BRT Apartments (BRT) 10-Q 2010 Q3 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC  20549

FORM 10-Q

x Quarterly Report Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

For the quarterly period ended June 30, 2010

OR

¨ Transition Report Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Commission File Number 001-07172

BRT REALTY TRUST

(Exact name of Registrant as specified in its charter)

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

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

516-466-3100

(Registrant’s telephone number, including area code)

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 x       No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted 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 and post such files).

Yes  ¨         No ¨

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

Large accelerated filer  ¨		Accelerated filer  x
Non-accelerated filer  ¨	(Do not check if a smaller reporting company)	Smaller reporting company  o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ¨       No    x

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

14,082,236 Shares of Beneficial Interest,

$3 par value, outstanding on August 5, 2010

Part 1 - FINANCIAL INFORMATION

Item 1. Financial Statements

BRT REALTY TRUST AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Amounts in thousands except per share amounts)

	June 30,  2010 (Unaudited)			September 30,  2009
ASSETS
Real estate loans
Earning interest	$	16,154		$	44,677
Non-earning interest		35,142			2,836
		51,296			47,513
Deferred fee income		(263	)		(44	)
Allowance for possible losses		(3,165	)		(1,618	)
		47,868			45,851
Purchase money mortgage loans		16,960			16,804
Real estate loans held for sale		-			16,915
Real estate properties net of accumulated depreciation of $1,633 and $1,145		54,509			55,544
Investment in unconsolidated ventures at equity		776			2,477
Cash and cash equivalents		50,253			25,708
Available-for-sale securities at market		7,985			8,963
Real estate properties held for sale		51			14,204
Other assets		6,350			6,867
Total Assets	$	184,752		$	193,333
LIABILITIES AND EQUITY
Liabilities:
Junior subordinated notes	$	40,667		$	40,234
Mortgages payable		10,669			9,460
Accounts payable and accrued liabilities		921			2,149
Deposits payable		1,904			1,965
Dividends payable		-			13,308
Total Liabilities		54,161			67,116
Commitments and contingencies		-			-
Equity:
BRT Realty Trust shareholders’ equity:
Preferred shares, $1 par value:
Authorized 10,000 shares, none issued		-			-
Shares of beneficial interest, $3 par value:
Authorized number of shares, unlimited, 15,148 and 12,711 issued		45,445			38,133
Additional paid-in capital		172,075			167,073
Accumulated other comprehensive income—net unrealized gain on available-for-sale securities		1,168			2,711
Retained deficit		(82,223	)		(75,374	)
Cost of 1,460 and 1,438 treasury shares of beneficial interest		(11,364	)		(11,316	)
Total BRT Realty Trust shareholders’ equity		125,101			121,227
Noncontrolling interests		5,490			4,990
Total Equity		130,591			126,217
Total Liabilities and Equity	$	184,752		$	193,333

See accompanying notes to consolidated financial statements.

2

BRT REALTY TRUST AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(Amounts in thousands except per share amounts)

	Three Months Ended June 30,						Nine Months Ended  June 30,
	2010			2009			2010			2009
Revenues:
Interest on real estate loans	$	592		$	1,286		$	1,751		$	7,591
Interest on purchase money mortgage loans		344			27			1,029			27
Loan fee income		48			196			163			803
Rental revenues from real estate properties		871			377			2,610			1,083
Recovery of previously provided allowances		365			-			365			-
Other, primarily investment income		125			174			335			537
Total revenues		2,345			2,060			6,253			10,041
Expenses:
Interest on borrowed funds		527			923			1,572			3,725
Advisor’s fees, related party		199			289			596			941
Provision for loan loss		-			-			3,165			17,530
Impairment charges		2,625			122			2,625			1,272
Foreclosure related professional fees		141			97			310			687
Debt restructuring expense		-			685			-			685
General and administrative—including $188 and $261 to related party for the three month periods and $622 and $747 for the nine month periods, respectively		1,565			1,928			4,581			5,336
Operating expenses relating to real estate properties including interest on mortgages payable of $162 and $47 for the three month periods and $474 and $119 for the nine month periods, respectively		1,079			742			3,061			1,510
Amortization and depreciation		231			212			664			1,063
Total expenses		6,367			4,998			16,574			32,749
Total revenues less total expenses		(4,022	)		(2,938	)		(10,321	)		(22,708	)
Equity in earnings (loss) of unconsolidated ventures		33			104			143			(1,983	)
Gain on sale of joint venture interests		-			-			-			271
Gain on sale of available-for-sale securities		-			92			1,586			92
Loss from continuing operations		(3,989	)		(2,742	)		(8,592	)		(24,328	)
Discontinued operations:
Loss from operations		(54	)		(535	)		(596	)		(1,751	)
Impairment charges		-			(2,460	)		(745	)		(25,561	)
Gain on sale of real estate assets		643			257			1,918			287
Income (loss) from discontinued operations		589			(2,738	)		577			(27,025	)
Net loss		(3,400	)		(5,480	)		(8,015	)		(51,353	)
Less net loss attributable to non controlling interests		429			217			1,166			131
Net loss attributable to common shareholders	$	(2,971	)	$	(5,263	)	$	(6,849	)	$	(51,222	)
Basic and diluted per share amounts attributable to common shareholders:
Loss from continuing operations	$	(.25	)	$	(.22	)	$	(.54	)	$	(2.07	)
Income (loss) from discontinued operations		.04			(.23	)		.04			(2.32	)
Basic and diluted loss per share	$	(.21	)	$	(.45	)	$	(.50	)	$	(4.39	)
Amounts attributable to BRT Realty Trust:
Loss from continuing operations	$	(3,560	)	$	(2,525	)	$	(7,426	)	$	(24,197	)
Income (loss) from discontinued operations		589			(2,738	)		577			(27,025	)
Net loss	$	(2,971	)	$	(5,263	)	$	(6,849	)	$	(51,222	)
Weighted average number of common shares outstanding:
Basic and diluted		14,106,816			11,624,219			13,800,708			11,667,055

See accompanying notes to consolidated financial statements.

3

      BRT REALTY TRUST AND SUBSIDIARIES

       CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

      (Unaudited)

(Amounts in thousands except for per share amounts)

	Shares of Beneficial Interest		Additional Paid-In Capital			Accumulated Other Comprehensive Income			Retained Deficit			Treasury Shares			Non Controlling Interests			Total
Balances, September 30, 2009	$	38,133	$	167,073		$	2,711		$	(75,374	)	$	(11,316	)	$	4,990		$	126,217
Restricted stock vesting		-		(242	)		-			-			242			-			-
Compensation expense –  restricted stock		-		640			-			-			-			-			640
Shares issued – stock dividend  (2,437,352 shares)		7,312		4,604			-			-			-			-			11,916
Contributions from non- controlling interests		-		-			-			-			-			1,846			1,846
Distributions to non controlling    interests		-		-			-			-			-			(180	)		(180	)
Shares repurchased (52,403 shares)		-		-			-			-			(290	)		-			(290	)
Net loss		-		-			-			(6,849	)		-			(1,166	)		(8,015	)
Other comprehensive loss - net unrealizedloss on available-for-salesecurities (net of reclassification adjustment for gains of $1,557 included in net loss)		-		-			(1,543	)		-			-			-			(1,543	)
Comprehensive loss		-		-			-			-			-			-			(9,558	)
Balances, June 30, 2010	$	45,445	$	172,075		$	1,168		$	(82,223	)	$	(11,364	)	$	5,490		$	130,591

See accompanying notes to consolidated financial statements.

4

BRT REALTY TRUST AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(Amounts in Thousands)

	Nine Months Ended June 30,
	2010			2009
Cash flows from operating activities:
Net loss	$	(8,015	)	$	(51,353	)
Adjustments to reconcile net loss to net cash used in operating activities:
Provision for loan loss		3,165			17,530
Recovery of previously provided allowances		(365	)		-
Impairment charges		3,370			26,833
Amortization and depreciation		688			1,397
Amortization of deferred fee income		(163	)		(730	)
Accretion of junior subordinated notes principal		433			133
Amortization of securities discount		(52	)		(13	)
Amortization of restricted stock		640			658
Gain on sale of real estate assets from discontinued operations		(1,918	)		(287	)
Gain on sale of available for sale securities		(1,586	)		(92	)
Gain on sale of joint venture interests		-			(271	)
Equity in (earnings) loss of unconsolidated joint ventures		(143	)		1,983
Distribution of earnings of unconsolidated joint ventures		138			111
Increase in straight line rent		(279	)		(12	)
Increases and decreases from changes in other assets and liabilities:
Decrease in interest and dividends receivable		308			856
Increase in prepaid expenses		(354	)		(1,872	)
Decrease in accounts payable and accrued liabilities		(1,188	)		(1,781	)
Increase in deferred costs		(47	)		-
Increase in security deposits and other receivable		(181	)		(1,775	)
Other		(124	)		506
Net cash used in operating activities		(5,673	)		(8,179	)
Cash flows from investing activities:
Collections from real estate loans		9,329			9,039
Additions to real estate loans		(14,747	)		(12,650	)
Proceeds from the sale of loans		16,815
Loan loss recoveries		227			2,000
Net costs capitalized to real estate owned		(2,609	)		(2,286	)
Collection of loan fees		381			461
Proceeds from sale of real estate owned		15,857			18,371
Purchase of available for sale securities		(2,352	)		(4,196	)
Proceeds from sale of available for sale securities		4,425			242
Contributions to unconsolidated joint ventures		-			(781	)
Distributions of capital of unconsolidated joint ventures		1,701			545
Proceeds from the sale of joint venture interests		-			1,350
Net cash provided by investing activities		29,027			12,095
Cash flows from financing activities:
Proceeds from borrowed funds		-			6,000
Repayment of borrowed funds		-			(9,000	)
Increase in deferred mortgage costs		-			(794	)
Increase in mortgages payable		1,277			-
Mortgage principal payments		(68	)		(64	)

5

BRT REALTY TRUST AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(Unaudited)

(Amounts in Thousands)

	Nine Months Ended June 30,
	2010			2009
Cash distribution – common shares		(1,334	)		(15,565	)
Expenses associated with stock issuance		(60	)		-
Capital contribution from non controlling interests		1,846			3,117
Capital distribution to non-controlling interests		(180	)		-
Repurchase of shares		(290	)		(914	)
Net cash provided by (used in) financing activities		1,191			(17,220	)
Net increase (decrease) in cash and cash equivalents		24,545			(13,304	)
Cash and cash equivalents at beginning of period		25,708			35,765
Cash and cash equivalents at end of period	$	50,253		$	22,461
Supplemental disclosure of cash flow information:
Cash paid during the period for interest	$	1,944		$	6,074
Non cash investing and financing activity:
Seller financing provided for sale of real estate		-		$	6,070
Common stock dividend – portion paid in the Trust’s common shares	$	11,916			-
Reclassification of loans to real estate upon foreclosure		-			37,681
Reclassification of real estate properties held for sale to real estate		8,552			7,868
Junior subordinated notes redeemed to cancel statutory trust common securities		-			1,702
Assumption of mortgages of consolidated joint venture		-			2,100

See accompanying notes to consolidated financial statements.

6

BRT REALTY TRUST AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

June 30, 2010

Note 1 – Organization and Background

BRT Realty Trust is a real estate investment trust organized as a business trust in 1972 under the laws of the Commonwealth of Massachusetts.  Our primary business is and has been for over twenty five years, to originate and hold for investment short-term senior and junior commercial mortgage loans secured by real property in the United States.  Our objective is to provide our shareholders with returns over time, including quarterly cash distributions and capital appreciation.  We originate mortgage loans secured by a diversified portfolio of real property.  Due to the credit crisis and the economic recession, our business focus temporarily shifted emphasis from the origination of loans to servicing our loan portfolio, workout activities, including pursuing foreclosure actions, acquiring the underlying properties in foreclosure proceedings, supervising the operations of real estate assets and selling real estate assets acquired in foreclosure proceedings.  As we have resolved a substantial portion of the problems in our loan portfolio over the past two plus years, we have shifted our emphasis back to our primary lending business.

Note 2 - Basis of Preparation

The accompanying interim unaudited consolidated financial statements as of  June 30, 2010 and for the   three  and nine months ended June 30, 2010 and June 30, 2009 reflect all normal recurring adjustments which are, in the opinion of management, necessary for a fair presentation of the results for such interim periods. The results of operations for the three and nine months ended June 30, 2010 are not necessarily indicative of the results for the full year.  The balance sheet as of September 30, 2009 has been derived from the audited financial statements at that date but does not include all the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements.

Certain items on the consolidated financial statements for the preceding period have been reclassified to conform with the current consolidated financial statements.

The consolidated financial statements include the accounts and operations of BRT Realty Trust, its wholly owned subsidiaries, and its majority-owned or controlled real estate entities and variable interest entities in which it is the primary beneficiary.  Material intercompany items and transactions have been eliminated. BRT Realty Trust and its subsidiaries are hereinafter referred to as "BRT" or the "Trust."

RBH-TRB Newark Holdings LLC was determined to be a Variable Interest Entity (“VIE”) because the Trust has disproportionately few voting rights as compared with its obligations to absorb expected losses or rights to receive expected residual returns.  The Trust was determined to be the primary beneficiary as it is expected to absorb a majority of the VIE’s expected losses.  For these reasons, the Trust has consolidated the operations of this VIE in the Trust’s consolidated financial statements.

With respect to its unconsolidated joint ventures, as (i) the Trust is primarily the managing member but does not exercise substantial operating control over these entities or the Trust is not the managing member and (ii) such entities are not VIE’s, the Trust has determined that such joint ventures should be accounted for under the equity method of accounting for financial statement purposes.

7

Note 2 - Basis of Preparation (Continued)

These statements should be read in conjunction with the consolidated financial statements and related notes which are included in BRT’s Annual Report on Form 10-K for the year ended September 30, 2009.

The preparation of the financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements.  Actual results could differ from those estimates.

Note 3 - Equity

Common Share Dividend Distribution

During the quarter ended June 30, 2010, the Trust did not declare a dividend to its shareholders.

Restricted Shares

As of June 30, 2010, there were 132,940 and 349,250  restricted shares issued under the Trust’s 2009 and 2003 incentive plans, respectively.  The total number of shares allocated to these plans are 500,000 and 350,000, respectively.   Shares issued vest five years from the date of issuance and under certain circumstances may vest earlier.  Since inception of the plans, 88,560 shares have vested. For accounting purposes, the restricted stock is not included in the outstanding shares shown on the balance sheet until they vest, but is included in the earnings per share computation.   The estimated fair value of restricted stock at the date of grant is being amortized ratably into expense over the applicable vesting period. For the three and nine months ended June 30, 2010 and 2009, the Trust recorded $209,000 and $640,000 and $217,000 and $658,000 of compensation expense, respectively, as a result of the outstanding restricted shares.  At June 30, 2010, $1,872,000 has been deferred as unearned compensation and will be charged to expense over the remaining weighted average vesting period of approximately 3.24 years.

Per Share Data

Basic (loss) earnings per share attributable to holders of shares of beneficial interest in BRT Realty Trust was determined by dividing net (loss) income attributable to common shareholders for the period by the weighted average number of common shares outstanding during each period.

Diluted (loss) earnings per share attributable to holders of shares of beneficial interest in BRT Realty Trust reflect the potential dilution that could occur if securities or other contracts to issue common shares were exercised or converted into common shares or resulted in the issuance of common shares that then shared in the earnings of the Trust.

Basic and diluted shares for the three months ended June 30, 2010 and 2009 were 14,106,816 and 11,624,219, respectively, and 13,800,708 and 11,667,055 for the nine months ended June 30, 2010 and 2009, respectively.

The impact of dilutive securities is not included in the computation of loss per share for the three and nine months ended June 30, 2010 and 2009, as the inclusion of such common share equivalents would be anti-dilutive.

8

Note 4 - Real Estate Loans and Purchase Money Mortgages

At June 30, 2010, information relating to real estate loans, all of which are first mortgage loans, is summarized as follows (dollar amounts in thousands):

First mortgage loans:	Earning Interest			Non-Earning Interest			Total			Allowance For  Possible Losses (1)			Real Estate Loans, Net
Multi-family residential	$	12,621		$	580		$	13,201		$	(180	)	$	13,021
Vacant loft building		-			26,075			26,075			(2,985	)		23,090
Condominium units		-			8,487			8,487			-			8,487
Hotel condominium units		878			-			878			-			878
Retail		2,655			-			2,655			-			2,655
		16,154			35,142			51,296			(3,165	)		48,131
Deferred fee income		(177	)		(86	)		(263	)		-			(263	)
Real estate loans, net		15,977			35,056			51,033			(3,165	)		47,868
Purchase money mortgage loans:
Multi-family residential		16,960			-			16,960			-			16,960
Real estate loans and purchase money mortgage loans, net	$	32,937		$	35,056		$	67,993		$	(3,165	)	$	64,828

(1) All allowances for possible losses relate to non-earning loans.

At June 30, 2010, three non-earning loans were outstanding to three separate, unrelated borrowers having an aggregate outstanding principal balance of $35,142,000, representing 51% of real estate loans, and 19% of total assets.   The Trust recognized cash basis interest of $145,000 and $422,000 on non-earning loans in the three and nine month periods ended June 30, 2010, respectively.

Information regarding these non-earning loans is set forth in the table below (dollar amounts in thousands):

Loan designation	New York, NY		Brooklyn, NY			New York, NY
Principal balance	$	580	$	8,487	*	$	26,075
Accrued interest		-		-			-
Cross collateral or cross default provision	No		No			No
Secured	Yes		Yes			Yes
Security	Vacant multi-family building		Condominium units			Vacant loft building
Recourse/non-recourse	Recourse		Recourse			Recourse
Impaired	Yes		No			Yes
Allowance for possible losses	$	180		-		$	2,985
Collateral dependent	Yes		Yes			Yes

* Represents a pari passu interest in a loan with a principal balance of $16,974,000.

9

Note 4 - Real Estate Loans and Purchase Money Mortgages (Continued)

A summary of the changes in non-earning loans, before allowance for possible losses of $3,165,000, for the three and nine months ended June 30, 2010is as follows (dollar amounts in thousands):

	Three Months Ended June 30, 2010		Nine Months Ended June 30, 2010
Balance at beginning of period	$	37,398	$	2,836
Additions		-		34,562	(a) (b)
Reductions		2,256		2,256
Balance at end of period	$	35,142	$	35,142

(a) On December 4, 2009, the borrower to which we loaned $8,487,000 secured by condominium units located  in Brooklyn, NY filed for protection under Chapter 11 of the Federal Bankruptcy Laws.  At that time this loan was reclassified to non-earning.

(b)  On December 22, 2009, management sent a notice of default to a borrower with respect to a loan having an outstanding principal balance of $26,075,000 secured by a vacant loft building located in New York, NY, where upon the loan was reclassified to non-earning.  A foreclosure action has been filed and as of August 2, 2010 the Trust’s motion for summary judgment had been granted.

At June 30, 2010, four separate, unaffiliated borrowers had loans outstanding in excess of 10% of the total loan portfolio before loan loss allowances. Information regarding the loans outstanding, including purchase money mortgage loans, to each of these borrowers is set forth in the table below:

Gross Loan  Balance			# of Loans		% of Gross Loans			% of Assets			Type	State	Status
$	26,075,000			1		38.2	%		14.1	%	Vacant loft building	NY	Non-Performing
$	9,975,000	(a)		1		14.6	%		5.4	%	Multi-family, residential	AZ	Performing
$	9,000,000			1		13.2	%		4.9	%	Multi-family, residential	MI	Performing
$	8,487,000			1		12.4	%		4.6	%	Multi-family, condo units	NY	Non-Performing

(a) This loan was paid off on August 3, 2010.

Note 5 – Real Estate Loans Held for Sale

During the quarter ended December 31, 2009, the Trust sold one loan secured by an office building with ground floor retail, located in Brooklyn, NY and seven loans secured by individual condominium units located in Miami, FL.  The first loan, with a carrying value of $16,238,000, and the condominium loans, with a carrying value of $677,000, were sold for their approximate book values.  As a result, no gain or impairment charge was recognized on these sales.

10

Note 6 - Allowance for Possible Loan Losses

An analysis of the loan loss allowance at June 30, 2010 and June 30, 2009, respectively, is as follows (dollar amounts in thousands):

	Three Months Ended June 30,						Nine Months Ended June 30,
	2010			2009			2010			2009
Balance at beginning of period	$	4,820		$	16,699		$	1,618		$	6,710
Provision for loan loss		-			-			3,165			17,530
Recovery of previously provided allowance		(365	)		-			(365	)		-
Charge-offs		(1,480	)		(9,057	)		(1,480	)		(17,648	)
Recoveries		190			950			227			2,000
Balance at end of period	$	3,165		$	8,592		$	3,165		$	8,592

A loan evaluated for impairment is deemed to be impaired when, based on current information and events, it is probable, in the judgment of management, that the Trust will not be able to collect all amounts due according to the contractual terms of the loan documents. When making this evaluation numerous factors are considered, including, market evaluations of the underlying collateral, estimated operating cash flow from the property during the projected holding period, and estimated sales value computed by applying an estimated capitalization rate to the projected stabilized net operating income of the specific property, less selling costs, discounted at market discount rates. If upon completion of the evaluation, the value of the collateral securing the loan is less than the recorded investment in the loan, an allowance is created with a corresponding charge to expense. The fair values related to the collateral securing impaired loans are based on discounted cash flow models, which are considered to be Level 3 valuations within the fair value hierarchy.

The allowance for possible losses at June 30, 2010, applies to two loans aggregating $26,655,000, both of which are non-earning, and at June 30, 2009, applies to three loans aggregating $28,414,000, all of which were non-earning.

Note 7 - Real Estate Properties

A summary of real estate properties activities for the nine months ended June 30, 2010 is as follows (dollar amounts in thousands):

	September 30, 2009 Balance		Costs Capitalized		Depreciation, Amortization  and Paydowns			Impairment Charges			June 30, 2010 Balance
Retail shopping center	$	3,061	$	-	$	(78	)	$	-		$	2,983
Condominium units/coop shares		528		-		(38	)		(160	)		330
Land		13,205		-		(128	)		(2,465	)		10,612
Commercial (a)		38,750		2,244		(410	)		-			40,584
Total real estate properties	$	55,544	$	2,244	$	(654	)	$	(2,625	)	$	54,509

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Note 7 - Real Estate Properties (Continued)

(a) Represents the real estate assets of RBH-TRB Newark Holdings LLC, a consolidated VIE which is discussed in Note 2 - Basis of Presentation.  These assets are subject to a $27,000,000 blanket mortgage held by the Trust, which is eliminated in consolidation.  Several of the assets are also encumbered by other mortgages which are discussed in Note 12 –Debt Obligations – Mortgages Payable.

The risks associated with our involvement in this VIE have not changed in the nine months ended June 30, 2010.  These risks are fully discussed in the Trust’s Annual Report on Form 10-K for the period ended September 30, 2009.

For the three and nine months ended June 30, 2010 this VIE had revenues of $542,000 and $1,568,000, respectively, and operating expenses of $1,479,000 and $4,157,000, respectively, which includes interest expense paid to the Trust of $454,000 and $1,273,000, respectively, that is eliminated in consolidation.  The Trust made a capital contribution of $1,858,000 to this venture in the three month period ended June 30, 2010, representing its proportionate share of capital required to fund the operations of the venture for its next fiscal year.  The minority partner also made their proportionate share of the capital contribution which totaled $1,846,000.

Note 8 – Impairment Charges

The Trust reviews real estate assets owned, including investments in real estate ventures, to determine whether the carrying amount of the asset can be recovered. Recognition of impairment is required if the undiscounted cash flows estimated to be generated by the assets are less than the assets’ carrying amount. Measurement of impairment is based upon the estimated fair value of the asset. Upon evaluating a property, many factors are considered, including estimated current and expected operating cash flow from the property during the projected holding period, costs necessary to extend the life or improve the asset, expected capitalization rates, projected stabilized net operating income, selling costs, and the ability to hold and dispose of such real estate owned in the ordinary course of business. The fair values are based on discounted cash flow models which are considered to be Level 3 valuations within the fair value hierarchy. Valuation adjustments may be necessary in the event that effective interest rates, rent-up periods, future economic conditions, and other relevant factors vary significantly from those assumed in valuing the property. If future evaluations result in a diminution in the value of the property, the reduction will be recognized as an addition to the valuation allowance.

The Trust recorded impairment charges in the quarter ended June 30, 2010 of $2,625,000 and recorded impairment charges in the nine months ended June 30, 2010, of $3,370,000 of which $2,465,000 relates to an undeveloped parcel of land located in South Daytona, Florida and $740,000 related to a multi-family residential property that was sold in a prior quarter.  The book value of this property approximated the net sales price.

Note 9 – Investment in Unconsolidated Ventures at Equity

The Trust is a partner in three unconsolidated ventures, two of which own and operate properties.   The third venture was engaged in short term lending and has ceased operations.  These three ventures generated $33,000 and $143,000 in equity earnings for the three and nine months ended June 30, 2010.  In the three and nine months ended June 20, 2009 unconsolidated ventures generated $104,000 and $(1,983,000) in equity earnings (loss).  The nine month period ended June 30, 2009 also contains earnings from four unconsolidated joint ventures, which owned four properties located in Connecticut, that were sold in the prior fiscal year.

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Note 10 – Available-For-Sale Securities at Market

At June 30, 2010, the Trust had available for sale securities at market of $7,985,000, which consisted of $4,558,000 of equity securities and $3,427,000 of debt securities.

The cost of our available-for-sale equity securities at June 30, 2010 was $3,937,000.  The fair value of these securities was $4,558,000 at June 30, 2010.  Gross unrealized gains were $855,000 and gross unrealized losses were $234,000 at June 30, 2010.  These amounts are reflected as accumulated other comprehensive income – net unrealized gain on available-for-sale securities in the accompanying consolidated balance sheets.

The Trust’s available-for-sale equity securities were determined to be Level 1 financial assets within the valuation hierarchy established by current accounting guidance, and the valuation is based on current market quotes received from financial sources that trade such securities.

During the nine months ended June 30, 2010, the Trust sold equity securities for $2,425,000.  The basis of these securities was $975,000 and was determined using average cost.  Accordingly, the Trust recognized a gain of $1,450,000 from these sales.

The amortized cost of our available-for-sale debt securities at June 30, 2010 was $2,880,000.  The fair value of these securities was $3,427,000 at June 30, 2010.  Gross unrealized gains were $547,000 at June 30, 2010.  These amounts are reflected as accumulated other comprehensive income – net unrealized gain on available-for-sale securities in the accompanying consolidated balance sheets.

The Trust’s available-for-sale debt securities were determined to be Level 2 financial assets within the valuation hierarchy established by current accounting guidance, and the valuation  is based on market quotes from inactive markets received from financial sources that trade such securities.

During the nine months ended June 30, 2010, the Trust sold a corporate bond for $1,000,000.  The basis of this security was $864,000 and was determined using specific identification.  Accordingly, the Trust recognized a gain of $136,000 on this sale.

Note 11 – Real Estate Properties Held for Sale

A summary of changes in real estate properties held for sale is shown below (dollar amounts in thousands):

	September 30,  2009 Balance		Improvements		Impairment Charges			Sales			June 30, 2010 Balance
Condominium Units	$	5,652	$	63	$	(5	)	$	(5,659	)(a)	$	51
Multi-family		5,899		272		(740	)		(5,431	)(b)(c)		-
Hotel		2,653		32		-			(2,685	)(d)		-
Total	$	14,204	$	367	$	(745	)	$	(13,775	)	$	51

(a) In the quarter ended December 31, 2009, the Trust sold a cooperative apartment unit, located in Manhattan, NY and its remaining condominium units in Miami, FL.  The Trust recognized a gain on these sales of $451,000.

(b) In the quarter ended December 31, 2009, the Trust sold its multi-family apartment complex in Fort Wayne, IN.  The Trust recognized a gain of $812,000 on this sale.

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Note 11 – Real Estate Properties Held for Sale (Continued)

(c) During the quarter ended March 31, 2010, the Trust sold a 250 unit multi-family apartment complex located in the Nashville, TN  area.  The Trust recognized a gain of $14,000 on the sale of this property.  In the quarter ended December 31, 2009, the Trust recorded an impairment charge of $740,000 against this property to adjust the book value to the approximate sales price.

(d) In the quarter ended June 30, 2010, the Trust sold a hotel property located in Fort Wayne, Indiana. The Trust recognized a gain of $572,000 on this sale.

Note 12 – Debt Obligations

Debt obligations consist of the following (dollar amounts in thousands):

	June 30, 2010		September 30, 2009
Junior subordinated notes	$	40,667	$	40,234
Mortgages payable		10,669		9,460
Total debt obligations	$	51,336	$	49,694

Junior Subordinated Notes

At June 30, 2010, the Trust's junior subordinated notes had an outstanding principal balance of $42,400,000 and a book balance of $40,667,000.  The difference of $1,733,000, representing unamortized principal, is being accreted over the remaining term of the securities using the level yield method and will be charged to interest expense.  The remaining unamortized fees, which total $853,000, are being amortized over the remaining term.   Amortization of these fees totaled $9,000 and $22,000 in the three months ended June 30, 2010 and 2009, respectively, and $25,000 and $111,000 in the nine months ended June 30, 2010 and 2009, respectively.

The notes have a fixed rate of interest of 3.5% per annum, to be paid annually in advance through July 31, 2012.   From August 1, 2012 to April 28, 2016, the notes have a blended fixed rate of interest of 8.37%, and commencing on April 29, 2016 until maturity in 2036, the interest rate on the notes will equal LIBOR plus 2.95%.

Mortgages Payable

The Trust has five first mortgages outstanding with an aggregate principal balance at June 30, 2010 of $10,669,000.  One of these mortgages, with an outstanding balance at June 30, 2010 of $2,161,000, secures a long term leasehold position on a shopping center owned by a consolidated joint venture.  The remaining four mortgages, with outstanding balances at June 30, 2010 of $8,508,000, secure individual parcels in Newark, NJ owned by another consolidated joint venture.

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Note 13 – Comprehensive Loss

Comprehensive loss for the three and nine month periods ended June 30, 2010 and 2009, is as follows (dollar amounts in thousands):

	Three Months Ended June 30,						Nine Months Ended June 30,
	2010			2009			2010			2009
Net loss	$	(3,400	)	$	(5,480	)	$	(8,015	)	$	(51,353	)
Other comprehensive (loss) income – Unrealized (loss) gain on available for-sale securities		(274	)		1,233			(1,543	)		(5,766	)
Less: net loss attributable to non controlling interests		429			217			1,166			131
Comprehensive loss attributable to common shareholders	$	(3,245	)	$	(4,030	)	$	(8,392	)	$	(56,988	)

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Note 14 -Segment Reporting

Management has determined that it operates in two reportable segments: (i) a loan and investment segment which includes the origination and servicing of our loan portfolio and investments and (ii) a real estate segment which includes the operation and disposition of our real estate assets.

The following table summarizes our segment reporting for the three and nine months ended June 30, 2010 (dollar amounts in thousands):

	Three Months Ended June 30, 2010									Nine Months Ended June 30, 2010
	Loan and Investment			Real Estate			Total			Loan and Investment			Real Estate			Total
Revenues	$	1,474		$	871		$	2,345		$	3,643		$	2,610		$	6,253
Interest expense		358			169			527			1,043			529			1,572
Provision for loan loss		-			-			-			3,165			-			3,165
Impairment charges		-			2,625			2,625			-			2,625			2,625
Other expenses		1,341			1,643			2,984			3,746			4,802			8,548
Amortization and depreciation		-			231			231			-			664			664
Total expenses		1,699			4,668			6,367			7,954			8,620			16,574
Total revenues less total expenses		(225	)		(3,797	)		(4,022	)		(4,311	)		(6,010	)		(10,321	)
Equity in earnings of unconsolidated ventures		-			33			33			28			115			143
Gain on sale of available-for-sale securities		-			-			-			1,586			-			1,586
Loss from continuing operations		(225	)		(3,764	)		(3,989	)		(2,697	)		(5,895	)		(8,592	)
Discontinued operations:
Loss from operations		-			(54	)		(54	)		-			(596	)		(596	)
Impairment charges		-			-			-			-			(745	)		(745	)
Gain on sale of real estate assets		-			643			643			-			(1,918	)		1,918
Income (loss) from discontinued operations		-			589			589			-			577			577
Net loss		(225	)		(3,175	)		(3,400	)		(2,697	)		(5,318	)		(8,015	)
Less loss attributable to noncontrolling interests		-			429			429			-			1,166			1,166
Net loss attributable to common shareholders	$	(225	)	$	(2,746	)	$	(2,971	)	$	(2,697	)	$	(4,152	)	$	(6,849	)
Segment assets	$	125,689		$	59,063		$	184,752		$	125,689		$	59,063		$	184,752

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Note 14 -Segment Reporting (Continued)

The following table summarizes our segment reporting for the three and nine months ended June 30, 2009 (dollar amounts in thousands):

	Three Months Ended June 30, 2009									Nine Months Ended June 30, 2009
	Loan and Investment			Real  Estate			Total			Loan and Investment			Real  Estate			Total
Revenues	$	1,683		$	377		$	2,060		$	8,958		$	1,083		$	10,041
Interest expense		577			346			923			2,443			1,282			3,725
Provision for loan loss		-			-			-			17,530			-			17,530
Impairment charge		-			122			122			-			1,272			1,272
Other expenses		1,912			1,829			3,741			5,489			3,670			9,159
Amortization and depreciation		-			212			212			-			1,063			1,063
Total expenses		2,489			2,509			4,998			25,462			7,287			32,749
Total revenue less total expenses		(806	)		(2,132	)		(2,938	)		(16,504	)		(6,204	)		(22,708	)
Equity in earnings (loss) of unconsolidated ventures		66			38			104			(2,001	)		18			(1,983	)
Gain on sale of joint venture interests		-			-			-			-			271			271
Gain on sale of available-for-sale securities		92			-			92			92			-			92
Loss from continuing operations		(648	)		(2,094	)		(2,742	)		(18,413	)		(5,915	)		(24,328	)
Discontinued operations:
Loss from operations		-			(535	)		(535	)		-			(1,751	)		(1,751	)
Impairment charges		-			(2,460	)		(2,460	)		-			(25,561	)		(25,561	)
Gain on sale of real estate assets		-			257			257			-			287			287
Loss from discontinued operations		-			(2,738	)		(2,738	)		-			(27,025	)		(27,025	)
Net loss		(648	)		(4,832	)		(5,480	)		(18,413	)		(32,940	)		(51,353	)
Less income attributable to noncontrolling interests		-			217			217			-			131			131
Net loss attributable to common shareholders	$	(648	)	$	(4,615	)	$	(5,263	)	$	(18,413	)	$	(32,809	)	$	(51,222	)
Segment assets	$	123,296		$	73,945		$	197,241		$	123,296		$	73,945		$	197,241

Note 15 – Fair Value of Financial Instruments

Financial Instruments Not Measured at Fair Value

The following methods and assumptions were used to estimate the fair value of each class of financial instruments which are not measured at fair value:

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Note 15 – Fair Value of Financial Instruments (Continued)

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

Real estate loans:  The earning mortgage loans of the Trust which have variable rate provisions, based upon a margin over prime rate, have an estimated fair value which is equal to their carrying value assuming market rates of interest between 11% and 13%.  The earning mortgage loans of the Trust, including purchase money mortgages, which have fixed rate provisions, have an estimated fair value of $43,000 higher than their carrying value assuming market rates of interest between 8.25% and 11%, which reflect institutional lender yield requirements.  For mortgage loans which are impaired, the Trust has valued such loans based upon the estimated fair value of the underlying collateral, as more fully described in note 6.

At June 30, 2010, the estimated fair value of the Trust’s junior subordinated notes is less than their carrying value by approximately $24,322,000, based on an independent third party valuation.

At June 30, 2010, the estimated fair value of the Trust’s mortgages payable is greater than their carrying value by approximately $106,000, assuming market rates of interest between 5.54% and 7.79%.  Market rates were determined using current financing transactions provided by third party institutions.

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

Financial Instruments Measured at Fair Value

The Company accounts for fair value measurements in accordance with current accounting guidance which emphasizes that fair value is a market-based measurement, not an entity-specific measurement. Therefore, a fair value measurement should be determined based on the assumptions that market participants would use in pricing the asset or liability.  As a basis for considering market participant assumptions in fair value measurements, the guidance establishes a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity and the reporting entity’s own assumptions about market participant assumptions.  In accordance with the hierarchy, Level 1 assets/liabilities are valued based on quoted prices for identical instruments in active markets, Level 2 assets/liabilities are valued based on quoted prices in active markets for similar instruments, on quoted prices in less active or inactive markets, or on other “observable” market inputs, and Level 3 assets/liabilities are valued based significantly on “unobservable” market inputs.  The Company does not currently own any financial instruments that are recorded at fair value and classified as Level 3.  At June 30, 2010, information regarding the Trusts financial assets measured at fair value are as follows:

	Carrying and  Fair Value		Maturity  Date		Fair Value Measurements  Using Fair Value Hierarchy
Financial assets:					Level 1		Level 2
Available-for-sale securities:
Corporate equity securities	$	4,558,000		-	$	4,558,000		-
Corporate debt security		986,000	2/15/2037			-		986,000
Corporate debt security		1,043,000	8/1/2015			-		1,043,000
Corporate debt security		1,043,000	6/1/2014			-		1,043,000
Corporate debt security		355,000	1/15/2012			-		355,000

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Note 16 – New Accounting Pronouncements

In December 2007, the Financial Accounting Standards Board (“FASB”) issued updated guidance, which applies to all transactions or events in which an entity obtains control of one or more businesses.  This guidance establishes the acquisition-date fair value as the measurement objective for all assets acquired and liabilities assumed, (ii) requires expensing of most transaction costs, and (iii) requires the acquirer to disclose to investors and other users all of the information needed to evaluate and understand the nature and financial effect of the business combination.  The Trust adopted this guidance on October 1, 2009.  The impact of adopting this guidance on the Trust’s consolidated financial statements is the requirement to expense most transaction costs relating to its future acquisition activities.

In December 2007, the FASB issued updated guidance which requires non-controlling interests in a consolidated subsidiary to be displayed in the statement of financial position as a separate component of equity. Consolidated net income and consolidated comprehensive income shall be adjusted to include the net income attributable to the non controlling interests. The Trust adopted this guidance on October 1, 2009.  The impact of adopting this guidance on the consolidated financial statements is limited to the presentation of non controlling interests and prior period amounts were retrospectively adjusted to  reflect this adoption.

In February 2008, the FASB issued updated guidance which deferred the effective date of previous guidance issued regarding the fair value of non financial assets and liabilities, except for items that are recognized or disclosed at fair value in the financial statements on a recurring basis, until fiscal years beginning after November 15, 2008. The Trust adopted this guidance on October 1, 2009.  As the Trust’s presentation was consistent with this guidance, there has been no impact to the Trust’s consolidated financial statements.

In June 2008, the FASB issued updated guidance which states that unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and shall be included in the computation of earnings per share. The Trust adopted this guidance on October 1, 2009.   As the Trust’s presentation was consistent with this guidance, there has been no impact to the Trust’s consolidated financial statements.

In June 2009, the FASB issued updated guidance to amend various components of the guidance regarding sale accounting related to financial assets, including the recognition of assets obtained and liabilities assumed as a result of a transfer, and considerations of effective control by a transferor over transferred assets.  In addition, this guidance removes the exemption for qualifying special purpose entities from the previous guidance.  This guidance is effective for the first annual reporting period that begins after November 15, 2009, with early adoption prohibited.  While the Trust is currently evaluating the effect of the adoption of this guidance, the Trust believes the adoption will not have a material impact on the consolidated financial statements.

In June 2009, the FASB issued updated guidance, which amends guidance for determining whether an entity is a variable interest entity, or VIE, and requires the performance of a qualitative rather than a quantitative analysis to determine the primary beneficiary of a VIE.  Under this guidance, an entity would be required to consolidate a VIE if it has (i) the power to direct the activities that most significantly impact the entity’s economic performance and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could be significant to the VIE. This guidance is effective for the first annual reporting period that begins after November 15, 2009, with early adoption prohibited.  The Trust is currently evaluating the effect of adopting this guidance.

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Note 16 – New Accounting Pronouncements (Continued)

In January 2010 the FASB issued Accounting Standards Update 2010-06, Fair Value Measurements and Disclosures, (Topic 820): Improving Disclosures about Fair Value Measurements (“ASU 2010-06”).  ASU 2010-06 requires a number of additional disclosures regarding fair value measurements, including the amount of transfers between Level 1 and 2 of the fair value hierarchy, the reasons for transfers in or out of Level 3 of the fair value hierarchy and activity for recurring Level 3 measures.  In addition, the amendments clarify certain existing disclosure requirements related to the level at which fair value disclosures should be disaggregated and the requirement to provide disclosures about the valuation techniques and inputs used in determining the fair value of assets or liabilities classified as Level 2 or 3. ASU 2010-06 was effective January 1, 2010, except for the disclosures about purchases, sales, issuances and settlements in the roll forward of activity in Level 3 fair value measurements.  Those disclosures are effective for the Trust on January 1, 2011 and early adoption is permitted.  There were no transfers between Level 1 and 2 of the fair value hierarchy during the six months ended June 30, 2010.  The adoption did not have a material effect on the Company’s consolidated financial condition, results of operations, or cash flows.  See Note 15 for the related disclosures

Note 17 – Subsequent Events

On August 3, 2010 a purchase money mortgage loan with an outstanding principal balance of $9,975,000 at June 30, 2010 was paid off.  There are no other significant events, relative to our consolidated financial statements as of June 30, 2010 that warrant additional disclosure.

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

Forward-Looking Statements

With the exception of historical information, this report on Form 10-Q contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended.  We intend such forward-looking statements to be covered by the safe harbor provision for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and include this statement for purposes of complying with these safe harbor provisions.  Forward-looking statements, which are based on certain assumptions and describe our future plans, strategies and expectations, are generally identifiable by use of the words "may", "will", "believe", "expect", "intend", "anticipate", "estimate", "project", or similar expressions or variations thereof.  Forward-looking statements involve known and unknown risks, uncertainties and other factors which are, in some cases, beyond our control and which could materially affect actual results, performance or achievements.  Investors are encouraged to review the risk factors included in our Annual Report on Form 10-K for the year ended September 30, 2009 for a discussion of the factors which may cause actual results to differ materially from current expectations and are cautioned not to place undue reliance on any forward-looking statements.

Overview

We are real estate investment trust, also known as a REIT.  Our primary business is to originate and hold for investment short-term, senior mortgage loans secured by commercial and multi-family real estate property in the United States.  The recent economic recession and the crisis in the credit and real estate markets resulted in a large percentage of our borrowers defaulting on their monetary obligations to us and caused us to refocus our activities away from our primary business and instead to focus on servicing our loan portfolio and workout activities, including pursuing foreclosure actions, acquiring the underlying properties in foreclosure proceedings, supervising real estate assets and selling such real estate assets.  Through these servicing and workout activities for more than two plus years, we have resolved a significant portion of the problems that faced us with respect to our loan portfolio, and although we continue to give focused attention to our remaining troubled loans and assets, we have generated sufficient cash and saleable assets to be able to refocus our attention on our primary lending business.

As a result of our servicing and workout activities and the resumption of origination activities, at June 30, 2010:

· we have cash and cash equivalents and available-for-sale securities totaling $58,238,000;

· we originated $14,747,000 of mortgage loans in the first nine months of the 2010 fiscal year;

· our performing loan portfolio which includes purchase money mortgages issued to facilitate the sale of properties acquired in the foreclosure proceedings, totaled $33,114,000; and

· we own $51,526,000 of real estate assets acquired in foreclosure proceedings, which includes $40,583,000 of real estate assets owned by a joint venture in which we have a 50.1% interest.

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The environment for conventional lending, particularly mortgage lending secured by commercial real property, has been and continues to be extremely difficult.  The major result of the lack of liquidity in the real estate markets has been a lack of real estate transactions and real estate development.  A vibrant and active real estate market is a highly beneficial to our primary lending business and until we see more active conventional mortgage lending and a resulting increase in transactions and development activities, short-term bridge lending may continue to be challenging.  We continue to actively pursue lending opportunities, but until additional credit is made available to the real estate industry by institutional lenders, our origination activity may be adversely affected and our revenues and net income limited.

Liquidity and Capital Resources

Liquidity is a measurement of our ability to meet cash requirements, including our ability to fund loan originations, pay operating expenses including expenses related to real estate owned, repay borrowings, and other general business needs.  Our current capital sources primarily consist of cash on hand and marketable securities.  Our total available liquidity at June 30, 2010 was approximately $58,238,000, including $50,253,000 of cash on hand and our total available liquidity at August 4, 2010 was approximately $69,347,000.

We have sufficient liquidity to meet our operating expenses for the next 12 months, including real estate operating expenses related to real estate acquired by us in foreclosure proceedings.  We also have funds available to engage in our primary lending business.  Our ability to originate loans is currently limited by our current cash on hand, available for sale securities and the proceeds, if any, from the sale of real estate assets and paydowns of outstanding loans.

Cash Distribution Policy

The Board of Trustees reviews the dividend policy at each quarterly board meeting.  The Trust will report a tax loss for the year ended December 31, 2009 and has net operating loss carry forwards from the prior year to offset future income.  It is anticipated that we will not pay any dividend in 2010 and for several years thereafter.

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Results of Operations

Interest on Real Estate Loans - Interest on loans decreased by $694,000, or 54%, to $592,000 for the three months ended June 30, 2010 from $1,286,000 for the three months ended June 30, 2009.  The average balance of earning loans outstanding decreased by approximately $31 million, accounting for the decrease in interest income of $899,000.  This decrease is due to reduced originations combined with payoffs, foreclosures and an increase in non-performing loans.  Offsetting this decrease was the receipt of $144,000 of interest income in the current quarter on a non-performing loan. The interest rate earned on the performing loan portfolio increased 56 basis points to 11.62% accounting for the remaining change of $61,000.

Interest on loans decreased by $5,840,000, or 77%, to $1,751,000 for the nine months ended June 30, 2010 from $7,591,000 for the nine months ended June 30, 2009.  The average balance of earning loans outstanding decreased by approximately $67 million, accounting for a decrease in interest income of $6,140,000.  This decrease is due to reduced originations combined with payoffs, foreclosures and an increase in non-performing loans.  The interest rate earned on the performing portfolio decreased 88 basis points to 12.08% accounting for a decrease of $481,000.  Offsetting this decrease was the receipt of $781,000 of interest income in the nine month period ended June 30, 2010 on non-performing and previously paid off loans.

Interest on Purchase Money Mortgage Loans - Interest on purchase money mortgage loans increased $317,000 for the three months ended June 30, 2010 from $27,000 in the three month period ended June 30, 2009 and increased $1,002,000 for the nine months ended June 30, 2010 from $27,000 in the nine month period ended June 30, 2009.  We did not begin to originate loans to facilitate the sale of real estate until the second half of the fiscal year ending September 30, 2009.

Loan Fee Income - Loan fee income decreased by $148,000, or 76%, to $48,000 for the three months ended June 30, 2010 from $196,000 for the three months ended June 30, 2009 and decreased by $640,000, or 80% to $163,000 for the nine months ended June 30, 2010 from $803,000 for the nine months ended June 30, 2009.  The decrease in both the three and nine month periods is a result of a decline in loan originations over the past several quarters.

Rental Revenues from Real Estate Properties - Rental revenues from real estate properties increased by $494,000, or 131%, for the three month period ended June 30, 2010, to $871,000 from $377,000 for the three month period ended June 30, 2009 and increased by $1,527,000, or 141%, for the nine month period ended June 30, 2010 to $2,610,000 from $1,083,000 for the nine month period ended June 30, 2009.  The increase in both the three and nine month periods was primarily the result of rental revenues received from the properties owned by our Newark Joint Venture.  The Trust entered into this joint venture in June 2009.

Recovery of previously provided allowances –In the three and nine month period ended June 30, 2010, the Trust recognized $365,000 in recoveries of previously provided loan loss allowances from two loans that were previously impaired and were paid off or foreclosed.  There was no comparable revenue item in the three or nine month periods ended June 30, 2009.

Other - -  Primarily Investment Income -  Other, primarily investment income declined by $49,000, or 28%, to $125,000 for the three months ended June 30, 2010 from $174,000 for the three months ended June 30, 2009 and by $202,000, or 38%, to $335,000 for the nine months ended June 30, 2010 from $537,000 for the nine months ended June 30, 2009.  The decline in both the three and nine month periods was primarily due to reduced dividend income resulting from the sale of shares of Entertainment Properties Trust in the prior and current fiscal years.

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Interest on Borrowed Funds - Interest on borrowed funds decreased to $527,000 for the three months ended June 30, 2010, from $923,000 for the three months ended June 30, 2009, a decline of $396,000, or 43%.  The average outstanding balance of our junior subordinated notes declined from $55.6 million for the three months ended June 30, 2009 to $40.6 million, the result of our partial retirement of notes in September 2009. The retirement of these notes accounted for a decrease in interest expense of $197,000.  The restructuring of the notes in June 2009, which included a reduction in the interest rate through July 31, 2012, also resulted in a decrease in interest expense of $154,000.  Interest expense from our credit facility declined $40,000 as our credit facility was terminated in June 2009.

Interest on borrowed funds decreased to $1,572,000 for the nine months ended June 30, 2010, from $3,725,000 for the nine months ended June 30, 2009, a decline of $2,153,000, or 58%.  The average outstanding balance of our junior subordinated notes declined from $56.3 million for the nine months ended June 30, 2009 to $40.4 million, the result of our partial retirement of notes. The retirement of these notes accounted for a decrease in interest expense of $590,000.  The restructuring of the notes resulted in a decrease of interest expense of $1,106,000.  Interest expense from our credit facility declined $148,000 as our credit facility was terminated in the prior fiscal year.  The remaining decline of $309,000 is the result of a reduction in amortization of deferred borrowing costs resulting from the termination of our credit facility.

Advisor’s Fee - The advisor’s fee, which is calculated based on invested assets, decreased by $90,000, or  31%, for the three months ended June 30, 2010 to $199,000 from $289,000 for the three months ended June 30, 2009 and decreased by $345,000, or 37%, for the nine months ended June 30, 2010 to $596,000 from $941,000 for the nine months ended June 30, 2009.  For both the three and nine month periods ending June 30, 2010, the decline is due to a decreased level of invested assets, primarily loans and real estate.

Provision for Loan Losses –For the nine months ended June 30, 2010, the Trust recorded $3,165,000 in provision for loan losses.  The provision was taken against two loans with an aggregate outstanding balance of $26,655,000.  In the nine month period ended June 30, 2009, the Trust recorded $17,530,000 of loan loss provision.  The provision was taken against 22 loans with an outstanding balance of $65,771,000.

Impairment charges – For the three and nine month periods ended June 30, 2010, the Trust recorded $2,625,000 of impairment charges.  These impairments were taken against two properties, of which $2,465,000 relates to a parcel of land located in South Daytona Beach, FL.  In the three and nine month period ended June 30, 2009, the Trust recorded impairment charges of $122,000 and $1,272,000, respectively, against one property in our real estate portfolio.

Foreclosure Related Professional Fees - Foreclosure related professional fees increased to $141,000 for the three months ended June 30, 2010 from $97,000 for the three months ended June 30, 2009, an increase of $44,000, or 45%. In the three month period ended June 30, 2010, the Trust incurred increased fees in connection with two pending foreclosure actions.  Foreclosure related professional fees decreased to $310,000 for the nine months ended June 30, 2010 from $687,000 for the nine months ended June 30, 2009, a decrease of $377,000, or 55%.  The decline in the nine month period is the result of a decrease in foreclosure actions and workout activity as many of the foreclosure actions pending in the prior fiscal year have been concluded and foreclosure actions are at a reduced level.

Debt Restructuring Expense - Debt restructuring charges of $685,000 were recorded in both the three and nine month periods ended June 30, 2009.  These charges include legal expenses and third party costs in connection with restructuring the trust preferred securities.  There was no comparable expense in the three or nine month periods ended June 30, 2010.

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General and Administrative Expense - General and administrative expenses declined $363,000, or 19%, from $1,928,000 for the three months ended June 30, 2009 to $1,565,000 for the three months ended June 30, 2010, and declined $755,000, or 14%, from $5,336,000 for the nine months ended June 30, 2009 to $4,581,000 for the nine months ended June 30, 2010. The decline in both the three and nine month periods was primarily due to a reduction in professional fees.  In the three and nine month periods ended June 30, 2009, the Trust incurred $325,000 of professional fees in connection with the workout and the resulting joint venture agreement that was entered into in June 2009 with respect to the Newark NJ properties.  There was no comparable expense in the current three month period.  In the nine month period ended June 30, 2010, there was also a decline in payroll related expenses the result of reduced bonus payments and a decline in allocated payroll due to a reduction in our level of workout and foreclosure activity.

Operating Expenses Relating to Real Estate Properties- Operating expenses relating to real estate properties increased $337,000, or 45%, from $742,000 for the three month period ended June 30, 2009 to $1,079,000 for the three month period ended June 30, 2010 and increased $1,551,000, or 103%, from $1,510,000 for the nine month period ended June 30, 2009 to $3,061,000 for the nine month period ended June 30, 2010.  The increase in both the three and nine month periods is primarily the result of operating expenses at the properties owned by our Newark Joint Venture.  The Trust entered into the Newark Joint Venture in June 2009.

Equity in earnings (loss) of unconsolidated ventures- Equity in earnings (loss) of unconsolidated ventures decreased $71,000 from $104,000 for the three months ended June 30, 2009 to $33,000 for the three months ended June 30, 2010.  For the three month period, the decrease is the result of our joint venture with the CIT group ceasing operations in November 2009.  For the nine month period this category increased by $2,126,000, from a loss of $(1,983,000) for the nine months ended June 30, 2009, to income of $143,000 for the nine months ended June 30, 2010.  The increase for the nine month period is due to a loss recorded in the nine months ended June 30, 2009 by our joint venture with the CIT group as a result of a loan loss provision taken to reflect a decrease in the value of the real estate underlying a non performing loan. There is no comparable expense in the current nine month period as the joint venture ceased operations in November 2009.

Gain on the sale of joint venture interests- Gain on the sale of joint venture interests decreased $271,000 in the three and nine month periods ended June 30, 2010.  The decrease is attributable to a $271,000 gain from the sale of our interests in four of our Connecticut joint venture properties in the three and nine month periods ended June 30, 2009.

Gain on the Sale of Available-for-Sale Securities - In the nine months ended June 30, 2010, the Trust sold securities with a cost basis of $1,839,000 for a total of $3,425,000 recognizing a gain of $1,586,000.  In the three and nine month period ended June 30, 2009, the Trust sold securities with a cost basis of $158,000 for a total of $250,000, recognizing a gain of $92,000.

Income (loss) fromDiscontinued Operations - Discontinued operations represent the income or loss from operations, impairment charges and gains from the sale of properties either sold or held for sale during the applicable fiscal period.  Discontinued operations increased $3,327,000 from a loss of $2,738,000 in the three months ended June 30, 2009 to income of $589,000 in the three months ended June 30, 2010.  This increase is primarily attributable to the Trust not having to take any impairment charges in the current three month period.  The Trust recorded $2,460,000 of impairment charges in the three month period ended June 30, 2009.  Also contributing to this increase is a $481,000 reduction in the loss from operations.  This is the result of the sale of properties that were previously classified as held for sale.

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Income from discontinued operations increased $27,602,000 from a loss of $27,025,000 for the nine months ended June 30, 2009 to income of $577,000 in the nine months ended June 30, 2010.  This increase is primarily due to a $24,816,000 decline in impairment charges.  The Trust recorded $745,000 of impairment charges in the nine month period ended June 30, 2010 and $25,561,000 of impairment charges in the nine month period ended June 30, 2009.  Also attributing to this increase was a reduction in the loss from operations of $1,155,000 and an increase in gains on the sales of properties which were previously held for sale.

Net loss (income) attributable to noncontrolling interests - The increase of $212,000 in the quarter ended June 30, 2010, and the increase of $1,035,000 in the nine months ended June 30, 2010, primarily  represents the change in our minority partner’s equity interest of the current quarter’s operating loss of the Newark Joint Venture.

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Item 3.  Quantitative and Qualitative Disclosures About Market Risks

Our primary component of market risk is the interest rate sensitivity of our loan portfolio.  Our interest income and our interest expense is subject to changes in interest rates.  We seek to minimize these risks by originating loans that are indexed to the prime rate, with a stated minimum interest rate.  Due to the current economic crisis, a large portion of the Trust loans are now fixed rate, and are not sensitive to changes in interest rates.  At June 30, 2010, approximately 33% of our loan portfolio was variable rate based primarily on the prime rate.   Accordingly, changes in the prime interest rate would have an effect on our net interest income.  When determining interest rate sensitivity, we assume that any change in interest rates is immediate and that the interest rate sensitive assets and liabilities existing at the beginning of the period remain constant over the period being measured.  We assessed the market risk for our variable rate mortgage receivables and believe that a one percent increase in interest rates would have a positive annual effect of approximately $103,000 on income before taxes and a one percent decline in interest rates would have no annual effect on income before taxes.  In addition, we originate loans with short maturities and maintain a strong capital position.  At June 30, 2010, our loan portfolio was primarily secured by properties located in the New York Metropolitan area, and we are therefore subject to risks associated with the New York economy.

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Item 4.  Controls and Procedures

As required under Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, we carried out an evaluation under the supervision and with the participation of our management, including our Chief Executive Officer, Senior Vice President-Finance and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2010.  Based upon that evaluation, the Chief Executive Officer, Senior Vice President-Finance and Chief Financial Officer concluded that our disclosure controls and procedures as of June 30, 2010 are effective.

There have been no changes in our internal control over financial reporting during the quarter ended June 30, 2010 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting or in other factors that could significantly affect these controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Part II

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

On March 10, 2008, our board of trustees authorized a program for us to repurchase up to 1,000,000 of our common shares in the open market from time to time. Set forth below is a table which provides the purchases we made in the quarter ended June 30, 2010:

Issuer Purchases of Equity Securities

Period	Total Number of Shares (or Units Purchased)		Average Price Paid per Share (orUnit)		Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs		Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs
April 1, 2010 – April 30, 2010		-		-		-	653,674 shares
May 1, 2010 – May 31, 2010		-		-		-	653,674 shares
June 1, 2010 – June 30, 2010		29,431	$	5.67		29,431	624,243 shares
Total		29,431	$	5.67		29,431

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Item 6.  Exhibits

Exhibit 31.1   Certification of President and Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 31.2   Certification of Senior Vice President-Finance pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 31.3   Certification of Vice President and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 32.1   Certification of President and Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Exhibit 32.2   Certification of Senior Vice President-Finance pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Exhibit 32.3   Certification of Vice President and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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SIGNATURES

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

	BRT REALTY TRUST
	(Registrant)
August 6, 2010		/s/ Jeffrey A. Gould
Date		Jeffrey A. Gould, President and
		Chief Executive Officer
		(principal executive officer)
August 6, 2010		/s/ George Zweier
Date		George Zweier, Vice President
		and Chief Financial Officer
		(principal accounting officer)

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