Form 8-K BRT Apartments Corp. For: Feb 07
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 7 , 2019
BRT APARTMENTS CORP.
(Exact name of Registrant as specified in charter)
| Maryland | 001-07172 | 13-2755856 | ||||||||||||
| (State or other jurisdiction of incorporation) | (Commission file No.) | (IRS Employer I.D. No.) | ||||||||||||
60 Cutter Mill Road, Suite 303, Great Neck, New York 11021
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code 516-466-3100
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405) of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
o 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. o
Item 2.02 and Item 7.01. Results of Operations and Financial Condition; Regulation FD Disclosure.
On February 7, 2019, we issued a press release announcing our results of operations for the three months ended December 31, 2018. The press release refers to certain supplemental financial information available on our website. The press release and the supplemental financial information are furnished as Exhibit 99.1 and Exhibit 99.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference. The information in this Item 2.02 and 7.01, including the information included in Exhibits 99.1 and 99.2, shall not be deemed to be “filed” for purposes of the Securities Exchange Act of 1934, as amended, which we refer to as the Exchange Act, and shall not be incorporated by reference into any registration statement or other document filed under the Exchange Act or the Securities Act of 1933, as amended, which we refer to as the 33 Act, except as shall be expressly set forth by specific reference in such filing.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On February 7, 2019, our Board of Directors approved a change in our fiscal year from September 30 to December 31. As a result of this change, the Company will file a transition report on Form 10-Q for the three-months ended December 31, 2018.
A copy of the press release announcing the change in fiscal year end is attached as Exhibit 99.1 to this Current Report on Form 8-K. The press release shall not be deemed “filed” for purposes of the Exchange Act nor shall it be deemed incorporated by reference in any filing under the 33 Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits relating to Items 2.02 and 7.01 of this Current Report on Form 8-K are intended to be furnished to, not filed with, the SEC.
| Exhibit No. | Description | |||||||
| Press release dated February 7, 2019. | ||||||||
| Supplemental Financial Information. | ||||||||
SIGNATURE
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 hereunto duly authorized.
| BRT APARTMENTS CORP. | ||||||||
| February 7, 2019 | /s/ George Zweier | |||||||
| George Zweier, Vice President | ||||||||
| and Chief Financial Officer | ||||||||
BRT APARTMENTS CORP. REPORTS
FOR QUARTER ENDED DECEMBER 31, 2018
Grew Rental Revenue 10.6% for the Quarter Ended December 31, 2018
Great Neck, New York – February 7, 2019 - BRT APARTMENTS CORP. (NYSE:BRT), a growing multi-family real estate investment trust with properties located primarily in the Southeast United States and Texas today announced operating results for the three months ended December 31, 2018.
Jeffrey A. Gould, President and Chief Executive Officer, stated: “During the quarter, BRT acquired a 266-unit value-add opportunity in the growing South Carolina market and completed two opportunistic asset sales generating annual internal rates of return for BRT ranging from 15.9 percent to 20.0 percent. Management remains focused on growing the Company in markets with strong underlying fundamentals complemented by diverse and growing local economies. We remain selective in our deployment of capital and our acquisition process to ensure that the Company is well-positioned for the long-term.”
Financial Results:
Net income attributable to common stockholders was $8.1 million, or $0.51 per diluted share, for the current three months, compared to net income of $6.4 million, or $0.45 per diluted share, for the three months ended December 31, 2017. The quarters ended December 31, 2018 and 2017 include $0.72 and $0.70, respectively, of net income per fully diluted share from gains on property sales, after giving effect to $0.50 and $0.18, per fully diluted share, respectively, of non-controlling interests. The current quarter also includes $0.08 of net income per fully diluted share from gain on insurance recoveries, after giving effect to $0.02 per fully diluted share of non-controlling interests.
Funds from Operations[1], or FFO, for the current quarter grew 25.0% to $0.25 per fully diluted share, from $0.20 per fully diluted share in the three months ended December 31, 2017. FFO for the current quarter was $4.2 million compared to $3.0 million in the corresponding period of the prior year. FFO for the current quarter includes gain on insurance recoveries of $1.2 million, or $.08 per fully diluted share, after giving effect to $352,000, or $0.02 per fully diluted share, respectively, of non-controlling interests. There was no corresponding gain in the 2017 quarter. Adjusted Funds from Operations, or AFFO, for the current quarter was $0.22 per fully diluted share, compared to $0.26 per fully diluted share in the corresponding prior year period. AFFO for the current quarter was $3.6 million compared to $3.8 million in the corresponding 2017 quarter.
Diluted per share net income, FFO and AFFO were impacted during the quarter ended December 31, 2018 by the approximate 1.7 million increase in the weighted average number of shares of common stock since October 1, 2017 due primarily to stock issuances pursuant to the Company’s at-the-market offering program.
Operating Results:
As of February 7, 2019, BRT owns 35 multi-family properties with 9,696 units (including 402 units at a property under development), and interests in three unconsolidated multi-family joint ventures with 687 units (including 339 units in lease-up).
During the current quarter, weighted average total occupancy at same store properties was approximately 93.0%, compared to approximately 93.7% during the corresponding 2017 quarter. Weighted average rental rate per occupied unit at same store properties during the current quarter was $1,005 per month compared to $973 per month during the corresponding 2017 quarter. Same store properties include all our consolidated properties acquired before October 1, 2017, other than those in lease-up or development, and a Katy, Texas property that was damaged by Hurricane Harvey.
Rental and other revenues from real estate properties for the current three months increased 10.6% to $31.2 million from $28.2 million for the quarter ended December 31, 2017 due primarily to the net impact of acquisitions and dispositions since October 1, 2017.
Total expenses for the quarter ended December 31, 2018 increased to $36.8 million from $32.3 million for the quarter ended December 31, 2017 due primarily to the net impact of acquisitions and dispositions since October 1, 2017.
Portfolio Activity:
During the current quarter, BRT acquired a multi-family property with 266 units for a purchase price of $37.8 million, including $26.4 million of mortgage debt. BRT also sold two properties for an aggregate sales price of $92.9 million and its share of the gain, net of non-controlling interests of $8.0 million, was $11.5 million.
Balance Sheet:
At December 31, 2018, BRT had $32.4 million of cash and cash equivalents, total assets of $1.1 billion, total debt of $808.9 million, and total stockholders’ equity of $198.8 million. At February 1, 2019, BRT had $29.3 million of cash and cash equivalents.
Change in Fiscal Year:
On February 7, 2019, the Board of Directors of the Company authorized a change in the Company’s fiscal year end from September 30 to December 31. The change is intended to better align the Company’s fiscal year with the fiscal year of other multi-family REITs. As a result of the change in fiscal year, the Company’s 2019 fiscal year began on January 1, 2019 and will end on December 31, 2019 and the next periodic report to be filed by the Company will be a Quarterly Report on Form 10-Q for the period ending March 31, 2019, which will be filed in May 2019.
Supplemental Financial Information:
In an effort to enhance its financial disclosures to investors, BRT has posted a supplemental financial information report which can be accessed on the Company’s website at www.brtapartments.com under the caption “Investor Relations - Financial Statements and SEC Filings.”
Non-GAAP Financial Measures:
BRT discloses FFO and AFFO because it believes that such metrics are widely recognized and appropriate measure of the performance of an equity REIT.
BRT computes FFO in accordance with the "White Paper on Funds from Operations" issued by the National Association of Real Estate Investment Trusts ("NAREIT") and NAREIT's related guidance. FFO is defined in the White Paper as net income (loss) (computed in accordance with generally accepting accounting principles), excluding gains (or losses) from sales of property, plus depreciation and amortization, plus impairment write-downs of depreciable real estate and after adjustments for unconsolidated partnerships and joint ventures. Adjustments for unconsolidated partnerships and joint ventures will be calculated to reflect funds from operations on the same basis. In computing FFO, BRT does not add back to net income the amortization of costs in connection with its financing activities or depreciation of non-real estate assets. BRT computes AFFO by adjusting FFO for loss on extinguishment of debt; straight-line rent accruals; restricted stock and restricted stock unit expense and deferred mortgage costs (including its share of its unconsolidated joint ventures) and gain on insurance
recovery. Since the NAREIT White Paper only provides guidelines for computing FFO, the computation of AFFO may vary from one REIT to another.
BRT believes that FFO and AFFO are useful and standard supplemental measures of the operating performance for equity REITs and are used frequently by securities analysts, investors and other interested parties in evaluating equity REITs, many of which present FFO and AFFO when reporting their operating results. FFO and AFFO are intended to exclude GAAP historical cost depreciation and amortization of real estate assets, which assures that the value of real estate assets diminish predictability over time. In fact, real estate values have historically risen and fallen with market conditions. As a result, BRT believes that FFO and AFFO provide a performance measure that when compared year over year, should reflect the impact to operations from trends in occupancy rates, rental rates, operating costs, interest costs and other matters without the inclusion of depreciation and amortization, providing a perspective that may not be necessarily apparent from net income. BRT also considers FFO and AFFO to be useful in evaluating potential property acquisitions.
FFO and AFFO do not represent net income or cash flows from operations as defined by GAAP. FFO and AFFO should not be considered to be an alternative to net income as a reliable measure of our operating performance; nor should FFO and AFFO be considered an alternative to cash flows from operating, investing or financing activities (as defined by GAAP) as measures of liquidity.
Forward Looking Information:
Certain information contained herein is forward looking within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding the apparent improvement in the economic environment and BRT’s ability to originate additional loans. BRT intends such forward looking statements to be covered by the safe harbor provisions for forward looking statements contained in the Private Securities Litigation Reform Act of 1995 and includes 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,” “apparent,” “experiencing” or similar expressions or variations thereof. Forward looking statements, including statements with respect to BRT’s multi-family property acquisition and ownership activities, involve known and unknown risks, uncertainties and other factors, which, in some cases, are beyond BRT’s control and could materially affect actual results, performance or achievements. Investors are cautioned not to place undue reliance on any forward-looking statements and to carefully review the section entitled “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended September 30, 2018 and in the Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed thereafter.
Additional Information:
BRT is a real estate investment trust that owns, operates and develops multi-family properties. Interested parties are urged to review the Form 10-Q filed with the Securities and Exchange Commission for the quarter ended December 31, 2018 and the supplemental disclosures regarding the quarter on the investor relations section of the Company’s website at: http://brtapartments.com/investor_relations for further details. The Transition Report on Form 10-Q can also be linked through the “Investor Relations” section of BRT’s website. For additional information on BRT’s operations, activities and properties, please visit its website at www.brtapartments.com.
Contact: Investor Relations - (516) 466-3100
BRT APARTMENTS CORP.
60 Cutter Mill Road
Suite 303
Great Neck, New York 11021
Telephone (516) 466-3100
Telecopier (516) 466-3132
www.BRTapartments.com
[1] A description and reconciliation of non-GAAP financial measures to GAAP financial measures is presented later in this release.
BRT APARTMENTS CORP. AND SUBSIDIARIES
CONDENSED BALANCE SHEETS
(Dollars in thousands)
| December 31, 2018 (Unaudited) | September 30, 2018 | ||||||||||
| ASSETS | |||||||||||
| Real estate properties, net of accumulated depreciation | $ | 1,029,239 | $ | 1,020,874 | |||||||
| Real estate loan | 4,750 | 4,900 | |||||||||
| Cash and cash equivalents | 32,428 | 27,360 | |||||||||
| Restricted cash | 8,180 | 6,686 | |||||||||
| Deposits and escrows | 21,268 | 24,458 | |||||||||
| Investments in unconsolidated joint ventures | 19,758 | 20,078 | |||||||||
| Other assets | 8,084 | 10,080 | |||||||||
| Real estate property held for sale | — | 38,928 | |||||||||
| Real estate loan | $ | 1,123,707 | $ | 1,153,364 | |||||||
| LIABILITIES AND EQUITY | |||||||||||
| Mortgages payable, net of deferred costs | $ | 771,817 | $ | 792,432 | |||||||
| Junior subordinated notes, net of deferred costs | 37,043 | 37,038 | |||||||||
| Accounts payable and accrued liabilities | 24,487 | 27,409 | |||||||||
| Total Liabilities | 833,347 | 856,879 | |||||||||
| Total BRT Apartments Corp. stockholders’ equity | 198,775 | 197,987 | |||||||||
| Non-controlling interests | 91,585 | 98,498 | |||||||||
| Total Equity | 290,360 | 296,485 | |||||||||
| Total Liabilities and Equity | $ | 1,123,707 | $ | 1,153,364 | |||||||
BRT APARTMENTS CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands, except per share data)
| Three Months Ended December 31, | |||||||||||
| 2018 | 2017 | ||||||||||
Revenues: | |||||||||||
| Rental and other revenues from real estate properties | $ | 31,216 | $ | 28,162 | |||||||
| Other income | 223 | 187 | |||||||||
| Total revenues | 31,439 | 28,349 | |||||||||
| Expenses: | |||||||||||
| Real estate operating expenses | 15,224 | 13,347 | |||||||||
| Interest expense | 8,946 | 7,980 | |||||||||
| General and administrative | 2,476 | 2,303 | |||||||||
| Depreciation | 10,192 | 8,648 | |||||||||
| Total expenses | 36,838 | 32,278 | |||||||||
| Total revenue less total expenses | (5,399) | (3,929) | |||||||||
| Equity in loss of unconsolidated joint ventures | (125) | (25) | |||||||||
| Gain on sale of real estate | 19,514 | 12,519 | |||||||||
| Gain on insurance recovery | 1,585 | — | |||||||||
| Loss on extinguishment of debt | (207) | (257) | |||||||||
| Income from continuing operations | 15,368 | 8,308 | |||||||||
| Income tax provision | 58 | 106 | |||||||||
| Net income from continuing operations, net of taxes | 15,310 | 8,202 | |||||||||
| Net income attributable to non-controlling interests | (7,237) | (1851) | |||||||||
| Net income attributable to common stockholders | $ | 8,073 | $ | 6,351 | |||||||
| Per share amounts attributable to common stockholders: | |||||||||||
| Basic | $ | 0.51 | $ | 0.45 | |||||||
| Diluted | $ | 0.51 | $ | 0.45 | |||||||
| Funds from operations - Note 1 | $ | 4,209 | $ | 3,039 | |||||||
| Funds from operations per common share - diluted - Note 2 | $ | 0.26 | $ | 0.20 | |||||||
| Adjusted funds from operations - Note 1 | $ | 3,563 | $ | 3,833 | |||||||
| Adjusted funds from operations per common share - diluted -Note 2 | $ | 0.22 | $ | 0.26 | |||||||
| Weighted average number of shares of common stock outstanding: | |||||||||||
| Basic | 15,744,233 | 14,022,438 | |||||||||
| Diluted | 15,944,233 | 14,222,438 | |||||||||
BRT APARTMENTS CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands, except per share data)
| Three Months Ended December 31, | ||||||||||||||
| 2018 | 2017 | |||||||||||||
| Note 1: | ||||||||||||||
| Funds from operations is summarized in the following table: | ||||||||||||||
| GAAP Net income attributable to common stockholders | $ | 8,073 | $ | 6,351 | ||||||||||
| Add: depreciation of properties | 10,192 | 8,648 | ||||||||||||
| Add: our share of depreciation in unconsolidated joint ventures | 468 | 369 | ||||||||||||
| Deduct: gain on sale of real estate | (19,514) | (12,519) | ||||||||||||
| Adjustments for non-controlling interests | 4,990 | 190 | ||||||||||||
| NAREIT Funds from operations attributable to common stockholders | 4,209 | 3,039 | ||||||||||||
| Adjustments for: straight-line rent accruals | (10) | (10) | ||||||||||||
| Add: loss on extinguishment of debt | 207 | 257 | ||||||||||||
| Add: amortization of restricted stock and restricted stock units | 324 | 315 | ||||||||||||
| Add: amortization of deferred mortgage costs | 177 | 359 | ||||||||||||
| Deduct gain on insurance recovery | (1,585) | — | ||||||||||||
| Adjustments for non-controlling interests | 241 | $ | (127) | |||||||||||
| Adjusted funds from operations attributable to common stockholders | $ | 3,563 | $ | 3,833 | ||||||||||
| Note 2: | ||||||||||||||
| GAAP Net (loss) income attributable to common stockholders | $ | 0.51 | $ | 0.45 | ||||||||||
| Add: depreciation of properties | 0.63 | 0.59 | ||||||||||||
| Add: our share of depreciation in unconsolidated joint ventures | 0.03 | 0.02 | ||||||||||||
| Deduct: gain on sale of real estate | (1.22) | (0.88) | ||||||||||||
| Adjustment for non-controlling interests | 0.31 | 0.02 | ||||||||||||
| NAREIT Funds from operations per common stock basic and diluted | 0.26 | 0.20 | ||||||||||||
| Adjustments for: straight line rent accruals | — | — | ||||||||||||
| Add: loss on extinguishment of debt | 0.01 | 0.02 | ||||||||||||
| Add: amortization of restricted stock and restricted stock units | 0.02 | 0.02 | ||||||||||||
| Add: amortization of deferred mortgage costs | 0.01 | 0.03 | ||||||||||||
| Deduct gain on insurance recovery | (0.10) | — | ||||||||||||
| Adjustments for non-controlling interests | 0.02 | (0.01) | ||||||||||||
| Adjusted funds from operations per common stock basic and diluted | $ | 0.22 | $ | 0.26 | ||||||||||
SUPPLEMENTAL FINANCIAL INFORMATION FOR QUARTER ENDED DECEMBER 31, 2018 February 7, 2019 BRT APARTMENTS CORP. 60 Cutter Mill Rd., Great Neck, NY 11021
Forward Looking Statements The information set forth herein contains forward-looking information within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking information included herein that is not historical fact is subject to a number of risks and uncertainties, depending upon the risks and uncertainties described in the Company's filings with the Securities and Exchange Commission (SEC), and actual results realized by the Company could differ materially from the forward-looking information included herein. Existing and prospective investors are cautioned not to place undue reliance on this forward-looking information, which speak only as of the date hereof. The Company undertakes no obligation to update or revise the information herein, whether as a result of new information, future events or circumstances, or otherwise. The Company recommends that current and prospective investors review the information set forth in its Transition Report on Form 10-Q for the quarter ended December 31, 2018 to be filed contemporaneously herewith. Units under rehabilitation for which we have received or accrued rental income from business interruption insurance, while not physically occupied, are treated as leased (i.e., occupied) at rental rates in effect at the time of the casualty.
Table of Contents Table of Contents Page Number Financial Highlights 1 Operating Results 2 Funds From Operations 3 Consolidated Balance Sheets 4 Pro Rata Operating Results 5 Pro Rata Consolidated Balance Sheets 6 Portfolio Data by State 7 Same Store Comparison 8 Multi-Family Acquisitions and Dispositions 9 Value-Add Information and Capital Expenditures 10 Debt Analysis 11 Non-GAAP Financial Measures, Definitions, and 12-13 Reconciliations Portfolio Table 14
Financial Highlights December 31, September 30, 2018 2017 2018 2017 2016 Market Information Market capitalization $ 181,900,519 $ 166,663,487 $ 189,681,411 $ 150,320,535 $ 111,190,680 Shares outstanding 15,900,395 14,136,004 15,754,270 14,022,438 13,898,835 Closing share price $ 11.44 $ 11.79 $ 12.04 $ 10.72 $ 8.00 Quarterly dividend declared per share $ 0.20 $ 0.18 $ 0.20 $ 0.18 (4) $ - Portfolio Multi-family properties owned 35 33 36 33 33 Units 9,696 (1) 9,684 (1) 10,121 (1) 9,568 9,420 Average occupancy (2) 93.2 % 93.7 % 93.7 % 93.8 % 92.8 % Average monthly rental revenue per occupied unit (2) $1,019 $967 $964 $933 $852 Quarter ended December 31, 2018 2017 (Unaudited) (Unaudited) Per Share Data Earnings per share (basic) $ 0.51 $ 0.45 Earnings per share (diluted) $ 0.51 $ 0.45 FFO per share of common stock (diluted) (3) $ 0.26 $ 0.20 AFFO per share of common stock (diluted) (3) $ 0.22 $ 0.26 (1) Includes 402 units at a property under development. (2) For the period presented. Average includes stabilized properties for the period presented. See definition of stabilized properties on page 13. (3) See the reconciliation of Funds From Operations, or FFO, and Adjusted Funds From Operations, or AFFO, to net income, as calculated in accordance with GAAP, on page 3, and the definitions of such terms at page 13. (4) Dividend of $0.18 was initiated in September 2017. 1
Operating Results (Unaudited) (dollars in thousands, except per share amounts) Quarter ended December 31, 2018 2017 Revenues Rental and other revenue from real estate properties $ 31,216 $ 28,162 Other income 223 187 Total revenues 31,439 28,349 Expenses Real estate operating expenses 15,224 13,347 Interest expense 8,946 7,980 General and administrative 2,476 2,303 Depreciation 10,192 8,648 Total expenses 36,838 32,278 Total revenues less total expenses (5,399) (3,929) Equity in loss of unconsolidated joint ventures (125) (25) Gain on sale of real estate 19,514 12,519 Gain on insurance recovery 1,585 - Loss on extinguishment of debt (207) (257) Income from continuing operations 15,368 8,308 Income tax provision 58 106 Income from continuing operations, net of taxes 15,310 8,202 Net (income) attributable to non-controlling interests (7,237) (1,851) Net income attributable to common stockholders $ 8,073 $ 6,351 Weighted average number of shares of common stock outstanding: Basic 15,744,233 14,022,438 Diluted 15,944,233 14,222,438 Per share amounts attributable to common stockholders: Basic $ 0.51 $ 0.45 Diluted $ 0.51 $ 0.45 2
Funds From Operations (Unaudited) (dollars in thousands, except per share amounts) Quarter ended December 31, 2018 2017 GAAP Net income attributable to common stockholders $ 8,073 $ 6,351 Add: depreciation of properties 10,192 8,648 Add: our share of depreciation in unconsolidated joint ventures 468 369 Deduct: gain on sales of real estate (19,514) (12,519) Adjustment for non-controlling interests 4,990 190 Funds from operations (FFO) attributable to common stockholders 4,209 3,039 Adjust for straight line rent accruals (10) (10) Add: loss on extinguishment of debt 207 257 Add: amortization of restricted stock and restricted stock units 324 315 Add: amortization of deferred mortgage costs 177 359 Deduct: gain on insurance recovery (1,585) - Adjustment for non-controlling interests 241 (127) Adjusted funds from operations (AFFO) attributable to common stockholders $ 3,563 $ 3,833 Per share data GAAP Net income attributable to common stockholders $ 0.51 $ 0.45 Add: depreciation of properties 0.63 0.59 Add: our share of depreciation in unconsolidated joint ventures 0.03 0.02 Deduct: gain on sales of real estate (1.22) (0.88) Adjustment for non-controlling interests 0.31 0.02 Funds from operations (FFO) attributable to common stockholders 0.26 0.20 Add: loss on extinguishment of debt 0.01 0.02 Add: amortization of restricted stock and restricted stock units 0.02 0.02 Add: amortization of deferred mortgage costs 0.01 0.03 Deduct: gain on insurance recovery (0.10) Adjustment for non-controlling interests 0.02 (0.01) Adjusted funds from operations (AFFO) attributable to common stockholders $ 0.22 $ 0.26 3
Consolidated Balance Sheets (amounts in thousands, except per share amounts) At December 31, At September 30, 2018 (Unaudited) 2018 2017 2016 Assets Real estate properties, net of accumulated depreciation $ 1,029,239 $ 1,020,874 $ 902,281 $ 759,576 Real estate loan 4,750 4,900 5,500 19,500 Cash and cash equivalents 32,428 27,360 12,383 27,399 Restricted cash 8,180 6,686 6,151 7,383 Deposits and escrows 21,268 24,458 27,839 18,972 Investments in unconsolidated joint ventures 19,758 20,078 21,415 298 Other assets 8,084 10,080 9,359 7,775 Real estate properties held for sale - 38,928 8,969 33,996 Total Assets $ 1,123,707 $ 1,153,364 $ 993,897 $ 874,899 Liabilities and equity Liabilities Mortgages payable, net of deferred costs $ 771,817 $ 792,432 $ 697,826 $ 588,457 Junior subordinated notes, net of deferred costs 37,043 37,038 37,018 36,998 Accounts payable and accrued liabilities 24,487 27,409 22,348 20,716 Mortgage payable held for sale - - - 27,052 Total liabilities 833,347 856,879 757,192 673,223 Equity Common Stock, $.01 par value, 300,000 shares authorized; 15,038 Issued at December 31, 2018 and 15,048 and 13,333 Issued at September 30, 2018 and 2017 150 150 133 - Shares of beneficial interest, $3 par value per share - - - 39,696 Additional paid in capital 216,981 220,135 201,910 161,321 Accumulated other comprehensive income (loss) 1,688 2,629 1,000 (1,602) Accumulated deficit (20,044) (24,927) (37,047) (48,125) Total BRT Apartments Corp. stockholders' equity 198,775 197,987 165,996 151,290 Non-controlling interests 91,585 98,498 70,709 50,386 Total Equity 290,360 296,485 236,705 201,676 Total Liabilities and Equity $ 1,123,707 $ 1,153,364 $ 993,897 $ 874,899 4
Pro Rata Operating Results (Unaudited) (dollars in thousands) Three Months ended December 31, 2018 Consolidated Non-controlling BRT Proportionate Amount Interest Amount (1) Revenues Rental and other revenue from real estate properties $ 31,216 $ 8,435 $ 22,781 Other income 223 - 223 Total revenues 31,439 8,435 23,004 Expenses Real estate operating expenses 15,224 4,110 11,114 Interest expense 8,946 2,372 6,574 General and administrative 2,476 - 2,476 Depreciation 10,192 3,057 7,135 Total expenses 36,838 9,539 27,299 Total revenues less total expenses (5,399) (1,104) (4,295) Equity in loss of unconsolidated joint ventures (125) - (125) Gain on sale of real estate 19,514 8,046 11,468 Gain on insurance recovery 1,585 352 1,233 Loss on extinguishment of debt (207) (57) (150) Income from continuing operations 15,368 7,237 8,131 Income tax provision 58 - 58 Net Income $ 15,310 $ 7,237 $ 8,073 (1) This column reflects BRT’s share of the applicable line item, after deducting the non-controlling interest applicable to such line item. Except with respect to the gain on sale of real estate and loss on extinguishment of debt, the impact of the non-controlling interest on such line item was calculated based on each joint venture partner’s percentage equity interest in the applicable joint venture. Gain on sale of real estate and loss on extinguishment of debt were calculated in accordance with the allocation/distribution provisions of the joint venture operating agreement with respect to the properties sold. Generally, in the event of the sale of a multi-family property owned by a joint venture, as a result of allocation/distribution provisions of the applicable joint venture operating agreement, the allocation and distribution of cash and profits to BRT will be less than that implied by BRT's percentage equity interest in the property. 5
Pro Rata Consolidated Balance Sheets (Unaudited) (amounts in thousands, except per share amounts) At December 31, 2018 BRT Consolidated Non-controlling Proportionate Amount Interest Amount (1) Assets Real estate properties, net of accumulated depreciation $ 1,029,239 $ 300,000 $ 729,239 Real estate loan 4,750 - 4,750 Cash and cash equivalents 32,428 3,757 28,671 Restricted cash 8,180 - 8,180 Deposits and escrows 21,268 8,255 13,013 Investments in unconsolidated joint ventures 19,758 - 19,758 Other assets 8,084 2,194 5,890 Total Assets $ 1,123,707 $ 314,206 $ 809,501 Liabilities and equity Liabilities Mortgages payable, net of deferred costs $ 771,817 $ 217,245 $ 554,572 Junior subordinated notes, net of deferred costs 37,043 - 37,043 Accounts payable and accrued liabilities 24,487 5,376 19,111 Total liabilities 833,347 222,621 610,726 Equity Common Stock, $.01 par value, 300,000 shares authorized; 15,038 issued 150 - 150 Additional paid in capital 216,981 - 216,981 Accumulated other comprehensive income 1,688 - 1,688 Accumulated deficit (20,044) - (20,044) Total BRT Apartments Corp. stockholders' equity 198,775 - 198,775 Non-controlling interest 91,585 91,585 - Total equity 290,360 91,585 198,775 Total Liabilities and Equity $ 1,123,707 $ 314,206 $ 809,501 (1) This column reflects BRT’s share of the applicable line item, after deducting the non-controlling interest applicable to such line item. 6
Portfolio Data by State (dollars in thousands, except monthly rent amounts) Quarter Ended December 31, 2018 Weighted Average % of NOI Average Monthly Rent per Units (1) Revenues Expenses NOI (2) Contribution Occupancy (3) Occupied Unit (3) Texas 3,096 $ 9,913 $ 5,362 $ 4,551 28% 91.6% $ 1,034 Georgia 1,545 4,974 2,350 2,624 16% 91.9% 1,018 Florida 1,248 4,014 1,813 2,201 14% 95.2% 1,016 Mississippi 776 2,244 836 1,408 9% 97.9% 920 South Carolina 678 1,961 977 984 6% 93.1% 1,126 Alabama 412 1,055 481 574 4% 91.6% 826 Indiana 400 936 619 317 2% 91.3% 736 Missouri 355 1,582 740 842 5% 94.6% 1,132 Tennessee 300 1,065 380 685 4% 97.4% 1,140 Ohio 264 726 337 389 2% 97.2% 871 Virginia 220 921 325 596 4% 95.2% 1,335 Other - 376 186 190 1% N/A N/A Current Portfolio Totals 9,294 $ 29,767 $ 14,406 $ 15,361 96% 93.2% $ 1,019 Properties sold during QE 12/31/2018 691 1,449 818 631 4% Totals $ 31,216 $ 15,224 $ 15,992 100% (1) Excludes 402 units under development in West Nashville, TN. (2) See the reconciliation of NOI to net income, as calculated in accordance with GAAP, at page 12 and the definition at page 13. (3) Excludes sold properties and properties that were not stabilized for the full period presented. 7
Same Store Comparisons Quarters Ended December 31, 2018 and 2017 (dollars in thousands, except monthly rent amounts) Revenues Property Operating Expenses NOI (1) Units 2018 2017 % Change 2018 2017 % Change 2018 2017 % Change Texas 2,427 $ 7,804 $ 7,570 3.1% $ 4,276 $ 4,209 1.6% $ 3,528 $ 3,361 5.0% Georgia 959 2,878 2,896 (0.6%) 1,361 1,244 9.4% 1,517 1,652 (8.2%) Mississippi 776 2,244 2,124 5.6% 836 724 15.5% 1,408 1,400 0.6% Florida 518 1,674 1,505 11.2% 767 653 17.5% 907 852 6.5% South Carolina 412 1,323 1,272 4.0% 703 708 (0.7%) 620 564 9.9% Indiana 400 936 913 2.5% 619 540 14.6% 317 373 (15.0%) Tennessee 300 1,065 1,047 1.7% 380 406 (6.4%) 685 641 6.9% Ohio 264 726 693 4.8% 337 300 12.3% 389 393 (1.0%) Virginia 220 921 898 2.6% 325 316 2.8% 596 582 2.4% Alabama 208 501 495 1.2% 230 214 7.5% 271 281 (3.6%) Missouri 181 776 821 (5.5%) 430 395 8.9% 346 426 (18.8%) Totals 6,665 $ 20,848 $ 20,234 3.0% $ 10,264 $ 9,709 5.7% $ 10,584 $ 10,525 0.6% Weighted Average Occupancy Weighted Average Monthly Rent per Occupied Unit 2018 2017 % Change 2018 2017 % Change Texas 91.4% 92.1% (0.8%) $ 1,033 $ 1,008 2.4% Georgia 93.9% 94.3% (0.4%) 984 950 3.6% Mississippi 97.7% 96.7% 1.0% 920 877 4.9% Florida 96.1% 91.7% 4.7% 1,026 979 4.8% South Carolina 91.6% 91.4% 0.2% 1,035 1,007 2.8% Indiana 91.3% 96.2% (5.1%) 736 689 6.8% Tennessee 97.4% 98.9% (1.5%) 1,140 1,109 2.8% Ohio 97.2% 98.2% (1.0%) 871 820 6.1% Virginia 95.2% 93.2% 2.1% 1,335 1,275 4.8% Alabama 89.5% 96.3% (7.1%) 793 725 9.5% Missouri 92.1% 91.0% 1.2% 1,394 1,585 (12.0%) Totals 93.0% 93.7% (0.8%) $ 1,005 $ 973 3.3% (1) Generally, negative variances in NOI are, among other things, due to higher turnover, changes in occupancy and/or rental rates, increases in real estate taxes, and/or increases in insurance expense. When a property is re-assessed at a higher value for real estate tax purposes, we generally appeal the re-assessment if we believe that a reduction is obtainable - if successful, the reduction will typically be reflected in the following year. See definition of Same Store on page 13 8
Acquisitions and Dispositions Quarter Ended December 31, 2018 (dollars in thousands) Acquisitions Purchase No. of Contract Acquisition Ownership Capitalized Location Date Units Purchase Price Mortgage Debt Initial BRT Equity Percentage Acquisition Costs Greenville, SC 10/30/2018 266 $ 37,750 $ 26,425 $ 12,920 90% $ 509 Dispositions BRT Portion of Mortgage Mortgage No. of BRT Portion of Prepayment Prepayment Location Sale Date Units Sales Price Gain on Sale Gain on Sale (1) Charge Charge North Charleston, SC 11/7/2018 271 $ 51,650 $ 11,921 $ 5,951 $ - $ - Lake St. Louis, MO 12/18/2018 420 41,200 7,593 5,516 207 150 691 $ 92,850 $ 19,514 $ 11,467 $ 207 $ 150 (1) BRT's share of the gain equals the property gain of $19,514 less the non-controlling interest of $5,970 for North Charleston, SC, and $2,077 for Lake St. Louis, MO. 9
Value-Add Program and Capital Expenditures Quarter Ended December 31, 2018 Value-Add Program Estimated Estimated Units Rehab Average Estimated Rehabilitated Estimated Rehab Costs Per Monthly Rent Annualized (1) Costs (2) unit Increase (3) ROI (3) 288 $1,105,000 $3,837 $81 25.5% (1) Refers to rehabilitated units at 19 properties with respect to which a new lease or renewal lease was entered into during the period. (2) Reflects rehab costs incurred during the current and prior periods with respect to units completed, in which a new lease or renewal lease was entered into during the current period. (3) These results are not necessarily indicative of the results that would be generated if such improvements were made across our portfolio of properties or at any particular property. Rents at a property may increase for reasons wholly unrelated to property improvements, such as changes in demand for rental units in a particular market or sub-market. Capital Expenditures Estimated Recurring Capital Expenditures (1) $ 624,000 Estimated Non-Recurring Capital Expenditures (2) 2,842,000 Write-offs (373,000) Total Capital Expenditures 3,093,000 Replacements (3) 674,000 Total Capital Expenditures and Replacements $ 3,767,000 (1) Recurring capital expenditures represent our estimate of expenditures incurred at the property to maintain the property's existing operations - it excludes revenue enhancing projects. (2) Non-recurring capital expenditures respresent our estimate of significant improvements to the common areas, property exteriors, or interior units of the property, as well as revenue enhancing upgrades. (3) Replacements are expensed as incurred at the property. 10
Debt Analysis As of December 31, 2018 (dollars in thousands) Mortgage Debt Percent of Total Principal Principal Weighted Total Principal Scheduled Payments Due at Payments Due Average Interest Year Payments Amortization Maturity At Maturity Rate (1) 2019 $ 32,930 $ 3,930 $ 29,000 4% 4.96% 2020 6,772 6,772 - 0% - 2021 22,622 8,620 14,002 2% 4.29% 2022 70,111 8,767 61,344 9% 4.83% 2023 92,478 8,557 83,921 12% 3.95% Thereafter 553,193 39,840 513,353 73% 4.20% Total $ 778,106 $ 76,486 $ 701,620 100% Weighted Average Remaining Term to Maturity 6.9 years Weighted Average Interest Rate 4.25% Debt Service Coverage Ratio for the quarter ended December 31, 2018 (2) 1.36 (1) Based on balloon payments at maturity. (2) See definition on page 13. Junior Subordinated Notes Principal Balance $37,400 Interest Rate 3 month LIBOR + 2.00% (i.e, 4.52% at 12/31/2018) Maturity April 30, 2036 11
NON-GAAP FINANCIAL MEASURES DEFINITIONS (dollars in thousands) We define NOI as total property revenues less total property operating expenses. Property operating expenses exclude, among other things, depreciation and interest expense on the related property. Other REIT’s may use different methodologies for calculating NOI, and accordingly, our NOI may not be comparable to other REIT’s. We believe NOI provides an operating perspective not immediately apparent from GAAP operating income or net (loss) income. NOI is one of the measures we use to evaluate our performance because it (i) measures the core operations of property performance by excluding corporate level expenses and other items unrelated to property operating performance and (ii) captures trends in rental housing and property operating expenses. However, NOI should only be used as an alternative measure of our financial performance. The following table provides a reconciliation of NOI to net income attributable to common stock holders as computed in accordance with GAAP for the periods presented: Three Months ended December 31, 2018 2017 (Unaudited) (Unaudited) GAAP Net income attributable to common stockholders $ 8,073 $ 6,351 Less: Other Income (223) (187) Add: Interest expense 8,946 7,980 General and administrative 2,476 2,303 Depreciation 10,192 8,648 Less: Gain on sale of real estate (19,514) (12,519) Gain on insurance proceeds (1,585) Add: Loss on extinguishment of debt 207 257 Equity in loss of unconsolidated joint ventures 125 25 Provision for taxes 58 106 Add: Net income attributable to non-controlling interests 7,237 1,851 Net Operating Income $ 15,992 $ 14,815 12
NON-GAAP FINANCIAL MEASURES DEFINITIONS (dollars in thousands) Funds from Operations (FFO) FFO is a non-GAAP financial performance measure defined by the National Association of Real Estate Investment Trusts and is widely recognized by investors and analysts as one measure of operating performance of a REIT. The FFO calculation excludes items such as real estate depreciation and amortization, gains and losses on the sale of real estate assets and impairment on depreciable assets. Historical accounting convention used for real estate assets requires straight-line depreciation of buildings and improvements, which implies that the value of real estate assets diminishes predictably over time. Since real estate values have historically risen or fallen with market conditions, it is management’s view, and we believe the view of many industry investors and analysts, that the presentation of operating results for a REIT using the historical accounting for depreciation is insufficient. FFO excludes gains and losses from the sale of real estate, which we believe provides management and investors with a helpful additional measure of the performance of our real estate portfolio, as it allows for comparisons, year to year, that reflect the impact on operations from trends in items such as occupancy rates, rental rates, operating costs, general, administrative and other expenses, and interest expenses. Adjusted Funds from Operations (AFFO) AFFO, as defined by us, excludes from FFO straight line rent adjustments, loss on extinguishment of debt, amortization of restricted stock and RSU expense, amortization of deferred mortgage costs and gain on insurance recovery. Management believes that excluding acquisition-related expenses from AFFO provides investors with supplemental performance information that is consistent with the performance models and analysis used by management and provides investors a view of the performance of our portfolio over time, including after the time we cease to acquire properties on a frequent and regular basis. We believe that AFFO enables investors to compare the performance of our portfolio with other REITs that have not recently engaged in acquisitions, as well as a comparison of our performance with that of other non-traded REITs, as AFFO, or an equivalent measure is routinely reported by non-traded REITs, and we believe often used by analysts and investors for comparison purposes. Debt Service Coverage Ratio Debt service coverage ratio is net operating income ("NOI") divided by total debt service. Total Debt Service Total debt service is the cash required to cover the repayment of interest and principal on a debt for a particular period. Total debt service is used in the calculation of the debt service coverage ratio which is used to determine the borrower’s ability to make debt service payments. Stabilized Properties For all periods presented, stabilized properties include all our consolidated properties, other than those in lease-up or development. Same Store Same store refers to stabilized properties that we and our consolidated joint ventures owned and operated for the entirety of both periods being compared. 13
Portfolio Table As of 2/8/2019 QE 12/31/2018 QE 12/31/2018 Year Property Avg. Avg. Rent per % Property City State Year Built Acquired Age No. of Units Occupancy Occupied Unit Ownership Silvana Oaks North Charleston SC 2010 2012 10 208 91.6% $ 1,167 100% Avondale Station Decatur GA 1950 2012 70 212 94.3% 1,059 100% Stonecrossing Houston TX 1978 2013 42 240 90.7% 882 91% Pathway Houston TX 1979 2013 41 144 92.6% 925 91% Brixworth at Bridgestreet Huntsville AL 1985 2013 35 208 89.5% 793 80% Newbridge Commons Columbus OH 1999 2013 21 264 97.2% 871 100% Waterside at Castleton Indianapolis IN 1983 2014 37 400 91.3% 736 80% Crossings of Bellevue Nashville TN 1985 2014 35 300 97.4% 1,140 80% Kendall Manor Houston TX 1981 2014 39 272 91.9% 808 80% Avalon Pensacola FL 2008 2014 12 276 97.0% 1,017 100% Parkway Grande San Marcos TX 2014 2015 6 192 91.4% 1,072 80% Woodland Trails LaGrange GA 2010 2015 10 236 94.5% 939 100% Retreat at Cinco Ranch Katy TX 2008 2016 12 268 90.5% 1,155 75% Grove at River Place Macon GA 1988 2016 32 240 91.9% 712 80% Civic Center 1 Southaven MS 2002 2016 18 392 98.3% 896 60% Verandas at Shavano Park San Antonio TX 2014 2016 6 288 90.7% 1,061 65% Chatham Court and Reflections Dallas TX 1986 2016 34 494 92.4% 944 50% Waters Edge at Harbison Columbia SC 1996 2016 24 204 91.5% 900 80% Pointe at Lenox Park Atlanta GA 1989 2016 31 271 84.8% 1,224 74% Civic Center 2 Southaven MS 2005 2016 15 384 97.5% 944 60% Verandas at Alamo Ranch San Antonio TX 2015 2016 5 288 90.3% 1,007 72% Kilburn Crossing Fredericksburg VA 2005 2016 15 220 95.2% 1,335 100% OPOP Towers St. Louis MO 2014 2017 6 128 95.1% 1,392 76% OPOP Lofts St. Louis MO 2014 2017 6 53 84.9% 1,400 76% Vanguard Heights Creve Coeur MO 2016 2017 4 174 92.7% 1,537 78% Mercer Crossing Dallas TX 2014/2016 2017 5 509 91.1% 1,328 50% Jackson Square Tallahassee FL 1996 2017 24 242 95.0% 1,038 80% Magnolia Pointe Madison AL 1991 2017 29 204 93.8% 859 80% Woodland Apartments Boerne TX 2007 2017 13 120 91.2% 932 80% The Avenue Ocoee FL 1998 2018 22 522 95.9% 1,030 50% Parc at 980 Lawrenceville GA 1997 2018 23 586 93.3% 1,072 50% Anatole Apartments Daytona Beach FL 1986 2018 34 208 89.4% 920 80% Landings of Carrier Parkway Grand Prairie (Dallas)TX 2001 2018 19 281 94.3% 978 50% Crestmont at Thornblade Greenville SC 1998 2018 22 266 N/A N/A 90% Total/Weighted Average 22.5 9,294 Development Projects Bell's Bluff Nashville TN N/A N/A 402 58% Total (Including Development Projects) 9,696 Property Unconsolidated Joint Ventures City State Year Built Age No. of Units Canalside Sola (1) Columbia SC N/A N/A 338 Canalside Lofts Columbia SC 2008/2013 11 374 Gateway Oaks Forney TX 2016 4 313 Total 1,025 (1) Development project 14