Exact name of registrant as specified in its charter)

Maryland

20-5188065

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

1399 Franklin Avenue

Suite 100

Garden City, New York

11530

(Address of principal executive offices)

(Zip Code)

(516) 693-5500

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	None	None

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 Data File required to be submitted pursuant to Rule 405 of Regulation 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 the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


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 common stock, as of the latest practicable date: 13,333,909 shares of common stock as of August 1, 2023.

GTJ REIT, INC. AND SUBSIDIARIES

QUARTERLY REPORT ON FORM 10-Q

FOR THE QUARTER ENDED JUNE 30, 2023

TABLE OF CONTENTS


PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements	2

	Condensed Consolidated Balance Sheets at June 30, 2023 (Unaudited) and December 31, 2022	2

	Condensed Consolidated Statements of Operations (Unaudited) for the Three and Six Months Ended June 30, 2023 and 2022	3

	Condensed Consolidated Statements of Stockholders’ Equity (Unaudited) for the Three and Six Months Ended June 30, 2023 and 2022	4

	Condensed Consolidated Statements of Cash Flows (Unaudited) for the Six Months Ended June 30, 2023 and 2022	5

	Notes to Condensed Consolidated Financial Statements (Unaudited)	6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	24

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	31

Item 4.	Controls and Procedures	31

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	32

Item 1A.	Risk Factors	32

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	32

Item 3.	Defaults Upon Senior Securities	32

Item 4.	Mine Safety Disclosures	32

Item 5.	Other Information	32

Item 6.	Exhibits	33

Signatures		34

Part I – Financial Information

Item 1. Financial Statements

GTJ REIT, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(amounts in thousands, except share data)


	June 30,			December 31,
	2023			2022
	(Unaudited)
ASSETS
Real estate, at cost:
Land	$	223,308		$	197,745
Buildings and improvements		311,341			310,425
Total real estate, at cost		534,649			508,170
Less: accumulated depreciation and amortization		(98,938	)		(93,785	)
Net real estate held for investment		435,711			414,385
Cash and cash equivalents		29,397			59,504
Restricted cash		1,283			986
Rental income in excess of amount billed		15,448			15,825
Acquired lease intangible assets, net		6,556			4,726
Investment in unconsolidated affiliate		3,787			3,814
Right-of-use asset - operating lease, net		2,687			2,816
Other assets		19,080			19,061
Total assets	$	513,949		$	521,117
LIABILITIES AND EQUITY
Liabilities:
Mortgage notes payable, net	$	345,247		$	345,466
Secured revolving credit facility		40,000			40,000
Term loan payable, net		49,741			49,700
Accounts payable and accrued expenses		4,732			7,533
Dividends payable		1,333			1,333
Acquired lease intangible liabilities, net		1,440			1,801
Right-of-use liability - operating lease		2,857			2,973
Other liabilities		8,073			6,160
Total liabilities		453,423			454,966
Commitments and contingencies (Note 9)		—			—
Equity:
Series A, Preferred stock, $.0001 par value; 500,000 shares authorized; none issued and outstanding		—			—
Series B, Preferred stock, $.0001 par value; non-voting; 6,500,000 shares authorized; none issued and outstanding		—			—
Common stock, $.0001 par value; 100,000,000 shares authorized; 13,333,909 and 13,333,757 shares issued and outstanding at June 30, 2023 and December 31, 2022		1			1
Additional paid-in capital		140,941			141,812
Distributions in excess of net income		(110,386	)		(107,082	)
Total stockholders’ equity		30,556			34,731
Noncontrolling interest		29,970			31,420
Total equity		60,526			66,151
Total liabilities and equity	$	513,949		$	521,117

The accompanying notes are an integral part of these condensed consolidated financial statements.

GTJ REIT, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

For the Three and Six Months Ended June 30, 2023 and 2022

(Unaudited, amounts in thousands, except share and per share data)


	Three Months Ended,						Six Months Ended,
	June 30,						June 30,
	2023			2022			2023			2022
Revenues:
Rental income	$	18,579		$	15,746		$	37,138		$	31,869
Total revenues		18,579			15,746			37,138			31,869
Operating Expenses:
Property operating expenses		3,611			3,426			7,227			7,189
General and administrative		4,143			4,285			6,640			6,514
Depreciation and amortization		3,459			3,250			6,808			6,480
Total operating expenses		11,213			10,961			20,675			20,183
Operating income		7,366			4,785			16,463			11,686
Interest expense		(5,981	)		(4,352	)		(11,848	)		(8,639	)
Equity in earnings of unconsolidated affiliate		34			32			73			73
Other income		210			180			643			660
Net income		1,629			645			5,331			3,780
Less: Net income attributable to noncontrolling interest		466			153			1,568			1,216
Net income attributable to common stockholders	$	1,163		$	492		$	3,763		$	2,564
Net income per common share attributable to common stockholders - basic earnings per share	$	0.09		$	0.04		$	0.28		$	0.19
Net income per common share attributable to common stockholders - diluted earnings per share	$	0.09		$	0.04		$	0.28		$	0.19
Weighted average common shares outstanding – basic		13,327,529			13,341,662			13,330,626			13,333,335
Weighted average common shares outstanding – diluted		13,363,179			13,427,061			13,366,275			13,418,734

The accompanying notes are an integral part of these condensed consolidated financial statements.

GTJ REIT, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

For the Three and Six Months Ended June 30, 2023 and 2022

(Unaudited, amounts in thousands, except share data)


			Common Stock								Distributions			Total
	Preferred		Outstanding			Par		Additional-			in Excess of			Stockholders’			Noncontrolling			Total
	Stock		Shares			Value		Paid-In-Capital			Net Income			Equity			Interest			Equity
Balance at January 1, 2023	$	—		13,333,757		$	1	$	141,812		$	(107,082	)	$	34,731		$	31,420		$	66,151
Common stock dividends		—		—			—		—			(5,734	)		(5,734	)		—			(5,734	)
Stock-based compensation		—		—			—		311			—			311			—			311
Distributions to noncontrolling interest		—		—			—		—			—			—			(2,565	)		(2,565	)
Net income		—		—			—		—			2,600			2,600			1,102			3,702
Balance at March 31, 2023	$	—		13,333,757		$	1	$	142,123		$	(110,216	)	$	31,908		$	29,957		$	61,865
Common stock dividends		—		—			—		—			(1,333	)		(1,333	)		—			(1,333	)
Repurchases - common stock		—		(95,011	)		—		(2,000	)		—			(2,000	)		—			(2,000	)
Stock-based compensation		—		95,163			—		966			—			966			—			966
Distributions to noncontrolling interest		—		—			—		—			—			—			(601	)		(601	)
Net income		—		—			—		—			1,163			1,163			466			1,629
Reallocation of equity		—		—			—		(148	)		—			(148	)		148			—
Balance at June 30, 2023	$	—		13,333,909		$	1	$	140,941		$	(110,386	)	$	30,556		$	29,970		$	60,526


			Common Stock								Distributions			Total
	Preferred		Outstanding			Par		Additional-			in Excess of			Stockholders’			Noncontrolling			Total
	Stock		Shares			Value		Paid-In-Capital			Net Income			Equity			Interest			Equity
Balance at January 1, 2022	$	—		13,333,335		$	1	$	155,192		$	(112,897	)	$	42,296		$	33,908		$	76,204
Common stock dividends		—		—			—		—			(5,600	)		(5,600	)		—			(5,600	)
Stock-based compensation		—		—			—		166			—			166			—			166
Distributions to noncontrolling interest		—		—			—		—			—			—			(3,070	)		(3,070	)
Net income		—		—			—		—			2,072			2,072			1,063			3,135
Balance at March 31, 2022	$	—		13,333,335		$	1	$	155,358		$	(116,425	)	$	38,934		$	31,901		$	70,835
Common stock dividends		—		—			—		—			(1,339	)		(1,339	)		—			(1,339	)
Repurchases - common stock		—		(49,925	)		—		(1,000	)		—			(1,000	)		—			(1,000	)
Stock-based compensation		—		100,272			—		703			—			703			—			703
Distributions to noncontrolling interest		—		—			—		—			—			—			(736	)		(736	)
Net income		—		—			—		—			492			492			153			645
Reallocation of equity		—		—			—		(77	)		—			(77	)		77			—
Balance at June 30, 2022	$	—		13,383,682		$	1	$	154,984		$	(117,272	)	$	37,713		$	31,395		$	69,108

The accompanying notes are an integral part of these condensed consolidated financial statements.

GTJ REIT, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Six Months Ended June 30, 2023 and 2022

(Unaudited, amounts in thousands)



	June 30,
	2023			2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	5,331		$	3,780
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		5,194			4,948
Amortization of intangibles and deferred charges		2,272			1,943
Stock-based compensation		1,277			869
Income from insurance recovery of a portion of property related to casualty loss		—			(358	)
Non-cash lease expense		14			46
Rental income (in excess of) less than amount billed		(382	)		112
Distributions from unconsolidated affiliate		100			50
Income from equity investment in unconsolidated affiliate		(73	)		(72	)
Changes in operating assets and liabilities:
Other assets		25			(199	)
Accounts payable and accrued expenses		(2,866	)		555
Other liabilities		2,792			(345	)
Net cash provided by operating activities		13,684			11,329
CASH FLOWS FROM INVESTING ACTIVITIES:
Expenditures for improvements to real estate		(1,002	)		(4,390	)
Expenditures for property acquisitions		(29,007	)		—
Proceeds of insurance recovery of a portion of property related to casualty loss		—			667
Net cash used in investing activities		(30,009	)		(3,723	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Payment of mortgage principal		(797	)		(608	)
Financing costs from mortgage notes payable		(54	)		—
Repurchase of common stock		(2,000	)		(1,000	)
Financing deposits and costs		(280	)		(4,514	)
Cash distributions to noncontrolling interests		(3,287	)		(3,506	)
Cash dividends paid		(7,067	)		(6,934	)
Net cash used in financing activities		(13,485	)		(16,562	)
Net decrease in cash and cash equivalents, including restricted cash		(29,810	)		(8,956	)
Cash and cash equivalents including restricted cash of $986 and $1,047, respectively, at the beginning of period		60,490			28,670
Cash and cash equivalents including restricted cash of $1,283 and $1,522, respectively, at the end of period	$	30,680		$	19,714
SUPPLEMENTAL DISCLOSURE CASH FLOW INFORMATION:
Cash paid for interest	$	11,144		$	8,077
Non-cash expenditures for real estate	$	565		$	1,091
Right-of-use asset and liability	$	2,857		$	3,082

The accompanying notes are an integral part of these condensed consolidated financial statements.

GTJ REIT, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. ORGANIZATION AND DESCRIPTION OF BUSINESS:

GTJ REIT, Inc. (the “Company” or “GTJ REIT”) was incorporated on June 26, 2006, under the Maryland General Corporation Law. The Company is focused primarily on the acquisition, ownership, management, and operation of commercial real estate located in New York, New Jersey, Connecticut, Delaware and North Carolina. Any references to square footage, property count, or occupancy percentages, and any amounts derived from these values in these notes to the condensed consolidated financial statements, are outside the scope of our independent registered public accounting firm’s review.

The Company has elected to be treated as a real estate investment trust, or REIT, under the Internal Revenue Code of 1986, as amended (the “Code”). The Company elected December 31 as its fiscal year end. Under the REIT operating structure, the Company is permitted to deduct the dividends paid to its stockholders when determining its taxable income. Assuming dividends equal or exceed the Company’s taxable income, the Company generally will not be required to pay federal corporate income taxes on such income.

On January 17, 2013, the Company closed on a business combination with Wu/Lighthouse Portfolio, LLC, in which a limited partnership (the “Operating Partnership”) owned and controlled by the Company, acquired all outstanding ownership interests of a portfolio consisting of 25 commercial properties (the “Acquired Properties”) located in New York, New Jersey and Connecticut, in exchange for 33.29% of the outstanding limited partnership interest in the Operating Partnership. The outstanding limited partnership interest in the Operating Partnership exchanged for the Acquired Properties was increased to 33.78% due to post-closing adjustments. The subsequent redemption of certain shares of GTJ REIT common stock and the purchase of a portion of the outstanding limited partnership interest resulted in a net decrease to the outstanding limited partnership interest in the Operating Partnership to 31.06%. As a result of this acquisition, the Company’s then existing seven properties and the subsequent acquisition of nineteen properties and the sale of two properties from 2014 through June 30, 2023, the Company currently owns a 68.94% interest in a total of 49 properties consisting of approximately 6.3 million square feet (unaudited) of primarily industrial properties on approximately 399 acres of land in New York, New Jersey, Connecticut, Delaware and North Carolina. The Operating Partnership also owns, through a joint venture, a 50% interest in a state-of-the-art industrial building in Piscataway, New Jersey. At June 30, 2023, subject to certain anti-dilutive and other provisions contained in the governing agreements, the limited partnership interest in the Operating Partnership may be converted in the aggregate, into approximately 2.0 million shares of the Company’s common stock or approximately 4.0 million shares of the Company’s Series B preferred stock based upon the class of units owned.

During 2020, the Company agreed upon certain rent relief requests, most often in the form of rent deferral requests, as a result of COVID-19. Not all tenant requests resulted in amended agreements, nor did the Company forego its contractual rights under its lease agreements. These rent relief requests from the Company’s tenants did not have a material impact on the Company’s results of operations, financial condition or cash flows as of and for the six months ending June 30, 2023 and June 30, 2022. The rent relief requests resulted in the total payments required by the modified contract being substantially the same or less than the total payments required by the original contract. Therefore, the Company has elected to account for lease concessions related to the effects of the COVID-19 pandemic consistent with how those concessions would be accounted for under lease accounting pronouncements as though enforceable rights and obligations for the concessions existed, regardless of whether those enforceable rights and obligations for the concessions explicitly exist in the contract.

The effects of the COVID-19 pandemic did not impact the Company's results of operations, financial condition and cash flows for the six months ended June 30, 2023 and June 30, 2022.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Basis of Presentation:

The accompanying unaudited condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and include the financial statements of the Company, its wholly owned subsidiaries, and the Operating Partnership, as the Company makes all operating and financial decisions for (i.e., exercises control over) the Operating Partnership. All material intercompany transactions have been eliminated. The ownership interests of the other investors in the Operating Partnership are presented as noncontrolling interests.

The accompanying unaudited condensed consolidated interim financial information has been prepared according to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted in accordance with such rules and regulations. The Company’s management believes that the disclosures presented in these unaudited condensed consolidated financial statements are adequate to make the information presented not misleading. In management’s opinion, all adjustments and eliminations, consisting only of normal recurring adjustments, necessary to present fairly the financial position and results of operations for the reported periods have been included. The results of operations for such interim periods are not necessarily indicative of the results for the full year. The accompanying unaudited condensed consolidated interim financial information should be read in conjunction with the Company’s December 31, 2022, audited consolidated financial statements, as previously filed with the SEC on Form 10-K on March 24, 2023.

Use of Estimates:

The preparation of the Company’s condensed consolidated financial statements in conformity with GAAP requires management to make estimates, judgments, and assumptions that affect the reported amounts of assets and liabilities, and related disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amount of revenues and expenses during the reporting period. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. All of these estimates reflect management’s best judgment about current economic and market conditions and their effects based on information available as of the date of these condensed consolidated financial statements. If such conditions persist longer or deteriorate further than expected, it is reasonably possible that the judgments and estimates could change, which may result in impairments of certain assets. Significant estimates include the useful lives of long-lived assets including property, equipment and intangible assets, impairment of assets, collectability of receivables, contingencies, stock-based compensation, and fair value of assets and liabilities acquired in business combinations and asset acquisitions.

Reclassification:

None of the prior year amounts have been reclassified for consistency with the current year presentation.

Real Estate:

Real estate assets are stated at cost, less accumulated depreciation and amortization. All costs related to the improvement or replacement of real estate properties, including interest expense on development properties, are capitalized. Acquisition related costs are capitalized for asset acquisitions. Additions, renovations, and improvements that improve the value and/or extend the useful life of a property are also capitalized. Expenditures for ordinary maintenance, repairs, and improvements that do not materially prolong the normal useful life of an asset are charged to operations as incurred.

The Company capitalizes all direct costs of real estate under development until the end of the development period. In addition, the Company capitalizes the indirect cost of insurance and real estate taxes allocable to real estate under development during the development period. The Company also capitalizes interest using the avoided cost method for real estate under development during the development period. The Company will cease the capitalization of these costs when development activities are substantially completed and the property is available for occupancy by tenants, but no later than one year from the completion of major construction activity at which time the property is placed in service and depreciation commences. If the Company suspends substantially all activities related to development of a qualifying asset, the Company will cease capitalization of these costs until activities are resumed. The Company had no real estate under development as of June 30, 2023 and December 31, 2022.

Upon the acquisition of real estate properties, the accumulated cost of the real estate purchased is allocated to the acquired tangible assets (generally consisting of land, buildings and building improvements, and tenant improvements) and identified intangible assets and liabilities (generally consisting of above-market and below-market leases and the origination value of in-place leases) on a relative fair value basis in accordance with GAAP. The Company utilizes methods similar to those used by independent appraisers in estimating the fair value of acquired assets and liabilities. The fair value of the tangible assets of an acquired property considers the value of the property “as-if-vacant.” In allocating the purchase price to identified intangible assets and liabilities of an acquired property, the value of above-market and below-market leases is estimated based on the differences between contractual rentals and estimated market rents over the applicable lease term discounted back to the date of acquisition utilizing a discount rate adjusted for the credit risk associated with the respective tenants. Fixed-rate renewal options have been included in the calculation of the fair value of acquired leases where applicable. The aggregate value of in-place leases is measured based on the avoided costs associated with lack of revenue over a market-oriented lease-up period, the avoided leasing commissions, and other avoided costs common in similar leasing transactions.

Mortgage notes payable assumed in connection with acquisitions are recorded at their fair value using current market interest rates for similar debt at the time of acquisitions.

The capitalized above-market lease values are amortized as a reduction of rental revenue over the remaining term of the respective leases and the capitalized below-market lease values are amortized as an increase to rental revenue over the remaining term of the respective leases. The value of in-place leases is based on the Company’s evaluation of the specific characteristics of each tenant’s lease. Factors considered include estimates of carrying costs during expected lease-up periods, current market conditions, and costs to execute similar leases. The values of in-place leases are amortized over the remaining term of the respective leases and are included in depreciation and amortization in the accompanying condensed consolidated statements of operations. If a tenant terminates its lease prior to its contractual expiration date, any unamortized balance of the related intangible assets or liabilities is recorded as income or expense in the period. The total net impact to rental revenues due to the amortization of above and below-market leases was a net increase of approximately $0.3 million for both the six months ended June 30, 2023 and June 30, 2022. The total amortization of in-place leases was approximately $0.7 million for both the six months ended June 30, 2023 and June 30, 2022.

As of June 30, 2023, above-market and in-place leases of approximately $0.9 million and $5.7 million (net of accumulated amortization), respectively, are included in acquired lease intangible assets, net in the accompanying condensed consolidated balance sheets. As of December 31, 2022, above-market and in-place leases of approximately $0.2 million and $4.5 million (net of accumulated amortization), respectively, are included in acquired lease intangible assets, net in the accompanying condensed consolidated balance sheets. As of June 30, 2023, and December 31, 2022, approximately $1.4 million and $1.8 million (net of accumulated amortization), respectively, relating to below-market leases are included in acquired lease intangible liabilities, net in the accompanying condensed consolidated balance sheets.

The following table presents the projected impact for the remainder of 2023, the next five years and thereafter related to the net increase to rental revenue from the amortization of the acquired above-market and below-market lease intangibles and the increase to amortization expense of the in-place lease intangibles for properties owned at June 30, 2023 (in thousands):


	Net increase			Increase to
	(decrease) to rental revenues			amortization expense
Remainder of 2023	$	287		$	645
2024		420			1,094
2025		64			928
2026		(13	)		798
2027		4			564
2028		4			440
Thereafter		(218	)		1,195
	$	548		$	5,664

Investment in Unconsolidated Affiliate:

The Company has an investment in an entity that is accounted for under the equity method of accounting. The equity method of accounting is used when an investor has influence, but not control, over the investee. The Company records its share of the profits and losses of the investee in the period when these profits and losses are also reflected in the accounts of the investee.

On February 28, 2018, the Company purchased a 50% interest in Two CPS Developers LLC (the “Investee”) for $5.25 million. The Company has the ability to exercise significant influence over the Investee, does not have a controlling interest in the Investee, and the Investee is not a variable interest entity. Therefore, the Company accounts for this investment under the equity method of accounting. The Company recorded income of less than $0.1 million from this investment for each of the six months ended June 30, 2023 and 2022.

The total assets and liabilities of the Company’s investment in unconsolidated affiliate as of June 30, 2023 were $16.8 million and $9.2 million, respectively. Total revenues and expenses of the Company’s investment in unconsolidated affiliate for the six months ended June 30, 2023 were $0.8 million and $0.7 million, respectively. The total assets and liabilities of the Company’s investment in unconsolidated affiliate as of December 31, 2022 were $17.0 million and $9.4 million, respectively. Total revenues and

expenses of the Company’s investment in unconsolidated affiliate for the six months ended June 30, 2022 were $0.8 million and $0.7 million, respectively.

Depreciation and Amortization:

The Company uses the straight-line method for depreciation and amortization. Properties and property improvements are depreciated over their estimated useful lives, which range from 5 to 40 years. Furniture, fixtures, and equipment are depreciated over estimated useful lives that range from 5 to 10 years. Tenant improvements are amortized over the shorter of the remaining non-cancellable term of the related leases or their useful lives.

Real Estate Impairment:

Management reviews each real estate investment for impairment whenever events or circumstances indicate that the carrying value of a real estate investment may not be recoverable. Significant management judgment is involved in determining if impairment indicators exist, assessing investments for recoverability, and, if required, measuring the fair value of the real estate investments. The review of recoverability is based on an estimate of the undiscounted future cash flows that are expected to result from the real estate investment’s use and eventual disposition. Such cash flow analyses consider assumptions such as expected future market rents, future revenue, market capitalization rates and holding periods, as well as the effects of leasing demand, competition and other factors. If an impairment event exists due to the projected inability to recover the carrying value of a real estate investment, an impairment loss is recorded to the extent that the carrying value exceeds estimated fair value. Management is required to make subjective assessments as to whether there are impairments in the value of the Company’s real estate holdings. These assessments could have a direct impact on net income, because an impairment loss is recognized in the period that the assessment is made. Management has determined that there was no impairment relating to its long-lived assets at June 30, 2023 or December 31, 2022.

Deferred Charges:

Deferred charges consist principally of leasing commissions, which are amortized over the life of the related tenant leases, and financing costs, relating to the Company’s secured revolving credit facility, which are amortized over the terms of the respective debt agreements. These deferred charges are included in other assets on the condensed consolidated balance sheets. If leases or loans are terminated, the unamortized charges are expensed.

Debt Issuance Costs:

Debt issuance costs relate to the Company’s mortgage notes payable, which are amortized over the term of the respective debt agreements. These debt issuance costs are included in mortgage notes payable, net on the condensed consolidated balance sheets. If mortgage notes payable are extinguished, the unamortized charges are expensed.

Reportable Segments:

The Company operates in one reportable segment, commercial real estate.

Revenue Recognition:

Rental income includes the base rent that each tenant is required to pay in accordance with the terms of their respective leases reported on a straight-line basis over the term of the lease. In order for management to determine, in its judgment, that the unbilled rent receivable applicable to each specific property is collectible, management reviews billed and unbilled rent receivables and takes into consideration the tenant’s payment history and financial condition. If the Company determines that the collectability of a tenant’s lease payments is not probable, then the write-off of the entire tenant receivable, including straight-line rent receivable, is presented as a reduction of revenue rather than an operating expense on the condensed consolidated statements of operations. Rental income related to tenants where the collectability of lease payments is not deemed probable will be recorded on a cash basis. Some of the leases provide for additional contingent rental revenue in the form of percentage rents and increases based upon the consumer price index, subject to certain maximums and minimums. For the six months ended June 30, 2023, the Company determined that collectibility of one tenant's lease payments was not probable and, therefore, the Company recorded a write-off of the entire tenant receivable in the amount of $0.3 million and placed the tenant on the cash basis.

Substantially all of the Company’s properties are subject to long-term net leases under which the tenant is typically responsible to pay for its pro rata share of real estate taxes, insurance, and ordinary maintenance and repairs for the property.

Property operating expense recoveries from tenants of common area maintenance, real estate taxes, and other recoverable costs are included in revenues in the period that the related expenses are incurred.

Tenant receivables at June 30, 2023 and December 31, 2022 were $0.5 million and $0.6 million, respectively, and are included in other assets in the accompanying condensed consolidated balance sheets.

Future minimum contractual lease payments to be received by the Company (without taking into account straight-line rent, amortization of intangibles and tenant reimbursements) as of June 30, 2023, under operating leases for the remainder of 2023, the next five years, and thereafter are as follows (in thousands):


Remainder of 2023	$	30,001
2024		59,832
2025		58,260
2026		57,259
2027		40,331
2028		33,202
Thereafter		96,665
Total	$	375,550

Lease Accounting:

As lessor, the Company has made an accounting policy election to account for lease concessions related to the effects of COVID-19 consistent with how those concessions would be accounted for under Topic 842, which is as though the enforceable rights and obligations for those concessions existed regardless of whether those enforceable rights and obligations for the concessions explicitly exist in the contract. The Company elected to utilize the practical expedient provided by Accounting Standards Update (“ASU”) 2018-11 related to the separation of lease and non-lease components and as a result, revenues related to leases are reported on one line within the condensed consolidated statements of operations.

The Company elected not to evaluate whether certain sales taxes and other similar taxes are lessor costs or lessee costs. Instead, these costs will be accounted for as if they are lessee costs. Consequently, the Company excludes from the consideration in the contract and from variable payments not included in the consideration in the contract all collections from lessees of taxes within the scope of the election and provides certain disclosures. The accounting policy election includes sales, use, value added, and some excise taxes but excludes real estate taxes.

The following table presents additional disclosures regarding the Company’s rental income for the six months ended June 30, 2023 and 2022 (in thousands):


	2023		2022
Fixed lease revenue	$	30,822	$	25,741
Variable lease revenue		6,316		6,128
Total lease revenue	$	37,138	$	31,869

As lessee, the Company elected to utilize the practical expedient in the implementation of ASU 2016-02 related to not separating non-lease components from the associated lease component. As lessee, the Company is a party to an office lease, effective October 1, 2021, having a term of ten years, with future lease obligations aggregating $3.3 million and $3.5 million as of June 30, 2023 and December 31, 2022, respectively (see Note 9). The Company has recorded a right-of-use asset and corresponding right-of-use liability at the present value of the remaining future minimum lease payments, based upon an incremental borrowing rate of 3.86%, of approximately $3.1 million as of October 1, 2021.

The following table presents the future lease obligations of the Company’s office lease for the remainder of 2023, the next five years, and thereafter (in thousands):


Remainder of 2023	$	172
2024		352
2025		363
2026		374
2027		385
2028		397
Thereafter		1,299
Total future minimum lease payments		3,342
Less imputed interest		485
Total right-of-use liability - operating lease	$	2,857

The following table presents additional disclosures regarding the Company’s office leases for the six months ended June 30, 2023 and 2022 (in thousands):


	2023		2022
Operating lease costs	$	168	$	139
Variable lease costs		14		8
Total lease costs	$	182	$	147

Earnings Per Share Information:

The Company presents both basic and diluted earnings per share. Basic earnings per share excludes dilution and is computed by dividing net income attributable to common stockholders by the weighted average number of common shares outstanding for the period. 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 common stock, where such exercise or conversion would result in a lower per share amount. Restricted stock and stock options were included in the computation of diluted earnings per share.

Cash and Cash Equivalents:

The Company considers all highly liquid investments with original maturities of three months or less at the date of purchase to be cash equivalents.

Restricted Cash:

Restricted cash reserves are required under certain loan agreements and include reserves used to pay real estate taxes, leasing costs and capital improvements.

Fair Value Measurement:

The Company determines fair value in accordance with Accounting Standards Codification (“ASC”) Topic 820, “Fair Value Measurement.” This standard defines fair value, provides guidance for measuring fair value and requires certain disclosures.

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Where available, fair value is based on observable market prices or parameters or derived from such prices or parameters. Where observable prices or inputs are not available, valuation models are applied. These valuation techniques involve some level of management estimation and judgment, the degree of which is dependent on the price transparency for the instruments or market and the instruments’ complexity.

Assets and liabilities disclosed at fair values are categorized based upon the level of judgment associated with the inputs used to measure their fair value. Hierarchical levels, which are defined by ASC 820-10-35, are directly related to the amount of subjectivity associated with the inputs to fair valuation of these assets and liabilities. Determining which category an asset or liability falls within the hierarchy requires significant judgment, and the Company evaluates its hierarchy disclosures each quarter. The three-tier fair value hierarchy is as follows:

Level 1 — Valuations based on quoted prices for identical assets and liabilities in active markets.

Level 2 — Valuations based on observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data.

Level 3 — Valuations based on unobservable inputs reflecting management’s own assumptions, consistent with reasonably available assumptions made by other market participants. These valuations require significant judgment.

Income Taxes:

The Company is organized and conducts its operations to qualify as a REIT for federal income tax purposes. Accordingly, the Company is generally not subject to federal income taxation on the portion of its distributable income that qualifies as REIT taxable income, to the extent that it distributes at least 90% of its REIT taxable income to its stockholders and complies with certain other requirements as defined in the Code.

The Company also participates in certain activities conducted by entities which elected to be treated as taxable subsidiaries under the Code. As such, the Company is subject to federal, state, and local taxes on the income from these activities.

The Company accounts for income taxes under the asset and liability method as required by the provisions of ASC 740-10-30. Under this method, deferred tax assets and liabilities are established based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company provides a valuation allowance for deferred tax assets for which it does not consider realization of such assets to be more likely than not.

ASC 740-10-65 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under ASC 740-10-65, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. ASC 740-10-65 also provides guidance on de-recognition, classification, interest and penalties on income taxes, and accounting in interim periods and requires increased disclosures. As of June 30, 2023, and December 31, 2022, the Company had determined that no liabilities are required in connection with uncertain tax positions. As of June 30, 2023, the Company’s tax returns for the prior three years are subject to review by the Internal Revenue Service. Any interest and penalties would be expensed as incurred.

Concentrations of Credit Risk:

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash and cash equivalents, which from time-to-time exceed the federal depository insurance coverage. Beginning January 1, 2013, all interest and noninterest bearing transaction accounts deposited at an insured depository institution are insured by the Federal Deposit Insurance Corporation up to the standard maximum deposit amount of $250,000. Management believes that the Company is not exposed to any significant credit risk due to the credit worthiness of the financial institutions.

For the six months ended June 30, 2023, rental income of $4.8 million derived from five leases with the City of New York represented 13% of the Company’s rental income. For the six months ended June 30, 2022, rental income of $4.8 million derived from five leases with the City of New York represented 15% of the Company’s rental income.

For the six months ended June 30, 2023, rental income of $5.3 million derived from five leases with Federal Express represented 14% of the Company’s rental income. For the six months ended June 30, 2022, rental income of $4.5 million derived from four leases with Federal Express represented 14% of the Company’s rental income.

Stock-Based Compensation:

The Company has a stock-based compensation plan which is described below in Note 6. The Company accounts for stock-based compensation in accordance with ASC Topic 718, “Compensation – Stock Compensation,” which establishes accounting for stock-based awards exchanged for employee services. Under the provisions of ASC Topic 718, share-based compensation cost is measured at the grant date or service-inception date (if it precedes the grant date), based on the fair value of the award. Share-based compensation is expensed at the grant date (for awards or portion of awards that vested immediately), or ratably over the respective vesting periods, determined from the start of the grant date or service-inception date through the date of vesting.

Recently Issued Accounting Pronouncements:

In January 2021, the Financial Accounting Standards Board (“FASB”) issued ASU 2021-01, “Reference Rate Reform (Topic 848),” which modifies ASC 848 (ASU 2020-04), which was intended to provide relief related to “contracts and transactions that reference LIBOR or a reference rate that is expected to be discontinued as a result of reference rate reform.” ASU 2021-01 expands the scope of ASC 848 to include all affected derivatives and give reporting entities the ability to apply certain aspects of the contract modification and hedge accounting expedients to derivative contracts affected by the discounting transition. ASU 2021-01 also adds implementation guidance to clarify which optional expedients in ASC 848 may be applied to derivative instruments that do not reference LIBOR or a reference rate that is expected to be discontinued, but that are being modified as a result of the discounting transition. The Company does not have any derivative transactions to which this ASU applied. As a result, the implementation of this guidance did not have a material effect on the Company’s condensed consolidated financial statements.

In March 2020, the FASB issued ASU No. 2020-04, "Reference Rate Reform (Topic 848) - Facilitation of the Effects of Reference Rate Reform on Financial Reporting." The guidance provided optional expedients and exceptions for applying generally accepted accounting principles when accounting for contract modifications, hedging relationships and other transactions impacted by rate reform, subject to meeting certain criteria. ASU 2020-04 was effective as of March 12, 2020. The Company has a credit line

facility to which this ASU was applied beginning in 2022. The adoption of ASU 2020-04 did not have a material impact on the Company's condensed consolidated financial statements.

In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments-Credit Losses (Topic 326) – Measurement of Credit Losses on Financial Instruments.” The guidance required organizations to measure all expected credit losses for financial instruments held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. The new guidance affects organizations that hold financial assets and net investments in leases that are not accounted for at fair value with changes in fair value reported in net income. The new guidance affects loans, debt securities, trade receivables, net investments in leases, off balance sheet exposures, reinsurance receivables, and any other financial assets not excluded from the scope that have the contractual right to receive cash. ASU 2016-13 was effective for public business entities that meet the definition of an SEC filer, excluding entities eligible to be smaller reporting companies as defined by the SEC, for fiscal years beginning after December 31, 2019, including interim periods within those periods, and for all other entities for fiscal years beginning after December 31, 2022, including interim periods within those fiscal years. The adoption of ASU 2016-13 did not have a material impact on the Company’s condensed consolidated financial statements.

3. REAL ESTATE:

On January 18, 2023, the Company (through its Operating Partnership) acquired for cash a 435,600 square-foot parcel of land and land improvements located in Charlotte, NC for $28.7 million, exclusive of closing costs, which is subject to a 10-year lease to FedEx Ground expiring on July 31, 2032.

The following table summarizes the Company’s allocation of the purchase price, including closing costs, of assets acquired during the six months ended June 30, 2023:


	Purchase Price
	Allocation
Land	$	17,383
Land improvements		8,029
Acquired lease intangible assets (1)		2,655
Other assets		940
Total consideration	$	29,007

(1)

Acquired lease intangible assets include both in-place and above-market lease allocations.

4. MORTGAGE NOTES PAYABLE:

The following table sets forth a summary of the Company’s mortgage notes payable (in thousands):


				Principal			Principal
				Outstanding as of			Outstanding as of
Loan	Interest Rate			June 30, 2023			December 31, 2022			Maturity
People’s United Bank		4.18	%		14,898			15,084		10/15/2024
Allstate Life Insurance Company		4.00	%		35,227			35,638		4/1/2025
United States Life Insurance Company		3.82	%		39,000			39,000		1/1/2028
United States Life Insurance Company		4.25	%		32,909			33,000		4/1/2028
Transamerica Life Insurance Company		3.45	%		5,801			5,878		4/1/2030
Transamerica Life Insurance Company		3.45	%		2,347			2,379		4/1/2030
American International Group 2022		4.63	%		225,000			225,000		9/1/2032
	Subtotal				355,182			355,979
	Unamortized loan costs				(9,935	)		(10,513	)
	Total			$	345,247		$	345,466

People’s United Bank Loan Agreement:

In connection with the acquisition in 2014 of an 84,000 square foot parking lot in Long Island City, Queens, NY, a wholly owned subsidiary of the Operating Partnership entered into a mortgage loan agreement with People’s United Bank in the aggregate amount of $15.5 million. The loan has a ten-year term and bears interest at 4.18%. Payments for the first seven years were interest

only. Payments over the remaining three years of the term are based on a 25-year amortization schedule, with a balloon payment of $14.4 million due at maturity.

American International Group Loan Agreement:

On February 20, 2015, the Operating Partnership refinanced the outstanding debt on certain properties and placed new financing on others by entering into loan agreements (collectively the “AIG Loan Agreements”) with American General Life Insurance Company, the Variable Annuity Life Insurance Company, the United States Life Insurance Company in the City of New York, American Home Assurance Company and Commerce and Industry Insurance Company.

The AIG Loan Agreements provided a secured loan in the principal amount of $233.1 million (the “AIG Loan”). The AIG Loan was a 10-year term loan that required interest-only payments at the rate of 4.05% per annum. During the period from April 1, 2015, to February 1, 2025, payments of interest-only were payable in arrears with the entire principal balance plus any accrued and unpaid interest due and payable on March 1, 2025. The Operating Partnership’s obligation to pay the interest, principal and other amounts under the AIG Loan Agreements was evidenced by the secured promissory notes executed on February 20, 2015 (the “AIG Notes”). The AIG Notes were secured by certain mortgages encumbering 28 properties in New York, New Jersey and Connecticut.

The outstanding indebtedness and fees were repaid on August 5, 2022 in connection with the American International Group 2022 Loan Agreement (defined below) which terminated the Company’s loan obligations under the AIG Loan Agreements.

Allstate Loan Agreement:

On March 13, 2015, in connection with the acquisition of six properties in Piscataway, NJ, the Operating Partnership closed on a $39.1 million cross-collateralized mortgage (the “Allstate Loan”) from Allstate Life Insurance Company, Allstate Life Insurance Company of New York and American Heritage Life Insurance Company. The Allstate Loan Agreement provided a secured facility with a 10-year term loan. During the first three years of the term of the loan, it required interest-only payments at the rate of 4% per annum. Following this period until the loan matures on April 1, 2025, payments will be based on a 30-year amortization schedule, with a balloon payment of $33.7 million due at maturity.

United States Life Insurance Company Loan Agreement:

On December 20, 2017 (the “Closing Date”), four wholly owned subsidiaries of the Operating Partnership (collectively, the “U.S. Life Borrowers”) entered in a loan agreement (the “U.S. Life Loan Agreement”) with the United States Life Insurance Company in the City of New York (the “Lender”).

The U.S. Life Loan Agreement provides for a secured loan facility in the principal amount of $39.0 million (the “Loan Facility”). The Loan Facility is a 10-year term loan that requires interest-only payments at the rate of 3.82% per annum. During the period from February 1, 2018 to December 1, 2027, payments of interest only on the principal balance of the U.S. Life Note (as defined below) will be payable in arrears, with the entire principal balance due and payable on January 1, 2028, the loan maturity date. Subject to certain conditions, the U.S. Life Borrowers may prepay the outstanding loan amount in whole on or after January 1, 2023, by providing advance notice of the prepayment to the Lender and remitting a prepayment premium equal to the greater of 1% of the then outstanding principal amount of the Loan Facility or the then present value of the U.S. Life Note (as defined below). The U.S. Life Borrowers paid the Lender a one-time application fee of $50,000 in connection with the Loan Facility. The U.S. Life Borrowers’ obligation to pay the principal, interest and other amounts under the Loan Facility is evidenced by the secured promissory note executed by the U.S. Life Borrowers as of the Closing Date (the “U.S. Life Note”). The U.S. Life Note is secured by certain mortgages encumbering the U.S. Life Borrowers’ properties (a total of four properties) located in New York, New Jersey and Delaware. In the event of default, the initial rate of interest on the U.S. Life Note will increase to the greatest of (i) 18% per annum, (ii) a per annum rate equal to 4% over the prime established rate, or (iii) a per annum rate equal to 5% over the original interest rate, all subject to the applicable state or federal laws. The U.S. Life Note contains other terms and provisions that are customary for instruments of this nature.

United States Life Insurance Company Loan Agreement:

On March 21, 2018, four wholly owned subsidiaries of the Operating Partnership refinanced the current outstanding debt on certain properties by entering into a loan agreement with the United States Life Insurance Company in the City of New York. The loan agreement provides for a secured loan facility in the principal amount of $33.0 million. The loan facility is a ten-year term loan that requires interest-only payments at the rate of 4.25% per annum on the principal balance for the first five years of the term and principal and interest payments (amortized over a 30-year period) during the second five years of the term. The entire principal balance is due and payable on April 1, 2028, the loan maturity date.

Transamerica Life Insurance Company Loan Agreement:

On March 24, 2020, two wholly owned subsidiaries of the Operating Partnership entered into a loan agreement with Transamerica Life Insurance Company. The loan agreement provides for a cross-defaulted, cross-collateralized portfolio of commercial mortgage loans in the aggregate principal amount of $8.4 million. The loan is evidenced by secured promissory notes. Each note is made by one of the borrowers and the combined principal amounts of the notes are equal to the amount of the loan.

The term of each note is ten years and requires (i) interest-only payments at the rate of 3.45% per annum on the principal balance of the note until April 1, 2022 and (ii) principal and interest payments (amortized over a 25-year period commencing at the end of the interest-only period) from May 1, 2022 through March 1, 2030. The entire principal balance of each note is due and payable on April 1, 2030, the loan maturity date. Subject to the terms of the loan agreement, each note may be prepaid in whole upon not less than 30 days’ prior written notice to the lender. Subject to certain exceptions, upon prepayment, the borrowers must remit a prepayment premium equal to the greater of (i) 1% of the prepayment amount and (ii) a yield protection amount calculated in accordance with the terms of the notes. If a default exists, the outstanding principal balance of the notes shall, at the option of the lender, bear interest at a rate equal to the lesser of (i) 10% per annum over the note rate and (ii) the highest rate of interest permitted to be paid or collected by applicable law with respect to the loan. The notes contain other terms and provisions that are customary for instruments of this nature.

American International Group 2022 Loan Agreement:

On August 5, 2022, certain subsidiaries of the Operating Partnership (collectively, the “Borrowers”) refinanced the AIG Loan by entering into new loan agreements (collectively the “American International Group 2022 Loan Agreement”) with AIG Asset Management (U.S.), LLC, as administrative agent, and the other lenders, American General Life Insurance Company, the Variable Annuity Life Insurance Company and the United States Life Insurance Company in the City of New York in a transaction that was accounted for as a loan modification. In connection with the modification, the Company incurred loan related costs of approximately $7.9 million, inclusive of a prepayment fee of $5.1 million under the prior AIG Loan Agreements.

The American International Group 2022 Loan Agreement provides for secured loans in the aggregate principal amount of $225.0 million (collectively, the “2022 AIG Loans”), consisting of a loan secured by certain properties in New York in the principal amount of $144.3 million and a loan secured by certain properties in Connecticut and New Jersey in the principal amount of $80.7 million. The 2022 AIG Loans require the Borrowers to make monthly interest-only payments at the rate of 4.63% per annum with the entire principal balance plus any accrued and unpaid interest due and payable on September 1, 2032. The 2022 AIG Loans are secured by certain mortgages encumbering 25 properties in New York, New Jersey and Connecticut.

In connection with all loan agreements, the Company is required to comply with certain covenants. As of June 30, 2023, the Company was in compliance with all covenants.

Principal Repayments:

Scheduled principal repayments for the remainder of 2023, the next five years and thereafter are as follows (in thousands):


Remainder of 2023	$	995
2024		16,374
2025		34,778
2026		868
2027		903
2028		69,451
Thereafter		231,813
Total	$	355,182

5. SECURED REVOLVING CREDIT FACILITY & TERM LOAN PAYABLE:

Key Bank Loan Agreement:

On December 2, 2015, the Operating Partnership entered into a Credit Agreement (the “Key Bank Credit Agreement”) with Keybank National Association and Keybanc Capital Markets Inc., as lead arranger (collectively, “Key Bank”). The Key Bank Credit Agreement contemplated a $50.0 million revolving line of credit facility, with an initial term of two years, with a one-year extension option, subject to certain other customary conditions. Through the exercise of additional extension options, the Operating Partnership extended the maturity date of the secured revolving credit facility through June 30, 2022.

On October 22, 2021, the Operating Partnership entered into a First Amended and Restated Credit Agreement (the “Amended and Restated Credit Agreement”) with Key Bank and the other lenders parties thereto (collectively, the “Lenders”). The maturity date of the secured revolving credit facility was extended from June 30, 2022 under the Amended and Restated Credit Agreement. The Amended and Restated Credit Agreement provided for a $60 million senior secured credit facility (the “Credit Facility”), consisting of (i) a $10 million revolving line of credit facility, with an initial term of three years and two one-year extension options, subject to certain other customary conditions (the “Revolver”) and (ii) a $50 million term loan facility, with an initial term of four years and a one-year extension option and subject to certain other customary conditions, which was funded in a single advance on October 22, 2021 (the “Term Loan”). Up to $10 million of the total commitments under the Credit Facility will be available for the issuance of letters of credit and swing line loans. Loan costs paid in connection with the Credit Facility were $0.5 million.

So long as no default or event of default has occurred and is continuing, the Operating Partnership shall have the right, from time to time, to request an increase in the size of the Term Loan, request an additional incremental term loan facility, or increase commitments under the Revolver, collectively in an aggregate amount that would not cause the Credit Facility to exceed $125 million (the “Accordion”). Accordion commitments can be committed at closing or any time thereafter and the Accordion commitments will be syndicated on a best-efforts basis.

Prior to the First Amendment (defined below), loans drawn down by the Operating Partnership under the Credit Facility were required to specify, at the Operating Partnership’s option, whether they were base rate loans or LIBOR rate loans. Borrowings under the Credit Facility bore interest at a rate equal to, at the Operating Partnership’s option, either (1) the applicable average LIBOR rate as shown in Reuters Screen LIBOR01 Page (or any successor service, or commercially available source providing such quotations); provided if the rate shown on Reuters Screen LIBOR01 Page (or any successor service) was less than zero, such rate was deemed to be zero, or (2) a base rate determined by reference to the greatest of (a) the fluctuating annual rate of interest announced from time to time by Key Bank as its “prime rate,” (b) 0.50% above the federal funds effective rate, or (c) then applicable LIBOR for an interest period of one (1) month plus 1.00% per annum; provided that in no event would the Base Rate be less than zero, and in each case of clauses (1) and (2), plus an applicable margin, depending upon the overall leverage of the properties and whether the loan was under the Revolver or Term Loan facilities. Base Rate loans and LIBOR rate loans could be converted to loans of the other type, subject to certain conversion conditions. Each Revolver loan will be evidenced by a separate promissory note.

The Operating Partnership agreed to pay to the Lenders an unused fee under the Revolver in the amount calculated as 0.20% for usage less than 50% and 0.15% for usage 50% or greater, calculated as a per diem rate, multiplied by the excess of the total commitment over the outstanding principal amount of the loans under the total Revolver commitment at the time of the calculation. The Operating Partnership has the right to reduce the amount of loan commitments under the Revolver or terminate the Revolver in accordance with the terms and conditions of the Amended and Restated Credit Agreement.

Due to the revolving nature of the Revolver, amounts prepaid under the Revolver may be borrowed again, provided availability under the Amended and Restated Credit Agreement permits. Amounts repaid under the Term Loan may not be re-borrowed. The Amended and Restated Credit Agreement contemplates (i) mandatory prepayments by the Operating Partnership of any borrowings under the Credit Facility in excess of the total allowable commitment, among other events, and (ii) optional prepayments, at any time without any fees or penalty, in whole or in part, subject to payments of any amounts due associated with the prepayment of LIBOR rate contracts.

The Operating Partnership’s obligations under the Credit Facility are secured by (i) perfected first priority lien and security interest to be held by Key Bank for the benefit of the Lenders in certain of the property, rights and interests of the Operating Partnership, the guarantors and their subsidiaries now existing and as may be acquired, and (ii) any new real estate or any interest therein or to refinance indebtedness secured thereby, financed by the Credit Facility, in whole or in part, which shall be subject to approval by Key Bank in its reasonable discretion, which will serve as additional collateral for the Credit Facility. Any subsidiaries that are not prohibited from being guarantors shall be guarantors. The parties to the Amended and Restated Credit Agreement also entered into several side agreements, including, the Joinder Agreements, the Assignment of Interests, the Acknowledgments, the Mortgages, the Guaranty, and other agreements and instruments to facilitate the transactions contemplated under the Amended and Restated Credit Agreement. Such agreements contain terms and provisions that are customary for instruments of this nature.

The Operating Partnership’s continuing ability to borrow under the Credit Facility will be subject to its ongoing compliance with various affirmative and negative covenants, including, among others, with respect to maximum consolidated leverage ratio, minimum consolidated fixed charge coverage ratio, minimum liquidity, minimum consolidated tangible net worth, minimum debt yield, maximum distributions, minimum occupancy, permitted investments and restrictions on indebtedness. The Amended and Restated Credit Agreement contains events of default and remedies customary for loan transactions of this sort including, among others, those related to a default in the payment of principal or interest, an inaccuracy of a representation or warranty, and a default with regard to performance of certain covenants. The Amended and Restated Credit Agreement includes customary representations and warranties of the Operating Partnership, which must continue to be true and correct in all material respects as a condition to future

draws. In addition, the Amended and Restated Credit Agreement also includes customary events of default (in certain cases subject to customary cure), in the event of which, amounts outstanding under the Credit Facility may be accelerated.

The contemplated uses of proceeds under the Amended and Restated Credit Agreement include the (i) payment of closing costs in connection with the Amended and Restated Credit Agreement, (ii) repayment of indebtedness, (iii) acquisitions, development and capital improvements, (iv) general corporate and working capital purposes, and (v) purchase contract deposits and, subject to the terms and conditions of the Amended and Restated Credit Agreement, stock repurchases.

On August 5, 2022 (the “Closing Date”), the Operating Partnership entered into a First Amendment (the “First Amendment”) to the First Amended and Restated Credit Agreement with Key Bank, as agent and lender, First Financial Bank, as lender, and the Company and certain direct and indirect subsidiaries of the Company as guarantors. The First Amendment amended the First Amended and Restated Credit Agreement to, among other things, (i) increase the amount available under the Revolver from $10 million to $40 million, (ii) extend the maturity date of the Revolver from October 22, 2024 to August 5, 2025, (iii) extend the maturity date of the Term Loan from October 22, 2025 to August 5, 2026, (iv) replace the interest rate option based on LIBOR with interest rate options based on the Secured Overnight Financing Rate (“SOFR”), including term SOFR and daily simple SOFR, and (v) add certain subsidiaries of the Operating Partnership as guarantors, and mortgages encumbering properties owned by such subsidiaries as collateral. In connection with the First Amendment, the Company incurred loan related costs of $0.5 million, which are included as a component of other assets in the accompanying condensed consolidated balance sheet.

As amended by the First Amendment, the Amended and Restated Credit Agreement provides for a $90 million Credit Facility, consisting of (i) a $40 million Revolver, with an initial term of three years from the Closing Date and two one-year extension options, subject to certain other customary conditions and (ii) a $50 million Term Loan, with an initial term of four years from the Closing Date and a one-year extension option and subject to certain other customary conditions, which was funded in a single advance on October 22, 2021. In connection with the release of certain encumbered properties as collateral upon disposition, the net disposition proceeds must be used to pay down the Credit Facility and any amounts applied to reduce the outstanding amount of the Revolver will result in a pro rata reduction in the amount available under the Revolver (subject to certain conditions).

As amended by the First Amendment, loans drawn down by the Operating Partnership under the Credit Facility must specify, at the Operating Partnership’s option, whether they are base rate loans, daily simple SOFR rate loans or term SOFR rate loans. Borrowings under the Credit Facility bear interest at a rate equal to, at the Operating Partnership’s option, either (1) daily simple SOFR plus 0.1% (but in no case shall the rate be less than zero), (2) term SOFR plus 0.1% (but in no case shall the rate be less than zero) (“Adjusted Term SOFR”), or (3) a base rate determined by reference to the greatest of (a) the fluctuating annual rate of interest announced from time to time by Key Bank as its “prime rate,” (b) 0.50% above the federal funds effective rate, (c) Adjusted Term SOFR for a one month tenor plus 1.0% and (d) 1.0%, and in each case of clauses (1), (2) and (3), plus an applicable margin, depending upon the overall leverage of the properties and whether the loan is under the Revolver or Term Loan facilities. Base rate loans and SOFR rate loans may be converted to loans of the other type, subject to certain conversion conditions.

Outstanding borrowings under the Term Loan were $50.0 million as of June 30, 2023 and December 31, 2022, and are a SOFR rate borrowing. The interest rate on the Term Loan as of June 30, 2023 was 7.50%. Unamortized loan costs for the Term Loan were $0.3 million and $0.3 million as of June 30, 2023 and December 31, 2022, respectively, and are included in term loan payable, net in the accompanying condensed consolidated balance sheet.

Outstanding borrowings under the Revolver with Key Bank were $40.0 million as of June 30, 2023 and December 31, 2022. The interest rate on the Revolver as of June 30, 2023 was 7.55%. Unamortized loan costs for the Revolver were $0.4 million and $0.5 million as of June 30, 2023 and December 31, 2022, respectively, and are included in other assets in the accompanying condensed consolidated balance sheets.

Amortization of loan costs with Key Bank were $0.1 million for both the three months ended June 30, 2023 and June 30, 2022. Amortization of loan costs with Key Bank were $0.1 million for both the six months ended June 30, 2023 and June 30, 2022. Amortization of loan costs is included in interest expense in the accompanying condensed consolidated statements of operations.

As of June 30, 2023, the Operating Partnership was in compliance with all covenants required in connection with the Amended and Restated Credit Agreement.

6. STOCKHOLDERS’ EQUITY:

Preferred Stock:

The Company is authorized to issue 10,000,000 shares of preferred stock, $.0001 par value per share. Voting and other rights and preferences may be determined from time to time by the Board of Directors (the “Board”) of the Company. The Company has designated 500,000 shares of preferred stock as Series A preferred stock, $.0001 par value per share. In addition, the Company has designated 6,500,000 shares of preferred stock as Series B preferred stock, $.0001 par value per share. There are no voting rights associated with the Series B preferred stock. There was no Series A preferred stock or Series B preferred stock outstanding as of June 30, 2023, or December 31, 2022.

Common Stock:

The Company is authorized to issue 100,000,000 shares of common stock, $.0001 par value per share. As of June 30, 2023, and December 31, 2022, the Company had a total of 13,333,909 and 13,333,757 shares of common stock issued and outstanding, respectively.

On June 2, 2023, the Company purchased 95,011 shares of common stock pursuant to its share redemption program at a purchase price of $21.05 per share for a total consideration of approximately $2.0 million.

On December 1, 2022, the Company purchased 49,925 shares of common stock pursuant to its share redemption program at a purchase price of $20.03 per share for a total consideration of approximately $1.0 million.

On June 3, 2022, the Company purchased 49,925 shares of common stock pursuant to its share redemption program at a purchase price of $20.03 per share for a total consideration of approximately $1.0 million.

Dividend Distributions:

The following table presents dividends declared by the Company on its common stock during the six months ended June 30, 2023:


Declaration	Record	Payment	Dividend
Date	Date	Date	Per Share
March 14, 2023	March 31, 2023	April 14, 2023	$	0.33	(1)
March 14, 2023	March 31, 2023	April 17, 2023	$	0.10
June 8, 2023	June 30, 2023	July 14, 2023	$	0.10

(1)

This represents a 2022 supplemental dividend.

Noncontrolling Interest:

On November 16, 2022, the Operating Partnership, pursuant to a certain Order dated October 6, 2022 of the United States Bankruptcy Court for the Eastern District of New York, purchased 6,421 Class B limited partner units of the Operating Partnership for cash consideration of $16,799,424 from VWU888 LLC.

Stock Based Compensation:

The Company had a 2007 Incentive Award Plan (the “2007 Plan”) that had the intended purpose of furthering the growth, development, and financial success of the Company and obtaining and retaining the services of those individuals considered essential to the long-term success of the Company. The 2007 Plan provided for awards in the form of restricted shares, incentive stock options, non-qualified stock options and stock appreciation rights. The aggregate number of shares of common stock which may have been awarded under the 2007 Plan was 1,000,000 shares. The 2007 Plan expired by its terms on June 11, 2017.

The 2017 Incentive Award Plan (the “2017 Plan”) was adopted by the Board and became effective on April 24, 2017, subject to the approval of the Company’s stockholders, which was obtained on June 8, 2017. The 2017 Plan has the intended purpose of furthering the growth, development, and financial success of the Company and obtaining and retaining the services of those individuals considered essential to the long-term success of the Company. The 2017 Plan provides for awards in the form of stock, stock units, incentive stock options, non-qualified stock options and stock appreciation rights. The aggregate number of shares of common stock which may be awarded under the 2017 Plan is 2,000,000 shares. On July 25, 2020, the Board approved an amendment to the 2017 Plan to permit the transfer of awards that have been exercised, or the shares of common stock underlying such awards which have been issued, and all restrictions applicable to such shares of common stock have lapsed. As of June 30, 2023, the Company had 1,030,891 shares available for future issuance under the 2017 Plan. Dividends paid on restricted shares are recorded as dividends on shares of the Company’s common stock whether or not they are vested. In accordance with ASC 718-10-35, the Company measures the compensation costs for these shares as of the date of the grant and the expense is recognized in earnings at the grant date (for the portion that vests immediately) and then ratably over the respective vesting periods.

On November 8, 2016, 200,000 non-qualified stock options were granted to key officers of the Company and had a three-year vesting period. For this grant, the exercise price was $10.40 per share and was equal to the value per share based upon a valuation of the shares conducted by an independent third party for the purpose of valuing shares of the Company’s common stock. The fair value of these stock options was based upon the Black-Scholes option pricing model, calculated at the grant date.

On July 1, 2022, 400,000 non-qualified stock options were granted to key officers of the Company and had a three-year vesting period. For this grant, the exercise price was $18.15 per share and was equal to the value per share based upon a valuation of the shares conducted by an independent third party for the purpose of valuing shares of the Company’s common stock. The fair value of these stock options was based upon the Black-Scholes option pricing model, calculated at the grant date.

All options expire ten years from the date of grant. For the six months ended June 30, 2023, there was $0.2 million of stock compensation expense relating to these options. For the six months ended June 30, 2022, there was no stock compensation expense relating to these stock options as the 2016 options have fully vested.

The following table presents shares issued by the Company under the 2007 Plan and the 2017 Plan:


Shares Issued Under the 2007 Plan
Grant	Total		Value		Approximate
Date	Shares Issued		Per Share		Value of Shares		Vesting Period
April 30, 2012		55,149	$	6.80	$	375,000	3 Years	(2)
June 7, 2012		5,884	$	6.80	$	40,000	Immediately	(1)
March 21, 2013		46,876	$	6.40	$	300,000	3 Years	(2)
March 21, 2013		3,126	$	6.40	$	20,000	Immediately	(1)
June 6, 2013		9,378	$	6.40	$	60,000	Immediately	(1)
June 4, 2014		44,704	$	6.80	$	304,000	5 years	(2)
June 19, 2014		8,820	$	6.80	$	60,000	Immediately	(1)
March 26, 2015		43,010	$	9.30	$	400,000	5 years	(2)
June 19, 2015		16,436	$	10.65	$	175,000	Immediately	(1)
March 24, 2016		47,043	$	10.40	$	489,000	5 years	(2)
June 9, 2016		14,424	$	10.40	$	150,000	Immediately	(1)
May 22, 2017		34,482	$	11.60	$	400,000	9 years	(2)
May 31, 2017		7,929	$	11.60	$	92,000	Immediately	(3)
June 8, 2017		15,516	$	11.60	$	180,000	Immediately	(1)

Shares Issued Under the 2017 Plan
Grant	Total		Value		Approximate
Date	Shares Issued		Per Share		Value of Shares		Vesting Period
June 7, 2018		42,918	$	11.65	$	500,000	9 Years	(2)
June 7, 2018		15,020	$	11.65	$	175,000	Immediately	(1)
June 5, 2019		64,654	$	11.60	$	750,000	9 Years	(2)
June 5, 2019		15,085	$	11.60	$	175,000	Immediately	(1)
June 4, 2020		72,834	$	12.70	$	925,000	9 Years	(2)
June 4, 2020		16,530	$	12.70	$	210,000	Immediately	(1)
June 10, 2021		123,947	$	11.90	$	1,475,000	9 Years	(2)
June 10, 2021		22,686	$	11.90	$	270,000	Immediately	(1)
June 9, 2022		85,398	$	18.15	$	1,550,000	9 Years	(2)
June 9, 2022		14,874	$	18.15	$	270,000	Immediately	(1)
June 8, 2023		78,548	$	16.55	$	1,300,000	9 Years	(2)
June 8, 2023		16,615	$	16.55	$	275,000	Immediately	(1)

(1)

Shares issued to non-management members of the Board of Directors.

(2)

Shares issued to certain executives of the Company.

(3)

Shares issued to current and former executives of the Company in connection with the exercise of previously issued options.

The Board of Directors has determined the value of a share of common stock at December 31, 2022 to be $16.55 based on a valuation completed with the assistance of an independent third party for purposes of valuing shares of the Company’s stock pursuant to the 2017 Plan.

For the six months ended June 30, 2023 and 2022, the Company’s total stock-based compensation in the statement of equity was approximately $1.3 million and $0.9 million, respectively. As of June 30, 2023, there was approximately $2,855,000 of unamortized stock compensation related to restricted stock. That cost is expected to be recognized over a weighted average period of 2.4 years.

At June 30, 2023, 600,000 stock options were outstanding, of which 200,000 were vested and 400,000 were non-vested, and 1,011,896 shares of restricted stock were outstanding, 819,956 of which are vested.

The following is a summary of restricted stock activity:


				Weighted Average
				Grant Date Fair
	Shares			Value
Non-vested shares outstanding as of December 31, 2022		166,480		$	14.20
New shares issued through June 30, 2023		95,163		$	16.55
Vested		(69,703	)	$	15.87
Non-vested shares outstanding as of June 30, 2023		191,940		$	14.88

The following is a vesting schedule of the non-vested shares of restricted stock outstanding as of June 30, 2023:


	Number of Shares
Remainder of 2023		29,995
2024		50,831
2025		37,472
2026		27,441
2027		19,423
2028		13,002
Thereafter		13,776
Total Non-vested Shares		191,940

7. EARNINGS PER SHARE:

In accordance with ASC Topic 260 “Earnings Per Share,” basic earnings per common share (“Basic EPS”) is computed by dividing the net income attributable to common stockholders by the weighted-average number of common shares outstanding. Diluted earnings per common share (“Diluted EPS”) is computed by dividing net income attributable to common stockholders by the weighted average number of common shares and dilutive common share equivalents and convertible securities then outstanding. There were 35,650 and 85,399 common share equivalents related to stock options in the six months ended June 30, 2023 and 2022, respectively. These common share equivalents related to stock options are presented in Diluted EPS.

The following table sets forth the computation of basic and diluted earnings per share information for the three and six months ended June 30, 2023 and 2022 (in thousands, except share and per share data):


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2023		2022		2023		2022
Numerator:
Net income attributable to common stockholders	$	1,163	$	492	$	3,763	$	2,564
Denominator:
Weighted average common shares outstanding – basic		13,327,529		13,341,662		13,330,626		13,333,335
Weighted average common shares outstanding – diluted		13,363,179		13,427,061		13,366,275		13,418,734
Basic and Diluted Per Share Information:
Net income per share – basic	$	0.09	$	0.04	$	0.28	$	0.19
Net income per share – diluted	$	0.09	$	0.04	$	0.28	$	0.19

8. RELATED PARTY TRANSACTIONS:

Green Holland Management LLC:

Paul Cooper, the Chairman and Chief Executive Officer of the Company, and Louis Sheinker, the President, Secretary and Chief Operating Officer of the Company, each hold interests in a real estate brokerage firm, Green Holland Management LLC ("GHM"). Paul Cooper and Louis Sheinker each own fifty percent (50%) of the interests in GHM. In October 2022, the Company sold a property to a buyer that was introduced to the property by a broker working for GHM. GHM received a brokerage commission of $600,000. In January 2023, the Company purchased a property and was introduced to the property by a broker working for GHM, resulting in $574,000 of brokerage commissions.

The Rochlin Organization:

Paul Cooper and Louis Sheinker each hold minority ownership interests in a real estate brokerage firm through their ownership of GHM in which they do not engage in management activities, The Rochlin Organization ("Rochlin").

612 Wortman Avenue:

Rochlin acted as the exclusive broker for one of the Company’s properties. In 2013, Rochlin introduced a new tenant to the property, resulting in the execution of a lease agreement and a subsequent lease modification and Rochlin earning brokerage commissions. In subsequent years, the tenant expanded square footage and exercised renewal options, resulting in Rochlin earning additional brokerage commissions. In July 2020, Rochlin introduced an additional tenant to the property, resulting in the execution of a lease agreement and Rochlin earning a brokerage commission of approximately $406,000 on the aggregate contractual rents of approximately $21,000,000. In June 2023, a successor of the original tenant concluded negotiations to extend their current lease and also expand the premises which resulted in approximately $1,500,000 of brokerage commissions for Rochlin on the aggregate contractual rents of approximately $32,300,000.

625 Wortman Avenue:

In October 2021, as a result of a prior introduction to a property, the Company purchased the property resulting in approximately $402,000 in brokerage commissions for Rochlin.

23-85 87th Street:

In October 2022, Rochlin acted as the exclusive broker for this property. The tenant signed an extension agreement which resulted in approximately $2,900,000 of brokerage commissions on the aggregate contractual rents of approximately $82,500,000.

Lighthouse Sixty, L.P.:

The Company’s former executive and administrative offices, located at 60 Hempstead Avenue, West Hempstead, New York, were being leased from Lighthouse Sixty, L.P., a partnership of which Paul Cooper and Louis Sheinker are managing members of the general partner. The lease agreement expired in 2020. The Company continued to occupy the premises on a month-to-month basis at a monthly operating lease cost of approximately $27,000 through October 31, 2021. In December 2020, The Rochlin Organization represented the Company in the negotiation of a lease with a third-party for its offices resulting in the payment of $155,000 of brokerage commissions. The Company moved its offices to this new location in October, 2021.

9. COMMITMENTS AND CONTINGENCIES:

Legal Matters:

The Company is involved in lawsuits and other disputes which arise in the ordinary course of business. However, management believes that these matters will not have a material adverse effect, individually or in the aggregate, on the Company’s financial position or results of operations.

Divestiture:

On February 16, 2012, the Company received a notice from the Joint Industry Board of the Electrical Industry claiming a pension withdrawal liability in the amount of $1.5 million in connection with the divestiture of Shelter Electric. The Company determined the liability was probable and the Company agreed to pay the obligation in monthly installments of approximately $8,100 over a twenty-year term. In September 2022, the Company entered into a settlement agreement whereby the remaining liability for this obligation of approximately $811,000 was paid with a settlement payment of approximately $684,000. As a result, the Company recorded a gain on settlement of pension withdrawal liability of approximately $127,000 in September 2022.

Environmental Matters:

As of June 30, 2023, three of the Company’s six former bus depot sites have received final regulatory closure, satisfying outstanding clean-up obligations related to legacy site contamination issues. Three sites continue with on-going cleanup, monitoring and reporting activities. The Company believes each of the six sites remain in compliance with existing local, state and federal obligations.

Real Property Used By the Company in Its Business

On December 11, 2020, the Company signed a ten-year four-month lease, with one five-year option to extend the lease, as tenant with Steel Garden LLC, as landlord, for the premises located at 1399 Franklin Avenue, Suite 100, Garden City, New York. The lease commencement date was October 1, 2021 (see Note 2). The monthly minimum rent for the first year of the lease term was $27,755.21 with 3% annual rental increases, and the Company was entitled to four months of free minimum rent.

10. FAIR VALUE:

Fair Value of Financial Instruments:

The fair value of the Company’s financial instruments is determined based upon applicable accounting guidance. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The guidance requires disclosure of the level within the fair value hierarchy in which the fair value measurements fall, including measurements using quoted prices in active markets for identical assets or liabilities (Level 1), quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active (Level 2), and significant valuation assumptions that are not readily observable in the market (Level 3).

The fair values of cash and cash equivalents, restricted cash, rent and other receivables, dividends payable, accounts payable and accrued expenses approximated their carrying value because of the short-term nature based on Level 1 inputs. The fair values of mortgage notes payable are based on the discounted cash flow method using current treasury rates and commercial loan spreads, which are Level 2 inputs. The fair values of secured revolving credit facility and term loan payable are based on borrowing rates available to the Company, which are Level 2 inputs. The carrying values of term loan payable and mortgage notes payable are stated at their principal balances below.

The following table summarizes the carrying values and the estimated fair values of the financial instruments (in thousands):


	June 30, 2023				December 31, 2022
	Carrying		Estimated		Carrying		Estimated
	Value		Value		Value		Value
Financial assets:
Cash and cash equivalents	$	29,397	$	29,397	$	59,504	$	59,504
Restricted cash		1,283		1,283		986		986
Rent and other receivables		538		538		1,476		1,476
Financial liabilities:
Dividends payable		1,333		1,333		1,333		1,333
Accounts payable and accrued expenses		4,732		4,732		7,533		7,533
Secured revolving credit facility		40,000		40,000		40,000		40,000
Term loan payable		50,000		50,000		50,000		50,000
Mortgage notes payable		355,182		325,398		355,979		326,788

11. SUBSEQUENT EVENTS

On July 31, 2023, three wholly owned subsidiaries of the Operating Partnership entered into a loan agreement with Transamerica Life Insurance Company. The loan agreement provides for a cross-defaulted, cross collateralized portfolio of commercial mortgage loans in the aggregate principal amount of $25.0 million.

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

This report contains statements that we believe to be “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements give our current expectations or forecasts of future events. Forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “believe,” “project,” “seek,” or “continue,” or similar words or the negative thereof. From time to time, we also may provide oral or written forward-looking statements in other materials we release to the public. Any or all of our forward-looking statements in this report and in any public statements we make could be materially different from actual results. They can be affected by assumptions we might make or by known or unknown risks or uncertainties. Consequently, we cannot provide any assurance with respect to these or any other forward-looking statements. Investors are cautioned not to place undue reliance on any forward-looking statements. See the risk factors identified in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2022, filed with the Securities and Exchange Commission (“SEC”) on March 24, 2023, for a discussion of some, although not all, of the risks and uncertainties that could cause actual results to differ materially from those presented in our forward-looking statements. Investors should understand that it is not possible to predict or identify all such factors and should not consider the potential risks and uncertainties set forth herein and in our Annual Report on Form 10-K for the year ended December 31, 2022 (and our subsequently filed public reports) as being exhaustive, and new factors may emerge that could affect our business. We assume no obligation, and disclaim any duty, to update the forward-looking statements in this report, unless otherwise required by law. You should read the following discussion in conjunction with the condensed consolidated financial statements and notes appearing elsewhere in this filing and our previously filed annual audited financial statements.

Executive Summary:

GTJ REIT, Inc. (the “Company,” “we,” “us,” or “our”) is a self-administered and self-managed real estate investment trust (“REIT”) which, as of June 30, 2023, owned and operated, through our Operating Partnership, a total of 49 properties consisting of approximately 6.3 million square feet of primarily industrial space on approximately 399 acres of land in New York, New Jersey, Connecticut, Delaware and North Carolina. As of June 30, 2023, our properties were 98% leased to 64 tenants, with certain tenants having lease agreements in place at multiple locations. The Operating Partnership also owns, through a joint venture, a 50% interest in a 150,325 square foot state-of-the-art industrial building in Piscataway, New Jersey.

We focus primarily on the acquisition, ownership, management and operation of commercial real estate located in New York, New Jersey, Connecticut, Delaware and North Carolina. To the extent it is in the best interests of our stockholders, we will seek to invest in a diversified portfolio of properties that will satisfy our primary investment objectives of providing our stockholders with stable cash flow, preservation of capital, income growth, and enhancing stockholder value without taking undue risk. We anticipate that the majority of properties we acquire will have both the potential for growth in value and the ability to provide cash distributions to stockholders. In addition, we may continue to look for attractive opportunities to divest certain of our properties, potentially redeploying that capital in our focus markets.

Critical Accounting Policies:

Management’s Discussion and Analysis of Financial Condition and Results of Operations is based upon our condensed consolidated financial statements, which have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”). The preparation of financial statements in conformity with GAAP requires the use of estimates and assumptions that could affect the reported amounts in our condensed consolidated financial statements. Actual results could differ from these estimates. Please refer to the section of our Annual Report on Form 10-K for the year ended December 31, 2022, entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies” for a discussion of our critical accounting policies. During the six months ended June 30, 2023, there were no material changes to these policies.

Recent Acquisition:

Charlotte, North Carolina

On January 18, 2023, the Company (through its Operating Partnership) acquired for cash a 435,600 square-foot parcel of land and land improvements located in Charlotte, North Carolina for $28.7 million, exclusive of closing costs, which is subject to a 10-year lease to FedEx Ground expiring on July 31, 2032.

Share Redemption Program

Our common stock is currently not registered under Section 12 of the Exchange Act and there is no established public market for shares of our common stock. In order to provide our stockholders with interim liquidity, on November 8, 2016, the Board of Directors approved a share redemption program authorizing redemption of the Company’s shares of common stock (the “Shares”),

subject to certain conditions and limitations. On June 30, 2022, the Board of Directors amended and restated the share redemption program, effective as of August 8, 2022 (the “Program”), in order to increase the limit on the amount of redemptions permitted each year from $1 million to $2 million, and starting in 2023, to limit the number of redemptions receiving priority for death or disability to $1 million each year. The following is a summary of terms and provisions of the Program:

•

the Company will redeem the Shares on a semi-annual basis (each redemption period ending on May 31st and November 30th of each year), at a specified price per share (which price will be equal to 90% of its net asset value per share for the most recently completed calendar year, subject to adjustment), subject to sufficient funds being available.

•

the Program will be open to all stockholders (other than current directors, officers and employees, subject to certain exceptions), indefinitely with no specific end date (although the Board may choose to amend, suspend or terminate the Program at any time by providing 30 days’ advance notice to stockholders).

•

stockholders can tender their Shares for redemption at any time during the period in which the Program is open; stockholders can also withdraw tendered Shares at any time prior to 10 days before the end of the applicable semi-annual period.

•

if the annual volume limitation is reached in any given semi-annual period or the Company determines to redeem fewer Shares than have been submitted for redemption in any particular semi-annual period due to the insufficiency of funds, the Company will redeem Shares on a pro rata basis in accordance with the policy on priority of redemptions set forth in the Program.

•

the number of redemptions receiving priority for death or disability will be limited to $1 million in shares per calendar year such that any stockholders requesting redemption upon death or disability will receive up to $1 million for shares per calendar year, and the remaining $1 million per calendar year will be available to redeem shares for the remainder of the Company’s stockholders in the following order of priority: (1) any redemptions that have been carried over from one or more previous semi-annual periods where the redemption amount remaining is less than $2,500; and (2) pro rata as to all other redemption requests (excluding redemptions upon death or disability); provided, however, that if the redemption requests upon death or disability are less than $1 million in shares in a calendar year, then the amount under $1 million would also be available for the remainder of the Company’s stockholders in accordance with the order of priority set forth in this sentence.

•

the redemption price for the Shares will be paid in cash no later than 3 business days following the last calendar day of the applicable semi-annual period.

•

the Program will be terminated if the Shares are listed on a national securities exchange or included for quotation in a national securities market, or in the event a secondary market for the Shares develops or if the Company merges with a listed company.

•

the Company’s transfer agent, Equiniti Trust Company, LLC, will act as the redemption agent in connection with the Program.

Under the Program, the redemption price per Share is equal to 90% of the net asset value (“NAV”) per Share as of the end of the most recently completed calendar year. The NAV is approved annually by the Company’s Board of Directors. The following table presents the results of the Program:


	Valuation Date									Aggregate
	December 31,	NAV		Redemption Price		Shares Redeemed		Redemption Date		Consideration
	2016	$	13.94	$	12.55		79,681	November 30, 2017		$	999,997
	2017	$	14.36	$	12.92		77,399	May 31, 2018		$	999,995
	2018	$	15.09	$	13.58		73,637	May 31, 2019		$	999,990
(1)	2019	$	15.54	$	13.99		-		-	$	-
	2020	$	17.52	$	15.77		63,411	November 30, 2021		$	999,991
	2021	$	22.25	$	20.03		49,925	June 3, 2022		$	999,998
	2021	$	22.25	$	20.03		49,925	December 1, 2022		$	999,998
	2022	$	23.39	$	21.05		95,011	June 2, 2023		$	1,999,982

(1)

On March 27, 2020, the Company’s Board unanimously approved suspending repurchases under the Program effective as of May 1, 2020 in order to preserve financial flexibility in light of uncertainty resulting from the COVID-19 pandemic. On March 16, 2021, the Board unanimously approved lifting the suspension and recommencing the Program, effective as of June 1, 2021.

On July 6, 2021, the Program was temporarily suspended during the Company’s self-tender offer and remained suspended for ten (10) business days following the expiration of the offer. The first redemption date following the recommencement of the Program was November 30, 2021.

Since the Program became effective in 2017, the Company received redemption requests during each year exceeding the Program’s annual limit (other than in 2020 when the Program was suspended). As a result, the Company was unable to purchase all Shares presented for redemption. The Company honored the requests it received on a pro rata basis in accordance with the policy on priority of redemptions set forth in the Program, subject to giving certain priorities in accordance with the Program. The Company treats any unsatisfied portions of redemption requests as requests for redemption in the next semi-annual period.

On March 23, 2023, the Company received its annual valuation as of December 31, 2022. The annual valuation resulted in an adjustment to the redemption price under the Program from $20.03 to $21.05 per share. The Company has filed a Current Report on Form 8-K with the SEC on March 23, 2023, and mailed to its stockholders an announcement of the redemption price adjustment. The redemption price of $21.05 per share was effective for the semi-annual period running from December 1, 2022 to May 31, 2023 and will remain effective until such time as the Board determines a new estimated per share NAV. The Company’s stockholders are permitted to withdraw any redemption requests upon written notice to the Company at any time prior to ten (10) days before the end of the applicable semi-annual period.

Financial Condition and Results of Operations:

Three Months Ended June 30, 2023 vs. Three Months Ended June 30, 2022

The following table sets forth our results of operations for the periods indicated (in thousands):


	Three Months Ended
	June 30,						Increase/(Decrease)
	2023			2022			Amount			Percent
	(Unaudited)
Revenues:
Rental income	$	18,579		$	15,746		$	2,833			18	%
Total revenues		18,579			15,746			2,833			18	%
Operating Expenses:
Property operating expenses		3,611			3,426			185			5	%
General and administrative		4,143			4,285			(142	)		(3	%)
Depreciation and amortization		3,459			3,250			209			6	%
Total operating expenses		11,213			10,961			252			2	%
Operating income		7,366			4,785			2,581			54	%
Interest expense		(5,981	)		(4,352	)		1,629			37	%
Equity in earnings of unconsolidated affiliate		34			32			2			6	%
Other income		210			180			30			17	%
Net income		1,629			645			984			153	%
Less: Net income attributable to noncontrolling interest		466			153			313			205	%
Net income attributable to common stockholders	$	1,163		$	492		$	671			136	%

Revenues

Total revenues increased $2.8 million, or 18%, to $18.6 million for the three months ended June 30, 2023 from approximately $15.8 million for the three months ended June 30, 2022. The increase is primarily due to an increase in the occupancy rate of our properties based upon square footage to 98% in the second quarter of 2023 from 96% in the second quarter of 2022, increased rental income attributable to higher rental rates in the second quarter of 2023 compared to the second quarter of 2022 and the Company's newly acquired property in Charlotte, North Carolina.

Operating Expenses

Operating expenses of $11.2 million for the three months ended June 30, 2023 increased approximately $0.2 million, or 2%, from $11.0 million for the three months ended June 30, 2022 primarily due to increased property operating expenses and depreciation and amortization expense in the second quarter of 2023 compared to the second quarter of 2022. The increase in property operating expenses is primarily attributable to higher real estate taxes and insurance costs in the second quarter of 2023 compared to the second quarter of 2022. The increase in depreciation and amortization expense is primarily attributable to the Company's newly acquired property in Charlotte, North Carolina.

Interest Expense

Interest expense of $6.0 million for the three months ended June 30, 2023 increased $1.6 million, or 37%, from $4.4 million for the three months ended June 30, 2022. The increase is primarily due to a higher average balance and interest rate on the Company's credit facility with Key Bank in the second quarter of 2023 compared to the second quarter of 2022.

Six Months Ended June 30, 2023 vs. Six Months Ended June 30, 2022

The following table sets forth our results of operations for the periods indicated (in thousands):


	Six Months Ended
	June 30,						Increase/(Decrease)
	2023			2022			Amount			Percent
	(Unaudited)
Revenues:
Rental income	$	37,138		$	31,869		$	5,269			17	%
Total revenues		37,138			31,869			5,269			17	%
Operating Expenses:
Property operating expenses		7,227			7,189			38			1	%
General and administrative		6,640			6,514			126			2	%
Depreciation and amortization		6,808			6,480			328			5	%
Total operating expenses		20,675			20,183			492			2	%
Operating income		16,463			11,686			4,777			41	%
Interest expense		(11,848	)		(8,639	)		3,209			37	%
Equity in earnings of unconsolidated affiliate		73			73			(0	)		0	%
Other income		643			660			(17	)		(3	%)
Net income		5,331			3,780			1,551			41	%
Less: Net income attributable to noncontrolling interest		1,568			1,216			352			29	%
Net income attributable to common stockholders	$	3,763		$	2,564		$	1,199			47	%

Revenues

Total revenues increased $5.3 million, or 17%, to approximately $37.2 million for the six months ended June 30, 2023 from $31.9 million for the six months ended June 30, 2022. The increase is primarily due to an increase in the occupancy rate of our properties based upon square footage, increased rental income attributable to higher rental rates in 2023 compared to 2022 and the Company's newly acquired property in Charlotte, North Carolina.

Operating Expenses

Operating expenses of $20.7 million for the six months ended June 30, 2023 increased $0.5 million, or 2%, from $20.2 million for the six months ended June 30, 2022. The increase is primarily due to increased depreciation and amortization expenses attributable to the Company's newly acquired property in Charlotte, North Carolina.

Interest Expense

Interest expense of $11.8 million for the six months ended June 30, 2023 increased $3.2 million, or 37%, from $8.6 million for the six months ended June 30, 2022. The increase is primarily due to a higher average balance and interest rate on the Company's credit facility with Key Bank in 2023 compared to 2022.

Other Income

Other income of $0.6 million for the six months ended June 30, 2023 was primarily attributable to a legal settlement with a former tenant and interest income.

Other income of $0.7 million for the six months ended June 30, 2022 was primarily attributable to insurance proceeds for the recovery of both lost rents and the write-off of a portion of a property due to a weather-related casualty loss in 2021.

Liquidity and Capital Resources

We derive substantially all of our revenues from rents received from tenants under existing leases on each of our properties. These revenues include fixed base rents and recoveries of certain property operating expenses that we have incurred and that we pass through to the individual tenants.

Our primary cash disbursements consist of property operating expenses (which include real estate taxes, repairs and maintenance, insurance, and utilities), general and administrative expenses (which include compensation costs, office expenses, professional fees and other administrative expenses), leasing and acquisition costs (which include third-party costs paid to brokers and consultants), and principal payments and interest expense on our mortgage loans.

Our sources of liquidity and capital include cash flow from operations, cash and cash equivalents, borrowings under our revolving credit facility, refinancing existing mortgage loans, obtaining loans secured by our unencumbered properties, and property sales.

On December 2, 2015, the Company (through its Operating Partnership) entered into the Key Bank Credit Agreement with Key Bank for a $50.0 million revolving credit facility with an initial term of two years, with a one-year extension option, subject to certain other customary conditions. The Company, through the extension option and various amendments to the Key Bank Credit Agreement, extended the maturity date of the revolving credit facility to June 30, 2022.

On October 22, 2021, the Operating Partnership entered into a First Amended and Restated Credit Agreement with Key Bank and the other lenders parties thereto. The Amended and Restated Credit Agreement provided for a $60 million senior secured credit facility consisting of (i) a $10 million revolving line of credit facility, with an initial term of three years and two one-year extension options and (ii) a $50 million term loan facility, with an initial term of four years and a one-year extension option, which was funded in a single advance on October 22, 2021. Up to $10 million of the total commitments under the credit facility will be available for the issuance of letters of credit and swing line loans.

So long as no default or event of default has occurred and is continuing, the Operating Partnership shall have the right, from time to time, to request an increase in the size of the term loan, request an additional incremental term loan facility, or increase commitments under the revolving line of credit facility, collectively in an aggregate amount that would not cause the Credit Facility to exceed $125 million.

On August 5, 2022, the Operating Partnership entered into a First Amendment (the “First Amendment”) to the First Amended and Restated Credit Agreement with Key Bank, as agent and lender, First Financial Bank, as lender, and the Company and certain direct and indirect subsidiaries of the Company as guarantors. The First Amendment amended the First Amended and Restated Credit Agreement to, among other things, (i) increase the amount available under the revolving line of credit facility from $10 million to $40 million, (ii) extend the maturity date of the revolving line of credit facility from October 22, 2024 to August 5, 2025, (iii) extend the maturity date of the term loan facility from October 22, 2025 to August 5, 2026, (iv) replace the interest rate option based on LIBOR with interest rate options based on the Secured Overnight Financing Rate (“SOFR”), including term SOFR and daily simple SOFR, and (v) add certain subsidiaries of the Operating Partnership as guarantors, and mortgages encumbering properties owned by such subsidiaries as collateral. As of August 5, 2022, outstanding borrowings under the revolving line of credit facility were $40 million.

In addition, on August 5, 2022, certain subsidiaries of the Operating Partnership refinanced the AIG Loan on certain properties by entering into new loan agreements (collectively the “New AIG Loan Agreements”) with AIG Asset Management (U.S.), LLC, as administrative agent, and the other lenders from time to time party thereto. The New AIG Loan Agreements provide for secured loans in the aggregate principal amount of $225.0 million.

The 2022 AIG Loans and First Amendment transactions resulted in the Operating Partnership increasing its cash position by approximately $22.0 million as of August 5, 2022.

Our available liquidity at June 30, 2023 was approximately $29.4 million, consisting of cash and cash equivalents. As of June 30, 2023, the Company had $90.0 million outstanding borrowings under the Key Bank credit facility, consisting of borrowings of $50.0 million under its term loan facility with Key Bank and $40.0 million of borrowings under its revolving line of credit facility with Key Bank.

Net Cash Flows:

Six Months Ended June 30, 2023 vs. Three Months Ended June 30, 2022

Operating Activities

Net cash provided by operating activities was $13.7 million for the six months ended June 30, 2023. Cash provided by operating activities included (i) income before depreciation, amortization, stock compensation, rental income in excess of amounts billed, non-cash lease expense and income from equity investment in unconsolidated affiliate of $13.6 million, (ii) an increase in other liabilities of $2.8 million primarily due to unpaid leasing commissions and (iii) distributions from unconsolidated affiliate of $0.1 million, partially offset by (iv) a decrease in accounts payable and accrued expenses of approximately $2.8 million.

Net cash provided by operating activities was $11.3 million for the six months ended June 30, 2022. Cash provided by operating activities included (i) income before depreciation, amortization, stock compensation, rental income in excess of amounts billed, non-cash lease expense, income from equity investment in unconsolidated affiliate and income from recovery of a portion of property related to casualty loss of $11.3 million, (ii) an increase in accounts payable and accrued expenses of approximately $0.5 million, partially offset by (iii) a decrease in other liabilities of $0.3 million and (iv) an increase in other assets of $0.2 million.

Investing Activities

Net cash used in investing activities was $30.0 million for the six months ended June 30, 2023. Cash used in investing activities resulted from (i) the acquisition of one property for $29.0 million and (ii) property improvements of $1.0 million.

Net cash used in investing activities was $3.7 million for the six months ended June 30, 2022. Cash used in investing activities resulted from (i) property improvements of $4.4 million, partially offset by (ii) proceeds of insurance recovery for a portion of property related to casualty loss of $0.7 million.

Financing Activities

Net cash used in financing activities was $13.5 million for the six months ended June 30, 2023. Cash used in financing activities resulted from (i) the payment of mortgage principal of $0.8 million, (ii) the payment of the Company’s fourth quarter 2022 dividend, 2022 supplemental dividend and 2023 first quarter dividend totaling $7.1 million, (iii) distributions to non-controlling interests of $3.3 million, (iv) repurchases of the Company's common stock of $2.0 million and (v) financing deposits of $0.3 million.

Net cash used in financing activities was approximately $16.5 million for the six months ended June 30, 2022. Cash used in financing activities resulted from (i) the payment of mortgage principal of $0.6 million, (ii) the payment of the Company’s fourth quarter 2021 dividend, 2021 supplemental dividend and 2022 first quarter dividend totaling $6.9 million, (iii) distributions to non-controlling interests of $3.5 million, (iv) repurchases of the Company's common stock of $1.0 million and (v) financing deposits of $4.5 million.

Non-GAAP Financial Measures

Funds from Operations and Adjusted Funds from Operations

We consider Funds from Operations (“FFO”) and Adjusted Funds from Operations (“AFFO”), each of which are non-GAAP measures, to be additional measures of an equity REIT’s operating performance. We report FFO in addition to our net income and net cash provided by operating activities. Management has adopted the definition suggested by the National Association of Real Estate Investment Trusts (“NAREIT”) and defines FFO to equal net income computed in accordance with GAAP, excluding gains or losses from sales of property, excluding impairment write-downs of depreciated property, plus real estate-related depreciation and amortization. We believe these measurements provide a more complete understanding of our performance when compared year over year and better reflect the impact on our operations from trends in occupancy rates, rental rates, operating costs and general and administrative expense which may not be immediately apparent from net income.

Management considers FFO a meaningful additional measure of operating performance because it primarily excludes the assumption that the value of our real estate assets diminishes predictably over time and industry analysts have accepted it as a performance measure. FFO is presented to assist investors in analyzing our performance. It is helpful because it excludes various items included in net income that are not indicative of operating performance, such as gains or losses from sales of property, impairment write-downs and depreciation and amortization. Management believes AFFO to be a meaningful, additional measure of operating performance because it provides information consistent with the Company’s analysis of its operating performance by excluding non-cash and certain other income and expense items such as straight-lined rent, amortization of other intangible assets, mark to market debt adjustments, financing costs, our realized gain from an investment in a limited partnership, write-off of property related to casualty loss (net of insurance recoveries), gain or loss on extinguishment of debt, and stock compensation expense, which are not indicative of the results of our operating portfolio.

However, FFO and AFFO:

•

do not represent cash flows from operating activities in accordance with GAAP, which unlike FFO and AFFO, generally reflect all cash effects of transactions and other events in the determination of net income;

•

are non-GAAP financial measures and do not represent net income as defined by GAAP; and

•

should not be considered alternatives to net income as indications of our performance.

FFO and AFFO as defined by us may not be comparable to similarly titled items reported by other real estate investment trusts due to possible differences in the application of the NAREIT definition used by such REITs.

The reconciliation of net income attributable to our common stockholders in accordance with GAAP to FFO and AFFO for the three and six months ended June 30, 2023 and 2022 is as follows (in thousands). All amounts are net of noncontrolling interest.


	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2023			2022			2023			2022
Net income attributable to common stockholders	$	1,163		$	492		$	3,763		$	2,564
Add NAREIT defined adjustments
Real estate depreciation		1,837			1,618			3,624			3,231
Amortization of in-place leases and deferred leasing costs		569			499			1,123			998
Funds From Operations (“FFO”) attributable to common stockholders, as defined by NAREIT:		3,569			2,609			8,510			6,793
Adjustments to arrive at Adjusted FFO (“AFFO”):
Straight-lined rents		(138	)		22			(290	)		64
Amortization of other intangible assets		(31	)		(47	)		(76	)		(99	)
Amortization of financing costs		265			182			531			365
Stock compensation expense		519			413			794			577
AFFO attributable to common stockholders, as defined by GTJ REIT, Inc.	$	4,184		$	3,179		$	9,469		$	7,700

The Company believes FFO and AFFO to be the most appropriate supplemental disclosure of operating performance for a REIT due to its widespread acceptance and use within the REIT and analyst communities. FFO and AFFO provide a uniform supplemental basis for evaluating the earnings performance of REITs considering the unique capital structure of each REIT.

Cash Payments for Financing

Payments of interest under our mortgage notes payable and revolving credit line facility with Key Bank will consume a portion of our cash flow, reducing net income and consequently, the distributions to be made to our stockholders.

Trend in Financial Resources

We expect to receive additional rent payments over time due to scheduled increases in rent set forth in the leases on our properties. It should be noted, however, that the additional rent payments are expected to result in an approximately equal obligation to make additional distributions to stockholders, and will therefore not result in a material increase in working capital.

Divestiture

On February 16, 2012, we received a notice from the Joint Industry Board of the Electrical Industry claiming a pension withdrawal liability in the amount of $1.5 million in connection with the divestiture of Shelter Electric Maintenance Corp. The Company determined the liability was probable, and the Company agreed to pay the obligation in monthly installments of approximately $8,100 over a twenty-year term. In September 2022, the Company entered into a settlement agreement whereby the remaining liability for this obligation of approximately $811,000 was paid with a settlement payment of approximately $684,000. As a result, the Company recorded a gain on settlement of pension withdrawal liability of approximately $127,000 in September 2022.

Inflation

Inflation has recently increased substantially in the United States. In response, the Federal Reserve increased interest rates throughout 2022 and into early 2023 and has indicated that it foresees possible further interest rate increases in 2023. Higher interest rates imposed by the Federal Reserve to address inflation may increase our interest expense on our variable rate borrowings. In addition, increased inflation could have a negative impact on the Company’s property operating expenses, as these costs could

increase at a rate higher than the Company’s rents. Our properties have tenants whose leases include expense reimbursements and other provisions to minimize the effect of inflation. However, rising costs could adversely affect our tenants’ businesses, and there is no guarantee our tenants would be able to absorb these expense increases and continue to pay us their portion of property operating expenses and rent.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Market risks that arise from changes in interest rates, foreign currency exchange rates and other market changes affect market sensitive instruments. In pursuing our business strategies, the primary market risk which we are exposed to is interest rate risk. On August 5, 2022, the Operating Partnership entered into a First Amendment to the First Amended and Restated Credit Agreement, dated October 22, 2021, with Key Bank and the other lenders parties thereto which provides for a $90 million senior secured credit facility (the “Credit Facility”), consisting of (i) a $40 million revolving line of credit facility and (ii) a $50 million term loan facility. Loans drawn down by the Operating Partnership under the Credit Facility must specify, at the Operating Partnership’s option, whether they are base rate loans, daily simple SOFR rate loans or term SOFR loans. Borrowings under the Credit Facility bear interest at a rate equal to, at the Operating Partnership’s option, either (1) daily simple SOFR plus 0.1% (but in no case shall the rate be less than zero), (2) term SOFR plus 0.1% (but in no case shall the rate be less than zero) (“Adjusted Term SOFR”), or (3) a base rate determined by reference to the greatest of (a) the fluctuating annual rate of interest announced from time to time by Key Bank as its “prime rate”, (b) 0.50% above the federal funds effective rate, (c) Adjusted Term SOFR for a one month tenor plus 1.0% and (d) 1.0%, and in each case of clauses (1), (2) and (3), plus an applicable margin, depending upon the overall leverage of the properties and whether the loan is under the Revolver or Term Loan facilities. As of June 30, 2023, interest expense on the outstanding borrowings of our Credit Facility with Key Bank would increase by as much as $900,000 annually if SOFR increased by 100 basis points.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain a system of disclosure controls and procedures (as defined in Rule 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). As required by Rule 15d-15(b) under the Exchange Act, management, under the direction of our Company’s Chief Executive Officer and Chief Financial Officer, reviewed and performed an evaluation of the effectiveness of design and operation of our disclosure controls and procedures (as defined in Rule 15d-15(e) under the Exchange Act) as of June 30, 2023, the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective to provide reasonable assurance that (i) information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and (ii) information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Part II – Other Information

Item 1. Legal Proceedings

From time to time, the Company is involved in lawsuits and other disputes that arise in the ordinary course of business. Our management is currently not aware of any legal matters or pending litigation that would have a significant effect, individually or in the aggregate, on the Company’s financial position or results of operations.

Item 1A. Risk Factors

There have been no material changes to the risk factors that were disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Except for the Company's purchase of 95,011 shares for $1,999,982 pursuant to its Share Redemption Program, the Company did not engage in any unregistered sales of equity securities or repurchases of its common stock during the fiscal quarter ended June 30, 2023. Our common stock is currently not registered under Section 12 of the Exchange Act.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits


Exhibit		Description

3.1		Composite Amended and Restated Articles of Incorporation, Inclusive of All Amendments Through June 8, 2018 (Incorporated by reference to Exhibit 3.1 to Registrant’s Quarterly Report on Form 10-Q filed with the SEC on August 9, 2018).

3.2		Composite Bylaws, Inclusive of All Amendments Through September 3, 2015 (Incorporated by reference to Exhibit 3.2 to Registrant’s Quarterly Report on Form 10-Q filed with the SEC on August 9, 2018).

31.1		Certification of Chief Executive Officer Pursuant to Rule 15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).

31.2		Certification of Chief Financial Officer Pursuant to Rule 15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).

32.1		Certification of Chief Executive Officer Pursuant to Rule 15d-14(b) and 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).

32.2		Certification of Chief Financial Officer Pursuant to Rule 15d-14(b) and 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes Oxley Act of 2002 (furnished herewith).

101.INS		Inline 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.

101.SCH		Inline XBRL Taxonomy Extension Schema Document.

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document.

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.

104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

SIGNATURES

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


	GTJ REIT, INC.

Dated: August 7, 2023	/s/ Paul Cooper
	Paul Cooper
	Chief Executive Officer (Principal Executive Officer)

Dated: August 7, 2023	/s/ Stuart Blau
	Stuart Blau Chief Financial Officer (Principal Financial and Accounting Officer)